GIT AI TERMS OF SERVICE

Last Updated: July 2026

These Terms of Service (these “Terms”) govern access to and use of the products and services made available by Next Element Inc. (dba Git AI), a Delaware corporation with offices at 99 Wall St #3869, New York, NY 10005 (“Git AI”), including Git AI’s websites, applications, and application programming interfaces. These Terms are a binding agreement between Git AI and the individual or entity accepting them (“Customer”), and references to “you” or “your” mean Customer. These Terms, together with each Order Form and the policies and documents expressly incorporated by reference, constitute the “Agreement” between Git AI and Customer.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I AGREE” (OR A SIMILAR BUTTON OR CHECKBOX), CREATING AN ACCOUNT, PLACING AN ORDER, OR ACCESSING OR USING THE SERVICES, CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS THAT THEY ARE AT LEAST EIGHTEEN (18) YEARS OLD AND HAS THE AUTHORITY TO BIND CUSTOMER. IF CUSTOMER DOES NOT AGREE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

IF CUSTOMER PURCHASES A SUBSCRIPTION, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW, AND CUSTOMER’S PAYMENT METHOD WILL BE CHARGED ON A RECURRING BASIS, UNLESS CUSTOMER CANCELS BEFORE THE END OF THE THEN-CURRENT SUBSCRIPTION TERM AS DESCRIBED IN SECTION 8.1 (TERM AND RENEWAL).

If Customer and Git AI have executed a separate written agreement governing Customer’s use of the Services (including a master services agreement), that agreement, and not these Terms, governs. Capitalized terms have the meanings given in Section 1 (Definitions) or where first defined in these Terms.

1. DEFINITIONS.

Capitalized terms used in this Agreement have the meaning set forth below or as defined elsewhere in this Agreement.

1.1 “Account” means the account Customer registers to access, use, and administer the Services.

1.2 “Account Data” means Personal Data that relates to Git AI’s relationship with Customer, including the names and contact information of individuals authorized by Customer to access Customer’s account, support communications, and billing and administrative information relating to Customer. Account Data does not include Customer Data; substantive content that Customer or its Authorized Users submit in support communications or administrative fields remains Customer Data.

1.3 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.4 “Aggregated and De-identified Data” means data derived from Customer Data, Outputs, or Usage Data that has been aggregated or de-identified such that it does not, and cannot reasonably be used, alone or in combination with other information, to identify Customer or any individual.

1.5 “Authorized User” means, collectively, Users and any personnel Customer authorizes to administer its Account within the Services.

1.6 “Git AI Technology” means the Services, Documentation, and all technology, software, algorithms, models, model weights, training data, and intellectual property owned by or licensed to Git AI, including any modifications, improvements, or derivative works thereof, excluding Customer Data and Outputs.

1.7 “Customer Data” means any data, content, or materials submitted or made available by, or on behalf of, Customer or its Authorized Users to the Services, or otherwise collected by the Services or any connected tools on Customer’s behalf, as applicable, including any Personal Data contained therein. Customer Data does not include Usage Data, Account Data, or Aggregated and De-identified Data.

1.8 “Documentation” means Git AI’s then-current technical documentation, help articles, in-product guidance, user guides, and other similar materials that Git AI makes available to Customer as updated from time to time.

1.9 “Order Form” means an ordering document or online order specifying the Services to be provided, applicable fees, and other commercial terms, executed by both parties or completed through Git AI’s ordering process.

1.10 “Outputs” means any content, data, or materials generated by the Services in response to Customer Data or Authorized User inputs.

1.11 “Personal Data” means any information that identifies, relates to, describes, or could reasonably be used to identify a natural person, as defined under applicable privacy law.

1.12 “Protected Health Information” means “protected health information” as defined in 45 C.F.R. § 160.103.

1.13 “Services” means Git AI’s proprietary products and services, including Git AI’s websites, applications, and application programming interfaces, identified in the applicable Order Form or otherwise made available by Git AI to Customer under this Agreement, including any updates, upgrades, patches, bug fixes, or new features that Git AI makes generally available to its customers at no additional charge (“Updates”).

1.14 “Usage Data” means technical logs, events, and usage and performance information generated by or collected in connection with Customer’s or its Authorized Users’ use of the Services, excluding Customer Data, source code, prompts, and Outputs. To the extent Usage Data contains Personal Data, Git AI will process it in accordance with its privacy notice and applicable law.

1.15 “Users” means Customer’s employees, consultants, contractors, and agents authorized to access and use the Services, excluding automated or service accounts.

2. SERVICES; ACCESS.

2.1 Pilot Terms. If Customer is accessing the Services during a free pilot, trial, or proof-of-concept period, the duration of which is presented to Customer at signup (or, if no duration is presented, fourteen (14) days) (the “Pilot Period”), then, notwithstanding anything to the contrary in these Terms: (a) during the Pilot Period, the Services are provided “as is” and “as available,” and all warranties, service commitments, and support commitments are disclaimed for the Pilot Period; (b) Git AI’s total aggregate liability arising out of or relating to the Services during the Pilot Period will not exceed one hundred U.S. dollars (US$100), except that this cap does not apply to a party’s fraud or willful misconduct; (c) either party may terminate the Pilot Period at any time upon notice to the other party; (d) Customer’s access to the Services ends upon expiration or termination of the Pilot Period unless Customer affirmatively purchases a subscription, and Git AI will not automatically convert the Pilot Period into a paid subscription or charge Customer’s payment method without that purchase; and (e) Section 4 (Intellectual Property; Data), including the restrictions on model training and Customer’s ownership of Outputs, Section 5 (Data Security), Section 9 (Confidentiality), and the data export and deletion terms in Section 8.6 (Effects of Termination; Survival) apply in full during the Pilot Period, so a later purchase requires no changes to the data terms. All other sections of these Terms apply during the Pilot Period except to the extent this Section states otherwise.

2.2 Provision of Services; License Grant. Subject to the terms of this Agreement and the applicable Order Form, during the applicable Subscription Term (as defined in Section 8.1) or any period of free or trial access, Git AI hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to: (a) access and use the Services, including any plug-ins, extensions, or components made available as part of the Services, as described in the Documentation for Customer’s internal business purposes; (b) configure the Services using the tools and features provided by Git AI; and (c) as applicable, generate, receive, and use Outputs in accordance with this Agreement. Git AI may provide Updates to the Services at its discretion, and such Updates will be subject to the terms of this Agreement. Git AI will not materially reduce the core functionality of the Services during a Subscription Term without Customer’s prior written consent. Git AI’s free open-source command line interface is licensed separately under its applicable open-source license and is not part of the Services or governed by these Terms.

2.3 Eligibility; Business Use; Accounts. The Services are intended solely for business use. Customer represents that: (a) Customer is entering into this Agreement for business purposes and not for personal, family, or household purposes; (b) the individual accepting this Agreement is at least eighteen (18) years old; and (c) Customer is not barred from using the Services under applicable law. Customer will provide accurate and complete information when registering an Account and will keep that information current.

2.4 Authorized Users. Customer may permit its Authorized Users to access and use the Services, provided that Customer remains responsible for each Authorized User’s compliance with this Agreement. Customer is responsible for maintaining the confidentiality of all login credentials and for all activities that occur under its Account. If applicable, Customer will ensure that the number of Users does not exceed the number specified in the applicable Order Form.

2.5 Subcontractors. Git AI may use subcontractors to perform its obligations under this Agreement. Git AI remains responsible for its subcontractors’ performance of Git AI’s obligations under this Agreement, but is not responsible for failures or unavailability of third-party services or infrastructure to the extent outside Git AI’s reasonable control, subject to the Git AI Data Processing Agreement with respect to Personal Data.

2.6 Beta Features. Git AI may make beta or pre-release features (each, a “Beta Feature”) available for Customer’s internal evaluation. Beta Features are provided “as is,” are not supported, may be subject to additional limitations, and may be modified or discontinued at any time, and Git AI has no obligation to make any Beta Feature generally available.

2.7 Support. Git AI will provide support for the Services as described in the Documentation. Git AI does not offer service credits, refunds, or termination rights in connection with support. Except as expressly set forth in an Order Form, Git AI does not commit to any service levels, uptime percentages, response times, or service credits under this Agreement.

3. CUSTOMER OBLIGATIONS.

3.1 Use Restrictions. Customer will not, and will not permit any third party to: (a) sublicense, sell, resell, rent, lease, transfer, distribute, or otherwise make the Services available to any third party other than Authorized Users; (b) modify, copy, or create derivative works based on the Services or Git AI Technology; (c) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, or underlying algorithms of the Services, or extract or reconstruct any model or training data; (d) access or use the Services or Outputs to build, train, or improve a product, service, or artificial intelligence or machine learning model that competes with the Services, or to benchmark the Services against a competitive product or service; (e) remove, alter, or obscure any proprietary notices on the Services; (f) use the Services to transmit viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, or agents (“Harmful Code”); (g) interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to the Services or their related systems; or (h) use the Services in violation of any applicable law or regulation.

3.2 AI-Specific Prohibitions. Customer will not, and will not permit any third party to, use the Services or Outputs to: (a) generate or distribute deceptive synthetic media, including deepfakes, impersonating a real person without a lawful basis; (b) engage in unlawful discrimination, or make legal, financial, employment, housing, healthcare, or other decisions that produce legal or similarly significant effects on individuals without meaningful human review; (c) generate content that sexualizes minors, promotes violence or self-harm, or facilitates illegal activity; (d) infringe or misappropriate the intellectual property or privacy rights of any third party; or (e) circumvent safety features, rate limits, or usage controls of the Services.

3.3 Customer Responsibilities. Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which Customer acquired Customer Data; (c) Customer’s use of Outputs, including any decisions made or actions taken based on Outputs; and (d) ensuring that Customer’s use of the Services and Outputs complies with all applicable laws and regulations. Customer will use the Services in compliance with this Agreement and all applicable laws.

3.4 Restricted Data. Customer will not submit to the Services any data that is subject to heightened regulatory requirements, including Protected Health Information or other regulated health data, payment card data subject to PCI-DSS, data controlled under the International Traffic in Arms Regulations, technical data controlled on the Commerce Control List of the Export Administration Regulations or otherwise requiring an export license (excluding EAR99 items), or data classified under government security programs, unless Git AI has expressly agreed in writing to process such data and the parties have executed any supplemental agreements required by applicable law or regulation.

4. INTELLECTUAL PROPERTY; DATA.

4.1 Git AI IP. As between the parties, Git AI retains all right, title, and interest in and to the Services, Git AI Technology, and any modifications, improvements, or derivative works thereof, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

4.2 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Git AI a non-exclusive, worldwide license to use, process, and display Customer Data solely as necessary to provide, operate, secure, support, and maintain the Services in accordance with this Agreement and applicable law.

4.3 Feedback. If Customer or its Authorized Users provide any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services (“Feedback”), Customer grants Git AI a perpetual, irrevocable, worldwide, royalty-free license to use Feedback without restriction or obligation to Customer. Notwithstanding the foregoing, to the extent any Feedback contains or incorporates Customer’s Confidential Information, Git AI’s use of such Feedback will remain subject to the confidentiality obligations set forth in Section 9 (Confidentiality).

4.4 Outputs. As between the parties and to the extent permitted by applicable law, Customer owns all right, title, and interest, if any, in and to Outputs, subject to Git AI’s rights in the Git AI Technology. Customer acknowledges that: (a) the Services may generate identical or similar Outputs for other customers in response to the same or similar inputs, and Git AI makes no exclusivity commitment with respect to any Output; and (b) Git AI may process Outputs to provide the Services and may otherwise use Outputs only as permitted under Section 4.5 (Data), including as Aggregated and De-identified Data.

4.5 Data; No AI Training. Git AI does not use Customer Data, Outputs, or any data derived from either of them (including Aggregated and De-identified Data) to train, fine-tune, develop, or improve any artificial intelligence or machine learning model, and will not do so except with Customer’s express prior written authorization. Enabling the industry benchmarking feature described below does not authorize any model training. If Customer enables the industry benchmarking feature in its Account settings, Customer grants Git AI a non-exclusive license to use Aggregated and De-identified Data derived solely from Outputs to provide customer-facing peer and industry benchmarking to Git AI customers, in each case only for so long as the feature remains enabled. If Customer does not enable the feature, Git AI will not use Customer’s data for customer-facing peer or industry benchmarking, and Customer will not receive peer benchmarking data. As between the parties, Git AI owns all right, title, and interest in and to Aggregated and De-identified Data. Git AI may use Aggregated and De-identified Data for purposes including product improvement, internal benchmarking and analytics, and developing new products and services (excluding the training, fine-tuning, development, or improvement of any artificial intelligence or machine learning model). Git AI may collect and use Usage Data to operate, secure, support, maintain, analyze, improve, and develop the Services and related products. As between the parties, Git AI owns all right, title, and interest in and to Usage Data.

5. DATA SECURITY.

Git AI will maintain an information security program that includes commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Git AI will review and update its safeguards as appropriate, consistent with generally accepted industry standards for similarly situated providers. Git AI will use commercially reasonable efforts to obtain and maintain a SOC 2 attestation for the Services, and current security information is available through Git AI’s trust center at https://trust.usegitai.com. If Git AI becomes aware of any confirmed unauthorized access to, or acquisition of, Customer Data that compromises the security, confidentiality, or integrity of such Customer Data, Git AI will notify Customer without undue delay after becoming aware of the incident. Git AI’s collection and use of Personal Data in connection with the Services is described in Git AI’s Privacy Policy available at [Privacy Policy link]. To the extent Git AI processes Personal Data on Customer’s behalf in connection with the Services, the terms of Git AI’s Data Processing Agreement available at [DPA link] (the “DPA”) apply and are incorporated into this Agreement by reference.

6. THIRD-PARTY SERVICES; OPEN-SOURCE SOFTWARE.

The Services may permit Customer or its Authorized Users to connect to, integrate with, or use products, services, or content provided by third parties that Customer or its Authorized Users select, authorize, access or enable (each, a “Third-Party Service”). A Third-Party Service is not part of the Services, and Customer’s use of any Third-Party Service is subject to that third party’s terms of service and privacy policies. Git AI is not liable for failures, outages, changes in capabilities, or acts or omissions attributable to any Third-Party Service, and Git AI makes no warranty with respect to any Third-Party Service. The Services may also rely on third-party model, hosting, or infrastructure providers, and, except as set forth in Section 2.5 (Subcontractors), Git AI is not liable for the acts, omissions, availability, or performance of any such provider. The Services may incorporate open-source software components that are subject to their own applicable license terms, which govern Customer’s use of those components and, in the event of a conflict, control over this Agreement solely with respect to those components. Git AI provides such components on an “as is” basis and makes no warranties with respect to them except as expressly set forth in this Agreement.

7. FEES; PAYMENT.

7.1 Fees. Customer will pay all fees specified in the applicable Order Form or as otherwise presented to Customer at the time of purchase or as configured in Customer’s Account settings, including for monthly or annual subscription plans (“Fees”). Except as expressly set forth in this Agreement, all Fees are non-refundable and non-cancellable. Customer authorizes Git AI and its third-party payment processors to charge Customer’s designated payment method for all Fees when due, including upon each renewal. Unless otherwise specified in the applicable Order Form, all Fees will be in USD and, where Git AI invoices Customer, will be payable on net thirty (30) day terms. Fees may be charged on a per-User subscription basis or on a consumption or usage basis, in each case as set forth in the applicable Order Form. For consumption-based Order Forms, Git AI will measure usage as described in the Order Form and may true-up usage exceeding the committed amount. Any undisputed amounts not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer will notify Git AI in writing of any disputed amounts within thirty (30) days of the applicable invoice or charge date, providing reasonable detail supporting the dispute. Customer will pay all undisputed amounts in accordance with this Section while the parties resolve the dispute in good faith in accordance with Section 13 (Governing Law; Dispute Resolution).

7.2 Taxes. All Fees are exclusive of taxes. Customer is responsible for all applicable taxes (other than taxes based on Git AI’s net income) arising from or relating to this Agreement. If Git AI is required to collect or remit any such taxes, they will be invoiced to Customer and paid in accordance with this Section.

7.3 Free Trials; Free Access. Git AI may offer free trials, free tiers, or promotional access to the Services and may require a payment method at registration; time-limited free trials and proof-of-concept access are governed by Section 2.1 (Pilot Terms), and this Section 7.3 governs any other free tier or promotional access. Other free tiers and promotional access governed by this Section 7.3 are provided “as is” and without warranties, support commitments, or indemnification obligations on Git AI’s part, and may be modified, suspended, or discontinued by Git AI at any time.

8. TERM; TERMINATION.

8.1 Term and Renewal. This Agreement commences on the date Customer first accepts it (the “Effective Date”) and continues until all subscriptions and Order Forms have expired or been terminated. Each subscription runs for the initial subscription term selected by Customer at purchase or specified in the applicable Order Form (the “Initial Term”) and will automatically renew for successive periods equal in length to the then-expiring term (each, a “Renewal Term” and, collectively with the Initial Term, the “Subscription Term”), and Git AI will charge Customer’s designated payment method at the then-current Fees, unless: (a) Customer cancels the subscription through its Account settings, or as otherwise described in the Documentation, before the end of the then-current term; or (b) Git AI elects not to renew by written notice at least thirty (30) days before the end of the then-current term. Cancellation takes effect at the end of the then-current Subscription Term, and Customer retains access to the Services through that date. Git AI may change the Fees for any Renewal Term by providing notice at least forty-five (45) days before the start of that Renewal Term; the new Fees take effect at the start of that Renewal Term, and Customer may cancel the subscription before renewal if Customer does not agree to the change.

8.2 Termination for Cause; Insolvency. Either party may terminate an Order Form or this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice (ten (10) days for Customer’s breach of Section 3.1 (Use Restrictions) or Section 3.2 (AI-Specific Prohibitions) or use of the Services in violation of applicable law). For breaches that by their nature cannot be cured, including reverse engineering or use of Outputs to develop a competing product, Git AI may terminate immediately upon written notice. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or is subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days.

8.3 Termination for Convenience. Customer may cancel any subscription as described in Section 8.1 (Term and Renewal) and may stop using the Services at any time. Git AI may terminate this Agreement, any Order Form, or any subscription for convenience upon thirty (30) days’ written notice, in which case Git AI will refund to Customer any prepaid Fees for the unused remainder of the then-current Subscription Term as Customer’s sole and exclusive remedy for such termination. Git AI may suspend or terminate any free trial, free tier, or promotional access at any time without notice.

8.4 Suspension. Git AI may suspend access to the Services: (a) if Git AI reasonably determines that Customer or any Authorized User has violated Section 3.1 (Use Restrictions), Section 3.2 (AI-Specific Prohibitions), or any acceptable use or other written policy identified in the applicable Order Form or Documentation; (b) immediately, if Git AI reasonably determines that suspension is necessary to address a security risk, unlawful activity, or a threat to the integrity or availability of the Services; (c) to the extent required by a third-party artificial intelligence or infrastructure provider used to provide the Services, or where such a provider suspends or restricts Git AI’s access; or (d) upon ten (10) business days’ written notice if Customer fails to pay any undisputed amounts when due. Git AI will provide notice of any suspension promptly and will restore access when the issue has been resolved. Suspension will not relieve Customer of its payment obligations.

8.5 Effects of Termination; Survival. Upon termination or expiration of this Agreement: (a) all rights granted to Customer cease; (b) Customer will discontinue use of the Services; (c) each party will return or destroy the other party’s Confidential Information in accordance with Section 9 (Confidentiality); and (d) Git AI will make Customer Data available for export in an industry-standard, machine-readable format for thirty (30) days, after which Git AI will delete Customer Data, subject to routine backups, legal retention requirements, and the Git AI Data Processing Agreement. Sections 4.1 (Git AI IP), 4.3 (Feedback), 4.4 (Outputs), 4.5 (Data) (with the license in Section 4.2 (Customer Data) surviving only for permitted post-termination purposes), 5 (Data Security) (for so long as Git AI retains Customer Data), 7 (Fees; Payment) (for outstanding payment obligations), 8.6 (Effects of Termination; Survival), 9 (Confidentiality), 10.3 (Disclaimer), 10.4 (AI Output), 11 (Indemnification), 12 (Limitation of Liability), 13 (Governing Law; Dispute Resolution), 14 (Changes to these Terms), and 15 (Miscellaneous) survive, along with any other provision that by its nature should survive.

9. CONFIDENTIALITY.

“Confidential Information” means all non-public information disclosed by or on behalf of one party or its Affiliates (“Discloser”) to the other party (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of its disclosure, including business plans, technical data, product plans, financial information, and customer lists. Git AI’s Confidential Information includes the Services, Git AI Technology, and any non-public information regarding Git AI’s products, product plans, security practices, and pricing. Recipient will: (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect it with at least the same care it uses for its own similar information, and no less than reasonable care; (c) use reasonable safeguards to protect it; and (d) disclose it only to its and its Affiliates’ employees, contractors, officers, agents, directors, and professional advisors who need to know and are bound by confidentiality obligations at least as protective as this Agreement (each, a “Representative”). Recipient is responsible for any breach by its Representatives. Recipient will promptly notify Discloser of any unauthorized use, disclosure, or loss of Confidential Information and reasonably cooperate in Discloser’s investigation. Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement; (b) Recipient rightfully knew, without restriction, before disclosure, as shown by its records or other reasonable evidence; (c) Recipient rightfully obtains from a third party without restriction; (d) Recipient independently develops without reference to Discloser’s Confidential Information, as shown by its records or other reasonable evidence; or (e) is approved for release by Discloser in writing. Recipient may disclose Confidential Information if required by law or legal process, provided it gives Discloser prompt notice where legally permitted and, at Discloser’s expense, reasonably cooperates in any effort to limit the disclosure or obtain confidential treatment. Upon termination or expiration of this Agreement, Recipient will return or destroy all Confidential Information within thirty (30) days and, at Discloser’s request, certify the return or destruction in writing. Recipient may retain: (a) archival copies for legal and compliance purposes; (b) automatic electronic backups; and (c) copies subject to legal hold or required by applicable law, in each case subject to this Agreement. The obligations set forth in this Section 9 (Confidentiality) will survive the expiration or termination of this Agreement for three (3) years; except that obligations for trade secrets continue for as long as the information remains a trade secret under applicable law.

10. WARRANTIES; DISCLAIMERS.

10.1 Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and to grant the rights granted in this Agreement.

10.2 Customer Warranties. Customer warrants that: (a) Customer’s use of the Services will comply with all applicable laws and regulations; (b) Customer Data does not infringe or misappropriate any third party’s intellectual property rights; (c) Customer Data has been collected in accordance with all applicable laws, including applicable data protection laws; and (d) Customer Data does not contain Harmful Code.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ANY OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND GIT AI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GIT AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10.4 AI Output. Customer acknowledges that the Services may use artificial intelligence and machine learning technologies, and that Outputs may be inaccurate, incomplete, or unsuitable for Customer’s intended purposes. Customer is solely responsible for evaluating and verifying all Outputs before any use or reliance, including for compliance with applicable laws and regulations. Customer should not rely on Outputs as a substitute for independent professional judgment, and, except for Git AI’s express obligations under this Agreement, Git AI will have no liability for decisions made or actions taken by Customer based on Outputs.

11. INDEMNIFICATION.

11.1 Git AI Indemnification. Git AI will defend, indemnify, and hold harmless Customer, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim alleging that Customer’s authorized use of the Services (excluding Outputs) in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will pay any damages finally awarded or settlement amounts agreed to by Git AI. If the Services become, or in Git AI’s reasonable opinion are likely to become, the subject of an infringement claim, Git AI may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) if neither of the foregoing options is commercially practicable, terminate the affected Order Form and refund to Customer any prepaid Fees for the remainder of the Subscription Term. Git AI’s indemnification obligations under this Section will not apply to the extent any claim arises from: (i) Customer’s use of the Services in a manner not authorized by this Agreement or the Documentation; (ii) Customer’s combination of the Services with third-party products, services, or content not provided by Git AI; or (iv) Customer’s continued use of the Services after Git AI has notified Customer of a potential infringement concern; or (v) the inherent characteristics of artificial intelligence or machine learning technology. This Section states Git AI’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any claim of intellectual property infringement. Git AI’s indemnification obligations under this Section do not apply to free trials, free tiers, or promotional access (Section 7.3).

11.2 Customer Indemnification. Customer will defend, indemnify, and hold harmless Git AI, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim arising out of or relating to: (a) Customer Data; (b) Customer’s breach of Section 3 (Customer Obligations); or (c) Customer’s use of the Services or Outputs in violation of applicable law. Customer will pay any damages finally awarded or settlement amounts agreed to by Customer.

11.3 Indemnification Procedures. The indemnifying party’s obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim; (b) granting sole control of the defense and settlement to the indemnifying party; and (c) providing reasonable cooperation at the indemnifying party’s expense. The indemnified party’s failure to provide prompt notice will relieve the indemnifying party of its obligations under this Section only to the extent that such failure materially prejudices the indemnifying party’s ability to defend the claim. The indemnifying party will not settle any claim in a manner that imposes obligations on, requires any admission of fault by, or fails to fully release the indemnified party without the indemnified party’s prior written consent.

12. LIMITATION OF LIABILITY.

12.1 Consequential Damages Exclusion. EXCEPT FOR: (A) EITHER PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION); (C) CUSTOMER’S BREACH OF SECTION 3.1 (USE RESTRICTIONS) OR SECTION 3.2 (AI-SPECIFIC PROHIBITIONS); OR (D) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT (COLLECTIVELY, THE “EXCLUDED CLAIMS”), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 General Cap. EXCEPT WITH RESPECT TO THE EXCLUDED CLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

12.3 Basis of the Bargain. The limitations of liability set forth in this Section reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties.

12.4 Claims Period. Except for Customer’s payment obligations, to the maximum extent permitted by applicable law, any claim arising out of or relating to this Agreement must be filed within one (1) year after the date on which the claim accrued, and any claim not filed within that period is permanently barred.

13. GOVERNING LAW; DISPUTE RESOLUTION.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through negotiation for thirty (30) days after written notice of the dispute. Any dispute not resolved through that process will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures before a single arbitrator seated in New Castle County, Delaware, except that: (a) either party may bring an individual claim in small claims court; and (b) either party may seek injunctive or other equitable relief in any court of competent jurisdiction for any breach or threatened breach of Section 3.1 (Use Restrictions), Section 3.2 (AI-Specific Prohibitions), Section 4 (Intellectual Property; Data), or Section 9 (Confidentiality), which the parties agree may cause irreparable harm for which monetary damages are inadequate, without posting bond or proving damages. If twenty-five (25) or more demands for arbitration raising similar claims are filed against either party by the same or coordinated counsel, the demands will be administered in staged or batched proceedings in accordance with the JAMS procedures applicable to mass arbitrations, as reasonably determined by the arbitration administrator. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION AND ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. If the class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court rather than in arbitration.

14. CHANGES TO THESE TERMS.

Git AI may modify these Terms from time to time. If Git AI makes material changes that adversely affect Customer, Git AI will provide at least thirty (30) days’ prior notice by email, through the Services, or by posting the updated Terms with a new “Last Updated” date, and the changes will take effect at the start of Customer’s next Renewal Term or, if Customer has no active subscription, thirty (30) days after notice. All other changes take effect when posted. Customer’s continued use of the Services after the effective date constitutes acceptance of the updated Terms; if Customer does not agree to a change, Customer must cancel its subscription and stop using the Services before the change takes effect. Changes do not apply to any dispute between the parties arising before the effective date of the change.

15. MISCELLANEOUS.

15.1 Publicity. Customer grants Git AI the right to use Customer’s name and logo, in accordance with any trademark usage guidelines Customer makes available to Git AI, to identify Customer as a customer of Git AI on Git AI’s website, in customer lists, and in marketing materials, and Git AI will promptly cease such use upon Customer’s written request. Case studies, press releases, and other public announcements identifying Customer require Customer’s prior written consent (email to suffice).

15.2 Force Majeure. Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, epidemics, internet or telecommunications failures, or third-party infrastructure failures. The affected party will give prompt written notice to the other party and will use commercially reasonable efforts to mitigate.

15.3 Assignment. Customer may not assign this Agreement, in whole or in part, without Git AI’s prior written consent, and any attempted assignment in violation of this Section is void. Git AI may assign this Agreement without consent, including to an Affiliate or in connection with a merger, change of control, reorganization, or sale of all or substantially all of its assets. This Agreement binds the parties’ permitted successors and assigns.

15.4 Notices. Git AI may provide notices to Customer by email to the email address associated with Customer’s Account, through the Services, or by posting to Git AI’s website, and such notices are deemed given when sent or posted. Customer is responsible for keeping its Account email address current. Customer will provide notices to Git AI by email to legal@usegitai.com (other than email returning an automated non-delivery notice), and such notices are deemed given upon receipt. Notices of a legal nature to Git AI must also be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (return receipt requested) to Next Element Inc. (dba Git AI), 99 Wall St #3869, New York, NY 10005, Attn: Legal.

15.5 Order of Precedence; Entire Agreement. If there is a conflict between the terms of this Agreement and any other document, the order of precedence is: (a) the applicable Order Form; (b) these Terms; and (c) all other policies, schedules, and guidelines referenced herein, except that the DPA controls over all other documents with respect to the processing of Personal Data, and any business associate agreement between the parties controls with respect to Protected Health Information. If Customer and Git AI have executed a separate written agreement governing Customer’s access to and use of the Services, including a master services agreement, that agreement governs and these Terms do not apply to the Services covered by that agreement. This Agreement, together with all Order Forms and any policies and documents expressly incorporated by reference, is the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any terms in Customer’s purchase order or other ordering document that are in addition to or inconsistent with this Agreement are expressly rejected and will have no force or effect. Any non-disclosure agreement between the parties will continue to govern Confidential Information disclosed before the Effective Date unless the parties expressly agree otherwise in writing; this Agreement governs Confidential Information disclosed on or after the Effective Date.

15.6 General. A party’s failure to enforce any provision of this Agreement is not a waiver of that provision. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in this Agreement confers any rights or remedies on any person other than the parties and their permitted successors and assigns. The parties are independent contractors, and nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship. Customer consents to transact electronically and to receive notices, disclosures, and other communications from Git AI electronically, including by email and through the Services. Acceptance of this Agreement by electronic means, including by clicking to accept, has the same legal effect as an original ink signature under the U.S. ESIGN Act and the Uniform Electronic Transactions Act (UETA).