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GMI Cloud Console Master Service Agreement

CONSOLE SERVICE AGREEMENT

This Console Service Agreement, as amended from time to time (this "Agreement") is between the Company and the Client. This Agreement is effective as of the Order Date (the "Effective Date"). "Company," "Client," and "Order Date" shall have the same meanings provided in the applicable Order (as defined below).

1. Service Overview; Company Role; Disclaimers

1.1 Company operates a large language model aggregator where users may use its website at https://console.gmicloud.ai (the "Site") to access third-party application programming interfaces ("APIs") to use a variety of generative artificial intelligence models ("AI Models", together with "APIs", "Vendor Products") listed on the Site ("Service"). Company may add or remove AI Models from the Service at any time.

1.2 This Agreement provides general terms applicable to Company's provision of the Service, in mutually agreed transactions described in mutually executed order ("Order"). Such Order will be a separate agreement between Company and Client and will be deemed to incorporate the terms of this Agreement by reference. Company may require Client to provide evidence of creditworthiness or credit support reasonably acceptable to Company as a condition to accepting any Order. In the event of any conflict or inconsistency between the terms of this Agreement and the specific terms of the Order, the specific terms of the Order govern with respect to such Order.

1.3 The parties acknowledge and agree that Company acts solely as a technical intermediary that enables Client's access to third-party APIs and AI Models via the Site and provides billing, routing and account management functions in connection with such access, and:

(a) does not provide or operate any APIs, AI Models, or other Vendor Products accessible during the Service;

(b) does not control, monitor, or assume responsibility for the Outputs, User Content or performance of any APIs, AI Models or any other Vendor Products; and

(c) does not warrant or guarantee the legality, accuracy or fitness for purpose of any APIs, AI Models or any other Vendor Products.

2. Rights and Obligations of the Client

2.1 Client shall be solely responsible for ensuring that its use of the Services complies with all applicable laws and regulatory requirements in the jurisdictions where Client operates, and satisfies all obligations relating to the management, protection and lawful sourcing of data, including personal data. Client shall implement appropriate technical and organizational measures to safeguard data security, maintain required records, and obtain all necessary consents from end‑users or other data subjects as required by applicable laws and regulations.

2.2 Client acknowledges that Company does not act as a Controller or Processor of any personal data contained in User Content, and therefore the Company does not determine the purpose or means of processing any personal data as well as any User Content. The Client shall be deemed the Controller of such personal data, and any third-party providers of underlying APIs, AI Models or any other Vendor Products shall be deemed the Processor.

2.3 Company merely provides the Services "as is" and disclaims all warranties, express or implied. Client is solely responsible for moderating, managing, and ensuring compliance of any User Content with applicable laws and regulations. Company shall have no liability for such content. Client shall indemnify, defend, and hold Company harmless, without limitation, from any claims arising out of or related to: (i) User Content generated, transmitted, or used by Client, or (ii) Client's failure to comply with applicable laws and regulations.

3. User Content

3.1 User Content Generally; Training Data.

Client may provide input into the Services, which may include images, data, text, and other types of work ("Input") and receive an output from the Services based on Client's Input ("Output", and collectively, the Input and Output are "User Content"). Client retains copyright and any other proprietary rights that Client may hold in the Input. Client's ownership rights in the Output are set forth in terms for each AI Model used by Client ("AI Model Terms"). Some AI Models may store or train on Client's Inputs for improving their own large language models and may allow Client to opt-out of model training, as described in their AI Model Terms. Company is not liable for errors or misrepresentations made in any AI Model Terms. By using the Vendor Products, it is assumed that the Client has reviewed and accepted the corresponding AI Model Terms.

3.2 Opt-In License for Prompt Logging.

If Client have opted into prompt logging in Client's account settings, Client grants Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, adapt, translate and reproduce for debugging, Client's User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, for purposes of providing the Services to Client and for Service maintenance purposes. By way of example only, this license provides Company permission to (1) log and store Client's Inputs and (2) log, copy, store, and distribute Client's Inputs and associated tokens for purposes of debugging.

3.3 Opt-In License for Chat Logging.

If Client has opted into chat logging in Client's account settings, Client grants Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, adapt, translate and reproduce for debugging, any User Content submitted by Client or produced by Client's use of the chat feature (which includes text, files and/or images), in whole or in part for purposes of providing the Services to Client and for Service maintenance purposes. By way of example only, this license provides Company permission to (1) log and store Client's User Content and (2) log, copy, store, and distribute Client's Inputs and associated tokens for purposes of debugging.

3.4 License to Categorize Inputs.

Company uses a hosted model for categorizing Inputs, which does not store or log any Inputs provided to it. In using the Service, Client grants to Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free and fully paid right and license (with the right to sublicense) to use and host Client's Inputs in anonymized form, solely for tracking and sharing user metrics on the Site, providing and or improving the Service on an ongoing basis. Unless explicitly opted in to prompt logging, Company does not store Client's Inputs after categorizing them and do not associate the categorized Inputs with any specific user or organizational accounts.

3.5 User Content Representations and Warranties.

Client is solely responsible for any and all obligations with respect to the accuracy, quality, completeness, and legality of User Contents and the consequences of providing or using such User Contents. Client affirms, represents, and warrants that:

  • Client is the creator and owner of the Inputs, or have the necessary licenses, rights, consents, and permissions to authorize Company to use, reproduce, and distribute Client's Inputs as necessary to exercise the licenses granted by Client in this Section, in the manner contemplated by Company, the Service, and this Agreement;
  • Without limiting the foregoing, Client will be solely responsible for obtaining from third parties all necessary rights for Company to use the Inputs submitted by or on behalf of Client for the Services; and
  • Client's Inputs, and the use of Client's Inputs as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Company to violate any law or regulation.

3.6 Input and User Content Disclaimer.

Company is under no obligation to edit or control Inputs that Client or other users post or publish, and will not be in any way responsible or liable for Inputs. Company may, however, at any time and without prior notice, screen, remove, edit, or block any Inputs that in its sole judgment violates this Agreement or is otherwise objectionable or illegal. Client agrees to waive, and do waive, any legal or equitable right or remedy Client has or may have against Company with respect to the Inputs. Company expressly disclaims any and all liability in connection with User Content. If notified by a user, content owner or AI Model that User Content allegedly does not conform to this Agreement, Company may investigate the allegation and elect to terminate Client's access to the Services, in its discretion. For clarity, Company does not permit copyright-infringing activities on the Service.

3.7 Location of Originating Requests.

Company strives to accurately provide to the AI Models the country of Client's originating request when accessing the Site using APIs. However, due to limitations of currently available technology, it is not always possible to accurately represent Client's country of origin, and this limitation may affect Client's ability to use the Service. Client understands and agrees that Company is not responsible for any incorrect location reporting to the AI Models.

4. Prohibited Conduct

BY USING THE SERVICE CLIENT AGREES NOT TO:

  • use the Service for any illegal purpose, in violation of any local, state, national, or international law or in violation of any applicable AI Model Terms;
  • create a false identity, misrepresent Client's identity, or create multiple accounts as a single user, for purposes of bypassing or circumventing use limits on the Site or Service or for any other reason;
  • develop, support or use software, devices, scripts, robots or any other means or processes (such as crawlers, browser plugins, add-ons or any other automated technology) to scrape or copy any information on the Site or the Services;
  • bypass any technical measures implemented by Company that are designed to prevent scraping;
  • violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
  • post, upload, or distribute any Input or other content that is unlawful, or is not in compliance with the terms of service for the AI Model or Vendor Product Client is using;
  • violate the terms of service for the AI Model or Vendor Product Client is using;
  • interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
  • interfere with the operation of the Service or any user's enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
  • perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying Client's age or date of birth;
  • sell or otherwise transfer the access granted under this Agreement or any Materials (as defined in Section 7 or any right or ability to view, access, or use any Material; or
  • attempt to do any of the acts described in this Section 4, or assist or permit any person in engaging in any of the acts described in this Section 4.

5. Termination of Use; Discontinuation and Modification of the Service

5.1 This Agreement commences on the Effective Date and continues until terminated as permitted by this Agreement. The Order commences on the commencement date set forth in the Order, has the initial term ("Initial Term") set forth in the Order, and thereafter renews for the additional periods set forth in the Order if applicable (a "Renewal Term" and together with Initial Term, the "Service Period"). Client shall remain responsible for all fees incurred prior to the effective date of termination.

5.2 Company may, in its sole discretion, suspend or terminate Client's access to the Service or terminate this Agreement and any applicable Order at any time, with or without cause, and with or without notice. In the event that Company terminates or suspends the Service or Client's account for reasons other than Client's material breach of this Agreement, misuse of the Service, fraudulent activity, or violation of applicable law or AI Model Terms, any unused Pre-Paid Credits remaining in Client's account as of the effective termination date shall be refunded to Client on a prorated basis within thirty (30) days, using Client's original payment method.

5.3 For clarity, no refund of unused Pre-Paid Credits shall be issued where termination or suspension results from (i) Client's material breach of this Agreement, (ii) misuse or abuse of the Service or Credits, (iii) fraudulent, illegal, or deceptive activity, or (iv) violation of applicable AI Model Terms or Vendor Product terms. Company's decision to modify, suspend, or discontinue any portion of the Service shall not, by itself, be deemed misuse by the Customer.

6. Payment Terms

6.1 Fees, Discounts and Invoicing

All fees, discounts, and invoicing details shall be governed by the Order signed by the parties.

6.2 Late Payment and Remedies

If Client fails to pay any undisputed invoice by the due date, (i) Company may, at its sole discretion, take any or all of the following actions: suspend Client's access to the Site and Services immediately and terminate this Agreement and any Order, and (ii) Client shall remain liable for all amounts due plus late fees at 1.5% per month (or the maximum permitted by law) and Company's reasonable collection costs. If any dispute arises regarding the Client's actual usage of the Vendor Products through the Site, the usage records maintained by the Company shall prevail and be conclusive and binding to the parties. All fees paid by Client to Company under this Agreement are non-refundable, except as expressly provided otherwise in this Agreement.

6.3 Changes to Fees

Company reserves the right to adjust the standard list price of any Vendor Product from time to time in accordance with vendor's pricing policies. Company will provide prior written notice of those changes to Client. Client's continued use of the Vendor Product following the effective date of such price adjustment shall constitute acceptance thereof.

7. User Policy; Additional Terms

7.1 User Policy

This Agreement incorporates by reference the terms of (i) User Policy and (ii) User Content Policy, as amended from time to time by the Company. The User Policy and the User Content Policy are an integral part of this Agreement and accepted together with the Order by both parties hereto.

7.2 Additional Terms

Client's use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Company may post on or link to from the Service (the "Additional Terms"), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Service. All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

8. Ownership; Proprietary Rights

8.1 The Service is owned and operated by Company. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided by Company are protected by intellectual property and other laws. All Materials included in the Service are the property of Company or its third-party licensors. Except as expressly authorized by Company, Client may not make use of the Materials. Company reserves all rights to the Materials not granted expressly in this Agreement.

8.2 For the avoidance of doubt, Company does not own, control, or claim any intellectual property rights in respect of the content, outputs, or other materials generated by, or underlying, any third‑party AI Models or APIs accessible through the Service. All rights in such AI Models and APIs remain with their respective providers. Client acknowledges and agrees that Company shall not be liable for any claims, damages, or losses arising from or related to alleged infringement by any AI Model, API, or other Vendor Product. Any such claims shall be directed solely against the relevant third‑party provider.

9. Feedback

If Client choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then Client hereby grants Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

10. Indemnity

Client is responsible for its use of the Service, and Client will defend and indemnify Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Representatives") from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Client's access to, use of, or alleged use of, the Service; (b) Client's violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) Client's violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between Client and any third party. Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Client (without limiting Client's indemnification obligations with respect to that matter), and in that case, Client agrees to cooperate with Company's defence of that claim.

11. Disclaimers; No Warranties

11.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COMPANY AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. THE CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT COMPANY RESERVES THE RIGHT TO MODIFY ANY API OR DISCONTINUE THE PROVISION OF ANY AI MODELS WITHOUT LIABILITY.

11.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING COMPANY OR ANY OF ITS AFFILIATES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. CLIENT ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM ITS USE OF OR ACCESS TO THE SERVICE, CLIENT'S DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY OUTPUT CLIENT RECEIVED THROUGH THE SERVICE. CLIENT UNDERSTANDS AND AGREES THAT CLIENT'S USE OF THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT CLIENT'S OWN DISCRETION AND RISK, AND THAT CLIENT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT'S PROPERTY (INCLUDING CLIENT'S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. CLIENT UNDERSTANDS AND AGREES THAT COMPANY IS NOT RESPONSIBLE FOR THE ACCURACY OR QUALITY OF ANY OUTPUT CLIENT RECEIVED THROUGH THE SERVICE. COMPANY TAKES NO RESPONSIBILITY FOR ANY ACTIONS OF THE CLIENT AS A RESULT OF ANY OUTPUT RECEIVED THROUGH THE SERVICE OR ANY CONSEQUENCES OF THOSE ACTIONS.

11.3 NO SERVICE LEVEL COMMITMENTS. CLIENT ACKNOWLEDGES THAT THE SERVICES, INCLUDING ANY ACCESS TO API AND AI MODELS, ARE PROVIDED ON A BEST-EFFORT BASIS ONLY. COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR COMMITMENTS REGARDING UPTIME, AVAILABILITY, RESPONSE TIMES OR CONTINUITY OF SERVICES. TEMPORARY INTERRUPTIONS, DELAYS, OR OUTAGES OF THE SERVICES, INCLUDING INTERRUPTIONS OF ANY APIS OR AI MODELS, SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT. CLIENT'S SOLE REMEDY FOR ANY INTERRUPTION OR UNAVAILABILITY OF THE SERVICES SHALL BE DISCONTINUE USE OF THE SERVICES.

12. Limitation of Liability

12.1 IN NO EVENT WILL COMPANY BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO CLIENT'S ACCESS TO OR USE OF, OR CLIENT'S INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

12.2 NOTWITHSTANDING THE ABOVE, THE AGGREGATE LIABILITY OF COMPANY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT OR ANY ORDERS, WHETHER IN CONTRACT, TORT, OR OTHERWISE IS LIMITED TO THE AMOUNT CLIENT HAS PAID TO COMPANY FOR ACCESS TO AND USE OF THE SERVICE IN THE ONE (1) MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM.

12.3 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN CLIENT AND COMPANY. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CLIENT AND COMPANY. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Governing Law

This Agreement and the Order are governed by the laws of the State of New York without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement or the Order, then Client and Company agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for the purpose of litigating any dispute.

14. General

14.1 This Agreement, together with the Order, the User Policy, User Content Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Client and Company regarding Client's use of the Service. Except as expressly permitted herein, this Agreement may be amended only by a written agreement signed by authorized representatives of all parties to this Agreement. Client may not assign or transfer this Agreement or Client's rights under this Agreement, in whole or in part, by operation of law or otherwise, without Company's prior written consent. Company may assign this Agreement at any time without notice or consent. The failure to require performance of any provision will not affect Company's right to require performance at any other time after that, nor will a waiver by Company of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of this Agreement, Sections 1 through 3 and 7 through 13, along with the User Policy, User Content Policy and any other accompanying agreements, will survive.

14.2 Modification of the Agreement and Order. Company reserves the right to update the terms in this Agreement from time to time without notification to Client. Client's continued use of the Services after the publication of the amended Agreement shall be deemed as Client's acceptance of the amended Agreement. Please check this Agreement periodically for changes. If Client does not agree to the changes, Client must stop using Service. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose. Notwithstanding anything contrary to this Agreement or any Order, Company reserves the right to change the terms of any Order anytime by issuing an amended and restated version of such Order to Client through email. Client's continued use of the Service after the publication of the amended Order shall be deemed as Client's acceptance of the amended Order.