Terms of Service
GIC Technologies, Inc.

These Terms of Service (the "Terms") govern access to and use of the AI-agent orchestration platform branded as Cofounder, available at https://app.cofounder.co and described at https://cofounder.co, together with any successor websites and the related software, AI Agents, APIs, integrations, Managed Infrastructure, and features GIC provides under these Terms (collectively, the "Platform"). These Terms are a binding agreement between GIC Technologies, Inc. ("GIC," "we," "us," or "our") and the Customer identified under Section 1.1. "You" and "your" refer to the Customer.

THESE TERMS REQUIRE INDIVIDUAL ARBITRATION AND WAIVE JURY TRIALS AND CLASS OR REPRESENTATIVE ACTIONS. SEE SECTION 15. SECTION 9 EXPLAINS HOW GIC USES DEIDENTIFIED DATA TO TRAIN AI MODELS AND LICENSES IT TO THIRD PARTIES.

1.1 Customer and Acceptance

The Platform is offered only for business use. The individual completing the online acceptance process must be at least the age of legal majority where they live and legally capable of accepting these Terms. That individual must indicate whether they are accepting personally or on behalf of an existing legal entity. If a legal entity is identified as the customer during account registration, in a self-service checkout record, or in an applicable Order, and the individual accepts these Terms on that entity's behalf, the legal entity is the Customer and a party to these Terms. The individual represents that they are an owner, officer, or other representative authorized to bind the entity, but does not become the Customer solely because they complete the acceptance process.

If no existing legal entity is identified as the customer, the individual accepting these Terms is the Customer personally. Using a proposed company name, trade name, or business name does not make that proposed business a separate party to these Terms.

If an individual Customer later forms a legal entity for the business, the Customer may request to transfer the Workspace and subscription to that entity. The transfer becomes effective only when an authorized representative of the entity accepts the applicable terms and completes GIC's account-transfer process. After the transfer, the entity becomes the Customer and is responsible for the Workspace and for obligations arising after the transfer. Unless GIC agrees otherwise, the individual remains responsible for obligations incurred before the transfer.

By creating an Account, clicking an acceptance button, purchasing or using the Platform, or otherwise indicating acceptance, Customer agrees to these Terms. If Customer does not agree, Customer must not access or use the Platform.

1.2 Accounts, Workspaces, and Authorized Users

An "Account" is an individual user's authentication account. A "Workspace" is a business environment within the Platform associated with a Customer. Customer may have one or more Workspaces, subject to any applicable Order. Customer may authorize employees, contractors, and other individuals to access its Workspaces on Customer's behalf ("Authorized Users").

Customer must designate at least one Authorized User as a Workspace administrator. Workspace administrators may invite or remove Authorized Users, connect Third-Party Services, configure permissions, authorize Agent Actions, and manage Workspace settings. Customer is responsible for its Workspace administrators' and Authorized Users' compliance with these Terms and for activity conducted through its Workspaces.

Each Authorized User must use a separate Account, provide accurate information, protect Account credentials, and promptly notify GIC of suspected unauthorized access. Credentials may not be shared. Customer is responsible for maintaining appropriate internal authorization and offboarding procedures.

2.1 Access to the Platform

Subject to these Terms and Customer's payment of applicable Fees, GIC will make the Platform available during the period stated in Customer's Order. Customer may access only the features, functionality, capacity, and integrations included in its Order.

Customer will use the Platform in accordance with the Documentation, its Order, and applicable technical, storage, compute, user, and usage limits. Customer must not circumvent or attempt to circumvent those limits.

2.2 Changes to the Platform

GIC may add, modify, limit, suspend, or discontinue Platform features. During a paid subscription term, GIC will not materially reduce the Platform's overall functionality, except as reasonably necessary to address security, comply with law, respond to changes in Third-Party Services, or address circumstances outside GIC's reasonable control. GIC has no obligation to provide any planned, beta, preview, experimental, or future functionality unless an Order expressly requires it.

2.3 Support

Unless an Order expressly states otherwise, GIC has no obligation to provide maintenance, technical support, service levels, guaranteed response times, or guaranteed availability.

3.1 Authorization of Agent Actions

Customer may enable Platform features, connect Third-Party Services, configure permissions, and authorize Agent Actions. When Customer provides an instruction, enables a permission or automated workflow, or approves an Agent Action, Customer authorizes GIC to cause AI Agents to perform the applicable Agent Action on Customer's behalf.

3.2 Customer Oversight

Customer is responsible for determining the level of human review appropriate for its use of the Platform, and for reviewing Outputs and Agent Actions before using or relying on them.

Customer will require human approval before any Agent Action that Customer reasonably determines could materially affect Customer, another person, production systems, financial accounts, legal rights, or external communications. An approval workflow does not establish that an Agent Action or Output is accurate, complete, lawful, secure, reversible, or suitable for Customer's intended use.

3.3 Customer Responsibilities

Customer is responsible for:

• selecting appropriate use cases and permissions;
• monitoring its Authorized Users' use of AI Agents and Agent Actions;
• verifying facts, code, calculations, legal requirements, and third-party rights;
• maintaining backups and business-continuity measures appropriate for its operations;
• ensuring that Authorized Users have appropriate authority; and
• complying with laws and contractual obligations applicable to Customer's business and use of the Platform.

3.4 AI Limitations

Customer acknowledges that AI systems are probabilistic and may produce Outputs or Agent Actions that are inaccurate, incomplete, outdated, biased, offensive, infringing, insecure, or otherwise unsuitable. Customer is responsible for evaluating Outputs and Agent Actions before using or relying on them. Customer must not represent that an Output has been independently verified or is wholly human-generated unless that representation is accurate.

3.5 No Professional Advice

AI Agents are software. They are not Customer's employees, officers, attorneys, accountants, financial advisers, brokers, fiduciaries, or legal agents. GIC does not provide legal, financial, tax, accounting, employment, or other professional advice through the Platform. This includes terms of service, privacy policies, contracts, and other legal or policy documents that AI Agents draft or publish for Customer's business. Customer will obtain qualified professional advice when appropriate.

4.1 Third-Party Services

Customer may enable Third-Party Services. Customer's use of a Third-Party Service is governed by Customer's agreement with its provider. GIC is not responsible for a Third-Party Service's eligibility decisions, availability, performance, security, pricing, data practices, or continued operation.

4.2 Customer-Owned Accounts

Where the Platform connects to an account held directly by Customer, Customer is responsible for:

• creating or approving the account;
• accepting the third party's terms;
• maintaining the account in good standing;
• paying applicable charges; and
• granting GIC the access needed to provide the Platform.

Customer represents and warrants that it is authorized to connect each Customer-owned account and to grant the access that Customer enables. Customer authorizes GIC and AI Agents to use that delegated access within Customer's instructions and enabled permissions.

Accounts involving legal identity, regulated activity, funds, tax obligations, or external business identity must identify Customer or its authorized representative as the applicant or account holder, unless GIC expressly agrees otherwise. These include domain registrations, merchant or payment accounts, banking or financial accounts, and formation-provider accounts. AI Agents may prepare, prepopulate, or initiate workflows, but Customer must review and approve required attestations, filings, applications, and provider terms.

4.3 GIC-Managed Infrastructure

GIC may provision Managed Infrastructure through accounts held or administered by GIC or its providers. Customer does not acquire ownership of those provider accounts or of any shared infrastructure.

Customer's rights in Customer Materials and Outputs are governed by Section 7. GIC will provide the export or transfer functionality made available through the Platform. Any transfer is subject to provider capabilities, Customer's cooperation, payment of outstanding Fees, credential rotation, and completion of applicable provider procedures.

4.4 Payments for Customer's Business

Where Customer uses the Platform to configure or facilitate payments from Customer's own customers, Customer is the merchant of record unless the applicable provider expressly states otherwise. Customer is responsible for the products and services it sells, refunds, chargebacks, taxes, customer support, disclosures, and payment-network compliance. GIC does not receive, hold, or transmit Customer funds except to the extent expressly stated in an Order or Supplemental Terms.

4.5 Third-Party Charges

Customer is responsible for charges incurred through Customer-owned Third-Party Services. GIC may pass through, or bill Customer for, provider charges, usage, domains, communications, data purchases, advertising, or other external expenses as disclosed in the Platform or an Order. Customer must configure available spending controls and monitor usage. GIC is not responsible for third-party price changes or charges outside GIC's control.

5.1 General Restrictions

Customer and its Authorized Users must not use the Platform to:

• violate law, regulation, sanctions, export controls, or another person's rights;
• misrepresent identity, affiliation, authority, sponsorship, or the origin of content;
• send unlawful, deceptive, unsolicited, or abusive communications, or disregard opt-outs and suppression lists;
• collect, use, disclose, enrich, or purchase personal information without appropriate authority and notices;
• upload or transmit malware, malicious code, or instructions intended to compromise systems;
• probe, disrupt, overload, circumvent, or interfere with security, access controls, rate limits, or the Platform;
• access another person's Account, Workspace, or data without authorization;
• sell, resell, sublicense, rent, distribute, or provide access to the Platform to any third party, or use the Platform to provide a hosted or managed version of the Platform to others, except as expressly permitted in an Order;
• reverse engineer, decompile, copy, scrape, benchmark for competitive development, or build a competing service from the Platform, except to the extent a restriction is prohibited by law;
• remove proprietary notices or use GIC marks without permission;
• use the Platform for weapons, unlawful surveillance, exploitation, or discrimination, or for decisions that create legally significant effects without appropriate human review and legal compliance;
• submit credentials, private keys, authentication secrets, or similarly sensitive access information in prompts, files, or fields not specifically designed to receive them;
• process protected health information, nonpublic financial information subject to GLBA, children's data, government identifiers, biometric identifiers, precise geolocation, or other regulated or highly sensitive information, unless GIC has expressly agreed in writing to support the use case;
• use automated or systematic queries, Outputs, or other results from the Platform to extract or replicate model behavior, or to train, fine-tune, or improve a model that competes with the Platform or its model providers, except as GIC expressly permits in writing; or
• cause GIC or a provider to become subject to specialized regulatory obligations that GIC has not agreed in writing to undertake.

5.2 Prohibited Businesses and Content

Customer must not use the Platform to build, operate, market, or support any of the following:

• scams, phishing, impersonation, or fraudulent investment, earnings, or "get rich quick" schemes;
• spam, purchased or scraped-list outreach, fake reviews, fake followers or engagement, or account farms;
• malware, credential theft, stalkerware, spyware, or nonconsensual surveillance or tracking;
• the sale of stolen data, accounts, documents, or credentials;
• child sexual abuse material or any sexualization of minors, nonconsensual intimate imagery, pornography, or escort or sexual services;
• illegal drugs, counterfeit goods, pirated content, or other illegal goods or services;
• human trafficking, terrorism or violent extremism, or incitement to violence or hatred;
• fake identities, documents, qualifications, credentials, or references;
• essay mills, contract cheating, or exam-taking services;
• pyramid schemes, or businesses whose earnings come mainly from recruiting others; or
• any business or transaction that is prohibited by applicable law or sanctions.

5.3 Restricted Businesses

The following businesses may be unavailable, or may be limited (for example, with no advertising or outbound messaging). GIC may also require additional verification, proof of licensing, or review before supporting them:

• gambling, betting, lotteries, and sweepstakes;
• weapons, ammunition, and explosives;
• cannabis, CBD, tobacco, vaping, and nicotine products;
• alcohol;
• payday lending, credit repair, debt relief, and debt collection;
• cryptocurrency, token sales, and speculative or guaranteed-return investment offers;
• financial services, insurance, and money transmission;
• healthcare, telehealth, therapy, pharmaceuticals, and dietary supplements;
• political campaigns, political advertising, and fundraising;
• charitable fundraising;
• dating and adult-adjacent services; and
• housing, employment, and credit offers.

GIC may update the lists in Sections 5.2 and 5.3 by posting an updated version.

5.4 Resources Used Only for the Workspace's Business

Managed Infrastructure, communications capacity, advertising accounts, and other resources that GIC provisions for a Workspace may be used only for the business that Workspace was created for. For example, an agency may use Cofounder to market its own business. It may not use resources provisioned for its own Workspace to run advertising, outreach, or other work for its clients.

5.5 Automated Safety Screening

GIC may automatically screen outbound communications, published content, and certain Agent Actions for spam, fraud, prohibited content, security risks, and violations of these Terms or provider policies. GIC may also review them manually. Screening may use AI models, may delay or block content or Agent Actions, and may occasionally block legitimate content. Where reasonably practicable, GIC removes authentication secrets and similar sensitive values before screening. Content that is blocked is not sent.

5.6 Limits and Enforcement

GIC may set and change limits on usage and on external actions, such as emails, messages, advertising, deployments, and payments, particularly for new, free, or trial Workspaces. GIC may investigate suspected violations, and may suspend or restrict use as reasonably necessary to protect the Platform, users, providers, or third parties. This includes when GIC receives complaints or warnings from a Third-Party Service provider. GIC may also remove or disable content and block or reverse Agent Actions where possible.

6.1 Fees and Usage

Customer will pay the Fees set out in or calculated under its Order. Subscription Fees are billed in advance on a monthly or annual basis, as selected by Customer. Usage-based charges are billed in arrears. Customer authorizes GIC and its payment processor to charge the payment method on file.

6.2 Credits, Auto-Recharge, Trials, and Promotions

Certain usage is paid for with prepaid credits, which are consumed at the rates shown in the Platform as AI Agents perform work. Trials, credits, discounts, and promotions are subject to the terms displayed when offered. Unless otherwise stated, unused credits expire when the applicable period ends, have no cash value, and are not transferable. GIC may prevent abuse of trials or promotional offers.

If Customer enables auto-recharge, Customer authorizes GIC and its payment processor to charge the payment method on file for the amount Customer selects each time Customer's credit balance falls below the threshold Customer sets. These charges continue until Customer disables auto-recharge in Account settings. GIC will display the recharge amount and threshold before Customer enables auto-recharge, and will provide a receipt for each charge.

6.3 Renewals, Cancellation, and Account Closure

Paid subscriptions automatically renew as stated in the applicable Order unless Customer cancels before the renewal date. Customer may cancel through Account settings or another online cancellation method made available by GIC. Customer does not need to contact GIC or obtain confirmation from a GIC representative to cancel. GIC will provide any renewal or price-change notices required by applicable law. Cancellation takes effect at the end of the then-current paid period unless the Order or applicable law states otherwise. Customer may close its Account using available Account settings. Cancellation or Account closure does not relieve Customer of payment obligations incurred before its effective date.

6.4 Price Changes

GIC may change prices for future subscription periods or usage. Price changes do not affect a prepaid period and will apply no earlier than the next renewal. This does not apply to pass-through provider charges or usage rates that the applicable Order permits GIC to update. GIC will provide notice of material subscription price changes as required by law.

6.5 Taxes and Late Payment

Fees exclude taxes. Customer is responsible for sales, use, value-added, withholding, and similar taxes, other than taxes on GIC's net income. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. GIC may suspend paid features for overdue amounts after reasonable notice.

6.6 Refunds

Except as expressly stated in an Order or required by law, Fees are nonrefundable. Customer will not receive credits for partial periods, unused capacity, or unused credits.

6.7 Payment Disputes

Customer must notify GIC of a good-faith billing dispute within 30 days after the applicable charge or invoice, with reasonable detail. Customer remains responsible for all undisputed amounts. The parties will work in good faith to resolve a timely dispute.

7.1 GIC Technology

GIC and its licensors own the GIC Technology. Subject to these Terms and payment of Fees, GIC grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right during the applicable subscription to access and use the Platform for Customer's internal business purposes.

No rights are granted except as expressly stated. Customer may not use GIC's names, logos, or marks without written permission.

7.2 Customer Materials

As between GIC and Customer, Customer retains all right, title, and interest in Customer Materials.

7.3 Outputs

As between GIC and Customer, and to the extent permitted by law, Customer owns the rights that GIC has in Outputs, and GIC assigns those rights to Customer upon creation of the applicable Output. Customer's use of Outputs may be subject to third-party rights, open-source licenses, provider terms, and applicable law. GIC does not represent that Outputs are unique, noninfringing, or eligible for intellectual-property protection.

7.4 Feedback

GIC may use and commercialize Feedback without restriction or compensation. Feedback does not include Customer Data merely because Customer discusses it with support.

8.1 Confidential Information

Customer's Confidential Information includes Customer Data. GIC's Confidential Information includes nonpublic information about the Platform, GIC's security, nonpublic pricing, and GIC Technology.

Confidential Information does not include information that Recipient can demonstrate:

• (a) is or becomes publicly available through no breach of these Terms by Recipient or its representatives;
• (b) was lawfully known by Recipient without restriction before Recipient received it from Discloser;
• (c) is lawfully received from a third party without breach of a confidentiality obligation; or
• (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Each party, when receiving Confidential Information ("Recipient") from the other party ("Discloser"), will use Confidential Information only to perform its obligations and exercise its rights under these Terms. Recipient will protect Confidential Information using at least the same care it uses for its own information of similar sensitivity, and no less than reasonable care.

Recipient may disclose Confidential Information to its affiliates, employees, contractors, professional advisers, and service providers that need to know the information and are bound by confidentiality obligations at least as protective as this Section. Recipient remains responsible for their compliance with this Section.

Processing expressly permitted by Sections 7 and 9 does not breach this Section.

Recipient may disclose Confidential Information to the extent required by applicable law. Where legally permitted, Recipient will give Discloser prompt notice and reasonable assistance, at Discloser's expense, in seeking confidential treatment. Recipient will disclose only the portion legally required.

Following termination, Recipient will return or destroy Confidential Information at Discloser's written request, except that:

• (a) Customer Data is returned and deleted as provided in Sections 11.3 and 11.4; and
• (b) Recipient may retain copies in routine backups, records required by law, and records maintained under standard retention policies.

Any retained Confidential Information remains subject to this Section and may not be used for another purpose.

The obligations in this Section continue for three years after termination of these Terms. Obligations concerning trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

8.2 Security

GIC will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Customer is responsible for configuring its Workspace and integrations appropriately, using strong authentication, maintaining its systems and endpoints, and limiting permissions and secrets.

No system is completely secure. Customer must promptly notify GIC of suspected compromise and cooperate in reasonable mitigation. GIC will notify Customer of a confirmed security incident affecting Customer Personal Data as required by applicable law or an executed data processing addendum.

8.3 Customer Personal Data

To the extent GIC processes Customer Personal Data, Customer determines the purposes of processing. Customer instructs GIC to process Customer Personal Data to provide, secure, support, and maintain the Platform, to create Deidentified Data as described in Section 9.3, and as otherwise documented by Customer. GIC will process Customer Personal Data only for those purposes, as required by law, or as otherwise permitted under an applicable data processing addendum. Customer is responsible for the lawfulness of its instructions and for its notices to individuals and their rights.

A data processing addendum is available on request at support@generalintelligencecompany.com. If GIC and Customer execute a data processing addendum, it controls over these Terms for its subject matter.

9.1 Permitted Use of Customer Data

Except as expressly permitted by Section 9.3, GIC may use Customer Data only to:

• provide and maintain the Platform;
• detect, prevent, or mitigate security incidents, fraud, abuse, or technical issues, including through the screening described in Section 5.5;
• perform Customer's instructions, including authorized Agent Actions; and
• comply with applicable law.

Customer-specific memory, retrieval, personalization, evaluation, and improvement within Customer's Workspace are part of providing and maintaining the Platform. GIC will not use Customer Data to train generalized models except as permitted by Section 9.3.

Customer represents and warrants that it has provided all notices and obtained all rights, permissions, consents, and other legal bases necessary for GIC to receive Customer Materials and to use Customer Data as permitted by these Terms, including under Section 9.3.

9.2 Usage Data

GIC may use Usage Data to operate, secure, analyze, support, improve, develop, evaluate, and train the Platform and related models; to plan capacity; to prevent abuse; and to create analytics and benchmarks. When using Usage Data for model training, GIC will aggregate, deidentify, or otherwise minimize personal identifiers as appropriate to the use. GIC will not publicly disclose Usage Data in a manner that identifies Customer without Customer's permission.

9.3 Deidentified Data and Model Improvement

GIC may create Deidentified Data from:

• prompts and instructions submitted directly by Authorized Users;
• Outputs;
• Feedback; and
• associated Agent Action and tool-use information, including agent trajectories and traces.

GIC may use and retain Deidentified Data for analytics, research, and benchmarking, and to develop, evaluate, train, and improve the Platform and related AI systems. GIC may also provide Deidentified Data to third parties as described in Section 9.4.

This Section 9.3 and Section 9.4 apply to all Customers, Workspaces, and plans. The Platform does not offer a setting to opt out of them. They apply unless a signed enterprise agreement or data processing addendum expressly provides otherwise.

Before using information for generalized product or model improvement, or providing it under Section 9.4, GIC will apply measures designed to remove direct identifiers, authentication secrets, and excluded information. Unless Customer separately authorizes a lawful use, GIC will not use any of the following for these purposes:

• the substantive contents of Customer Materials retrieved from connected systems;
• personal data relating to Customer's end users, prospects, employees, or other third parties;
• payment, financial, identity-verification, beneficial-owner, or formation records;
• passwords, tokens, private keys, API keys, or other authentication secrets; or
• protected health information, children's data, government identifiers, biometric information, or other regulated or highly sensitive data prohibited under Section 5.1.

These restrictions do not limit GIC's use of Usage Data or Deidentified Data about the operation, performance, or outcomes of workflows involving these sources, provided the information does not include their substantive contents or reasonably identify Customer or any individual. GIC will maintain safeguards designed to prevent reidentification. GIC will not attempt to reidentify Deidentified Data, except to test and improve its deidentification controls or as permitted by law. GIC will publicly commit to maintaining and using Deidentified Data only in deidentified form.

9.4 Licensing Deidentified Data

GIC may license, sell, or otherwise provide Deidentified Data, including deidentified agent trajectories and traces, to AI research laboratories, model developers, and other third parties. Those recipients may use it to develop, train, evaluate, and improve AI models and systems. Before providing Deidentified Data, GIC will require each recipient to agree in writing to the following:

• (a) not to reidentify, or attempt to reidentify, any Customer or individual;
• (b) to maintain and use the data only in deidentified form;
• (c) to implement reasonable safeguards against reidentification;
• (d) not to disclose the data to another party unless that party agrees in writing to the same restrictions; and
• (e) to notify GIC if the recipient becomes aware that any data it received can reasonably be linked to a Customer or individual, and to stop using that data.

GIC will not disclose Customer's name or identity to recipients as the source of any Deidentified Data.

9.5 Ownership of Usage Data and Deidentified Data

As between GIC and Customer, GIC owns Usage Data and Deidentified Data. Deidentified Data, and models or artifacts trained on it, are not deleted when Customer Data is deleted under Section 11.

9.6 Model Providers

GIC may use third-party AI model providers to provide and improve the Platform. GIC will not authorize those providers to use Customer Data to train or improve their generalized models for their independent purposes. This restriction does not prevent providers from processing Customer Data to supply services to GIC, maintain security, prevent abuse, or comply with law under terms applicable to GIC. Section 9.4, not this Section 9.6, governs any provision of Deidentified Data to a model developer.

GIC's Privacy Policy, available at https://cofounder.co/privacy-policy, describes how GIC processes personal information covered by that policy.

11.1 Suspension

GIC may suspend or restrict access if reasonably necessary to address:

• (a) suspected unlawful or prohibited use;
• (b) a security threat;
• (c) material harm to GIC, a provider, Customer, or another person;
• (d) overdue Fees;
• (e) a provider's suspension or discontinuation; or
• (f) legal requirements.

Where reasonably practicable, GIC will provide notice and an opportunity to cure. GIC may act immediately where delay could increase harm or legal exposure.

11.2 Termination

Either party may terminate for material breach not cured within 30 days after notice. However, a breach incapable of cure, or one involving fraud, unlawful conduct, or material security risk, may justify immediate termination. GIC may terminate a free or trial Platform on notice and may discontinue the Platform as provided in Section 2.2. To the extent permitted by applicable law, either party may also terminate if the other party ceases business operations without a successor, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, liquidation, or a similar proceeding that is not dismissed within 60 days.

11.3 Export and Transfer

For 30 days after termination of a paid Workspace, GIC will make Customer Data available through then-supported export functionality, unless prohibited by law or unless suspension is necessary for security. This period does not apply if Customer has requested deletion under Section 11.4. Transfer of Managed Infrastructure is separate from data export and is subject to provider capabilities, Customer cooperation, Account creation, outstanding Fees, and applicable Supplemental Terms. GIC is not required to transfer its own provider accounts, shared infrastructure, or GIC Technology.

11.4 Deletion and Retention

If Customer requests deletion of its Account, a Workspace, or its Customer Data through Account settings or by email to support@generalintelligencecompany.com, GIC will delete the applicable Customer Data from active systems within 7 days after the request. Otherwise, GIC will delete Customer Data from active systems within 7 days after the export period in Section 11.3 ends. Both deletion periods are subject to the following exceptions:

• where retention is required by law;
• where retention is needed to resolve disputes or enforce agreements; or
• where Customer requests a longer period.

GIC maintains backups on a rolling 7-day cycle. Backup copies of deleted Customer Data are overwritten or deleted within 7 days after deletion from active systems. Until then, they remain protected and unavailable for ordinary use.

GIC retains system, security, access, and audit logs for up to 2 years. GIC may retain Account and billing records for legitimate business and legal purposes, including for the periods required by tax and accounting law. GIC may retain Usage Data, Deidentified Data, and model parameters or artifacts that cannot reasonably be linked to Customer or an individual. GIC is not responsible for deletion from Customer-owned Third-Party Services or from providers acting independently of GIC.

11.5 Effect of Termination

Upon termination, Customer's right to use the Platform ends. Sections that by nature should survive will survive, including payment obligations and Sections 5, 7 through 10, 11.3 through 11.5, and 12 through 16.

Customer will defend, indemnify, and hold harmless GIC, its affiliates, and their personnel from third-party claims, damages, losses, liabilities, penalties, costs, and reasonable attorneys' fees arising from or relating to:

• Customer Materials or Customer's products or services;
• Customer's or an Authorized User's violation of law, third-party terms, or these Terms;
• Customer's instructions, or Customer's unauthorized or unlawful use of the Platform or Outputs;
• external communications, transactions, filings, publications, or other Agent Actions authorized by Customer;
• allegations that Customer Materials or Customer's instructions infringe, misappropriate, or violate a third party's intellectual-property, privacy, confidentiality, or other rights; or
• Customer's fraud, willful misconduct, or misuse of the Platform.

GIC will promptly notify Customer of a covered claim, permit Customer to control the defense and settlement, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that admits fault by GIC or imposes obligations on GIC without GIC's written consent. GIC may participate with counsel at its own expense.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, INCLUDING ANY BETA OR PREVIEW FEATURES, AND ALL OUTPUTS AND MANAGED INFRASTRUCTURE ARE PROVIDED "AS IS" AND "AS AVAILABLE." GIC DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

GIC DOES NOT WARRANT THAT THE PLATFORM OR OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, SECURE, ERROR-FREE, UNINTERRUPTED, FREE OF HARMFUL CODE, PRESERVED WITHOUT LOSS, COMPATIBLE WITH CUSTOMER'S SYSTEMS, MEET CUSTOMER'S REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULT, OR BE SUITABLE FOR A PARTICULAR LEGAL, COMMERCIAL, TECHNICAL, OR REGULATORY PURPOSE. GIC DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED, AND DOES NOT WARRANT ANY THIRD-PARTY SERVICE OR CUSTOMER-OWNED SYSTEM.

GIC HAS NO OBLIGATION TO REVIEW CUSTOMER MATERIALS OR OUTPUTS. GIC IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, OR RELIABILITY OF CUSTOMER MATERIALS, THIRD-PARTY INFORMATION, OR CUSTOMER INSTRUCTIONS, OR FOR DECISIONS OR ACTIONS TAKEN BY CUSTOMER BASED ON THE PLATFORM OR OUTPUTS.

Nothing in these Terms excludes a warranty or liability that cannot lawfully be excluded.

14.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GIC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES CUSTOMER PAID TO GIC FOR THE PLATFORM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) US$100.

14.3 Exclusions

The limitations in Sections 14.1 and 14.2 do not limit Customer's payment obligations, Customer's indemnification obligations, or liability arising from Customer's unauthorized use of GIC Technology, fraud, or willful misconduct. They do not limit liability to the extent limitation is prohibited by law.

14.4 Allocation of Risk

The Fees reflect this allocation of risk. Each limitation applies regardless of the form of action, and even if a remedy fails of its essential purpose.

15.1 Informal Resolution

Before filing a claim, a party must send written notice describing the dispute and the relief requested. The parties will attempt in good faith to resolve the dispute for at least 30 days.

15.2 Governing Law

New York law governs these Terms, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.3 Binding Arbitration

Disputes arising out of or relating to these Terms or the Platform will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. This does not apply to claims eligible for small-claims court, or to requests for temporary or preliminary injunctive relief concerning unauthorized access, security, or intellectual property. Except for disputes concerning the enforceability of the class-action waiver, the arbitrator has exclusive authority to resolve disputes concerning the formation, existence, interpretation, applicability, or enforceability of this arbitration agreement. The arbitration will be conducted by one arbitrator in New York, New York, in English, unless the parties agree to remote proceedings or another location. Judgment may be entered in any court with jurisdiction.

15.4 No Class or Representative Actions; Jury Waiver

EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS WITHOUT ALL PARTIES' CONSENT. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

15.5 Court Proceedings

For proceedings permitted in court, the parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive objections to venue.

15.6 Limitation Period

To the extent permitted by law, any claim arising out of or relating to the Platform or these Terms must be commenced within one year after the claim accrues. This limitation does not apply to GIC's claims for unpaid Fees, to Customer's indemnification obligations, or to claims that cannot lawfully be limited.

16.1 Changes to Terms

GIC may update these Terms prospectively. GIC will post the updated Terms and change the "Last Updated" date. Nonmaterial changes take effect on the date stated in the updated Terms. For material changes, GIC will notify Customer by email or through the Platform, and will require Customer's affirmative acceptance before the changes apply. GIC may make a material change without prior acceptance if reasonably necessary to comply with law or address a security issue, provided GIC gives notice where practicable. If Customer does not accept a material change, Customer must stop using the Platform when its current subscription term ends. A signed enterprise agreement may be amended only as it provides.

16.2 Notices

GIC may provide notices to the email address associated with Customer's Account or through the Platform. Notices to GIC must be sent to support@generalintelligencecompany.com and are effective upon receipt. Customer must keep its contact information current.

16.3 Assignment

Customer may not assign these Terms without GIC's consent. However, Customer may assign them without consent in connection with a merger, reorganization, sale of substantially all assets, or a GIC-supported transfer from an unincorporated founder to a newly formed entity, provided the assignee accepts these Terms and is not a competitor of GIC. GIC may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, or sale of assets.

16.4 No Agency

These Terms do not create a partnership, joint venture, employment, fiduciary, franchise, or legal-agency relationship. Neither party may bind the other except as expressly authorized. References to "AI Agents" describe software functionality and do not create legal agency.

16.5 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or provider failures, labor disputes, natural disasters, war, terrorism, governmental action, epidemics, or utility failures. This does not excuse payment obligations.

16.6 Severability; Waiver

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain effective. A waiver must be in writing and applies only to the specific instance.

16.7 Entire Agreement; Additional Terms; Order of Precedence

These Terms, applicable Orders, Supplemental Terms, and any signed enterprise agreement or data processing addendum are the entire agreement between GIC and Customer concerning the Platform. They supersede prior or contemporaneous agreements concerning that subject. The Privacy Policy is not part of the agreement.

If Customer and GIC enter into a signed enterprise agreement, that agreement controls over these Terms. A separately executed data processing addendum controls with respect to its subject matter. Otherwise, an Order controls over Supplemental Terms, and Supplemental Terms control over these Terms, in each case only to the extent of a conflict.

GIC may require Customer to accept Supplemental Terms before using a particular Platform feature or related service. Supplemental Terms apply only to that feature or service. An Order modifies these Terms only if it expressly identifies the provision being modified and states that the parties intend the Order to modify that provision. Terms in a purchase order, procurement portal, vendor form, acknowledgement, or similar document supplied by Customer are administrative only. They do not modify, supplement, or supersede the agreement.

16.8 Interpretation

Capitalized terms are defined in context or in Section 17. Headings are for convenience. "Including" means "including without limitation." Electronic records and signatures have the same effect as paper records and signatures.

16.9 Subcontractors

GIC may use affiliates and subcontractors to provide the Platform and to exercise its rights under these Terms. GIC remains responsible for the overall performance of its obligations under these Terms. Any additional requirements concerning subprocessors that process Customer Personal Data are governed by an applicable data processing addendum.

16.10 No Third-Party Beneficiaries

These Terms are for the benefit of GIC and Customer only. They do not give any right or remedy to an Authorized User, Customer's customers, a data subject, a Third-Party Service provider, or any other person.

16.11 Export Controls and Sanctions

Customer and its Authorized Users must comply with applicable export, import, sanctions, and trade-control laws when using the Platform. Customer represents that neither Customer nor, to Customer's knowledge, any Authorized User is listed on a government restricted-party list or located in a country or territory subject to a comprehensive U.S. government embargo. Customer must not use, export, reexport, transfer, or permit access to the Platform in violation of those laws. Customer must not submit technical data controlled under the U.S. International Traffic in Arms Regulations, or similarly restricted data, unless GIC has expressly agreed in writing to support it.

16.12 Communications and Text Messages

GIC may send service, security, billing, and administrative communications by email and through the Platform. Customer may unsubscribe from marketing emails using the link in any message.

If an Authorized User provides a mobile number and opts in, GIC may send text messages about the Account and the Platform. Message frequency varies, and message and data rates may apply. Reply STOP to opt out, or HELP for help. Consent to receive text messages is not a condition of purchase. Mobile information will not be shared with third parties or affiliates for marketing or promotional purposes.

Capitalized terms used in these Terms have the meanings below. The singular includes the plural, and the plural includes the singular, where the context permits.

"Account" has the meaning given in Section 1.2.

"Agent Action" means an action taken through or at the direction of an AI Agent. Examples include generating or modifying code, creating pull requests, changing infrastructure or databases, preparing or sending communications, publishing content, handling support interactions, using connected data, configuring payment functionality, and initiating third-party workflows.

"AI Agent" means an artificial-intelligence system or software agent used by the Platform to generate content, recommend actions, use tools, interact with connected services, or perform configured tasks.

"Authorized User" has the meaning given in Section 1.2.

"Confidential Information" means nonpublic information disclosed by one party to the other that is identified as confidential, or that reasonably should be understood as confidential given its nature and the circumstances of disclosure.

"Customer" has the meaning given in Section 1.1.

"Customer Materials" means data, content, code, files, prompts, instructions, databases, configurations, domain settings, and other materials that Customer or an Authorized User submits to or makes accessible to the Platform, including through Third-Party Services.

"Customer Data" means Customer Materials and Outputs. Customer Data does not include GIC Technology, Usage Data, Feedback, or Deidentified Data.

"Customer Personal Data" means personal data contained in Customer Data that GIC processes on Customer's behalf.

"Deidentified Data" means information processed to remove or modify identifiers so that it cannot reasonably be linked to a particular individual or Customer, taking account of the means reasonably available.

"Documentation" means GIC's then-current user and technical documentation for the Platform.

"Feedback" means suggestions, ratings, corrections, ideas, or other feedback about the Platform provided by Customer or an Authorized User.

"Fees" means the subscription, usage, credit, overage, pass-through, and other amounts set out in or calculated under an Order.

"GIC Technology" means the Platform, Documentation, AI Agents, models, interfaces, designs, software, workflows, and related intellectual property owned or licensed by GIC.

"Managed Infrastructure" means cloud infrastructure and technical resources that GIC provisions or manages through Third-Party Services to host, build, deploy, or operate Customer's applications and Customer Data.

"Order" means either:

• (a) an electronic checkout record or order summary that reflects Customer's affirmative purchase or subscription selection through the Platform; or
• (b) an order form or other ordering document executed or otherwise accepted by both Customer and GIC.

"Output" means content, code, materials, or other results generated by the Platform for Customer in response to Customer Materials or Customer's instructions, excluding GIC Technology and Third-Party Services.

"Platform" has the meaning given in the introductory paragraph of these Terms.

"Supplemental Terms" means additional terms that Customer affirmatively accepts before using a particular Platform feature or related service.

"Third-Party Service" means a product or service supplied by a third party that the Platform connects to, incorporates, links to, relies on, or facilitates.

"Usage Data" means metadata and telemetry generated by the operation or use of the Platform. Examples include:

• features, models, and tools used;
• task categories;
• timestamps;
• device and browser information;
• technical event logs;
• latency;
• token and resource consumption;
• tool-call status;
• error codes;
• test and deployment status; and
• approval, rejection, and retry events.

Usage Data does not include Customer Materials, Outputs, or Feedback.

"Workspace" has the meaning given in Section 1.2.

GIC Technologies, Inc.
169 Madison Avenue, STE 15499
New York, NY 10016 USA
support@generalintelligencecompany.com