User Terms of Service

These User Terms of Service Agreement (this “Agreement”) governs access to and use of the Services (defined below) provided by Glidepath AI, Inc. (“Glidepath,” “we,” “our,” or “us”), by the user identified in the applicable

Glidepath Account (defined below) (“you”). This Agreement is effective as of the earliest of the date that you create a Glidepath Account, you access the Services (defined below), or you otherwise affirmatively agree to this Agreement (the “Effective Date”). By creating a Glidepath Account, accessing or using the Services in any manner, or otherwise agreeing to this Agreement, you hereby agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, you shall not have any right to, access or use the Glidepath AI-enabled software platform (the “Platform”) or any related products and services provided by Glidepath (collectively the “Services”).

If you are an individual and you accessing or using our Services on behalf of a company, organization, principal, or other entity designated in your Glidepath Account (as defined below) (an “Organization”), then: (i) all references to “you” or “your” in this Agreement will also be deemed to refer to such Organization; (ii) you represent and warrant that you have the authority to bind that Organization to this Agreement; and (iii) your acceptance of this Agreement will bind such Organization to this Agreement. The terms “you” and “your”, as used in this Agreement, refer to both you and such Organization.

Each of Glidepath and you may sometimes be referred to in this Agreement individually as a “Party” or collectively the “Parties.” The Parties hereby agree as follows:

1. SERVICES

1.1 Access to the Services. Subject to the terms and conditions of this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Services during the Term (as defined below) in accordance with the terms of this Agreement. We reserve the right to modify the Services at any time.

1.2 Use; Restrictions; Monitoring. You shall (a) be responsible for your compliance with this Agreement, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify us promptly of any such unauthorized access or use, and (c) use the Services only in accordance with the documentation made available by us (as subject to change from time to time) and applicable laws and government regulations. Additionally, you shall not: (i) make the Services or any information therein relating to any customers (“Customers”) or other end users (“Users”) of the Services available to anyone, other than other users within your Organization, if applicable; (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material; material in violation of third-party privacy rights; or viruses or malicious code; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) attempt to gain unauthorized access to the Services or any related systems, software or networks; (v) de-compile, decrypt, reverse engineer, disassemble, or otherwise reduce the Services to human-readable form or attempt to access the source code of the Services; (vi) provide false identity information, impersonate any person or entity, or otherwise misrepresent your relationship with any person or entity; or (vii) use or view the Services to create a product or service that is competitive with the Services (the preceding (i) – (vii) collectively, the “Restrictions”). We shall have the right (but not the obligation) to monitor your use of the Services to confirm compliance with the terms of this Agreement, it being understood that such monitoring shall not interfere with your use of the Services.

1.3 Ownership. We own all right, title, and interest in and to the Services, and all software, tools, services, materials, specifications, ideas, concepts, inventions, processes, techniques, know-how, deliverables, and work product used or developed by us in connection with its provision of the Services. In the event you provide us with any feedback or suggestions related to the Services (“Feedback”), you grant us a royalty-free, fully-paid-up, perpetual, irrevocable right and license to use Feedback for any lawful purposes, including incorporating Feedback into the Services or our other offerings. Any Feedback is provided for “as is” and shall not identify you. No rights are granted to you hereunder other than as expressly set forth herein.

1.4 Inputs and Outputs. You can interact with the Services in a variety of formats (each, an “Input”). The Services may generate responses (each, an “Output”) based on the Inputs. You are responsible for all Inputs and are solely responsible for all use of the Outputs.

1.5 Reliance on Outputs. Outputs may be generated using certain artificial intelligence or machine learning tools, which are frontier technologies that are still improving in accuracy. As a result, Output may not always be accurate, reliable or appropriate for your given use case. You acknowledge that any Output is provided for general informational purposes only and does not constitute legal, financial, accounting, or other professional advice. You understand that you are responsible for any actions taken based upon information received from us (including any Outputs), and where professional advice is needed, that you should seek independent professional advice from a person who is licensed or qualified in the applicable field and jurisdiction. We do not covenant or warrant that the Output will be accurate, complete, current, error-free, free of bias, fit for a particular purpose, or suitable for your intended use. You are solely responsible for determining the suitability of the Output for your purposes and for complying with applicable laws, regulations, and industry standards in connection with your use of the Output.

2. ACCOUNT

2.1 Registration. In order to access the Services, you will be required to register for an account with Glidepath (“Glidepath Account”). In registering a Glidepath Account, you shall (i) provide true, accurate, current, and complete information as prompted during the registration process (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any Registration Data that is untrue, inaccurate, incomplete or not current, or Glidepath has reasonable grounds to suspect that any Registration Data is untrue, inaccurate, incomplete or not current, Glidepath has the right to suspend or terminate your Glidepath Account and refuse any and all current or future use of the Services.

2.2 Accounts. Glidepath reserves the right to remove or reclaim any Glidepath Account at any time and for any reason, including claims by a third-party that any Glidepath Account violates such third-party’s rights.

3. FEES AND PAYMENT

3.1 Fees. The Platform is currently offered as a free service to you. Notwithstanding the foregoing, we retain the right to charge fees for your use of the Platform (“Fees”), or any features or components thereof(including by introducing paid tiers of the Platform and/or new standalone paid products, services, features, or other offerings), at a later date by providing you at least thirty (30) days’ advanced written notice. If applicable, you shall timely pay us any applicable Fees properly reflected in your Glidepath Account in connection with your use of the Services.

3.2 Taxes. The Fees exclude, and you will be solely responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with your use of the Services and payment of the Fees (excluding taxes based solely on our income).

4. REPRESENTATIONS AND WARRANTIES.  

4.1 Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has full right, power, and authority to enter into this Agreement and to bind itself to the terms and conditions herein, and that it is not a party to any other agreement that conflicts with its ability to enter into this Agreement; and (b) it will comply with all applicable federal, state, and local laws and regulations in respect to its performance of its obligations hereunder. Each of Glidepath and any Organization that is a party hereto further represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

4.2 Your Representations and Warranties.  You further represent and warrant that you are solely responsible for obtaining and maintaining any consents, approvals, rights, and licenses necessary for us to use as permitted hereunder, your User Data (defined below), and that all User Data is true, accurate, current, and complete.

4.3 WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SECTION 4, THE SERVICES AND ALL OTHER SERVICES PROVIDED BY US IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” AND, TO THE EXTENT LEGALLY PERMISSIBLE, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. WE MAKE NO COVENANT OR WARRANTY AS TO ANY INFORMATION ON THE SERVICES PROVIDED BY OTHER USERS OR CUSTOMERS, THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR ANY SERVICES PROVIDED BY OR ON OUR BEHALF, INCLUDING WITH RESPECT TO THE FACTUAL ACCURACY OF ANY SUCH INFORMATION OR ITS SUITABILITY FOR YOUR USE CASES.

5. TERM AND TERMINATION.

5.1 Term. The term of this Agreement will commence on the Effective Date and will continue in full force and effect until terminated in accordance with this Section 5 (the “Term”).

5.2 Termination. Either Party may terminate this Agreement at any time and for any reason by providing the other Party with at least ten (10) days’ prior written notice (e.g., on the Services or via your Glidepath Account).

5.3 Effect of Termination. Upon termination of this Agreement for any reason: (a) if applicable, you shall promptly pay to Glidepath all Fees that have accrued under this Agreement as of the effective date of termination; (b) all rights granted by us hereunder shall cease and you shall immediately cease all use of the Services; and (c) Sections 1.2, 1.3, 3, 4.3, 5.3, and 6 through 9 will survive the termination of this Agreement.

6. YOUR INFORMATION.  

6.1 User Data.  All data and information that you upload, provide, or otherwise make available on the Services or otherwise to us concerning you or your Organization (collectively, “User Data”), is, as between the Parties, owned by you.

6.2 Our Use of User Data. You hereby grant us a non-exclusive right and license to access, reproduce, create derivative works from, distribute, and use the User Data to provide, maintain, and improve the Services, and to develop other Glidepath products and services. We do not use (nor authorize third parties to use) User Data to train or fine-tune generative artificial intelligence models. We will not disclose User Data in identifiable form to other Users of the Services except as directed or authorized by you in connection with your use of the Services. Glidepath’s Privacy Policy governs the processing of personal information of all Users.

6.3 Aggregated Data. Glidepath may generate aggregated, anonymized, and/or de-identified data from User Data and from data relating to use of the Services (the “Aggregated Data”). Aggregated Data will not identify you or any other individual. We own all right, title, and interest in and to the Aggregated Data and may use Aggregated Data for any legitimate business purpose, including to analyze, develop, improve, and market its products and services, to generate benchmarking and analytics, and for other internal business and operational purposes.

7. INDEMNIFICATION AND RELEASE.

7.1 Indemnification. You shall defend and hold harmless Glidepath and our officers, directors, employees, and agents from and against any third-party action, claim, suit, demand, or proceeding brought against them (each, a “Claim”), and indemnify them for all damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred in connection therewith, arising from or relating to: (a) your use of the Services in violation of this Agreement; (b) any User Data or Glidepath’s use thereof in accordance with this Agreement; (c) your relationship or interactions with any other User or Customer of the Services; (d) your violation of any third-party right, including misappropriation of intellectual property rights; or (e) your violation of any applicable law, rule, or regulation or your willful misconduct.

7.2 Release. You acknowledge and agree that you are solely responsible for your interactions with other Users or Customers of the Services (including franchisors). To the extent permitted by applicable law, you hereby release us from any and all claims or liability related to any such interactions and any action, inaction, or conduct, whether online or offline, of any other user of the Services.

8. LIMITATION OF LIABILITY.

8.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU OR ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

9. GENERAL PROVISIONS.

9.1 Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Glidepath or any Organization party hereto may assign this Agreement in connection with its merger or sale of all or substantially all of its assets or voting securities. Any attempted assignment in violation of this Section will be null and void.

9.2 Notices. Any notice required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered by email: (i) in the case of you receiving notice, to the email address you provide in your Glidepath Account at the time such notice is dispatched; and (ii) in the case of us receiving notice, to contact@glidepath.com. You are responsible for providing Glidepath with a valid and current email address in your Glidepath Account.

9.3 Publicity. We may use your name and trademarks in our marketing materials and website, including but not limited to displaying your logo, solely for the purpose of identifying you as a User of Glidepath.

9.4 Governing Law and Venue. This Agreement is governed by and construed under the laws of the State of New York, without regard to any conflict of laws principles. Any claim, suit, proceeding, dispute, or action arising under or relating to this Agreement shall be brought in the state or federal courts located in New York County, New York, and the Parties agree to the exclusive personal jurisdiction of such courts.

9.5 Agreement Updates. We reserve the right to change this Agreement at any time. When changes are made, we will make a new copy of this Agreement available on the Services, and will update the “Last Updated” date at the top of this Agreement. If we make any material changes, we will use commercially reasonable efforts to provide you with reasonable advance notice of such changes (e.g., on the Services or via your Glidepath Account). If you continue to access or use any of the Services after the effective date of such changes, you understand and agree that such continued use will constitute its acceptance of the modified Agreement. Any modifications to this Agreement will be effective upon posting the modified version or as otherwise indicated at the time of posting. Depending on the nature of the change, we may also notify you directly (for example, by email or through the Services) or request your consent to the change.

9.6 Miscellaneous. No failure to exercise, and no delay in exercising, on the part of either Party, any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right hereunder preclude further exercise of any other right hereunder. Neither Party will be liable to the other for any failure or delay in the performance of such Party’s non-monetary obligations due to causes beyond its reasonable control, such as failure or delay caused by fire, natural disaster, acts of war, terrorism, riots, civil disorders, epidemics, communications line or power failures, or governmental action. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Any waivers hereunder or amendments to this Agreement shall be effective only if made in writing and signed by a representative of each Party authorized to bind such Party. This Agreement constitutes the entire agreement between the Parties relating to this subject matter hereof and supersedes all prior or contemporaneous agreements concerning such subject matter (whether written or oral). The relationship between the Parties is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. For purposes of this Agreement the word “including”, and correlative terms, means inclusion without limitation.