Terms and Conditions

These terms and conditions, together with your order form (the “Order Form”) constitute the entire “Agreement” between the parties. This Agreement shall govern Client's purchase of the Services as defined in the Order Form from Gelee AI, Inc. (“Gelee”). To the extent any terms of this Agreement conflict with the terms of an applicable Order Form, the terms of the applicable Order Form shall control.

Wherever used in this Agreement, “you” or “Client” means the person or legal entity accessing or using the Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “Client” means the company or other legal entity that you are using the Services on behalf of.

By purchasing, accessing or using the Services offered by Gelee, as set out in the Order Form, you are confirming that you have read, understand and accept this Agreement.

This Agreement can be updated from time to time in accordance with Section 9.9 below. You are responsible for regularly reviewing the most recent version of this Agreement. By purchasing, accessing or using the Services, you confirm that: You will only use the Services for business and professional reasons; You accept and will comply with this Agreement; and You are responsible for anyone that uses the Services through your account (“Authorized Users”), which may include your employees, consultants or contractors, or the employees, consultants or contractors of your Affiliates.

The individual accessing the Services on behalf of an organization represents that they are entitled to bind their respective organization to the terms of this Agreement. Additional Order Forms will confirm scope of services, pricing and other information.

1. Services

1.1 Services. This Agreement between the Parties pertains to an AI-powered content generation tool designed for businesses and professionals, made available by Gelee, through which the Client can provide information and materials that the Platform uses to generate tailored social media posts and related marketing content for distribution across various channels (the “Platform”). The Platform produces text, images, and other forms of content derived from client-provided inputs (the “Output Data”). Gelee makes the Platform available as a service as set out in this Agreement (alongside other services described in the Order Form, the “Services”).

1.2 AI Output. Gelee makes no representations as to the accuracy of the Services or any output derived therefrom. Client acknowledges that AI-based features may produce unpredictable outputs that are inaccurate, incomplete, or non-compliant with applicable regulations, and that such features are not intended to replace human judgment or compliance oversight.

1.3 Refusal of Content. Gelee reserves the right, in its sole discretion and without liability, to decline to generate, deliver, or make available any Output Data that it reasonably determines may be unlawful, infringing, defamatory, obscene, hateful, harassing, or otherwise objectionable, or that may subject Gelee to liability under applicable law or third-party policies.

1.4 Not Advice. The Services are provided for informational and creative purposes only. Gelee does not provide professional, editorial, journalistic, or compliance advice. Client is solely responsible for evaluating the accuracy, suitability, and lawfulness of any content generated before using or publishing it.

2. Permitted Use and Client Obligations

2.1 Permitted Use. Subject to Client abiding by the terms and conditions of this Agreement, Client shall have the limited, non-exclusive, non-transferable, and non-sublicensable right to use and access the Platform solely for Client's internal and professional use.

2.2 Restrictions on Use. Except as otherwise expressly provided herein, Client shall not: (i) provide access to, disclose, sublicense, or reproduce the Platform or documentation to third parties; (ii) modify, adapt, translate, enhance, or alter the Platform; (iii) reverse engineer, decompile, or disassemble the Platform; (iv) introduce malicious code or conduct security testing without written authorization; (v) access source code or object code; (vi) circumvent access controls or forge credentials; (vii) transfer rights under this Agreement except as expressly permitted; (viii) use the Services for any illegal purpose or activity.

2.3 Client Obligations. All information and data submitted by Client to the Platform while using the Services is defined as “Client Data”. Client is solely responsible for the accuracy, quality, integrity, legality, and reliability of all data it discloses to Gelee hereunder. Client represents and warrants that the Client Data and any content created through the Services does not contain any libelous or slanderous materials and is not otherwise objectionable.

2.4 Third-Party Services. The Platform may integrate with third-party services and applications. Gelee has no responsibility for third-party services' content, functionality, or availability and does not endorse such services. Client's use of any third-party service is at Client's own risk and subject to that service's terms.

3. Fees and Payment

3.1 Fees. In consideration for the provision of the Services, the Client shall pay to Gelee the applicable subscription fees (“Fees”) as set forth in the Order Form.

3.2 Payment Terms. The Client will be billed monthly, or as otherwise designated in the Order Form, through Stripe or a similar third-party payment processing service. Payment shall be due in accordance with the selected payment method in the Order Form. Any unpaid amount shall bear interest from the due date to the date of payment at the rate of 1.5% per month, or, if lower, the highest rate permitted under applicable law. Default of payment may lead to suspension or termination of the Services. All payments made pursuant to this Agreement are non-refundable.

3.3 Taxes. Fees are exclusive of all taxes imposed by applicable law. Client shall be responsible for the payment of all such applicable taxes.

4. Intellectual Property

4.1 Ownership of Platform. All rights, titles, and interests in and to the Platform, including all intellectual property and proprietary rights therein, are and shall remain solely and exclusively owned by Gelee. Nothing in this Agreement shall assign, transfer, or convey to Client any title, rights, or interest in or to the Platform, other than the limited rights specifically granted herein.

4.2 Client Data. Client retains ownership of its Client Data. Client hereby grants to Gelee a worldwide, limited, nonexclusive license to access, store, reproduce, handle, perform, transmit, process, and otherwise use the Client Data during the Term of this Agreement to provide and maintain the Services. All right, title, and interest in and to the Outputs shall vest solely in Client upon creation.

4.3 De-Identified Data. Client agrees that Gelee may use Client Data to create De-Identified Data. “De-Identified Data” means data that does not identify any individual or Client. Gelee owns all right, title, and interest in the De-Identified Data and may use such data for any lawful purpose, including improving the Services, building new products, and training proprietary algorithms or models.

4.4 Feedback. Client assigns to Gelee all feedback, suggestions, recommendations, and ideas provided by Client regarding the Platform or Services.

5. Confidentiality

5.1 “Confidential Information” means any and all data or information including the terms of this Agreement, the Client Data, specifications, documents, trade secrets, and all information concerning the operations, affairs and businesses of a Party which is disclosed by such party (the “Disclosing Party”) to the other party (the “Receiving Party”).

5.2 Confidentiality Obligations. The Receiving Party shall hold in strict confidence any Confidential Information under the same degree of care as it normally protects its own confidential information, but in no case less than a reasonable degree of care.

5.3 Publicity. Gelee may use Client logo and company name on Gelee website, during sales pitches and during fundraising events for the purpose of identifying Client as a customer of Gelee. Permission to use said logo and/or company name may be revoked at any time at Client's sole discretion.

6. Representations and Warranties

6.1 Mutual Representations. Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to discharge its obligations hereunder.

6.2 Exclusions. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLIENT IS RESPONSIBLE FOR ENSURING ITS OWN COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, AND THIRD-PARTY TERMS OF USE (INCLUDING SOCIAL MEDIA PLATFORM POLICIES).

7. Indemnification and Limitation of Liability

7.1 Indemnification by Client. Client will indemnify and hold harmless Gelee from and against any and all claims arising out of or relating to the Client Data, Client's violation of applicable laws, or Client's gross negligence or willful misconduct.

7.2 Indemnification by Gelee. Gelee agrees to indemnify and hold Client harmless from and against any claim that the Services infringe or violate the intellectual property rights of any third party.

7.5 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOSS OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY'S LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

8. Term and Termination

8.1 Term. The Services shall commence on the Effective Date and shall continue until completion and delivery of the Services described in the applicable Order Form, unless earlier terminated.

8.2 Termination. Either party may terminate this Agreement if the other party commits a material breach and fails within 10 days after receipt of notice to correct such breach, or becomes insolvent.

8.3 Effects of Termination. Upon termination, Gelee will cease providing Services and Client must immediately discontinue all use of the Platform. Each party shall return or destroy the other party's Confidential Information within thirty (30) days of termination.

9. General Provisions

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, proposals, and discussions.

9.2 Notice. For Gelee, notices will be sent to anjali@gelee.ai.

9.3 Jurisdiction. This Agreement shall be exclusively governed by the laws of the Province of Ontario. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario.

9.4 Assignment. Client may not assign all or any part of this Agreement without the prior written consent of Gelee, except to an affiliate.

9.5 Independent Contractor. Each party shall be acting as an independent contractor in performing its obligations hereunder.

9.7 Force Majeure. Neither party shall be liable for delays or failures to perform due to causes beyond reasonable control. If Gelee is unable to perform for more than 30 days, Client may terminate without liability.

9.9 Amendments. Gelee may amend this Agreement by posting revised terms on its website. Client's continued use of the Services following any amendment constitutes acceptance of the amended terms.