Terms of Use and Master Services Agreement
Effective Date: April 29, 2024
Introduction
This Services Agreement (“Agreement”) is between Team-GPT Ltd., a Bulgarian limited liability company with headquarters at 66 Patriarh Evtimiy Blvd, Sofia 1142, Bulgaria (“Team-GPT,” “we,” “us,” “our”) and you or the entity you represent (“Customer,” “you,” “your”).
This Agreement governs your access to and use of our AI collaboration service (the “Service”) and all related offerings. By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
This Agreement takes effect on the date you first access or use the Service (“Effective Date”) and remains in effect until terminated by either party as described herein.
1. Service Overview & Eligibility
1.1 Service Description
The Service is an interactive software solution employing artificial intelligence technology, integrating various Large Language Models (LLMs) such as GPT-4o, Gemini, and Claude to empower business collaboration and content management.
1.2 Business Use Only
The Service is designed exclusively for business entities and organizations. By accessing the Service, you affirm that you are a business entity (including sole proprietors) or non-profit organization and you are not accessing or using the Service as a consumer.
1.3 Entirety of Agreement & Precedence
This Agreement, including appendices and referenced documents (e.g., a Data Processing Addendum), represents the complete understanding between Team-GPT and Customer concerning the Service. Distinct written contracts regarding specific services (“Supplemental Agreements”) are incorporated by reference. In case of conflict, Supplemental Agreement terms prevail solely for their specific subject matter.
1.4 Rejection of Conflicting Terms
Terms modification requires Team-GPT’s express, prior written approval in a signed instrument. Silence or inaction does not constitute acceptance.
2. Account Establishment & Management
2.1 Registration Requirements
You must complete registration and maintain a valid account to access the Service. You agree to:
- Provide accurate and complete information during registration
- Keep your account information current and promptly update any changes
- Maintain the security of your account credentials
- Accept responsibility for all activities occurring under your account
2.2 Free Trial, Offer, and Acceptance
Service descriptions on our website are informational invitations. Upon registration, you may receive a fourteen (14) day free trial period (“Trial Period”) governed by these Terms. During or after the Trial Period, you can choose to subscribe to a paid plan by selecting a monthly or yearly term and providing payment details.
By completing the subscription process, you submit a binding offer for a paid subscription. A contract forms only upon our explicit acceptance of your offer, typically shown by processing payment, sending confirmation, or granting continued access under the paid plan. We reserve the right to accept or decline any subscription offer.
2.3 Age Requirements
If you are a sole proprietor under the age of 18 but at least 13 years old, your parent or legal guardian must be your representative. You must not use the Services if you are under 13 years of age.
3. Service Access & Functionality
3.1 License Grant
Team-GPT authorizes you to access and use the Service during your subscription term. This authorization is revocable and restricted to your legitimate business purposes and operations, within the limitations of your selected subscription plan (including user count, features, and usage parameters).
3.2 Service Usage Boundaries
When using our Service, you agree to operate within these essential boundaries:
Commercial Limitations: The Service is for your organization’s use only. You may not commercialize, redistribute, or share access to the Service through sublicensing, selling, leasing, time-sharing, or similar arrangements.
Access Management: Only your authorized personnel with valid credentials may access the Service. Sharing access with unauthorized individuals or entities is prohibited.
Competitive Activities: Using the Service to develop competing products, conduct competitive analysis, or benchmark testing is not permitted without our explicit written permission.
Technical Restrictions: You must respect the Service’s technical integrity by:
- Using only features included in your subscription
- Maintaining the Service in its original form without modification, translation, or derivative works
- Avoiding reverse engineering, decompilation, or disassembly attempts
- Respecting security mechanisms and access controls
- Preserving all copyright notices, attributions, and proprietary markings
These boundaries protect our intellectual property and ensure service quality for all customers.
3.3 Core Functionality
The Service acts as an interface to selected LLMs, transmitting your inputs (“Prompts”) to the chosen LLM and returning the LLM-generated response (“Output”). The Service includes document management and collaboration features as described in the Documentation.
3.4 LLM Access via Customer API Keys
We may permit Customers to use their own API keys for specific LLMs, potentially subject to separate terms.
3.5 Integration with Third-Party Tools
The Service may allow integration with external systems like Notion or Google Drive (“Third-Party Tools”), provided by independent “Third-Party Providers” under their own terms. We disclaim all responsibility for Third-Party Tools’ functionality, availability, security, and compliance.
3.6 Web-Enhanced Search Feature
You may use the Service for queries incorporating web search results (“Web Search” mode).
3.7 Cloud Infrastructure & Data Residency
Team-GPT delivers the Service through a modern cloud architecture that we fully maintain and manage. This Software-as-a-Service (SaaS) approach means:
• You access the Service through standard web protocols
• We handle all infrastructure management and maintenance
• Your data resides on secure servers within the European Union (unless alternative arrangements are explicitly agreed)
• The connection boundary is established at our data center entry point
• You are responsible for maintaining adequate internet connectivity to this boundary point.
3.8 Foundation Model Architecture
The Service leverages advanced Large Language Models (LLMs) that form the foundation of our AI capabilities. Important considerations regarding these foundation models:
• Each LLM is developed and operated by specialized third-party providers
• These providers maintain full control over their models’ functionality and availability
• Technical decisions by LLM providers may occur without our prior knowledge
• Changes to LLM services may occasionally impact certain Service features
• Team-GPT cannot guarantee specific LLM performance characteristics or availability
While we select quality LLM partners, the nature of this technology ecosystem means changes can occur outside our direct control.
3.9 Service Evolution
We continuously refine our Service to maintain alignment with evolving industry standards and best practices. This ongoing maintenance is included in your subscription.
Substantial feature additions, custom development, or specialized modifications beyond standard updates may require separate agreements with associated terms and compensation structures.
4. Service Availability & Support
4.1 Availability Commitment
We will use commercially reasonable efforts to make the Service available with 99.5% uptime, excluding:
- Planned maintenance with advance notice
- Unscheduled emergency maintenance
- Factors beyond our reasonable control
4.2 Support Services
Your subscription includes standard support during our Eastern European business hours. We will use commercially reasonable endeavors to provide support appropriate to the nature of issues requiring assistance.
4.3 Customer Support Obligations
You shall provide all support reasonably required by us to perform our obligations, including detailed descriptions of issues and updates on Service performance.
4.4 Disclaimer Regarding LLM Performance
Our availability commitment and support obligations do not cover underlying third-party LLM availability, performance, or functionality. We disclaim all liability regarding LLM operational status.
4.5 Modifications & Updates
We may modify the Service at any time, including adding or removing functionality. We will provide notice of material adverse changes to functionality you are using. You must implement any required updates within the timeframe specified in our notice.
5. Usage Restrictions & Customer Conduct
5.1 Service Usage Guidelines
The Service is intended for legitimate business use only. You agree to use it directly for your organization’s purposes within your subscription parameters, while respecting system boundaries, maintaining service integrity, and complying with applicable laws. Personal use is not allowed.
5.2 Content Standards
You must only transmit content you have rights to use and that respects third-party rights. Content must not be unlawful, harmful, fraudulent, threatening, abusive, defamatory, obscene, privacy-invasive, or discriminatory. This standard applies to all content, including that accessed through third-party integrations.
5.3 Technical Boundaries
You agree to prohibit automated data extraction, unauthorized bots or scripts, and use of the Service with high-risk AI systems. Your Authorized Users must also comply with these restrictions.
5.4 Fair Use Considerations
We may implement reasonable usage limits (e.g., Prompts per user/period) for performance and availability as per our Fair Usage Policy (FUP).
5.5 LLM Provider Requirements
When accessing specific LLMs, you must comply with the respective provider’s terms. You are responsible for reviewing these terms, and failure to comply may result in access suspension.
6. Customer Content & Data
6.1 Your Content Authorization
When you provide content through our Service, you authorize Team-GPT to handle this content as needed to deliver the Service functionality. This authorization allows us to process, store, and transmit your content to the appropriate LLM Providers. This permission extends only for the duration of our Agreement and is limited to actions necessary for Service operation.
6.2 Content Ownership and Compliance
All content you submit remains your property. By submitting content, you confirm you have proper rights to that content and that it doesn’t violate any third-party rights. You accept full responsibility for ensuring your content’s accuracy, legality, and appropriateness for business purposes.
6.3 Data Security
Both parties will maintain commercially reasonable administrative, technical, and physical safeguards to protect data from unauthorized access, accidental loss, and unauthorized modification.
6.4 Security Obligations
You shall implement reasonable administrative, physical, and technical safeguards against unauthorized Service access, use, or disclosure.
6.5 Data Breach Notification
You must notify us immediately if you become aware of unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.
6.6 Data Processing
The parties agree to execute our standard Data Processing Addendum, which becomes integral to this Agreement.
6.7 Data Backup Responsibility
You are solely responsible for backing up your content. We have no liability for loss, corruption, or deletion of your content.
7. Financial Terms
7.1 Fee Obligations
You shall pay the fees specified in your selected subscription plan, typically based on term, users, and usage.
7.2 Payment Schedule
Unless specified otherwise, recurring fees are due in advance at the start of each billing cycle (monthly/annually). Invoices are due within fourteen (14) days. If using your own API keys, you pay LLM Providers directly.
7.3 Currency and Tax Responsibility
Fees are in USD and exclusive of all taxes, levies, duties (“Taxes”). You are responsible for paying all Taxes. If we incur LLM costs in non-USD currency, we may convert to USD using a reasonable exchange rate and invoice the USD amount.
7.4 Invoicing Method
Invoices are delivered electronically (email/portal) unless otherwise agreed.
7.5 Adjustments to Fees
Team-GPT reserves the right to adjust subscription fees. For existing customers, we will communicate any price changes via email notification before they take effect. Fee changes typically apply at renewal, though in exceptional circumstances, we may implement mid-term adjustments with 30 days’ advance notice. Such adjustments may be necessary due to significant changes in our operational costs, including but not limited to LLM provider charges, infrastructure expenses, currency fluctuations, or regulatory requirements. All fee increases will be implemented reasonably and proportionally to the underlying cost factors.
7.6 No Right to Withhold Fees
You cannot unilaterally reduce or withhold fees for alleged defects or breaches. Warranty claims follow remedies herein or as determined by law; they do not grant offset rights against current dues.
8. Intellectual Property
8.1 Ownership
As between the parties, we own all intellectual property rights in the Service, its technology, trademarks, documentation, and website. Nothing in this Agreement transfers ownership of intellectual property to either party.
8.2 Feedback License
If you provide suggestions or feedback about the Service, you grant us a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to use that feedback for any purpose, including improving and marketing our services.
8.3 Marks Usage
During the term, each party may use the other’s trademarks solely to identify the relationship. When using our marks, you must comply with any usage guidelines we provide.
9. Warranties & Disclaimers
9. Warranties & Limitations
9.1 Basic Assurances
Each party represents they have the legal authority to enter this Agreement. You confirm you’re a legitimate business entity with proper rights to all content you provide. We warrant the Service will function substantially as described in our documentation during your subscription term.
9.2 Remedies & Exclusions
For verified performance issues, our sole obligation is to either correct the non-conformity or provide a reasonable workaround. This warranty doesn’t cover problems arising from improper use, unauthorized modifications, incompatible systems, or external factors beyond our control. If we cannot resolve a material issue after reasonable efforts, your exclusive remedy is to terminate the affected service component.
9.3 LLM Output Disclaimer
YOU ACKNOWLEDGE THAT TEAM-GPT HAS NO CONTROL OVER LLM OUTPUTS. WE MAKE NO GUARANTEES REGARDING THEIR ACCURACY, COMPLETENESS, OR APPROPRIATENESS. ALL OUTPUTS ARE PROVIDED “AS IS” AND SHOULD BE INDEPENDENTLY VERIFIED BEFORE PROFESSIONAL USE. LLMS MAY PRODUCE CONTENT WITH INACCURACIES, ERRORS, OR OUTDATED INFORMATION.
9.4 General Disclaimer
EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION. We are not responsible for your internet connectivity, telecommunications services, or system compatibility issues.
10. Indemnification
10.1 Customer Indemnification
You agree to indemnify, defend, and hold harmless Team-GPT, its affiliates, officers, directors, employees, and agents from third-party claims, liabilities, damages, losses, costs (including reasonable attorneys’ fees) arising from:
- Your content (use, processing, transmission)
- Your Service use violating this Agreement, applicable law, or third-party rights
This excludes claims arising directly from our willful misconduct or gross negligence.
11. Suspension & Content Moderation
11.1 Basis for Suspension
We may, reasonably, suspend access (temporarily or permanently, whole or in part) if:
- We reasonably suspect material breach or violation of law by you
- Your use creates security risk
- There is another legitimate reason (preventing harm/liability)
We will attempt prior notice where feasible. Repeated violations may lead to permanent suspension.
11.2 Suspension Notification
We will deactivate credentials and notify you via email or the Service interface.
11.3 Access Restoration and Permanent Suspension
Temporary suspension will be lifted once the issue is resolved, with notification upon reactivation. Permanent suspension terminates access rights and bars you from future use or re-registration. This can be grounds for termination for cause.
12. Information Security & Confidentiality
Both parties may exchange non-public information during our relationship. This includes technical specifications, business strategies, financial data, customer details, and other sensitive material marked confidential or reasonably understood to be private.
Each party receiving confidential information will:
- Maintain strict confidentiality using appropriate safeguards
- Limit internal sharing to those with legitimate need-to-know
- Use the information solely for purposes related to this Agreement
- Return or securely destroy materials when requested or upon termination
These protections don’t apply to information that (1) was already known without restriction, (2) becomes publicly available through no fault of the recipient, (3) is properly received from an authorized third party, or (4) is independently developed without reference to confidential materials.
These confidentiality obligations continue for 2 years after our relationship ends, except for trade secrets which remain protected indefinitely as provided by law.
13. Term & Termination
13.1 Term of Subscription
Access rights exist only for the active Subscription Term.
13.2 Subscription Term and Automatic Renewal
Unless a different initial term is specified, the initial subscription term shall be one month. Upon expiration, the subscription automatically renews for successive periods of the same duration (monthly or annually) at then-current rates. You may prevent renewal by cancelling before the next scheduled renewal date.
13.3 Termination for Cause
Either party may terminate immediately via written notice if the other:
- Materially breaches any provision and fails to cure within 30 days after notice
- Becomes subject to bankruptcy or insolvency proceedings not dismissed within 60 days
We may terminate immediately if you fail to pay undisputed fees within 14 days after the due date.
13.4 Notice Formalities
Non-renewal or termination notices must be in writing (email/certified mail) to designated addresses.
13.5 Effects of Termination
Upon termination:
- All rights and licenses cease
- You must stop Service use immediately
- Access to the Service and your content will be lost
- We may delete your content per our policy (unless legally required to retain)
You are solely responsible for exporting your content before termination.
13.6 Prohibition of Post-Termination Use
Post-termination use is forbidden and constitutes a material breach and IP infringement.
14. Changes to Services and Agreement
Team-GPT may periodically update this Agreement or modify the Service to reflect technological advancements, regulatory requirements, or business needs.
We’ll notify you of significant changes via email to your registered account address. These notifications will explain the nature of the changes, their effective date, and any actions you may need to take. For routine improvements that enhance functionality without disruption, updates may be implemented automatically.
Your continued use of the Service after the effective date constitutes acceptance of the modifications. If you disagree with substantial changes, please contact us within 30 days of notification to discuss options, which may include maintaining current terms until your subscription renewal or arranging service termination.
Certain fundamental changes to core service elements or contractual obligations may require your explicit consent rather than implied acceptance through continued use.
15. Free-Trial Usage
15.1 Conditions for Free-Trial Use
If agreed, we grant temporary, non-exclusive, non-transferable access for internal evaluation only during the Free-Trial Period.
15.2 Free-Trial Period Expiration
Rights terminate automatically at Free-Trial Period end unless otherwise stated. Continued access requires a standard paid subscription before expiration.
15.3 Termination During Free-Trial
Termination for convenience is prohibited during the Free-Trial Period. Termination for cause remains possible.
16. Dispute Resolution
16.1 Governing Law
This Agreement is governed by the laws of the Republic of Bulgaria.
17. Legal Framework
This Agreement cannot be transferred without our consent. If any part becomes unenforceable, the rest remains valid. Performance may be suspended during extraordinary circumstances beyond control, except for payment obligations. This Agreement supersedes all previous understandings, and you agree to receive electronic communications from us.
18. Definitions
Affiliate: An entity that directly or indirectly controls, is controlled by, or shares common control with a party.
Authorized Users: Personnel authorized by Customer with appropriate licenses to access the Service.
Content: Text, images, and other materials you upload or use in connection with the Service.
Control: Direct or indirect ownership of more than 50% of voting power or equity.
Customer Content: Prompts, images, documents, logos, text, etc. that you provide via the Service.
Documentation: Instructions, requirements, and guidelines available on the Team-GPT website.
Feedback: Ideas, suggestions, comments, or input you provide regarding the Service.
Fees: Charges applicable to your subscription as specified in your plan.
Force Majeure Event: Event beyond reasonable control including natural disasters, war, labor disputes, power failures, or government actions.
IP Rights: Copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.
Law: All applicable laws, rules, regulations and other binding requirements of any governmental authority.
LLM: Large Language Model such as GPT-4o, Gemini, or Claude.
LLM Provider: Independent entity that operates and provides access to an LLM.
Mark: Trademark, service mark, design mark, logo or stylized script.
Output: LLM-generated response to your Prompts.
Personal Data: Information relating to an identifiable natural person.
Service: The Team-GPT software solution for AI-powered collaboration.
Prompts: Your inputs transmitted to the chosen LLM.
Services: All services Team-GPT provides under this Agreement.
Taxes: Any applicable taxes imposed by governmental authorities.
Third-Party Provider: Independent entity that provides Third-Party Tools.
Third-Party Tools: External systems like Notion or Google Drive that may integrate with the Service.
By accessing or using the Team-GPT Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.Team-GPT Ltd.