This Alpha Tester Agreement (this “Agreement”) governs your use of the Gateway AI Services, Inc.
(“Company”) platform and services.
By checking the box and clicking “I Agree” during account creation, you confirm your acceptance of and
agree to be legally bound by this Agreement between Gateway AI Services, Inc. (“Company”) and any
individual or entity that accesses or uses the platform (“Customer” or “User”).
This Agreement is effective as of the date you accept it by clicking “I Agree.”
WHEREAS, Company, among other things, offers a proprietary web-based platform integrating artificial
intelligence agents to generate certain content and/or perform certain operations based on processing and
analysis of Customer Content (defined below) (the “Platform”) and Support Services (defined below)
(together with the Platform, the (“Services”); and
WHEREAS, Customer desires to acquire, and Company wishes to grant to Customer, the right to access
and use the Platform during the Term, and the Support Services during the Initial Term, free of charge,
subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. ALPHA TESTING PROGRAM
1.1. Platform and Services. Subject to all terms and conditions hereof and
Customer’s compliance therewith, Company shall provide Customer with (a) non-exclusive
access to and use of the Platform during the Term, solely for Customer’s internal evaluation of the
Platform, and (b) support services relating to use of and access to the Platform during the Initial
Term, as listed on Exhibit A hereto (“Support Services”). The Services are provided to
Customer free of charge during the Term.
1.2. Registration. Company shall provide Customer with access information and
account credentials for the Platform, which are Company’s Confidential Information. Customer
shall not create more than one account or transfer Customer’s account or account credentials to
any other party without Company’s prior written consent. Customer shall notify Company
immediately of any unauthorized access to or use of Customer’s account.
1.3. Data Room. Customer’s ability to use of the Platform under Section 1.1(a) of
this Agreement is subject to Customer uploading Customer Content to a cloud storage folder
designated by Company (the “Data Room”). Customer may grant Data Room access to third
parties (e.g., prospective investors in Company) with Company’s prior written consent, or request
additional and separate credentials for the Platform to enable third party Data Room access,
which Company may grant at its sole discretion. The Data Room is not intended to be a backup
service nor a substitute for Customer’s existing storage methods and tools used with respect to the
Customer Content, and the underlying servers are not owned or operated by Company. Customer
agrees that Company will have no liability for any loss or destruction of, or any unauthorized
access to, any Customer Content stored in the Data Room.
1.4. Use of Platform. Customer acknowledges and agrees that the Services are in an
“alpha”, pre-release form, and as such may: (i) contain or generate errors or inaccurate or
incomplete data and information; or (ii) cause the deletion of Customer Content stored in the Data
Room. Customer further acknowledges and agrees that the results of the use of the Services are:
(x) not a substitute for, and should not be relied upon in lieu of, human business judgment; and1(y) provided for informational purposes only and do not constitute legal, financial or other
professional advice. Any content and materials produced by the Platform is generated through
analysis of Customer Content by artificial intelligence models and not by Company personnel,
and as such Customer acknowledges and agrees that the Company and its personnel shall have no
liability to Customer in connection with any such content or materials, including without
limitation with respect to any reliance thereupon or use thereof.
1.5. Modifications; Availability. At any time, Company may replace, modify, alter,
improve, enhance, or discontinue the Platform or the features and functionalities thereof.
Company does not guarantee or warrant that the Services will be available to Customer at all
times.
1.6. Additional Features. At Company’s sole discretion, Company may add
additional features and functionalities to the Services, including relating to the performance of
certain back-office services (for example, with respect to payroll, banking or other functions)
(“Additional Features”). In such event and at such time, the Additional Features will be included
in the definitions of the “Platform” and “Services” herein and subject to the terms and conditions
of this Agreement. Customer acknowledges that the ability to use the Additional Features may be
subject to (1) Customer agreeing to additional terms and conditions and/or privacy policies with
Company or third parties (“Additional Terms”), (2) uploading additional Customer Content to
the Data Room and (3) other requirements specified by Company from time to time. Customer
acknowledges that any such Additional Terms may be presented to Customer in a “click-to-agree”
format through the user interface of the Platform, and agrees that the Company shall be entitled to
rely on the authority of any Platform end user using credentials issued to Company to bind
Company to such Additional Terms. In the event of any conflict between any provisions of any
Additional Terms and any provisions of this Agreement, the provisions of the Additional Terms
will control with respect to the applicable Additional Features.
1.7. Feedback. Customer shall promptly provide Company with a report of any
actual or potential error or bug in the Platform. Company may, at its option and in its sole
discretion, correct Platform errors or bugs. Customer shall also, as reasonably requested by
Company from time to time, provide suggestions, comments, recommendations, testimonials and
other feedback with respect to the Services (“Feedback”) in a form reasonably requested by
Company. Customer hereby grants its consent, on behalf of itself and its employees and agents, to
be recorded during any calls (including any audio or video calls conducted through platforms
such as Zoom and Teams) in which Customer provides Company with Feedback, and Customer
agrees to provide notice to and obtain consents from such employees and agents as required by
applicable law with respect to the recording of such calls. The disclosure of Feedback to
Company shall not, absent a separate written agreement between the Parties, create any
confidentiality obligation for Company. Customer grants to Company a nonexclusive, worldwide,
royalty-free, perpetual, sublicensable, transferable right and license to freely use, disclose,
reproduce, license, distribute, publicly display, publish and otherwise exploit all Feedback
without restriction in perpetuity and without any payment or attribution to Customer.
1.8. Customer Content. “Customer Content” means any data, media, business
plans, marketing materials, product requirement documents, spreadsheets, financial statements or
other information, documents, content or materials provided, disclosed, posted, published,
uploaded or delivered by Customer to the Data Room or to the Platform in connection herewith.
Customer hereby grants Company a non-exclusive, royalty-free, fully paid-up license to use,
reproduce, create derivative works of and otherwise exploit Customer Content during the Term
for the purpose of providing the Services to Customer. Notwithstanding the foregoing, Company
shall not use Customer Content for purposes of training any artificial intelligence models
underlying the agents made available through the Platform. Customer will be responsible for
providing Company with any and all Customer Content for performance of the Services, and2Customer acknowledges and agrees that Company will rely on such Customer Content in its
performance of the Services. Customer represents and warrants that: (a) it has, and will maintain
during the Term, all right, title, interest, licenses, authorizations and consents, and has made all
notices and disclosures, and obtained all authorizations and consents, necessary for the collection
and provision to Company of the Customer Content, and for Company’s use and processing
thereof, including in connection with the Services, without violation of any law, rule or regulation
(including any privacy or data protection laws); (b) none of the Customer Content, the provision
of Customer Content to Company or Company’s use or processing of the Customer Content,
including in connection with the Services, in accordance with this Agreement, will infringe,
misappropriate or otherwise violate any third party intellectual property rights or other proprietary
rights or privacy rights; and (c) the Customer Content does not and will not include any
information (i) that is subject to the Health Insurance Portability and Accountability Act, or (ii) of
or relating to children under the age of 16. Customer acknowledges that Company personnel may
reasonably need to review Customer Content in connection with the Support Services or
otherwise in troubleshooting and correcting errors and other issues reported by Customer, and
Customer hereby consents to such review.
1.9. Customer Systems. “Customer Systems” means any servers, mobile devices,
personal computers or other equipment owned, operated or managed by Customer through which
the Services are accessed. Customer is solely responsible for the operation and maintenance of
the Customer Systems and for having and paying for all equipment and internet access necessary
to access and use the Services. Company disclaims all warranties, express or implied, and shall
have no liability to Customer, arising from or related to the operation or maintenance of the
Customer Systems or any incompatibilities, faults, defects or damage attributable thereto.
1.10. Restrictions. Customer shall not, and shall not permit, authorize or assist any
third party to: (a) modify, adapt, translate, reverse engineer, decompile, disassemble or attempt to
derive the source code of any part of the Platform; (b) use or integrate the Platform with any
software, hardware or system; (c) sell, resell, license, sublicense, distribute, rent or lease any part
of the Platform, or provide any third party with access to the Platform except in accordance with
Section 1.3; (d) disclose to any third party any information regarding the performance or results
of use of the Platform, including any results of any benchmark or other performance tests of the
Platform; (e) remove, alter or obscure any proprietary rights notices contained in or affixed to the
Platform; (f) copy, frame or mirror any part of the Platform; (g) attempt to disrupt, degrade,
impair or violate the integrity or security of the Platform; (h) use the Platform to store or transmit
any viruses, software routines or other code designed to permit unauthorized access, to disable,
erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (i)
take any action that imposes, or may impose, at Company’s sole discretion, an unreasonable or
disproportionately large load on Company’s infrastructure; or (j) access or use the Services to
build a competing product or service.
1.11. Usage Data. Company may collect technical, log and usage data in connection
with Customer’s use of the Platform. Any such collected data is owned by Company and
Company may use and exploit it in any manner without restriction.
1.12. Ownership. Except for the rights expressly granted in this Agreement, Company
retains all right, title and interest, including all intellectual property and proprietary rights, in and
to the Services, including any modifications, updates, customizations, improvements and
derivatives thereof. Except for the rights expressly granted in this Agreement, Customer retains
all right, title and interest, including all intellectual property and proprietary rights, in and to the
Customer Content. No implied license or right is granted by either Party to the other by estoppel,
reliance or otherwise.
1.13. Support. Company shall not be obligated to provide Customer any Support3Services after the expiration of the Initial Term. After the expiration of the Initial Term, Customer
may request technical support from Company with respect to the use of, or problems with, the
Platform by contacting Company through such means as Company makes available from time to
time for such purposes. Customer must provide Company with such information as is requested
by Company that is reasonably available to Customer and reasonably necessary for Company to
reproduce Customer’s reported problems. Company shall use commercially reasonable efforts to
respond to Customer’s requests for assistance during Company’s normal business hours.
2. CONFIDENTIALITY
2.1. Definition. “Confidential Information” means any non-public, confidential or
proprietary information or trade secrets disclosed by either Party (“Disclosing Party”) to the
other party (“Receiving Party”), whether before or after the date of this Agreement, that is
marked as “confidential” or “proprietary” or similar legend or, if disclosed orally, is identified as
confidential or proprietary at the time of disclosure and confirmed in writing (including email) as
such within fifteen (15) days of the disclosure. Without limitation, the terms and conditions of
this Agreement and all information regarding the current and potential future features and
functionality of the Platform constitutes Confidential Information of the Company.
2.2. Obligations. The Receiving Party shall not use Confidential Information except
to exercise its rights and perform its obligations under this Agreement. The Receiving Party shall
not disclose Confidential Information to any third party without the prior written approval of the
Disclosing Party. The Receiving Party shall disclose Confidential Information internally only to
those employees of the Receiving Party who need to know Confidential Information in order for
the Receiving Party to exercise its rights and perform its obligations under this Agreement and
who are bound by written confidentiality obligations at least as protective as this Agreement.
Those precautions must be at least as effective as those taken by the Receiving Party to protect its
own Confidential Information or those that would be taken by a reasonable person in the position
of the Receiving Party, whichever precautions are more effective. The Receiving Party shall
promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure
of the Disclosing Party’s Confidential Information.
2.3. Exceptions. The Receiving Party has no obligations under Section 2.2 with
respect to information that: (a) is already public when the Disclosing Party discloses it to the
Receiving Party or becomes public (other than as a result of breach of this Agreement by the
Receiving Party) after the Disclosing Party discloses it to the Receiving Party; (b) when the
Disclosing Party discloses it to the Receiving Party, is already in the possession of the Receiving
Party as the result of disclosure by a third party not then under an obligation to the Disclosing
Party to keep that information confidential; (c) after the Disclosing Party discloses it to the
Receiving Party, is disclosed to the Receiving Party by a third party not then under an obligation
to the Disclosing Party to keep that information confidential; or (d) is independently developed by
the Receiving Party without any use of or reference to the Disclosing Party’s Confidential
Information.
2.4. Compelled Disclosure. If the Receiving Party is required to disclose
Confidential Information pursuant to the order or requirement of a court, administrative agency,
or other governmental body, the Receiving Party shall, prior to any such disclosure (a) provide
prompt notice to the Disclosing Party of such disclosure requirement, and (b) cooperate with the
Disclosing Party to obtain a protective order or otherwise prevent public disclosure of such
information. The Receiving Party shall limit any required disclosure to the particular Confidential
Information required to be disclosed.
2.5. Injunctive Relief. Any breach of the Receiving Party’s obligations with respect
to Confidential Information may cause substantial harm to the Disclosing Party, which could not
be remedied by payment of damages alone. The Disclosing Party has the right to seek preliminary
and permanent injunctive relief for such breach in any jurisdiction where damage may occur
without a requirement to post a bond, in addition to all other remedies available to it for any such
breach.
3. TERM AND TERMINATION
3.1. Term. This Agreement is effective as of the Effective Date and continues for a
period of ninety (90) days thereafter (the “Initial Term”), unless sooner terminated by either
Party for any or no reason with thirty (30) days’ prior written notice to the other Party. Provided it
has not been terminated during the Initial Term, this Agreement shall renew upon the expiration
of the Initial Term for an additional 9 month period (the “Renewal Term”). Either Party may
terminate this Agreement during the Renewal Term for any or no reason with thirty (30) days’
prior written notice.
3.2. Effect of Termination. Upon expiration or termination of this Agreement,
Company will terminate Customer’s access to and use of the Services, and, at Customer’s option,
return all Customer Content within the Data Room to Customer or destroy all such Customer
Content, except as required by law. Sections 1.4, 1.7 through 1.12, 2, 3.2, 4 and 5 shall survive
any expiration or termination hereof.
4. DISCLAIMER; LIMITATION OF LIABILITY
4.1. DISCLAIMER. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS DURING THE TERM. COMPANY HAS NO OBLIGATION TO
CONTINUE TO DEVELOP, COMMERCIALIZE, SUPPORT, REPAIR, OFFER FOR SALE OR
IN ANY OTHER WAY CONTINUE TO PROVIDE OR DEVELOP THE SERVICES EITHER
TO CUSTOMER OR ANY OTHER PARTY. COMPANY MAKES NO WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT WITH RESPECT TO THE
SERVICES. COMPANY DOES NOT GUARANTEE OR WARRANT THAT THE SERVICES
WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET
CUSTOMER’S REQUIREMENTS OR BE SECURE. COMPANY EXPRESSLY DISCLAIMS
ANY RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, SECURITY OR
AVAILABILITY OF THE SERVICES. THERE IS NO GUARANTEE THAT FEATURES OR
FUNCTIONS OF THE PLATFORM WILL BE AVAILABLE, OR IF AVAILABLE WILL BE
THE SAME, IN ANY COMMERCIAL RELEASE VERSION OF THE PLATFORM.
4.2. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED
BY LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS
OF PROFITS, DATA, USE, OR GOODWILL, LOSS OF SYSTEM AVAILABILITY, LOSS OF
COMPUTER RUN TIME OR COSTS OF COVER, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE SERVICES, INCLUDING THE USE OF OR INABILITY
TO USE THE SERVICES, OR ANY INACCURACY, ERROR OR OMISSION, WHETHER
BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER
LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF5SUCH DAMAGES. COMPANY’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL
NOT EXCEED ONE HUNDRED DOLLARS ($100). CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY IN CASE OF ANY DISSATISFACTION WITH THE SERVICES IS TERMINATION
OF THIS AGREEMENT UNDER SECTION 3.1.
5. GENERAL PROVISIONS
5.1. Governing Law. This Agreement is governed by the laws of the State of
California, without regard to conflict of laws principles. Any proceeding arising out of this
Agreement shall be brought exclusively in the state and federal courts located in Santa Clara
County, California.
5.2. Entire Agreement. This Agreement, including the exhibits attached hereto and
incorporated herein by reference, constitutes the entire agreement between the Parties relating to
its subject matter, and supersedes all prior or contemporaneous discussions or agreements, written
or oral, relating to such subject matter. Any amendments or modifications to this Agreement must
be in writing and signed by both Parties.
5.3. Assignment. Customer may not assign this Agreement without Company’s prior
written consent. Except with the prior written approval of Company, Customer shall not assign or
transfer this Agreement in whole or in part, including by merger (whether Customer is the
surviving or disappearing entity), consolidation, dissolution, operation of law, or change of
control of the Customer. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of the parties and their respective successor and assigns.
5.4. Notices. Notices must be in writing and delivered to the addresses listed above or
to updated addresses provided in writing by either Party.
5.5. Publicity. Customer grants Company the right to use Customer’s trade names,
logos, trademarks and symbols (“Customer Marks”) in its public promotional materials,
published case studies, testimonials and communications for the sole purpose of identifying
Customer as a Company customer and user of the Services. Company shall not modify the
Customer Marks or display the Customer Marks materially larger or more prominent on its
promotional materials than the names, logos or symbols of other Company customers. Company
shall ensure that any use of the Customer Marks complies in all material respects with any usage
guidelines provided by Customer to Company in writing.
5.6. Miscellaneous. Company and Customer are and at all times will be and remain
independent contractors as to each other, and at no time will either party be deemed to be the
agent or employee of the other or have the ability to bind the other. No joint venture, partnership,
agency, or other relationship will be created or implied as a result of this Agreement. Company
does not act as the employer of record or assume liability for Customer’s employment
obligations, wage payments, or tax compliance. In the event that any provision of this Agreement
is determined to be invalid, unlawful, void or unenforceable to any extent, such provision or any
portion thereof will be interpreted to best reflect the Parties’ intent, and the remainder of this
Agreement will not be affected and will continue to be valid and enforceable to the fullest extent
permitted by law. No waiver of satisfaction of a condition or non-performance of an obligation
under this Agreement will be effective unless it is in writing and signed by the Party granting the
waiver. The titles and section headings used in this Agreement are for ease of reference only and
shall not be used in the interpretation or construction of this Agreement. No rule of construction6resolving any ambiguity in favor of the non-drafting party shall be applied hereto. The word
“including,” when used herein, is illustrative rather than exclusive and means “including, without
limitation.”
