These terms and conditions, together with your order form (the “Order From”) constitute the entire “Agreement” between the parties. This Agreement shall govern Client’s purchase of the Services as defined in the Order Form from Gelèe AI, Inc. (“Gelee”). To the extent any terms of this Agreement conflict with the terms of an applicable Order Form, the terms of the applicable Order Form shall control. Wherever used in this Agreement, “you” or “Client” means the person or legal entity accessing or using the Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a Gelee (such as your employer) or other legal entity, “Client” means the Gelee or other legal entity that you are using the Services on behalf of. By purchasing, accessing or using the Services offered by Gelee, as set out in the Order Form, you are confirming that you have read, understand and accept Agreement. 

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

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

1 SERVICES

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

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

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

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

2 PERMITTED USE AND CLIENT OBLIGATIONS

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

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

2.2 Client Obligations. All information and data submitted by Client to the Platform while using the Services is defined as “Client Data”. Client is solely responsible for the accuracy, quality, integrity, legality, and reliability of all data it discloses to Gelee hereunder, including any Client Data, personal information and Confidential Information (as defined below). Client represents and warrants that the Client Data and any content created through the Services does not contain any libelous or slanderous materials and is not otherwise objectionable. Client releases Gelee from any responsibility or liability in the event of non-compliance of Client with any applicable law, statute, rules, guideline or public policy, in connection to the collection, use and disclosure of Client Data, Confidential Information or other information in connection with the Services. 

2.3 Third-Party Services. The Platform may integrate with third-party services and applications. Gelee has no responsibility for third-party services' content, functionality, or availability and does not endorse such services. Client's use of any third-party service is at Client's own risk and subject to that service's terms. If Client grants a third-party service access to Client's account or data, Client is solely responsible for such access and any actions taken by the third-party service.

3 FEES AND PAYMENT

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

3.2 Payment Terms. The Client will be billed monthly, or as otherwise designated in the Order Form, through Stripe or a similar third-party payment processing service. Payment shall be due in accordance with the selected payment method in the Order Form. Any unpaid amount shall bear interest from the due date to the date of payment at the rate of 1.5% per month, or, if lower, the highest rate permitted under applicable law, such interest to accrue from day to day and to be compounded on a monthly basis. Default of payment may lead to suspension or termination of the Services. Payment shall be made without any right of set-off, recoupment, counterclaim, deduction, debit, or withholding for any reason. Except as provided herein, all payments made pursuant to this Agreement are non-refundable.

3.3 Taxes. Fees are exclusive of all taxes imposed by applicable law in connection with the Fees, including, sales tax, goods and services tax, use, withholding or excise tax and all other like or similar taxes applicable to the provision of Services, except where such taxes are separately charged by Gelee. Client or Subscriber Adviser as applicable shall be responsible for the payment of all such applicable taxes. 

4 INTELLECTUAL PROPERTY

4.1 Ownership of Platform. As between the parties, all rights, titles, and interests in and to the Platform (inclusive of all enhancements, changes, and modifications thereto), including all intellectual property and proprietary rights therein, are and shall remain solely and exclusively owned by Gelee. Nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer, or convey to or vest in Client any title, rights, or interest in or to the Platform, other than the limited rights specifically and expressly granted herein. Gelee reserves all rights not expressly granted to Client.

4.2 Client Data. Client retains ownership of its Client Data. Client hereby grants to Gelee and its relevant service providers a worldwide, limited, nonexclusive, license to access, store, reproduce, handle, perform, transmit, test, modify, process, combine with other data, distribute, display and otherwise use the Client Data during the Term of this Agreement (i) to provide, maintain, operate, and update the Services and to provide support for the Services; (ii) to prevent or address service, security, support or technical issues; and (iii) as required by Applicable Law. 

Subject to 4.1, all right, title, and interest (including all intellectual property rights) in and to the Outputs shall vest solely in Client upon creation. To the extent any such rights do not automatically vest in Client, Gelee hereby irrevocably assigns all such rights to Client.

4.3 De-Identified Data. Notwithstanding anything in this Agreement to the contrary, Client agrees that Gelee may use Client Data to create De-Identified Data. “De-Identified Data” means data and information that is collected or created by Client while providing the Services that does not identify any individual, Client. De-Identified Data may include data or information collected by Gelee when Client accesses or use the Services, including technical data, performance data, statistical data, and connection data. As between Client and Gelee, Gelee owns all right, title, and interest, including all intellectual property Rights, in and to the De-Identified Data and may use such data for any lawful purpose. This includes using De-Identified Data to conduct research, improve the Services, create or build new products, build and train proprietary algorithms or models, engage in data analytics, and otherwise exploit the data for Gelee’s commercial purposes.

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

5 CONFIDENTIALITY

5.1 “Confidential Information” means any and all data or information including the terms of this Agreement, the Client Data, specifications, documents, correspondence, research, software, web logs, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information, credentials and all information concerning the operations, affairs and businesses of a Party, the financial affairs of a Party and the relations of a Party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans) which is disclosed or made available (in any format) by such party (the “Disclosing Party”) in connection with the Agreement to the other party (the “Receiving Party”). The terms of the Agreement are deemed Confidential Information (including all Fees). 

5.2 Confidentiality Obligations. The Receiving Party shall hold in strict confidence any Confidential Information under the same degree of care as it normally protects its own confidential information, but in no case less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same; (iii) the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure. 

5.3 Publicity. Gelee may use Client logo and Gelee name on Gelee website, during sales pitches and during fundraising events for the purpose of identifying Client as customer of Gelee. All such use shall be consistent with any branding or other guidelines provided and permission to use said logo and/or Gelee name may be revoked at any time at Client’s sole discretion.

6 REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement, grant the licenses set forth herein and to discharge its obligations hereunder; and (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not violate any agreement to which it is a party or by which it is or will be otherwise bound. 

6.2 Exclusions. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. CLIENT ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE PLATFORM OR THE SERVICES PROVIDED HEREIN, AND THAT CLIENT HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. GELEE MAKES NO WARRANTIES AS TO THE QUALITY OR TIMELINESS OF ANY RESPONSE TO A QUERY OR INTERACTION VIA THE SERVICES. CLIENT SPECIFICALLY ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR ENSURING ITS OWN COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, AND THIRD-PARTY TERMS OF USE (INCLUDING SOCIAL MEDIA PLATFORM POLICIES). ANY INFORMATION OR OUTPUT DATA PROVIDED THROUGH THE PLATFORM AND SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY TRIAL PERIOD PROVIDED TO CLIENT IS ALSO PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES OF ANY KIND.

7 INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification by Client. Client will indemnify and hold harmless Gelee and its affiliates, directors, officers, employees, and agents from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses, including reasonable attorneys’ fees brought or asserted by any third party arising out of or relating to: (a) the Client Data, including any allegation that Gelee’s processing or use of Client Data infringes on any third-party intellectual property, proprietary, or privacy right; (b) Client’s violation of applicable laws, rules, or regulations; or (c) Client’s gross negligence or willful misconduct.

7.2 Indemnification by Gelee. Gelee agrees to indemnify, defend, and hold Client harmless from and against any claim that the Services, or the provision, receipt, or use thereof as authorized by this Agreement infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, or that Gelee has failed to obtain or maintain any permissions, consents, authorizations, rights, or licenses necessary for Gelee to provide or Client to receive or the Services as authorized herein (an “IP Claim”). 

7.3 Exclusions. Gelee’s indemnification obligation shall not apply to any IP Claim to the extent resulting from: (i) Client’s use of the Services in material breach of the applicable use rights or restrictions under this Agreement; (ii) unauthorized modifications to the Services made by Client; (iii) Client’s use of the Services in combination with third-party products or services that are neither supplied nor approved by Gelee nor reasonably intended or required in order to access or use the Services, where the IP Claim is predominantly directed to infringing aspects of such third-party products or services and would not have arisen but for such combination; (iv) Client’s instructions; or (v) the incorporation into any post or other content generated by the Services of information, data, or materials supplied by Client.

7.4 Indemnification Procedure. A Party invoking the indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) in writing upon knowledge of any claim for which it may be entitled to indemnification under this Agreement. The Indemnified Party must permit the Indemnifying Party to have the sole right to control the defense and settlement of any such lawsuit (provided that the Indemnified Party may opt to participate in the defense at its own expense). The Indemnified Party must provide assistance to the Indemnifying Party in the defense of such a lawsuit, at the Indemnifying Party's cost and expense. The Indemnifying Party must not enter into any settlement agreement or otherwise settle any such claim or lawsuit that does not contain a full and final release of all claims against the Indemnified Party without its express prior consent or request. Where Client invokes its rights as a result of a third party claim or allegation that the Services infringes any intellectual property right of any third party, Gelee may, at its own expense and at its sole discretion, (a) replace or modify the Services so as to be non-infringing, (b) obtain for Client a license to continue using the Services, or (c) terminate the Agreement. 

7.5 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. OTHER THAN EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 7, CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5, AND OTHER THAN EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO CASE SHALL EITHER PARTY’S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN THE AGGREGATE THE FEES PAID BY CLIENT HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. IT IS AGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CLIENT OF THE OBLIGATION TO PAY FEES AND THE OTHER AMOUNTS PAID TO GELEE, PLUS ANY APPLICABLE TAXES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 7.5, GELEE SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO ANY TRIAL PERIOD PROVIDED, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE GELEE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY TRIAL PERIOD IS US$100.

8 TERM AND TERMINATION

8.1 Term. The Services shall commence on the Effective Date and shall continue until completion and delivery of the Services described in the applicable Order Form, unless earlier terminated in accordance with this Section 8.

8.2 Termination. Either party may, in addition to other relief, suspend or terminate this Agreement if (A) the other party commits a material breach of this Agreement, and either fails within 10 days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion; or (B) becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed, or a petition in bankruptcy is filed with respect to the Party. 

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

8.4 Survival. The provisions of Sections 2-5 and 7-9 (as well as the definitions of terms related thereto) shall survive the termination or expiration of this Agreement, as well as any other provisions which by their meaning are intended to survive such expiration or termination. 

9 GENERAL PROVISIONS

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to all the matters herein and supersedes all prior agreements, proposals, understandings, letters of intent, negotiations and discussions between the Parties, whether oral or written. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then such provisions shall be read down so as to not be invalid or enforceable. The remaining provisions of this Agreement shall remain unaffected. 

9.2 Notice. For Gelee, notices will be sent to anjali@gelee.ai. For Client notices will be sent to the email address of their undersigned representative in the Order Form. For notices sent by email, the date of receipt will be deemed the date on which such notice is transmitted.

9.3 Jurisdiction. This Agreement shall be exclusively governed by the laws of the Province of Ontario (and all federal laws applicable therein). The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the State of Ontario in respect of all matters and disputes arising hereunder.

9.4 Assignment and Delegation. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the Parties, their respective successors and permitted assigns. Client may not assign all or any part of this Agreement without the prior written consent of Gelee, which consent will not be unreasonably withheld, except to an affiliate. 

9.5 Independent Contractor. It is expressly understood and agreed that each party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venture or partner of the other party. Nothing in this Agreement shall prevent Gelee from providing any services to any other person. 

9.6 Waiver and Remedies. No delay or omission by a party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or default. All waivers must be in writing and signed by the party waiving its rights. Certain breaches of this Agreement result in irreparable harm and that monetary damages would be an inadequate remedy for such breach, namely with respect to Confidential Information and Gelee's intellectual property rights to the Platform and Services.

9.7 Force Majeure. Neither party shall be liable for delays in or for failures to perform hereunder due to causes beyond reasonable control, including acts of God, service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power, surges or outages, epidemics, flood, earthquakes, riot, or war (each, a “Force Majeure Event”). Each party shall use commercially reasonable efforts to provide the other party with notice of any such events. If Gelee is unable to perform for a period of more than 30 days due to any such delay, Client may terminate this Agreement without liability to Gelee (other than fees and charges payable through the effective date of the Force Majeure Event). 

9.8 Counterparts. This Agreement may be executed in one or more counterparts, including by email, each of which when executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. 

9.9. Amendments. Gelee may amend this Agreement, including any terms or documents incorporated by reference, by posting revised terms on its website. Any such amendments shall be effective upon posting, unless a later effective date is specified therein. Client’s continued use of the Services following the effective date of any amendment shall constitute acceptance of the amended terms. Except as set forth in this Section 9.9, this Agreement may not be amended or modified except by a written instrument executed by duly authorized representatives of both parties, or as otherwise agreed through electronic means provided by Gelee.