These EntryDesk Terms of Service (these “Terms”) are a binding agreement between GNTC Inc., a company incorporated under the laws of the State of Delaware (“GNTC,” “Company,” “we,” or “us”), and the legal entity or natural person that creates a Workspace or subscribes to the Services through our online sign-up flow (“Client” or “you”). These Terms govern access to and use of the EntryDesk AI-agent platform and related services (collectively, the “Services”).
By clicking “I Agree,” creating a Workspace, activating a Seat, submitting payment information, or otherwise accessing or using the Services, Client represents and warrants that: (a) Client has read, understood, and agreed to be bound by these Terms, the User Terms of Service (the “User Terms”), and the Privacy Policy (collectively with these Terms and the User Terms, the “Agreement”); (b) the person accepting these Terms is authorized to bind Client; and (c) Client meets the eligibility requirements in Section 4.
If Client does not agree to these Terms, Client must not access or use the Services.
These Terms apply to self-serve online subscriptions. Clients requiring a negotiated master services agreement, custom service levels, on-premise deployment, or a data processing agreement may contact [email protected].
Capitalized terms have the meanings set forth below or as defined in context.
“User Terms” means the EntryDesk User Terms of Service, which govern the individual end-user relationship between GNTC and each Authorized User, and which include the end-user-facing acceptable-use rules, as updated from time to time and incorporated into these Terms by reference.
“Administrator” or “Workspace Administrator,” means an Authorized User with administrative privileges over a Workspace, including the authority to add or remove other Authorized Users, manage Seats, configure billing, enable Extra Usage, and set the Spending Cap.
“Authorized User” means an individual who is granted access to a Workspace by Client, including its employees, contractors, agents, or affiliates.
“Billing Period” means the recurring period (monthly or annual, as selected by the Administrator) during which Seat fees and Included Usage are allocated, starting on the subscription start date and renewing on each anniversary of that date.
“Client Data” means any data, content, information, or materials submitted by Client or its Authorized Users to the Services, including Prompts and any data derived therefrom.
“Confidential Information” has the meaning set forth in Section 14.
“Documentation” means any technical or operational guides, user manuals, API references, or specifications made available by GNTC for the Services.
“Extra Usage” means usage consumed beyond an Authorized User’s Free Usage and, where applicable, the Workspace’s Included Usage, billed at the standard usage rates set forth on the Pricing Page.
“Feedback” means any suggestions, ideas, enhancement requests, or recommendations provided by Client or its Authorized Users to GNTC regarding the Services.
“Free Usage” means the complimentary usage allocation provided to each individual Authorized User on a daily basis, as specified on the Pricing Page. Free Usage resets every twenty-four (24) hours, does not carry over to subsequent days, and is non-transferable between Authorized Users.
“Included Usage” means the usage allocation bundled with a paid Seat subscription, pooled across the Workspace on a per-Billing-Period basis, as specified on the Pricing Page.
“Pricing Page” means the page at https://entrydesk.com/pricing, which sets forth the then-current Seat fees, Seat types, Included Usage allocations, Extra Usage rates, and other pricing details for the Services. The Pricing Page is incorporated into these Terms by reference.
“Prompt” means any query, command, instruction, or input submitted by Client or its Authorized Users to the Services to generate an output or trigger a workflow.
“Seat” means a paid license to access the Services assigned to a specific Authorized User, of the type (e.g., Starter, Standard, or as otherwise described on the Pricing Page) selected by the Workspace Administrator.
“Spending Cap” means the maximum monthly Extra Usage amount a Workspace Administrator has configured for the Workspace.
“Sub-processors” means third-party entities engaged by GNTC to process Client Data in connection with providing the Services, including but not limited to OpenAI, L.L.C., Google LLC, and Anthropic PBC.
“Usage Balance” means prepaid funds held in a Workspace account and available for application toward Extra Usage charges.
“Workspace” means the organization tenant within the Services created by Client, with which Seats, Authorized Users, Usage Balance, and billing configuration are associated.
EntryDesk is a proprietary A2A (Application-to-Application) agent built on the Model Context Protocol (“MCP”) framework. Through a controlled and audited Gateway architecture, EntryDesk connects authorized enterprise SaaS systems with AI services in a secure, governed, and context-aware manner. The Services may include, without limitation: (a) querying and interacting with enterprise databases; (b) managing documents across cloud storage services; (c) extracting and transforming information from emails, calendars, and chat platforms; (d) performing system-level or web-based operations; and (e) executing cross-application automations with adherence to enterprise IT governance policies.
GNTC will (a) make the Services available to Authorized Users pursuant to the Agreement, (b) provide applicable support for the Services in accordance with Section 3.3, (c) use commercially reasonable efforts to make the Services available except for: (i) planned downtime (of which GNTC shall give advance notice via email or in-platform notification), and (ii) any unavailability caused by circumstances beyond GNTC’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, internet service provider failure or delay, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to GNTC’s provision of the Services to its customers generally (i.e., without regard for Client’s particular use of the Services), and subject to Client’s and Authorized Users’ use of the Services in accordance with this Agreement.
GNTC may update, modify, or replace components of the Services at any time. For material changes that would adversely affect Client’s use of the Services in a meaningful way, GNTC will provide at least thirty (30) days’ advance notice via email or in-platform notification.
Standard self-serve support is provided via documentation, community channels, and in-product help as described on the Pricing Page. Enhanced support tiers may be offered to higher-tier Seat plans as set forth on the Pricing Page.
To use the Services, Client must create a Workspace and register an account with accurate, current, and complete information. Client is solely responsible for maintaining the confidentiality of account credentials and for all activities that occur under its Workspace. Client shall promptly notify GNTC of any unauthorized access or suspected security breach.
Each Workspace must have at least one Administrator. The Administrator is the point of contact for billing, Seat management, Extra Usage controls, and policy configuration. By designating an Administrator, Client represents that such individual has the authority to act on Client’s behalf in connection with the Services. An Administrator’s actions—including adding or removing Authorized Users, enabling Extra Usage, setting a Spending Cap, purchasing Usage Balance, and authorizing Auto-Reload—bind Client.
Client represents and warrants that: (a) it is a legal entity duly organized under applicable law, or a natural person with the legal capacity to enter into binding contracts; (b) it is not barred from receiving the Services under applicable law; and (c) all Authorized Users it invites are bona fide employees, contractors, agents, or affiliates acting on its behalf, are at least eighteen (18) years of age (or the age of majority in their jurisdiction, whichever is higher), and have legal capacity under applicable law.
Each Authorized User, by accessing or using the Services, agrees to be bound by the User Terms with respect to their use of the Services. Client is responsible for: (a) ensuring its Authorized Users comply with these Terms and the User Terms; (b) the acts and omissions of its Authorized Users as if they were Client’s own; (c) allocating or restricting permissions within the Workspace as appropriate; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Workspace, and notify GNTC promptly of any such unauthorized access or use, and (d) use the Services and Workspace only in accordance with this Agreement and applicable laws and government regulations. As between GNTC and Client, Client (and not the individual Authorized User) is the counterparty for all commercial, payment, liability, and indemnification obligations under these Terms, except that each Authorized User remains personally responsible for compliance with the User Terms and Section 5 (Use Restrictions). Any violation of the foregoing constitutes grounds for immediate suspension or termination under Section 13.
Access to paid features of the Services requires an active Seat. Seats are assigned to specific Authorized Users and are not concurrent or transferable in a manner that circumvents per-Seat pricing. The number, type, and allocation of Seats is configured by the Administrator from within the Workspace and is reflected in Client’s then-current billing.
Subject to Client’s compliance with the Agreement and timely payment of fees, GNTC grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the applicable subscription term, to access and use the Services solely for Client’s internal business purposes and in accordance with the Documentation.
Client and its Authorized Users shall not, and shall not permit any third party to, directly or indirectly:
Additional prohibited activities are set forth in the User Terms. Any violation of the foregoing or the User Terms constitutes grounds for immediate suspension or termination under Section 13.
5.3.1 Third-Party Integrations. Client is solely responsible for ensuring it has obtained all necessary rights, licenses, and consents to connect the Services to any third-party systems, applications, APIs, or cloud services (“External Systems”). Client represents that such integrations do not violate any applicable terms of service or contractual obligations with third-party providers.
5.3.2 AI Model Selection. Where the Services allow for configurable or selectable AI model providers (e.g., OpenAI, Google, Anthropic), Client is solely responsible for: (a) selecting model providers appropriate to its business and compliance needs; (b) evaluating any model behavior, privacy implications, and risk exposure; and (c) reviewing and validating all outputs before using them in production or decision-making processes.
5.3.3 Data Accuracy and Governance. Client is solely responsible for ensuring that all data input submitted to the Services is accurate, lawful, and compliant with applicable internal policies and regulations.
5.3.4 Configuration. Client is solely responsible for properly configuring workflow triggers, automation rules, permissions, and downstream integrations within the Services, and ensuring such configurations comply with Client’s internal governance, data security, and regulatory requirements.
The Services may rely on third-party technologies and platforms, including: (a) foundational AI models and inference infrastructure (e.g., large language models operated by OpenAI, Google DeepMind, Meta, or Anthropic); and (b) External Systems authorized and configured by Client.
6.1 AI Model Providers. The foundational models and their behavior (including generated outputs, response times, or embedded logic) are operated by third-party vendors. GNTC does not control the training, accuracy, or reasoning of these models and disclaims all liability arising from their performance or outputs.
6.2 Integrated SaaS Services. EntryDesk serves as an orchestration and gateway layer facilitating secure connections between AI agents and Client-authorized third-party SaaS services. GNTC does not operate or manage those third-party services and is not responsible for their availability, performance, data accuracy, API reliability, access limitations, or security posture.
6.3 No Warranties for External Dependencies. To the extent any functionality of the Services depends on third-party platforms, GNTC makes no warranties and shall not be liable for failures, disruptions, or inconsistencies resulting from such external systems.
6.4 Client Configuration Responsibility. Client is solely responsible for ensuring appropriate permissions, API keys, tokens, scopes, and compliance measures when authorizing the Services to access or integrate with its third-party environments.
7.1 GNTC Ownership. As between the parties, GNTC retains all right, title, and interest—including all intellectual property rights—in and to the Services, the EntryDesk platform, all software, algorithms, systems architecture, UI/UX design, Documentation, and any improvements, modifications, or derivative works thereof. No rights are granted or licensed to Client or any Authorized Users except as expressly set forth herein.
7.2 Client Data Ownership. Client retains all right, title, and interest in and to Client Data. Client grants GNTC a worldwide, non-exclusive, royalty-free license to process Client Data during the applicable subscription term, and on a non-revocable, de-identified or aggregated basis after the subscription term, for the following purposes: (a) to provide, maintain, support, and improve the Services; (b) to measure, analyze, and diagnose use of the Services, including through product-analytics and observability Sub-processors; (c) to develop, improve GNTC’s AI and non-AI features and models; and (d) to prevent, detect, investigate, and respond to security incidents, fraud, and abuse. GNTC will not share Client Data with third-party foundational AI model providers for the purpose of training or improving those providers’ general-purpose models. GNTC does not sell Client Data and does not use Client Data for advertising or third-party marketing. Where reasonably practicable, GNTC uses de-identified or aggregated Client Data for improvement purposes under clauses (b) and (c).
7.3 AI-Generated Output. As between the parties, any outputs generated by the Services in direct response to Client’s Prompts (the “Outputs”) shall, subject to the extent of GNTC’s rights therein, be deemed to belong to Client, subject to: (a) any restrictions imposed by third-party foundational model providers; and (b) applicable law regarding AI-generated content. GNTC does not claim ownership of Outputs. Outputs constitute Client Data and may be processed by GNTC on the same basis as other Client Data in accordance with Section 7.2 (including for analytics, service improvement, of GNTC’s own features and models). GNTC will not use Outputs for advertising or third-party marketing, will not sell Outputs, and will not share Outputs with third-party foundational AI model providers for those providers’ own general-purpose model training.
7.4 Feedback License. Client grants GNTC a perpetual, irrevocable, worldwide, royalty-free license to use any Feedback to improve and develop the Services, provided that GNTC shall not identify Client as the source of such Feedback without Client’s prior written consent.
8.1 Data Processing Principles. GNTC may process Client Data for the purposes set forth in Section 7.2 and as further described in GNTC’s Privacy Policy. Client Data may be transmitted to Sub-processors, including product-analytics and observability providers, for: (a) generating responses and completing workflows; (b) measuring product usage, performance, and reliability; (c) diagnosing issues and preventing abuse; and (d) improving the Services and GNTC’s features and models. Client Data is not shared with third-party foundational AI model providers for those providers’ own model-training purposes.
8.2 Sub-processors. GNTC engages the Sub-processors listed above and may engage additional Sub-processors from time to time. Sub-processor categories include but are not limited to (i) cloud infrastructure providers, (ii) foundational AI model and inference providers (e.g., OpenAI, L.L.C., Google LLC, Anthropic PBC), (iii) payment processors, (iv) transactional email providers, (v) customer-support platforms, (vi) security-monitoring, logging, and error-reporting services, and (vii) product-analytics and observability providers (e.g., PostHog Inc.).
8.3 Data Retention and Deletion. GNTC does not retain Client Data beyond the period necessary to provide the Services or as required by applicable law. Upon expiration or termination of the subscription, GNTC shall, within thirty (30) days, either delete or return (at Client’s written election, or if not so elected, at GNTC’s discretion) all Client Data in GNTC’s possession, unless longer retention is required by applicable law.
8.4 Security Measures. GNTC shall implement and maintain commercially reasonable technical and organizational security measures designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction, including encryption in transit (TLS 1.2 or higher) and at rest.
8.5 Security Breach Notification. In the event of a confirmed security breach affecting Client Data, GNTC shall: (a) notify Client without undue delay and in any event within seventy-two (72) hours of becoming aware of such breach; (b) provide reasonable details regarding the nature and scope of the breach; and (c) take reasonable remedial action.
8.6 Applicable Privacy Law. Each party shall comply with applicable data protection and privacy laws, including the Personal Data Protection Act of Taiwan (R.O.C.) and, to the extent applicable, the GDPR. If Client requires a Data Processing Agreement (DPA)—including for GDPR compliance—the parties will negotiate and execute a mutually agreed DPA as a separate addendum.
Client acknowledges and agrees that the Services are powered by large language models that may produce Outputs that are incomplete, imprecise, contextually inaccurate, outdated, or otherwise unsuitable for reliance or the intended purposes. No guarantees are made regarding the correctness, appropriateness, or suitability of Outputs for any specific business, legal, or operational purpose.
9.1 Informational Use Only. All Outputs are provided for informational purposes only and must not be used as the sole basis for any external communication, legal position, financial decision, regulatory filing, or high-stakes operational action.
9.2 Human Review Required. Outputs must be reviewed, validated, and approved by qualified human personnel before being used to support decisions, automated processes, or any form of dissemination.
9.3 Client Responsibility. Client remains solely responsible for how it interprets, relies upon, or acts upon any Output.
9.4 Prohibited Reliance. Client shall not use Outputs, and GNTC shall not be liable for any use by Client of Outputs, as: (a) the sole basis for medical, legal, financial, or regulatory decisions; (b) a substitute for professional advice; or (c) a representation to third parties without independent verification.
Client shall pay GNTC the fees set forth on the Pricing Page, including Seat fees, Extra Usage charges, and any applicable add-on fees. All fees are stated and payable in U.S. Dollars (USD) unless otherwise specified on the Pricing Page or at the point of purchase.
10.1.1 Seat fees are charged in advance for each Billing Period. Extra Usage is charged against the Workspace’s Usage Balance as consumed, subject to Section 10.4.
Each Authorized User receives a complimentary Free Usage allocation per calendar day, as specified on the Pricing Page. Free Usage resets every twenty-four (24) hours, does not carry over to subsequent days, and is non-transferable between Authorized Users.
10.3.1 Allocation. Included Usage is allocated per Seat per Billing Period and pooled at the Workspace level. All Authorized Users within the Workspace draw from the same Included Usage pool regardless of which individual Seat generated the allocation.
10.3.2 Starter Seats. Starter Seats do not include Included Usage. Starter Seats may include a Free Trial with Free Usage, as specified on the Pricing Page. After the Free Trial ends or the applicable Free Usage is exhausted, usage will proceed directly to Extra Usage pursuant to Section 10.4, subject to Extra Usage being enabled and a Usage Balance being available.
10.3.3 No Rollover. Unused Included Usage at the end of a Billing Period is forfeited and does not roll over to the subsequent Billing Period.
10.3.4 Amounts. The specific amounts of Included Usage per Seat type are set forth on the Pricing Page and may be updated in accordance with Section 10.10.
10.4.1 Default Disabled. Extra Usage is disabled by default. An Administrator may enable Extra Usage by completing the prepayment and configuration steps in Section 10.4.2. Once enabled, Extra Usage may be disabled at any time by an Administrator; provided, however, that any remaining Usage Balance shall be treated as set forth in Section 10.11.
10.4.2 Prepayment Requirement. Extra Usage requires a prepaid Usage Balance. Before Extra Usage is enabled, the Administrator must: (a) add a valid payment method to the Workspace account; and (b) purchase a Usage Balance by selecting “Add Funds” and specifying a purchase amount. Usage Balance is applied toward Extra Usage at the standard rates set forth on the Pricing Page.
10.4.3 Auto-Reload. An Administrator may configure Auto-Reload to automatically purchase additional Usage Balance when the balance falls below a threshold specified by the Administrator. When the balance falls below such specified threshold, GNTC will charge the payment method on file for the configured reload amount. Auto-Reload may be disabled by the Administrator at any time.
10.4.4 Spending Cap. An Administrator may set a monthly Spending Cap limiting total Extra Usage charges within any Billing Period. Upon reaching the Spending Cap, Extra Usage will be suspended for the remainder of the Billing Period and subsequent requests will not be processed until the next Billing Period begins or the Administrator increases the cap.
When an Authorized User initiates a request, available usage is determined by the type of Seat assigned to that Authorized User:
(a) For Authorized Users on a paid Seat that carries an Included Usage allocation: usage draws first from the Workspace’s Included Usage for the current Billing Period, and thereafter from the Workspace’s Usage Balance, subject to Extra Usage being enabled and sufficient balance being available.
(b) For Authorized Users on a Starter Seat or any other Seat that does not carry an Included Usage allocation: usage draws first from that Authorized User’s Free Usage for the current calendar day (see Section 10.2), and thereafter from the Workspace’s Usage Balance, subject to Extra Usage being enabled and sufficient balance being available.
(c) If no usage is available under (a) or (b), the request will not be processed and the Authorized User will be notified in accordance with Section 10.6.
10.6.1 When a request would cause the Workspace to transition from Included Usage to Extra Usage, or when an Authorized User’s only available usage source is Extra Usage, the Authorized User will receive a notification before the request is processed.
10.6.2 The Authorized User may: (a) proceed, in which case the request will be processed and charged against the Usage Balance at the applicable Extra Usage rates; or (b) decline, in which case the request will not be processed and no charges will be incurred.
10.6.3 If the Workspace has insufficient Usage Balance or Extra Usage is not enabled, the request will not be processed, and the Authorized User will be notified and directed to add funds or contact the Administrator.
10.6.4 GNTC does not guarantee uninterrupted service where usage limits have been reached. Service interruptions resulting from exhausted usage allocations do not constitute a breach of these Terms.
Usage measurements are determined by GNTC and are final absent manifest error.
By providing a payment method, Client authorizes GNTC (and GNTC’s payment processors) to charge the payment method for: (a) Seat fees at the start of each Billing Period; (b) Usage Balance purchases initiated by the Administrator; (c) Auto-Reload purchases when configured; and (d) any taxes and other amounts owed. Client represents that it is authorized to use the payment method provided.
All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). Client is solely responsible for paying all Taxes associated with its purchases, excluding taxes based on GNTC’s net income. If GNTC is required to collect and remit Taxes, GNTC will separately itemize such Taxes on the applicable receipt or invoice.
GNTC may change the Pricing Page (including Seat fees, Included Usage allocations, and Extra Usage rates) by posting updated pricing. Changes to recurring Seat fees will take effect at the start of Client’s next Billing Period following at least thirty (30) days’ prior notice via email or in-platform notification. Changes to Extra Usage rates apply prospectively to usage occurring after the effective date of the change. If Client does not agree to a Seat fee increase, Client may terminate the affected subscription in accordance with Section 13.2.
Upon cancellation or lapse of the subscription, any remaining Usage Balance will be forfeited in accordance with GNTC’s Refund Policy. Except as expressly set forth in these Terms or as required by applicable law, fees paid are non-refundable.
If a charge for a payment method is declined or reversed, GNTC will notify the Administrator and may retry the charge. If payment is not received within fifteen (15) days after the original charge date, GNTC may: (a) suspend access to paid features of the Services until all amounts owed are paid; and (b) charge interest on overdue balances at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower).
Client must notify GNTC in writing of any good-faith dispute regarding a charge within thirty (30) days of the charge date. The parties will negotiate in good faith to resolve the dispute within thirty (30) days of notice. Undisputed amounts remain due on their original due date.
These Terms commence on the date Client first accepts them (the “Effective Date”) and continue until terminated in accordance with this Section 11. The initial subscription term is the Billing Period selected by the Administrator at sign-up. Subscriptions automatically renew for successive Billing Periods unless cancelled in accordance with Section 11.2.
Client may cancel its subscription at any time from within the Workspace settings. Cancellation takes effect at the end of the then-current Billing Period. Client will continue to have access to paid features through the end of the then-current Billing Period. Except as expressly stated in these Terms or as required by applicable law, Seat fees which have already been paid are non-refundable.
GNTC may suspend or terminate access to the Services immediately upon notice if: (a) Client or any Authorized User materially breaches these Terms or the User Terms and fails to cure such breach within thirty (30) days of notice (or immediately without any notice period, where the breach is not reasonably curable or poses imminent harm); (b) payment is overdue as set forth in Section 10.12; (c) use of the Services creates a regulatory, legal, or security risk for GNTC, other customers, or third parties; or (d) GNTC elects to discontinue the Services (with at least ninety (90) days’ advance notice, in which case GNTC will pro-rate and refund unused prepaid Seat fees and Usage Balance).
Upon expiration or termination: (a) all licenses granted to Client terminate; (b) Client shall cease, and shall cause all Authorized Users to cease, accessing the Services; (c) GNTC will provide Client with access to export Client Data for a period of thirty (30) days following the effective date of termination, after which GNTC may permanently delete Client Data, subject to Section 8.3; and (d) treatment of any remaining Usage Balance is governed by Section 10.11.
The following provisions survive termination: Section 2 (Definitions), Section 7 (Proprietary Rights), Section 10 (Fees, with respect to amounts accrued), Section 14 (Confidentiality), Section 15 (Limitation of Liability), Section 16 (Indemnification), and Section 18 (General).
12.1 Mutual. Each party represents and warrants that: (a) it has the legal power to enter into and perform its obligations under these Terms; (b) execution and performance do not violate any applicable law or third-party agreement; and (c) it will comply with all applicable laws and regulations.
12.2 GNTC. GNTC represents and warrants that: (a) the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) to GNTC’s knowledge, the Services (excluding third-party foundational models and Client-provided content) do not, as of the Effective Date, infringe any third-party intellectual property right.
12.3 Client. Client represents and warrants that: (a) it has all necessary rights, licenses, and consents to submit Client Data to the Services and to authorize GNTC to process Client Data as contemplated herein; and (b) Client Data does not violate any applicable law or the intellectual property, privacy, or other rights of any third party.
12.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GNTC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GNTC DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.
13.1 Definition. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is: (a) marked as confidential; or (b) reasonably understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, pricing, product roadmaps, technical architecture, Client Data, and these Terms.
13.2 Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own Confidential Information or any other information of similar sensitivity, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent, except to its employees, contractors, advisors, and agents who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform or receive the Services.
13.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
13.4 Required Disclosure. If the Receiving Party is required by law or any regulatory authority to disclose Confidential Information, it shall give the Disclosing Party prompt notice (to the extent legally permissible) and disclose only that portion legally required.
13.5 Duration. Confidentiality obligations survive for three (3) years following termination, except that obligations with respect to trade secrets continue for as long as such information constitutes a trade secret under applicable law.
14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, SAVINGS, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Aggregate Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO GNTC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (b) [USD 100], REGARDLESS OF THE FORM OR THEORY OF LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
14.3 Exceptions. The limitations in Sections 14.1 and 14.2 do NOT apply to:; (a) either party’s breach of its confidentiality obligations under Section 13; (b) damages arising from fraud, gross negligence, or willful misconduct; (c) Client’s payment obligations; or (d) any liability that cannot be limited by applicable law.
14.4 Third-Party AI Providers. In no event shall GNTC be liable for actions or omissions of third-party AI model providers or for failures, inaccuracies, or unexpected behaviors in Outputs attributable to such third-party models.
15.1 By GNTC. GNTC shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from third-party claims (“Losses”) arising from: (a) GNTC’s material breach of these Terms; or (b) directly infringement by the Services (excluding Client Data, third-party foundational models, and any Client-modified components) of a third-party intellectual property right. GNTC’s obligations are subject to: (i) prompt written notice; (ii) GNTC’s sole control of defense and settlement (no settlement imposing obligations on Client without its consent); and (iii) Client’s reasonable cooperation.
15.2 By Client. Client shall defend, indemnify, and hold harmless GNTC and its officers, directors, employees, and agents from Losses arising from: (a) Client’s or its Authorized Users’ material breach of these Terms or the User Terms; (b) Client Data infringing any third-party intellectual property, privacy, or data protection right; (c) Client’s violation of applicable law; or (d) unauthorized use of the Services by Client or its Authorized Users.
15.3 IP Infringement Remedies. If the Services become, or in GNTC’s opinion are likely to become, the subject of an infringement claim, GNTC may, at its sole option and expense: (a) procure the right for Client to continue use; (b) modify the Services to be non-infringing; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription and refund Client any pre-paid unused fees.
15.4 Exclusions. GNTC has no indemnification obligation under Section 15.1 to the extent a claim arises from: (a) Client’s modification of the Services; (b) use of the Services in combination with third-party products, data, or services not approved by GNTC; (c) Client’s failure to use updated versions of the Services; or (d) Client Data or Prompts.
Neither party shall be liable for any delay or failure in performance (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, governmental actions, war or civil disturbance, labor disputes, or internet/cloud-infrastructure failures not attributable to the affected party. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate and resume performance. If the event continues for more than thirty (30) consecutive days, either party may terminate upon written notice.
These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of Taiwan (Republic of China), without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties submit to the exclusive jurisdiction of the Taipei District Court (臺灣臺北地方法院) as the court of first instance for any dispute arising out of or relating to these Terms. The parties shall first attempt in good faith to resolve any dispute through negotiation between their authorized representatives within thirty (30) days before commencing litigation.
GNTC may update these Terms from time to time. For material changes, GNTC will provide Client with at least thirty (30) days’ advance notice via email or in-platform notification. Client’s continued use of the Services following the effective date of any modification constitutes acceptance of the modified Terms. If Client does not agree to any material modification, Client may cancel its subscription in accordance with Section 11.2 before the effective date.
All notices to GNTC must be in writing and sent to [email protected]. Notices to Client may be sent to the email address associated with the Workspace or posted in the Services. Notices are effective upon receipt.
These Terms, together with the User Terms, Privacy Policy, Pricing Page, and any addenda referenced herein, constitute the entire agreement between the parties with respect to the Services and supersede all prior and contemporaneous negotiations, understandings, and agreements.
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remainder shall remain in full force. No failure to enforce constitutes a waiver. The parties are independent contractors; nothing creates a partnership, joint venture, agency, franchise, or employment relationship.
Client may not assign its rights or obligations under these Terms without GNTC’s prior written consent. GNTC may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this section is null and void.
Except as expressly provided, these Terms are for the sole and exclusive benefit of the parties and their permitted successors and assigns. Each party shall comply with all applicable export control laws and regulations.
Client agrees that clicking “I Agree,” creating a Workspace, or submitting payment constitutes an electronic signature, Client agrees to be bound by these Terms. If Client does not agree to these Terms, Client must not access or use the Services.
Our team is happy to discuss any aspect of our Terms of Service with you.
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