IMPORTANT: BY USING STELLA AI’S SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SERVICES.

GAI VENTURES INC. ("GAI VENTURES", "STELLA AI", "WE", "US" OR "OUR") IS WILLING TO PROVIDE CERTAIN SOFTWARE AND SERVICES TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY (REFERENCED BELOW AS "YOU" OR "YOUR" OR "CUSTOMER") THAT ENTERS INTO A WRITTEN OR ONLINE ORDER, WRITTEN OR ONLINE REGISTRATION FORM OR SIMILAR DOCUMENT WITH STELLA AI THAT REFERENCES THESE TERMS AND CONDITIONS ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS AND CONDITIONS ("AGREEMENT"). READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING ANY SOFTWARE OR SERVICES FROM STELLA AI. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND STELLA AI. BY ENTERING INTO A WRITTEN OR ONLINE ORDER, WRITTEN OR ONLINE REGISTRATION FORM OR SIMILAR DOCUMENT WITH STELLA AI THAT REFERENCES THIS AGREEMENT, OR BY SIGNING IN WITH YOUR GOOGLE WORKSPACE OR MICROSOFT WORKSPACE ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

FOR THE SAKE OF CLARITY, IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF (AND FOR USE ON BEHALF OF) A COMPANY OR OTHER ENTITY (A "CORPORATE ENTITY"), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH CORPORATE ENTITY TO THE TERMS OF THIS AGREEMENT AND YOU ACKNOWLEDGE THAT THE TERM "YOU" OR "CUSTOMER" REFERENCED BELOW REFERS TO SUCH CORPORATE ENTITY.

1. DEFINITIONS

1.1 Affiliates means any company, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition, control means the direct possession of a majority of the outstanding voting shares of an entity.

1.2 AI means any system, platform or tool designed to operate with a level of autonomy using algorithmic, machine learning, or modeling techniques to generate outputs.

1.3 AI Output means email drafts, summaries, classifications, suggestions, research responses, scheduling outputs, recommendations, and similar content generated by the Platform on behalf of Customer.

1.4 Confidential Information has the meaning described in Section 4.1.

1.5 Customer Data means all data, content, emails, calendar information, metadata, and other materials made available by Customer or its Users to Stella AI, including content accessed from Gmail, Outlook, calendars, or other Connected Applications.

1.6 Documentation means the documentation for the Platform generally made available by Stella AI to its customers that describes the features, functionality, or operation of the Platform.

1.7 Effective Date means the date that the first Order Form is entered into or the date when a user first accesses the Platform.

1.8 Meeting Notes means any meeting summary or content generated through the Platform when the Customer enables meeting related features.

1.9 Order Form means any Stella AI ordering document, including email confirmation, invoice, or electronic subscription selection completed on Stella AI’s website identifying the specific Services purchased by Customer.

1.10 Authentication means the login process accomplished through Gmail or Outlook authentication systems or any authentication method supported by the Platform.

1.11 Connected Applications means third party applications, products, platforms, or services that connect to or interoperate with the Platform, including Gmail, Outlook, Google Calendar, Microsoft 365, Zoom, Microsoft Teams, and other scheduling or communication systems.

1.12 Services means the Platform and any technical support services described in this Agreement.

1.13 Platform means Stella AI’s proprietary AI powered inbox automation and productivity platform, including email tagging, drafting, scheduling, task creation, reminders, meeting assistance, and research capabilities.

1.14 Users means any employee, contractor, or representative of Customer or its Affiliates authorized to use the Platform.

2. SERVICES

2.1 Services

Stella AI shall provide the Customer with the specific Services set forth in the applicable Order Form. Any conflict between this Agreement and an Order Form shall be resolved in favor of this Agreement unless an Order Form explicitly identifies a section that is amended.

Customer agrees that purchases are not contingent upon the delivery of future functionality or features.

This Platform is designed primarily for productivity and email workflow automation. It is not designed for compliance with industry specific regulations such as HIPAA, FISMA, GLBA, or regulations governing specialized professional services. If your use requires adherence to such regulations, you may not use the Services.

2.2 License Grant

Subject to this Agreement and payment of applicable fees, Stella AI grants Customer a non exclusive, non transferable license to access and use the Platform solely for internal business purposes during the subscription term. Only authorized Users may access the Platform.

Customer agrees to take reasonable steps to prevent unauthorized access or use.

2.3 Fair Usage Policy

Customer acknowledges that use of the Platform is subject to Stella AI’s fair usage guidelines. Stella AI may review usage, and if Customer’s usage materially exceeds typical usage, Stella AI may require the Customer to upgrade its plan or adjust usage.

2.4 Use by Affiliates

Customer may allow Affiliates to use the Platform provided Customer remains responsible for their compliance.

2.5 Connected Applications

To use certain features, Customer must connect email, calendar, and communication accounts. By connecting these applications, Customer represents that it has the rights to allow the Platform to access such accounts and data.

Stella AI is not responsible for disruptions caused by these external systems.

2.6 Beta Services

Stella AI may offer modules or features as Beta Services for evaluation. Unless Customer cancels before the Beta period ends, Customer’s subscription will continue under the applicable plan selected.

3. FEES; PAYMENT TERMS

3.1 Customer shall pay all fees specified in the Order Form. Fees are non cancellable and non refundable unless expressly stated otherwise. Fees are billed monthly or annually in advance.

Customer must maintain valid payment information and authorizes Stella AI to charge applicable fees.

3.2 Late Fees apply at 1.5 percent per month or the maximum permitted by law.

3.3 Taxes are Customer’s responsibility except for taxes based on Stella AI’s income.

3.4 Disputed Charges must be identified in writing before the payment due date together with a detailed explanation. All non disputed amounts must be paid on time.

4. CONFIDENTIALITY

4.1 Confidential Information means information disclosed by one party to the other that is designated confidential or would reasonably be understood as confidential. Customer Data and AI Output are Customer’s Confidential Information.

The receiving party shall use Confidential Information solely for purposes of performing this Agreement and shall protect it using reasonable care.

4.2 Confidential Information does not include information that is publicly known, independently developed, rightfully obtained from a third party, or required to be disclosed by law.

4.3 The parties acknowledge that unauthorized disclosure may cause irreparable harm and that injunctive relief may be sought without the need to prove actual damages.

5. WARRANTIES

5.1 Availability

Stella AI will use commercially reasonable efforts to make the Platform available at all times. Access may be suspended for maintenance, security issues, Customer breach, or events described in Section 9.3.

5.2 Platform Warranty

Stella AI warrants that the Platform will function substantially in accordance with available Documentation. Stella AI does not warrant uninterrupted service or error free operation.

5.3 Authentication and Account Security

Customer is responsible for maintaining the confidentiality of all authentication credentials and for notifying Stella AI of any unauthorized access.

5.4 Data Security

Stella AI will maintain reasonable administrative, physical, and technical safeguards, including encryption. Customer is solely responsible for compliance with the laws applicable to its activities.

5.5 No Other Warranty

Except for the warranties explicitly stated above, the Platform is provided as is. Stella AI disclaims all other warranties including implied warranties of merchantability or fitness for a particular purpose.

5.6 AI Output Warranty Disclaimer

AI Output may contain inaccuracies, omissions, or errors. Customer is solely responsible for reviewing AI Output before relying on it. Stella AI disclaims any liability arising from reliance on AI Output.

5.7 No Professional Advice

The Platform and AI Output are not intended to provide legal, financial, HR, medical, or other professional advice. Customer is responsible for independently verifying all information.

6. LIMITATION OF LIABILITY

Neither Party shall be liable for special, indirect, incidental, consequential, or exemplary damages. To the fullest extent allowed by law, each Party’s total liability shall not exceed the fees paid by Customer during the twelve month period prior to the event giving rise to the claim.

Customer’s payment obligations and obligations relating to Stella AI’s intellectual property are excluded from this limitation.

7. TERM AND UPDATES TO TERMS

7.1 This Agreement commences on the Effective Date and continues until terminated as described herein. Subscriptions automatically renew unless either Party provides written notice at least fifteen days before the renewal date.

7.1.1 Stella AI may modify this Agreement at any time by posting an updated version or by notifying Customer. Continued use of the Services constitutes acceptance. If Customer objects, Customer must discontinue using the Services.

7.2 Either Party may terminate this Agreement or any Order Form immediately for material breach not cured within thirty days or if the other Party becomes insolvent.

7.3 Upon termination, Customer shall cease all use of the Services. Stella AI will refund any prepaid unused fees if Customer terminates due to Stella AI’s breach. Customer must pay all committed fees if Stella AI terminates for Customer’s breach.

Upon termination, Confidential Information must be returned or destroyed except as required by backup policies described in Section 8.8.

8. OWNERSHIP; ADDITIONAL OBLIGATIONS

8.1 Platform and Intellectual Property

All rights, title, and interest in the Platform, Documentation, and Stella AI technology remain with Stella AI. Customer may not make representations suggesting affiliation, partnership, or endorsement without Stella AI’s written consent.

8.2 AI Models

Stella AI does not use Customer Data or AI Output to train its internal models. Stella AI uses third party AI providers that contractually do not use Customer data for training.

8.3 Customer Data

Customer retains all ownership in Customer Data. Stella AI receives a limited license to access and process Customer Data solely to provide the Services.

8.4 Customer Obligations

Customer is responsible for all User activity and must use the Platform in compliance with applicable law. Customer shall not reverse engineer the Platform or use it to build competitive products.

Meeting Participant Consent

If Customer enables meeting related features in which Stella AI automatically joins calls or assists with meeting summaries, Customer is solely responsible for obtaining all legally required consents from all participants.

Stella AI does not provide advice regarding consent obligations.

8.5 AI Output

Customer owns all AI Output except for elements of Stella AI IP such as templates, system formatting, and look and feel.

8.6 Intellectual Property Rights

Customer shall not remove or obscure Stella AI’s proprietary notices.

8.7 Suggestions

Any suggestions or feedback may be used by Stella AI without obligation.

8.8 Data Retention, Backup, and Deletion

Stella AI retains Customer Data and AI Output until Customer requests deletion by contacting support@YourStella.AI. After termination, Customer may request access to retained information for thirty days.

Backup systems may retain data for limited periods as required for operational integrity. Customer is solely responsible for maintaining records needed for compliance or archival purposes.

9. DISPUTE RESOLUTION

9.1 Disclaimer of Indemnification

Neither Party is obligated to indemnify the other. Each Party is responsible for its own compliance and actions.

9.2 Arbitration

All disputes arising from this Agreement shall be resolved through binding arbitration under the rules of the American Arbitration Association. Arbitration shall occur in Delaware, United States, in English. Either Party may seek injunctive relief in a court of competent jurisdiction.

9.3 Force Majeure

Neither Party is liable for delays caused by events beyond reasonable control including natural disasters, war, terrorism, riots, pandemics, cyberattacks, system failures, or government actions. If such an event continues for more than sixty days, either Party may terminate this Agreement.

Data Breach Notification

If Stella AI becomes aware of a data breach affecting Customer Data, it will notify Customer within seventy two hours with all information available at that time. More details will be provided as they become available.

Questions, concerns or complaints

If you have questions, concerns, complaints, or wish to exercise your rights, please contact us at:

Email: support@YourStella.AI