Terms of Service

Effective date: August 10, 2026
Last updated: August 10, 2026

These Terms of Service ("Terms") are a binding agreement between Gibon AI, Inc., a Delaware corporation ("Gibon," "we," "us," or "our"), and the person or entity agreeing to them ("Customer," "you," or "your").

These Terms govern your access to and use of all of our websites, applications, integrations, APIs, and hosted services (collectively, the "Services"), including any product we offer under a separate brand or domain name. Product-specific terms, if any, are set out in an order form or product-specific addendum and are incorporated into these Terms.

By creating an account, clicking to accept, installing any of our applications or integrations, or otherwise accessing or using the Services, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

These Terms contain a binding arbitration provision and a class action waiver in Section 17. Please read Section 17 carefully.

If you do not agree to these Terms, do not use the Services.

1. Definitions

2. The Services

2.1 Access

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services during your subscription term for your internal business purposes.

2.2 Automated processing

The Services are automated. They may read, analyze, execute, transform, and generate content based on Customer Data, and may take actions in connected systems that you have authorized. You are responsible for reviewing the output of the Services before relying on it, and for the consequences of any action you authorize the Services to take on your behalf.

2.3 Artificial intelligence and machine learning

The Services use large language models and other machine learning systems, including models operated by third parties. AI-generated output may be inaccurate, incomplete, or unsuitable for your purpose, and may vary between runs given identical inputs. Output is not professional advice of any kind. You are solely responsible for evaluating the accuracy, quality, security, and fitness of any output before using it.

2.4 Changes to the Services

We may add, modify, or discontinue features of the Services. We will not make a change that materially degrades a core function of a paid Service during your then-current subscription term without providing notice as described in Section 16.

2.5 Beta and preview features

We may make features available on a beta, preview, or early-access basis. Beta features are provided "as is," may be modified or withdrawn at any time, may be unstable, and are excluded from any service commitment, warranty, indemnity, or support obligation.

3. Accounts and eligibility

You must provide accurate registration information and keep it current. You are responsible for all activity under your Account, for maintaining the confidentiality of your credentials and access tokens, and for your Users' compliance with these Terms. Notify us promptly at [email protected] if you suspect unauthorized access.

The Services are offered for business use. You must be at least 18 years old and legally able to enter into a contract. The Services are not directed to children, and we do not knowingly permit anyone under 16 to create an Account.

Territory. The Services are offered to and intended for business customers located in the United States. We make no representation that the Services are appropriate or available for use in any other jurisdiction. If you access the Services from outside the United States, you do so on your own initiative and are solely responsible for compliance with the laws of your jurisdiction, including any data protection, privacy, and consumer protection laws. We may decline to provide, or may discontinue, the Services in any jurisdiction at our discretion.

4. Fees and payment

4.1 Fees

You agree to pay all fees for the plan you select, as described at checkout or in your Order Form. Fees are stated in U.S. dollars, are non-refundable except as expressly stated in these Terms or required by law, and are exclusive of taxes.

4.2 Billing and renewal

Subscriptions are billed in advance on a recurring basis and renew automatically at the end of each billing period at the then-current rate, unless cancelled before the renewal date. Payment processing is handled by our payment processor; you authorize us and our processor to charge your payment method for all amounts due.

4.3 Usage-based charges

Some plans include usage allowances. Usage beyond an included allowance may be billed at the applicable overage rate or may be limited or paused until the next billing period, as described in your plan.

4.4 Price changes

We may change our prices. For a change affecting your existing subscription, we will give you at least 30 days' notice before the change takes effect at your next renewal. Continuing to use the Services after the change takes effect constitutes acceptance of the new price.

4.5 Non-payment

If a payment fails or an invoice remains unpaid past its due date, we may suspend your access to the Services after providing notice and a reasonable opportunity to cure.

4.6 Taxes

You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our net income. If we are required to collect such taxes, they will be added to your invoice.

4.7 Cancellation

You may cancel your subscription at any time through your Account settings or by contacting [email protected]. Cancellation takes effect at the end of the then-current billing period. We do not provide prorated refunds for partial periods except where required by law.

5. Acceptable use

You will not, and will not permit any User or third party to:

We may investigate suspected violations and may suspend or terminate access as described in Section 12. Violations of this Section 5 are terminable immediately and without a cure period.

6. Customer Data and intellectual property

6.1 Your ownership

As between you and us, you own all right, title, and interest in Customer Data, including your source code and any output the Services generate from it. We claim no ownership in Customer Data.

6.2 Limited license to us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, copy, execute, display, analyze, and otherwise process Customer Data solely to the extent necessary to provide, secure, maintain, and support the Services for you, and as otherwise permitted by our Privacy Policy. This license terminates when Customer Data is deleted from the Services.

6.3 No training on Customer Data

We do not use Customer Data to train, fine-tune, or improve any machine learning model, whether ours or a third party's. We contractually require our AI and data-processing subprocessors not to train their models on data we submit through the Services. We do use aggregated and de-identified operational metadata about Service usage — such as run duration, step counts, error rates, token consumption, and success rates — to operate, secure, debug, and improve the Services. Such metadata does not include your source code or the substantive content of Customer Data.

6.4 Our intellectual property

We and our licensors own all right, title, and interest in the Services, including all software, models, prompts, workflows, designs, documentation, trademarks, and all improvements to any of the foregoing. Except for the limited access rights granted in Section 2.1, no rights are granted to you by implication, estoppel, or otherwise.

6.5 Feedback

If you send us suggestions, feature requests, or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without obligation or attribution to you.

6.6 Publicity

We will not use your name, logo, or identify you as a customer in marketing materials without your prior written consent, which may be given by email.

7. Third-Party Services

The Services may integrate with Third-Party Services that you choose to connect, and may require you to grant permissions or access tokens to those services. You are responsible for your use of Third-Party Services, for the scope of permissions you grant, and for compliance with their terms. We are not responsible for the availability, accuracy, security, or practices of any Third-Party Service, and their access to or handling of your data is governed by their terms, not these Terms. If a Third-Party Service becomes unavailable or changes its terms, we may modify or discontinue the corresponding functionality.

8. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information. The receiving party will use the other party's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will limit access to personnel and subprocessors bound by comparable confidentiality obligations.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information if legally compelled, provided it gives prompt notice where legally permitted.

These obligations continue for five (5) years after termination, and for trade secrets, for as long as the information remains a trade secret under applicable law.

9. Security and data protection

We maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, including encryption in transit and at rest, access controls, logging, and isolation of customer workloads. Our processing of personal data is described in our Privacy Policy. Where we process personal data on your behalf as a processor, we will enter into a data processing addendum with you on request at [email protected], and that addendum will control over these Terms to the extent of any conflict. Details of our security program are available on request at [email protected].

You are responsible for configuring the Services appropriately for your risk profile, including the scope of repository and system access you grant, the management of User permissions, and the secrets or credentials present in any environment the Services access.

10. Service availability

We aim to keep the Services available and will use commercially reasonable efforts to do so, but the Services are provided without an uptime commitment unless you have executed a separate service level agreement with us. We may perform scheduled or emergency maintenance, and may suspend the Services where necessary to address a security threat, a legal requirement, or a risk to the integrity of the Services.

11. Warranties and disclaimers

Each party represents that it has the authority to enter into these Terms. You represent that you have all rights and permissions necessary to submit Customer Data to the Services and to authorize the processing described in these Terms.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, ORIGINAL, NON-INFRINGING, OR SUITABLE FOR YOUR PURPOSE.

12. Term, suspension, and termination

12.1 Term

These Terms begin when you first accept them and continue until all subscriptions have expired or been terminated.

12.2 Suspension

We may suspend your access to all or part of the Services, with notice where practicable, if (a) your account is past due, (b) your use poses a security risk or threatens the integrity or performance of the Services, (c) we reasonably believe your use violates Section 5 or applicable law, or (d) suspension is required by law. We will restore access promptly once the cause is resolved.

12.3 Termination

Either party may terminate these Terms for material breach if the breach remains uncured 30 days after written notice. We may terminate immediately and without a cure period for a violation of Section 5 (Acceptable use), for conduct that poses a security or legal risk to us or our other customers, or where required by law. We may terminate a free or trial subscription at any time. You may terminate at any time by cancelling your subscription and closing your Account.

12.4 Effect of termination

On termination, your right to access the Services ends immediately. For 30 days after termination, you may request an export of Customer Data still in our possession. After that period, we will delete or de-identify Customer Data in accordance with our retention practices and our legal obligations. Sections 4 (for amounts accrued), 6, 8, 11, 12.4, 13, 15, 17, and 18 survive termination.

13. Limitation of liability

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

GENERAL CAP. EXCEPT AS STATED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID OR OWED TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$100.

SUPER-CAP. OUR TOTAL AGGREGATE LIABILITY FOR OUR INDEMNIFICATION OBLIGATION UNDER SECTION 14.1 WILL NOT EXCEED TWO (2) TIMES THE GENERAL CAP.

Claims not subject to any cap: your payment obligations under Section 4; your indemnification obligation under Section 14.2; your breach of Section 5 (Acceptable use); and either party's gross negligence, willful misconduct, or fraud.

For the avoidance of doubt, liability for breach of Section 8 (Confidentiality) is subject to the general cap.

These limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. The parties acknowledge that these limitations are an essential basis of the bargain and are reflected in the pricing of the Services.

14. Indemnification

14.1 By us

We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and will indemnify you for damages finally awarded or agreed in settlement, subject to the super-cap in Section 13. This obligation does not apply to claims arising from Customer Data, Third-Party Services, output generated from Customer Data, modifications not made by us, or use of the Services in combination with anything not provided by us.

If the Services become, or we believe may become, subject to an infringement claim, we may at our option procure the right to continue use, modify the Services to be non-infringing, or terminate the affected subscription and refund any prepaid, unused fees. This Section 14.1 states your sole and exclusive remedy for any claim of intellectual property infringement by the Services.

14.2 By you

You will defend and indemnify us against any third-party claim arising from Customer Data, your violation of Section 5, your violation of applicable law or a third party's rights, or your failure to obtain any consent or right necessary to submit Customer Data to the Services.

14.3 Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.

15. Insurance

We maintain, or will maintain as our business scales, commercially reasonable insurance coverage appropriate to the nature and scale of the Services. Details of current coverage are available to enterprise customers on request at [email protected].

16. Changes to these Terms

We may update these Terms. If a change is material, we will provide at least 30 days' notice by email to your Account's primary address or by a prominent notice in the Services before it takes effect. Changes apply prospectively. If you do not agree to a material change, your remedy is to stop using the Services and cancel your subscription before the change takes effect; we will refund any prepaid, unused fees for the remainder of your term. All versions of these Terms are dated, and prior versions are available on request at [email protected].

17. Dispute resolution, arbitration, and class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO PARTICIPATE IN A CLASS ACTION.

17.1 Informal resolution first

Before initiating arbitration, the parties will attempt in good faith to resolve the dispute informally. The initiating party will send a written description of the dispute and the relief sought to [email protected] (or, if we initiate, to your Account's primary email address). If the dispute is not resolved within 30 days, either party may proceed to arbitration.

17.2 Binding arbitration

Any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is Wilmington, Delaware. Proceedings may be conducted remotely by videoconference, and the arbitrator may permit remote appearance for all hearings. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

17.3 Class action waiver

THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this Section 17.3 is found unenforceable as to a particular claim, that claim is severed from arbitration and will proceed in court under Section 18, and the remainder of this Section 17 stays in effect.

17.4 Exceptions

This Section 17 does not apply to, and either party may bring in court: (a) an action seeking injunctive or other equitable relief for actual or threatened infringement or misappropriation of intellectual property, or breach of Section 8 (Confidentiality); or (b) an individual claim brought in a small claims court of competent jurisdiction.

17.5 Opt-out

You may opt out of this Section 17 by sending written notice to [email protected] within 30 days of first accepting these Terms, stating your Account name and that you opt out of arbitration. Opting out does not affect any other provision of these Terms.

17.6 Negotiated agreements

If you have executed a separate Order Form or written agreement with us that addresses dispute resolution, that agreement controls over this Section 17 to the extent of any conflict.

18. General

Governing law and venue. These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 17, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New Castle County, Delaware, and waive any objection based on inconvenient forum.

Notices. Notices to you may be sent to your Account's primary email address or posted in the Services. Notices to us must be sent to [email protected] and, for legal notices, to Gibon AI, Inc., 2261 Market Street STE 80461, San Francisco, CA 94114.

Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice to the other party.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, governmental action, internet or utility failures, and failures of third-party infrastructure or model providers.

Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship, and no third-party beneficiaries.

Export and sanctions. You represent that you are not located in, and will not use the Services in, a country or by a person subject to U.S. embargo or sanctions, and that you will comply with applicable export control laws.

Government users. The Services are commercial computer software. Use by U.S. government entities is subject to the restrictions in FAR 12.212 and DFARS 227.7202.

Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect. A failure to enforce any provision is not a waiver.

Entire agreement. These Terms, together with any Order Form, Documentation referenced here, our Privacy Policy, and any data processing addendum executed between the parties, are the entire agreement between the parties regarding the Services and supersede all prior agreements on that subject. Any terms in your purchase order or vendor form are void and of no effect unless we sign them.

Contact

Gibon AI, Inc. 2261 Market Street STE 80461, San Francisco, CA 94114 General: [email protected] · Legal: [email protected] · Security: [email protected] · Privacy: [email protected]