The following terms of service ("Terms of Services" or "Agreement") govern your ("You" or "Client") use of the General Counsel Audit Website and Application (the "Services"). By Your use of the Services, You agree to these Terms of Service
and to GCAI's Privacy Policy. The Services are offered solely by General Counsel Audit, Inc., a Delaware corporation ("GCAI"). You and GCAI are each a Party hereunder, and together are the Parties.
Fees Nonrefundable
Client must pay for the Services in advance and Client agrees that GCAI shall have no obligation to refund Client for any pre-paid Services, such as GCA Credits purchased under a GCA Plan.
Startup advisors and investors who pay GCA to send invitations to startup founders or officers ("Third Party Users") to use GCA on a complementary basis understand and acknowledge that recipient startup founders or officers are under no
obligation to share their resulting GCA Audit Reports with them and may decide not to do so for confidentiality or privacy reasons.
Special Confidentiality and Anonymity Protections
GCA is designed so that it can be used with nearly complete anonymity and confidentiality. Except for information shared with Stripe during the payment process, to which GCAI has no access, users can create a GCA account with an anonymous
username and an anonymous email address.
Other protections include:
- GCA requests no other contact information or personally identifiable information.
- In submitting a GCA Survey, Users are advised that they can use an anonymous name for the startup for which a GCA Audit Report is being requested.
- GCA Surveys must be completed in one session; incomplete GCA Surveys cannot be saved.
- GCA Surveys are deleted irrevocably from GCA's systems immediately after submission by a User.
- GCA Audit Reports must be printed, downloaded, and/or saved by a User or they will be immediately and irrevocably deleted from GCA's systems if the User logs out of GCA, puts their computer into sleep mode, or loses internet connectivity
for any reason.
- No refunds or credits will be provided to Users who fail to promptly print, download, or save a GCA Audit Report as instructed.
- GCA Audit Reports can only be saved within a User's GCA account for 90 days, after which they are automatically and irrevocably deleted from GCA's systems.
- Although Third Party Users can invite a User to submit a GCA Survey and receive a GCA Audit Report, the User always retains control over whether, how and when to share any GCA Audit Report with a Third Party User.
- If a User agrees to share a GCA Audit Report with a Third Party User, the shared GCA Audit Report will be shared with the Third Party User in encrypted format within the Third Party User's GCA account. Although the Third Party User
will be able to print or download the GCA Audit Report, it will be automatically deleted from GCA's systems 20 days from the date it was shared.
Services Provided by GCAI
GCAI shall provide the Services through GCAI's proprietary General Counsel Audit software as a service ("GCA"), which allows users ("Users") to complete and submit GCA survey ("GCA Survey") about a named or anonymous startup in order to
receive an audit report from GCA ("GCA Audit Report") intended to inform and educate the startup's founders, officers, advisors and others about the startup's legal, governance, intellectual property, regulatory and fundraising strengths,
gaps, and areas for improvement.
The Services are currently designed only for corporations (not LLCs) formed in the United States and have limited utility for companies formed as other entity types or in other jurisdictions.
Not Legal, Financial, Regulatory or Tax Advice
Client agrees that GCA Audit Reports are provided for educational purposes only and do not constitute legal, financial, regulatory, or tax advice. Client further agrees that there is no attorney-client relationship between Client and GCAI.
GCA Audit Reports should be discussed with competent counsel with experience working with startups and entrepreneurs.
GCA is designed with these protections in order to minimize the risk that information provided to GCA or created by GCA about a startup or its founders or officers will be later used in any litigation, investigation, or other action. Although
GCA Audit Reports can be saved within GCA for up to 90 days, doing so does increase the risks that such saved reports could be discoverable in any litigation or other legal process, and Client acknowledges and accepts all such risks,
as well as any risks of sharing a GCA Audit Report with any Third Party Users or other third parties.
Intellectual Property Rights
As used in this Agreement, "Intellectual Property" means all right, title and interest in and to intellectual property, including inventions, patents, copyrights, trade secrets, trademarks, trade names, know-how, software, technology applications,
moral rights, licenses, developments, research data, designs, processes, formulas and other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections
against unauthorized third party usage), and any and all applications for, and extensions, divisions and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law.
The GCA Website, GCA Survey, and all GCA Audit Reports are and will remain copyrighted works owned by GCAI. GCAI grants Client a limited license to use and share any GCA Audit Report with Client's attorneys, advisors, and current and prospective
investors, but Client may not otherwise broadly distribute, publish or broadcast any GCA Audit Report or the GCA Survey.
GCAI owns all Intellectual Property related to GCA and there shall be no transfer of intellectual property rights between the Parties as a result of this Agreement, except as to such temporary rights and licenses as are specifically granted
herein or which are granted by implication herein during the Term of this Agreement solely as necessary to provide and use the Services.
You agree not to, and will not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the source code, underlying algorithms, business logic, architecture, or design of the Services,
or any part thereof.
Additionally, You shall not copy, modify, adapt, translate, or create derivative works based on the Services, or use the Services in a manner intended to compete with or replicate their functionality. These restrictions are essential to
protect the proprietary nature of the Services and the intellectual property rights of GCAI. Any unauthorized attempt to analyze or duplicate the Services may result in termination of Your access and further legal action for any damages
caused by such violations.
Term
This Agreement shall govern Your use of the GCA Website and Services for so long as You use them, and certain provisions of the Agreement shall continue in effect even after You stop using the Services, including the provisions under the
following sections of the Agreement: Intellectual Property Rights, Confidentiality, Representations and Warranties, Indemnification, Limitation of Liability, Governing Law; Exclusive Jurisdiction, and Severability.
Confidentiality
Confidential Information. "Confidential Information" means information disclosed by a Party to the other Party in connection with this Agreement, which is either marked confidential or disclosed in circumstances in which a reasonable person
would consider the information to be confidential. Each Party acknowledges that disclosure of the other Party's Confidential Information would cause irreparable harm to the other Party.
Protection of Confidential Information. A Party receiving Confidential Information from the other shall use the degree of care generally applicable to the type of Confidential Information involved and customary within the industry and
the same degree of care as it uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care, to prevent (a) use of such Confidential Information for any purpose other than to carry
out the terms of this Agreement, and (b) disclosure of such Confidential Information to any person other than those who need to know such Confidential Information to carry out the terms of this Agreement and who are bound by written
confidentiality agreements, except in accordance to this Agreement.
Passwords. Client hereby takes sole responsibility to ensure that password access to the Services is kept confidential. Client hereby takes sole responsibility for the secure administration and management of all Client-assigned users and
of any and all devices, including mobile devices, used to access the Services.
Representations and Warranties
Client represents and warrants to GCAI as follows:
Client will not knowingly or recklessly submit false or misleading information to GCA or otherwise knowingly or recklessly cause GCA to produce a false or misleading or misleading GCA Audit Report to be shared with potential investors,
or otherwise knowingly or recklessly use a false or misleading GCA Audit Report for the purposes of obtaining investments from any third party in violation of state or federal securities laws prohibiting false or misleading statements
or omissions in connection with the purchase or sale of any security.
Client agrees that GCAI retains all ownership rights in Intellectual Property provided or made available by GCAI relating to GCA, the Services, and the Applications. Client agrees that it shall not copy, reproduce, distribute, modify,
reverse engineer, decompile, attempt to determine source code or algorithms of the Services or the Applications, or sell, rent, lease, license, sublicense, resell, transfer, or assign source code, algorithms or other protected data
or applications belonging to GCAI. Client shall not use the Applications as a service bureau or for the benefit of any third party other than end users of the Applications, whether on a paid or unpaid basis.
Indemnification
Client will indemnify, defend, and hold harmless GCAI and its directors, officers, employees, and agents from and against all demands, claims, actions, losses, judgments, costs, and expenses (including reasonable attorney fees) to the
extent of Client's proportionate fault arising out of the following:
Any breach by Client of any obligation or representation assumed or made by Client herein, and any failure of Client, or claim thereof, to comply with applicable law.
DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, VENDOR MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, AS TO ANY MATTER WHATSOEVER. VENDOR
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. VENDOR DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE. CLIENT MAY NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF VENDOR
TO ANY THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS-IS."
LIMITATION OF LIABILITY. GCAI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR COVER DAMAGES INCURRED BY CLIENT OR BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED ON RELIANCE UPON INFORMATION
CONTAINED IN A GCA AUDIT REPORT, OR LOSS OF PROFITS, REVENUE, DATA, SERVICE, OR USE, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO CASE EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT SHALL EITHER
PARTY'S AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CLIENT HEREUNDER FOR THE SERVICES. THE FOREGOING SHALL NOT LIMIT CLIENT'S LIABILITY TO GCAI FOR INFRINGEMENT OF GCAI'S INTELLECTUAL
PROPERTY RIGHTS OR THE PARTIES' OBLIGATIONS REGARDING INDEMNIFICATION OR PROTECTION OF CONFIDENTIAL INFORMATION.
Governing Law; Exclusive Jurisdiction
This Agreement, including all exhibits hereto, and the terms, conditions, and covenants hereof and the rights, privileges and obligations of the Parties hereto, shall be construed and interpreted in accordance with the laws of the State
of Washington without giving effect to principles regarding conflicts of laws applicable in that or any other jurisdiction. All disputes hereunder shall be resolved exclusively in the state or federal courts of King County, Washington.
The Parties irrevocably consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. The provisions of this paragraph shall survive
expiration or other termination of this Agreement, regardless of the cause of such termination.
Severability
If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.
