Welcome to GC AI. This is an agreement between you and General Counsel AI, Inc. By registering for, accessing, or purchasing the Services or executing an agreement that refers to these Terms, you signify you have read, understood, and agree to be bound by these Terms.

When you use the Services on behalf of an entity (a Company), these Terms bind the Company, and the word “you” in the Terms refers to the Company. If you personally open an account for a Company, you represent that you have the authority to bind the Company to these Terms as applied to your use. If you don’t agree to these Terms or you don’t have authority, you may not use the Services.

THESE TERMS HAVE A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER PROVISION. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Services & Definitions

We provide legal AI software. These Terms govern your use of our software, services, and tools (collectively, the Services) and your purchases from us. You order Services by signing up online or executing an order document. Service subscriptions either start on the date you pay and continue for the subscription term you select, or they may have start and end dates we agree on separately. In each case, the time you have an active order with us is the “Term.”

We may also post or update guidelines for use of the Services. Guidelines are part of these Terms, and you agree to them here. Certain specific Services, like an integration with your company’s messaging platform, may have their own specific agreements, which we’ll present to you when you sign up for those services.

GC AI may (but is not required to) improve, modify, or update our Services, like by launching new features or fixing bugs. We will use commercially reasonable efforts to notify you in advance if updates materially change the Services. We have no obligation to keep providing all or any particular features of the Services or delivering any future functionality or features not part of a Service when you signed up.

Inputs. GC AI’s Services include Input(s), which means queries, data, attachments, or other information uploaded through the Service’s interfaces.

Internal business purpose(s) include purposes associated with being in-house counsel or part of the company’s legal team and providing legal advice within a company, even where that legal advice may become external to the company. For example, if you draft a privacy policy or letter using help from the GC AI’s Service, and then publish that policy or send that letter or, those are uses for Internal Business Purposes.

Output(s) and/or Service Output(s) means data, content, and other information that we provide to you in response to Input that you provide to us.

Input and Output may be referred to collectively as Content in these Terms.

Licenses to You; Outputs

License to You. Subject to compliance with these Terms, GC AI hereby grants you a limited, personal, non-transferable, worldwide, non-sublicensable license to:

Access and use the Services as contemplated by these Terms solely for your internal business purposes during the Term. You cannot sub-license or resell the Services, and

Use, display, distribute, publish, reproduce, and produce derivative works of the Service Output, for internal business purposes, for all time.

No resale. You may not resell Service Output, data, or other information learned from the Services, or any modified version or derivative work thereof.

Responsibility to Review. You agree to check and review Output and to abide by the legal, regulatory, or professional licensing or other fiduciary rules or obligations that may apply to you. You acknowledge that Output may be incomplete or incorrect.

Output Similarity. In light of the nature of our Services and artificial intelligence generally, Output may not always be unique. For example, other users may receive similar Output from our Services. Your rights to Output(s) under these Terms do not extend to other users' Output or third-party information, content, or data.

Licenses from You to GC AI

We may use Input(s) and De-Identified Data to maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe. You hereby grant and assign to GC AI a worldwide, non-exclusive, sublicensable, transferable, perpetual, irrevocable, fully paid-up, and royalty- free license for GC AI’s such uses of Input.

This license does not grant GC AI the right to disclose your Input or use your Input for any other commercial purposes. Further, under this license, GC AI may not use Inputs for training models for general use beyond within the Services, e.g. by our current service provider OpenAI. We may, in the future, seek to modify or revise GC AI’s uses of Input by notifying you in advance and providing the opportunity to cancel your subscription and delete your Input.

Fees & Payment

Pricing

Our Services may be priced and payable in different ways. We may offer free or trial versions. We reserve the right to determine eligibility for free services and our pricing overall in our sole discretion. We can change our pricing and remove our free services at any time without prior notice and with no liability to the greatest extent permitted under law, except that if you pay on a cyclical basis, such as monthly, you will continue to receive your current pricing through the end of your current billing cycle.

Payment

You are responsible for timely paying fees. We may charge your selected payment method until you cancel or modify your authorization for us to do so. Or, if your Order Form provides for invoices to you, those invoices will indicate due dates. Disputes about invoices must be raised within 14 days or waived.

We may collect fees or deactivate your account if you are past due. You are responsible for any taxes imposed on your use of the Services. If GC AI is obligated to collect such taxes, they will be added to your billing account.

All charges are earned upon receipt by us and based on services purchased regardless of actual usage and are nonrefundable except as set forth here and/or required by law.

Privacy and Security

User Data

Some of our Services work through your input or transfer to us of your information, such as queries you enter into chat that may potentially be subject to applicable privacy and data security laws (“User Data”). You agree and consent to the use, transfer, processing, and storage of User Data in accordance with these Terms and with our Privacy Policy.

Data Privacy

Both you and GC AI represent that our respective performance under this Agreement is compliant with applicable data privacy laws. GC AI is a “Service Provider” under the California Consumer Privacy Act (CCPA) and similar laws. Our use, retention, and/or disclosure of personal information is for the sole business purpose of performing the Services.

Security

We use commercially reasonable and industry-standard security technical and organizational practices and safeguards. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures, and you provide User Data to us at your own risk. If User Data is disclosed to or accessed by an unauthorized party, GC AI will notify you within five days of discovering such access and use reasonable efforts to assist.

Your rights in User Data you provide

You represent and warrant to GC AI that any User Data you provide is accurate, complete, and lawfully obtained under an appropriate privacy policy and that you have all rights and authority to share the User Data with GC AI for the purposes described in these Terms and the GC AI Privacy Policy. By submitting User Data to GC AI, you hereby grant, and you represent and warrant that you have all rights necessary to grant, all rights and licenses to the User Data required for GC AI and its subcontractors and service providers to provide the Services, including features that enable, for example, sharing certain User Data with third parties when you share a query. GC AI takes no responsibility and assumes no liability for any User Data, and you will be solely responsible for its User Data and the consequences of sharing it hereunder.

You own all rights in and to your User Data, subject to the limited rights granted to GC AI under these Terms. Following your use of the Services, you may request within the GC AI interface or by written request to GC AI to remove from GC AI’s systems any of your User Data.

De-Identified Data

GC AI may aggregate or de-identify User Data to avoid identifying you or a specific individual or company. You agree that GC AI will have the right, both during and after the term of these Terms, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of De-Identified Data. You authorize GC AI to store, process, and use your User Data: (1) to provide Services to you, and (2) to create de-identified data by removing all references to Personal Information (“De-identified Data”).

Accounts

Certain Services require registering and creating a GC AI account. You accept responsibility for activities that occur under your account or on behalf of your Company’s account, and you must immediately tell us if you believe your account is no longer secure. The person who registers on behalf of any Company is the initial administrator and determines initial access, privacy, and security (e.g. privilege levels) for the Services within the Company.

GC AI may access, preserve, and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with the law, enforce these Terms, or investigate claims of third parties, or protect the rights, property or personal safety of GC AI, our users, or the public.

Term and Termination; Renewal

These Terms will remain in effect until either party terminates them. To terminate these Terms, you may terminate your account and access to online Services at any time with written notice to us. Such termination takes effect at the end of the period for which you have paid.

We may terminate your access to Services, which terminates these Terms, for any or no reason by providing notice to you at least 21 days prior to the end of the paid period. In addition, GC AI may immediately terminate these Terms and/or your access to Services, without notice, if we believe: (a) you’ve breached these Terms; (b) your actions have caused or are likely to cause liability or other material negative effects for GC AI or others; or (c) you’ve failed to pay fees when due and not cured such non-payment within ten (10) days of notice of the non-payment; or (d) you go out of business or enter bankruptcy proceedings. No refunds are available for suspension or termination under this section.

Services offered as a subscription will automatically renew at the end of each Term unless you cancel by providing us with written notice before the end of the Term. Renewal will be at the then-current pricing for the applicable Service and may differ from the pricing you paid in the prior Term.

Integrations and APIs

GC AI may allow integrations with several workplace tools and other software. You may allow GC AI to automatically retrieve data from your or third-party systems or services for you (“Integrations”) by activating links within the Services. You hereby represent and warrant that you have the permission, authority, and rights for such Integrations and hereby grant GC AI permission for integrations where you link your or third-party systems in your user account or through such tools as we may provide.

GC AI disclaims liability associated with providing to you, accessing, and retrieving data or information from such system(s) and services on your behalf. When you connect your systems, tools, or accounts for integrations, you authorize us to: (i) store and use any data and use any materials we need to do the integration and provide you the Service, (ii) gather any data reasonably necessary for us to provide

the Services to you; and (iii) otherwise take any action in connection with such service as is reasonably necessary for us to provide the Services to you. You agree that third-party service providers are entitled to rely on the foregoing authorization you have granted. You hereby agree that if your right and authority to allow GC AI automatic access to such system(s) lapses, you will immediately disable such integrations from within your account.

Service Rules

You agree not to:

Use any of the Services for any unlawful or prohibited purpose (e.g. to support the unauthorized practice of law) or as prohibited by these Terms;

Damage, disable, overburden, interfere with, or impair the Services;

Attempt to gain unauthorized access to the Services or other users’ accounts;

Game or attempt to game our Services for any reason, including to receive lower pricing, for example, by signing up for free trials with different usernames, impersonating others, or sharing passwords or encouraging others to share theirs;

Use any robot or other automated means to access the Service without our express written permission or bypass any access or security measures;

Modify, adapt, translate, or create derivative works based upon any of the Services;

Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services, except to the extent expressly permitted by applicable law notwithstanding this limitation;

Rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any of the Services to any third party; provide time sharing or similar services for any third party; or use the Services for any purpose other than your own internal business use;

Access the Services if you are a direct competitor of GC AI, except with GC AI’s prior written consent or for any competitive purposes;

Collect personally identifiable information from the Services;

Introduce software, User Data, Inputs, or any mechanism that contains viruses, Trojan horses, or any other elements that could interrupt or harm our systems or software;

Scrape, crawl, or through manual or automated means pull data or content from the Services in any aggregated or collected manner; or

Distribute or disclose any part of the Services in any medium outside of your internal business use

Inject prompts or commands to manipulate the AI's output to generate unlawful, unethical, or harmful content or to reverse engineer or attack the Services.

Intentionally prompt the AI to disclose sensitive, confidential, or proprietary information of any third party without authorization.

Professional Services from GC AI

GC AI may also offer professional or integration services, like AI adoption consulting. For professional services, we provide a Work Order or Statement of Work. Once executed, the Work Order binds both you and GC AI, and services provided under that Work Order would be governed both by that Work Order and these Terms. We control how we provide professional services and may use subcontractors if we remain responsible for their work. If either you or GC AI request a change to an agreement for professional services, those changes

take effect only when we sign a mutually agreed change order. If you delay, postpone, or fail to respond to a GC AI change request, we may suspend our performance and not be liable.

Intellectual Property in the Services; Trademarks

GC AI Materials

GC AI and its licensors own all intellectual and proprietary rights in and to the Services, including but not limited to the software, systems, content, images, video and audio, and the design, selection, and arrangement thereof. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, trademarks, trade names, and all other elements of the Services provided by GC AI (the “Materials”), but expressly excluding any of the foregoing owned or licensed by and inputted to the Services at the direction of You (including without limitation User Data), are protected by intellectual property and other applicable laws. All Materials contained in the Service, including without limitation the intellectual property rights in them, are the property of GC AI or its subsidiaries, affiliated companies, or licensors. Except as expressly provided herein, these Terms do not create a license to or under the Materials. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

Feedback

If you submit comments, ideas, or feedback about the Services to us, we are free to use such comments (in anonymous form) without any additional compensation. You acknowledge that, by acceptance of your submission, GC AI does not waive any rights to use similar or related ideas previously known to GC AI, developed by its employees, or obtained from others.

Marks

The GC AI name, the GC AI mark, and all related names, logos, product and service names, designs, and slogans are trademarks of GC AI or its affiliates or licensors. You must not use such marks or any marks that are confusingly similar without the prior written permission of GC AI.

Confidential Information

In connection with the Services, each party (as “Recipient”) may receive or learn information from the other party (as “Discloser”) not generally known to the public or in the relevant trade or industry ("Confidential Information"). Your Confidential Information may include, without limitation, User Data and other information you disclose to GC AI about your business. GC AI’s Confidential Information includes the Service Output and any market data, reports, and analyses we provide in connection with the Services. Each party, as Recipient, agrees to hold all in strict confidence any Confidential Information of Discloser, not to disclose the Discloser’s Confidential Information to any third parties without prior authorization from Discloser, and not to use any Confidential Information for any purpose except those authorized by these Terms of Service or otherwise authorized in writing by Discloser.

Disclaimers; No Warranties

THE SERVICE AND ANY THIRD-PARTY OR USER DATA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ANY OF THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GC AI, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM

ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

GC AI, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

GC AI, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD-PARTY OR USER DATA, MATERIAL, OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD PARTY OR USER PROVIDED INFORMATION, MATERIAL, OR DATA. GC AI WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR USER DATA.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL GC AI OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR MATERIALS ON THE SERVICE, OR ANY OTHER INTERACTIONS WITH GC AI, EVEN IF GC AI OR A GC AI AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, GC AI’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL GC AI’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSOR’S, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

YOU ACKNOWLEDGE AND AGREE THAT GC AI HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE

LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND GC AI.

Indemnification

You agree to defend, indemnify and hold harmless GC AI and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services, including any data or work transmitted or received by you; (b) your violation of any term of these Terms, including without limitation, your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any claim or damages that arise as a result of any of your User Data or any other data that are submitted via your account; or (f) any other party’s access and use of the Services with your unique username, password or other appropriate security code. GC AI will have the right to control the defense, settlement, adjustment, or compromise of any such claims, actions, or proceedings by using counsel selected by GC AI. GC AI will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of them.

Location of the Service

The Services are controlled and operated from the United States. GC AI makes no representations that the Services are appropriate or available in other locations. You may not use the Services if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S. By using the Services, you consent to have your personal data transferred to and processed in the United States.

Governing Law; Arbitration; and Class Action/Jury Trial Waiver

Governing Law.

You agree that (a) the Service shall be deemed solely based in California, and (b) the Service does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences for the substantive law, any arbitration conducted under these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco, California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary