Terms & Conditions
These Terms and Conditions (these “Terms”) apply to the use of Gateway AI Services, Inc.’s (“Gateway’s” or “our”) 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 any services provided by Gateway relating to the use of or access to the Platform (together with the Platform, the “Services”). Gateway is granting you access to the Platform under these Terms on behalf of the entity you are employed or engaged by, and with which Gateway has entered into an agreement granting such access to and use of the Platform by you and other authorized users (such entity, the “Customer” and such agreement, the “Customer Agreement”). These Terms represent a binding agreement between you and Gateway.
If you do not agree to these Terms, you must not access or use the Platform.
1. Use of the Platform
You represent and warrant that you have the right and authority to enter into these Terms and to perform your obligations under these Terms. Subject to all terms and conditions herein and contained in the Customer Agreement (and your compliance therewith), and subject to Customer continuing to authorize you as a user of the Platform on behalf of Customer, Gateway shall provide you with non-exclusive access to and use of the Platform during the term of the applicable Customer Agreement (the “Term”), solely for Customer’s internal business purposes. Gateway shall provide you with access information and account credentials for the Platform, which are Confidential Information. You (a) shall use the Platform in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy), and (b) shall not use the Platform in a manner that violates any third party intellectual property, contractual or other proprietary rights.
2. 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. Your ability to use the Platform under Section 1 of these Terms is subject to your uploading Customer Content to a cloud storage folder designated by Gateway (the “Data Room”). You may grant Data Room access to third parties (e.g., prospective investors in Customer) with Gateway’s prior written consent, or request additional and separate credentials for the Platform to enable third party Data Room access, which Gateway 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 Gateway. You agree that Gateway will have no liability for any loss or destruction of, or any unauthorized access to, any Customer Content stored in the Data Room.
You hereby grant Gateway 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 you and Customer. You will be responsible for providing Gateway with any and all Customer Content for performance of the Services, and you acknowledge and agree that Gateway will rely on such Customer Content in its performance of the Services. You shall not provide Gateway with any Customer Content that has not been authorized in advance by Customer to be provided to Gateway, including any information (a) that is subject to the Health Insurance Portability and Accountability Act, (b) of or relating to children under the age of 16, or (c) that infringes, misappropriates or otherwise violates any third party intellectual property rights or other proprietary rights or privacy rights. You acknowledge and agree that Gateway personnel may reasonably need to review Customer Content in connection with the Services or otherwise in troubleshooting and correcting errors and other issues reported by you or Customer, and you hereby consent to such review.
3. Restrictions on Use
You acknowledge and agree that the Platform or portions thereof may be in an “alpha” or other pre release form and as such may: (a) contain or generate errors or inaccurate or incomplete data and information; or (b) cause the deletion of Customer Content stored in the Data Room. You further acknowledge and agree that the results of the use of the Platform are: (x) not a substitute for, and should not be relied upon in lieu of, human business judgment; and (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 Gateway personnel, and as such you acknowledge and agree that Gateway and its personnel shall have no liability to you in connection with any such content or materials, including without limitation with respect to any reliance thereupon or use thereof.
You shall not, and shall not permit 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 2; (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 Gateway’s sole discretion, an unreasonable or disproportionately large load on Gateway’s infrastructure; or (j) access or use the Services to build a competing product or service.
4. Modifications and Availability; Additional Features
At any time, Gateway may replace, modify, alter, improve, enhance, or discontinue the Platform or the features and functionalities thereof. Gateway does not guarantee or warrant that the Services will be available to you at all times.
At Gateway’s sole discretion, Gateway may add additional features and functionalities to the Platform, 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 these Terms. You hereby acknowledge and agree that the ability to use the Additional Features may be subject to (1) your agreeing to additional terms and conditions and/or privacy policies with Gateway or third parties (“Additional Terms”), (2) uploading additional Customer Content to the Data Room and (3) other requirements specified by Gateway from time to time. You acknowledge that any such Additional Terms may be presented to you in a “click-to-agree” format through the user interface of the Platform, and agree that Gateway shall be entitled to rely on the authority of any Platform end user using credentials issued to you to bind you to such Additional Terms. In the event of any conflict between any provisions of any Additional Terms and any provisions of these Terms, the provisions of the Additional Terms will control with respect to the applicable Additional Features.
5. Intellectual Property
The Platform is protected by copyright, trademark, patent and other intellectual property and proprietary rights, which are reserved to Gateway and its licensors. Except for the rights expressly granted in these Terms, Gateway retains all right, title and interest, including all intellectual property and proprietary rights, in and to the Platform, including any modifications, updates, customizations, improvements and derivatives thereof. No implied license or right is granted by either party to the other by estoppel, reliance or otherwise. “Gateway.AI” and associated logos are the trademarks of Gateway (“Gateway Trademarks”). Other trademarks, service marks, graphics and logos used in connection with the Platform are the trademarks of their respective owners (collectively “Third Party Trademarks”). The Gateway Trademarks and Third Party Trademarks may not be copied, imitated or used, in whole or in part, without the prior written permission of Gateway or the applicable trademark holder.
6. Feedback
You shall promptly provide Gateway with a report of any actual or potential error or bug in the Platform. Gateway may, at its option and in its sole discretion, correct Platform errors or bugs. You shall also, as reasonably requested by Gateway from time to time, provide suggestions, comments, recommendations, testimonials and other feedback with respect to the Platform (“Feedback”) in a form reasonably requested by Gateway. You hereby grant your consent to be recorded during any calls (including any audio or video calls conducted through platforms such as Zoom and Teams) in which you provide Gateway with Feedback. The disclosure of Feedback to Gateway shall not, absent a separate written agreement between Customer and Gateway, create any confidentiality obligation for Gateway. You hereby grant Gateway a non-exclusive, 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 you.
7. Confidentiality
In connection with your use of the Platform, Gateway may disclose to you certain non-public, confidential or proprietary information or trade secrets (“Confidential Information”). Without limitation, all information regarding the current and potential future features and functionality of the Platform constitutes Confidential Information. You shall not use Confidential Information except to exercise your rights and perform your obligations under these Terms. You shall not disclose Confidential Information to any third party without the prior written approval of Gateway. You shall disclose Confidential Information internally only to those employees of Customer who need to know Confidential Information in order for Customer to exercise its rights and perform its obligations under the Customer Agreement and who are bound by written confidentiality obligations at least as protective as under the Customer Agreement. You shall promptly notify Gateway of any actual or suspected misuse or unauthorized disclosure of the Confidential Information.
8. Disclaimer; Limitation of Liability
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS DURING THE TERM. GATEWAY 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 TO YOU, CUSTOMER OR ANY OTHER PARTY. GATEWAY 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. GATEWAY DOES NOT GUARANTEE OR WARRANT THAT THE SERVICES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET YOUR REQUIREMENTS OR BE SECURE. GATEWAY 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.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GATEWAY, 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 THESE TERMS 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 GATEWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GATEWAY’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE CUSTOMER AGREEMENT OR THE SERVICES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
9. Miscellaneous
These Terms shall be effective until the expiration or termination of the Customer Agreement or Customer’s revocation of your authority to access and use the Platform on Customer’s behalf. Upon expiration or termination of the Customer Agreement, Gateway will terminate your access to and use of the Services. Sections 5 through 9 shall survive any expiration or termination of these Terms.
These Terms are governed by the laws of the State of California, without regard to conflict of laws principles. Any proceeding arising out of these Terms shall be brought exclusively in the state and federal courts located in Santa Clara County, California.
In the event that any provision of these Terms 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 these Terms 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 these Terms will be effective unless it is in writing and signed by a representative of each party. The titles and section headings used in these Terms are for ease of reference only and shall not be used in the interpretation or construction of these Terms. No rule of construction resolving 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.”
These Terms, including the Privacy Policy, and the Customer Agreement constitute the entire agreement between you, Customer and Gateway with respect to the subject matter of these Terms, and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms. Any amendments or modifications to these Terms must be in writing and signed by Customer and Gateway. You may not assign these Terms or any rights or obligations hereunder without Gateway’s prior written consent.