GatewayAIGatewayAI Master Terms of Service
Version 1.5 — Effective July 27, 2026
These Master Terms of Service ("Terms") govern all services provided by GatewayAI, LLC, a Utah limited liability company (Entity No. 14715107-0160) ("GatewayAI," "we," "us"), to the individual or entity that accepts them ("Client," "you").
You accept these Terms by checking the acceptance box at checkout, by paying an invoice that references them, or by using the Services. If you accept on behalf of an entity, you represent that you have authority to bind that entity.
1. Definitions
Application — the website, assistant, administrative panel, and related software GatewayAI builds for Client under an Order Form.
Build Services — the design, development, configuration, and deployment work performed before Go-Live.
Client Content — all text, images, pricing, policies, staff information, documents, and other material Client supplies or authorizes for use in the Knowledge Base or the Application.
Client Database — the database instance dedicated to Client, running on GatewayAI's database provider's infrastructure in the United States. For a production Application, it resides in a provider organization account owned by Client. Preview and build-phase instances, which are not public and do not serve real visitor traffic, reside in an organization account controlled by GatewayAI and are destroyed at cutover. A Client Database is never shared with another customer.
Client Environment — the cloud accounts, source-code repository, domain, email sending identity, and Client Database owned or controlled by Client on which the Application runs, together with the credentials to each.
Conversation — one visitor chat session with the assistant, comprising all messages exchanged with a single visitor, grouped by a thirty (30) minute inactivity timeout and a twenty-four (24) hour absolute session lifetime. Multiple messages within one session constitute one Conversation. One email sent by the assistant counts as 0.25 of a Conversation. An email is "sent" when GatewayAI's email provider accepts it for delivery. Emails the provider rejects are not counted. An email that is accepted and later bounces or is filtered remains counted.
Gateway — GatewayAI's metered infrastructure through which the Application's AI requests are routed.
Gateway Services — the ongoing subscription service described in Section 4.
Go-Live — the date the Application is first made available to the public on Client's production domain.
Knowledge Base — the corpus of Client Content the assistant draws on to answer visitor questions.
Order Form — the document, attached to or referenced by an invoice, that states Client-specific fees, tier, rates, spend cap, and scope. An Order Form is accepted by payment of the invoice it accompanies.
Output — text, email content, lead classifications, summaries, and other material generated by an AI model in the course of providing the Services.
Services — collectively, the Build Services, Transfer, and Gateway Services.
Transfer — delivery of ownership and control of the Application to Client as described in Section 7.
2. Structure of the Agreement
These Terms, together with each Order Form and the Privacy Policy posted at gatewayai.tech/privacy, form the entire agreement between the parties. In the event of conflict, the Order Form controls over these Terms as to the commercial matters it addresses, and these Terms control in all other respects.
Client purchase orders, vendor-onboarding forms, and other Client-issued documents have no effect. Any preprinted or additional terms in such documents are rejected, even if GatewayAI signs or returns them.
3. Build Services and Transfer
3.1 Scope. GatewayAI will perform the Build Services described in the applicable Order Form. Work outside that description is out of scope and requires a new Order Form.
3.2 Client cooperation. Client will supply Client Content, access to necessary accounts, and timely responses to requests for information and review. GatewayAI is not responsible for delays caused by Client's failure to do so.
3.3 No billing during the build. AI usage occurring before Go-Live is not billed. Usage occurring between Go-Live and the start of Client's subscription is comped as a matter of policy. Billing begins when the subscription begins and is never applied retroactively.
3.4 Acceptance. The Build Services are deemed accepted upon Go-Live, or upon ten (10) business days after GatewayAI notifies Client that the Application is ready for review, whichever occurs first, unless Client delivers written notice of a material defect within that period.
3.5 Abandonment. If Client fails to respond to GatewayAI's written requests for content, review, or approval for thirty (30) consecutive days, or notifies GatewayAI that it is discontinuing the project, the engagement is deemed abandoned. Upon abandonment, all fees paid are non-refundable and are retained by GatewayAI as compensation for work performed. No Transfer occurs, no license is granted, and GatewayAI retains all right, title, and interest in the work product. Client may restart the engagement under a new Order Form.
4. Gateway Services and Billing
4.1 Subscription. Gateway Services are provided on a monthly subscription beginning on the date of checkout. The billing anniversary is the day of the month on which the subscription started.
4.2 Fees. The flat monthly fee bills in advance at the start of each monthly period. Usage in excess of the included allowance ("Overage") bills in arrears at the end of the period at the rate stated in the Order Form. Fees are stated in U.S. dollars.
4.3 The allowance is not a limit. Exceeding the included Conversation allowance does not suspend, throttle, or degrade the Services. Overage is billed at the stated rate.
4.4 Metering. GatewayAI's usage ledger is the system of record for all billing. Conversation counts shown in Client's administrative panel are drawn from that same ledger. Client may dispute a usage figure by written notice within thirty (30) days of the invoice date; absent timely notice, the invoice is final.
4.5 Internal calls. The Application makes internal AI requests to support its normal operation (lead qualification, knowledge digests, self-tests). Each billing period includes an allowance of such requests equal to twenty (20) plus one and one-half (1.5) times Client's Conversation count for that period. Internal requests beyond that allowance bill as Conversations. GatewayAI may adjust this allowance on notice under Section 15.
4.6 Spend caps and alert thresholds. New accounts are created with an alert threshold derived from the selected tier. An alert threshold is not a spending limit. It notifies GatewayAI when usage crosses it and changes nothing a Client or its visitors can observe; service continues and charges continue to accrue. This is the default and it is the mode most accounts run in. Accounts created before this default was introduced may have no threshold at all.
A blocking cap — one that actually stops service when reached — must be requested by Client in writing. Where one is set, Client should understand four things about how it operates:
(a) It measures GatewayAI's underlying AI provider cost, not Client's invoice. It is denominated in GatewayAI's cost of serving the account, which is a different and substantially smaller figure than the amount Client is billed. A cap is a safety mechanism against runaway usage, not a ceiling on Client's bill, and the two should not be confused.
(b) It runs on the UTC calendar month. Client's billing period runs from the subscription anniversary. These are different clocks, so a cap may be reached partway through a billing period or reset partway through one.
(c) It applies to chat only. Follow-up email is not subject to the cap and continues to send after a cap is reached.
(d) It can undercount. If a metering record fails to write, that usage is not recorded and the cap does not see it. GatewayAI logs and alerts on such failures but does not reconstruct the lost record.
When a blocking cap is reached, chat requests are refused. The chat widget remains on Client's website but its message composer is disabled, and visitors are shown Client's telephone number and contact details in place of the assistant. Visitors are not told why the assistant is unavailable.
Client is responsible for deciding whether to request a blocking cap, at what amount, and for the consequences of that choice. GatewayAI is not liable for charges incurred on an account with only an alert threshold or with no threshold, for the difference between a cap figure and the resulting invoice, or for lost business, missed leads, unanswered visitors, or reputational effect resulting from a blocking cap.
4.7 No cost itemization. Fees are for the Gateway Services as a whole. GatewayAI is not obligated to disclose, itemize, or substantiate its underlying vendor, model, or infrastructure costs, and no provision of these Terms entitles Client to audit them.
4.8 Model selection. GatewayAI selects, configures, and updates the AI models used to deliver the Services, in its sole discretion, and may change them at any time without notice. Client does not select or control model configuration.
4.9 Payment and immediate suspension. Payment is processed by Stripe. Client authorizes GatewayAI to charge the payment method on file for all fees when due.
Service suspension on a failed or missed payment is automatic and immediate. When Stripe reports that a payment has failed or a subscription is no longer in good standing, the account is deactivated at once and all Gateway Services stop, including chat and follow-up email. There is no grace period, no cure window, and no notice before suspension. A declined card produces the same immediate result as a deliberate cancellation. Client is responsible for maintaining a valid payment method.
Service resumes when payment succeeds. Amounts that remain unpaid accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
4.10 Taxes. Fees are exclusive of taxes. Gateway Services are taxable in Utah as remotely accessed prewritten software and will be invoiced with applicable sales tax. Build Services and Transfer are custom software development services and are invoiced separately. Client is responsible for all taxes other than taxes on GatewayAI's net income. Client will provide a valid exemption certificate if claiming exemption.
4.11 Rate changes. GatewayAI may change subscription fees, Overage rates, or included allowances on thirty (30) days' written notice. Changes take effect at Client's next billing anniversary following the notice period. Client's sole remedy is to cancel under Section 5.
5. Term, Cancellation, and Refunds
5.1 Term. These Terms remain in effect while any Order Form is active or any amount is owed.
5.2 Cancellation. Client may cancel the subscription at any time. Cancellation takes effect at the end of the then-current monthly billing period. The Services remain available through that date.
5.3 No refunds. All fees are non-refundable. GatewayAI does not prorate or refund flat monthly fees upon cancellation, and does not refund Build or Transfer fees. Overage accrued before the effective date of cancellation remains payable and will be invoiced in arrears.
5.4 Effect of cancellation. Upon cancellation, GatewayAI ceases routing AI requests through the Gateway. The chat widget is removed from Client's website and the assistant's follow-up email stops. This is the same immediate cutoff described in Section 4.9; there is no wind-down period.
Client's data is unaffected. The website itself, its content, its administrative panel, the Client Database, and every record within it remain Client's property. GatewayAI does not delete, purge, disable, or withhold any Client data on cancellation. Client retains full access to its own environment and can continue to export leads and conversations.
Client may operate the Application with its own AI provider credentials or another provider. GatewayAI has no obligation to migrate, reconfigure, or support the Application after cancellation absent a separate written agreement.
6. Client Content and Client Responsibilities
6.1 Client warranties. Client represents and warrants that it owns or has the right to use all Client Content; that Client Content is accurate, lawful, and not misleading; and that use of Client Content as contemplated does not infringe any third party's rights.
6.2 Client controls the Knowledge Base. Client is solely responsible for the accuracy and currency of the Knowledge Base, including prices, availability, policies, hours, and any representation the assistant may relay to visitors. GatewayAI does not verify Client Content and has no duty to review it.
6.3 Visitor-facing obligations. Client must maintain, on the website where the Application is deployed, a privacy notice that is reachable from every page and that discloses: that an AI assistant is in use; what information the assistant and its lead capture collect; that conversation transcripts are stored and processed by a third-party AI provider; how long records are kept; and how a visitor may request access or deletion. Client must have this notice in place before the Application begins serving the public. GatewayAI provides a template for this purpose as a convenience; adopting, adapting, and maintaining it is Client's responsibility, and GatewayAI does not warrant its sufficiency for Client's circumstances.
6.4 Information about minors. The assistant's lead capture is designed to record details a visitor volunteers about the person a service is intended for, which for some businesses will include a child's first name and age. Client is responsible for determining whether its collection of information relating to minors is lawful in its jurisdiction, for disclosing that collection in its privacy notice, and for obtaining any parental consent its circumstances require. Client must not configure or prompt the assistant to solicit information about a minor beyond what a visitor volunteers unprompted.
6.5 Email. Follow-up emails are sent from Client's sending identity on Client's domain. Client is the sender for purposes of the CAN-SPAM Act and all analogous laws, and is solely responsible for having a lawful basis to email each recipient, for including and honoring a functioning opt-out mechanism, for including a valid physical postal address, and for the content of those emails.
6.6 Client Environment. After Transfer, Client is solely responsible for the security, configuration, availability, backup, and cost of the Client Environment, including cloud spend, domain renewal, and access control.
7. Acceptable Use
Client will not, and will not permit any person to:
(a) submit to the Knowledge Base, the assistant, or the Application any protected health information, cardholder or financial account data, Social Security or government identification numbers, biometric data, precise geolocation, or credentials;
(b) deploy the assistant on any website directed to children under thirteen (13), or knowingly collect information from such children;
(c) use the Services to provide medical, legal, financial, or other regulated professional advice, or in any application where failure or inaccuracy could result in death, personal injury, or environmental or property damage;
(d) use the Services to generate or distribute unlawful, defamatory, harassing, deceptive, or infringing content, or unsolicited bulk email;
(e) resell, sublicense, or provide the Gateway Services to any third party, or use the Services to build a competing product;
(f) attempt to extract model weights, reverse engineer the Gateway, circumvent rate limits or spend caps, or access another customer's data or workspace;
(g) structure, relabel, or route traffic in a manner designed to cause billable activity to be recorded as non-billable, or otherwise to misrepresent usage; or
(h) exceed the knowledge-size ceiling stated in the Order Form by artificial means.
Violation of this Section is a material breach. GatewayAI may suspend the Services immediately upon discovering a violation, without notice, and Client's indemnity under Section 12 applies to all resulting claims.
8. Ownership and Transfer
8.1 Client Content. Client retains all right, title, and interest in Client Content.
8.2 Assignment of the Application. Conditioned on and effective only upon GatewayAI's receipt of all fees due under the applicable Order Form, GatewayAI assigns to Client all of GatewayAI's right, title, and interest in the Application as delivered, including the source code and the copyright therein. GatewayAI will evidence this assignment by issuing a signed Transfer Certificate. Until all fees are paid in full, GatewayAI retains all right, title, and interest in the work product, and Client has no license to use it.
8.3 What is not transferred. The assignment in Section 8.2 excludes, and GatewayAI retains all right, title, and interest in: the Gateway and its metering, routing, isolation, and billing systems; GatewayAI's general know-how, methods, templates, libraries, tooling, and reusable components; and any third-party or open-source software, which is licensed to Client under its own terms and not assigned. To the extent any such retained material is embedded in the Application, GatewayAI grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, modify, and host it as part of the Application, but not to extract or distribute it separately.
8.4 Trademarks. No trademark license is granted by either party. GatewayAI may identify Client by name and logo as a customer in its portfolio and marketing materials unless Client objects in writing.
8.5 Feedback. GatewayAI may freely use any suggestions or feedback Client provides, without obligation.
9. Retained Access
9.1 What GatewayAI retains. Unless Client elects otherwise under Section 9.4, after Transfer GatewayAI retains administrative credentials to the Client Environment, including the source-code repository, the cloud hosting project, and the application database. Client acknowledges and consents to this access as a condition of the Services.
9.2 Why. Retained access exists so GatewayAI can diagnose faults, apply fixes and updates, maintain the Gateway integration, and respond to Client requests without a credential-provisioning delay. It is a service capability, not an ownership interest.
9.3 Limits. GatewayAI will access the Client Environment only to perform the Services, to respond to a Client request, to address a security or availability incident, or as required by law. GatewayAI will not use data in the Client Environment for any other purpose and will not disclose it except as permitted by Section 13.
9.4 What Client should understand about this access. Retained access is broad. It includes the ability to read every visitor conversation and lead record in the Client Database. During the build and preview phase, GatewayAI's operator console stores the Application's initial administrative password in reversible encrypted form and displays it to GatewayAI. GatewayAI will clear that record at Transfer and will not retain it afterward. GatewayAI does not currently maintain an audit log attributing access to an individual operator, and does not represent that its access is logged or reviewable. Client should weigh this in deciding whether to retain access under Section 9.5.
9.5 Revocation. Client may revoke any or all retained access at any time by written notice, or by removing the credentials directly. Revocation does not terminate the subscription, does not reduce fees, and does not entitle Client to a refund. Following revocation, GatewayAI's ability to diagnose and remedy issues is limited, GatewayAI has no obligation to perform work requiring access it no longer has, and GatewayAI is not responsible for any resulting failure, delay, or defect.
9.6 Allocation of responsibility. Client owns and controls the Client Environment. Client is responsible for its overall security posture, including access review, third-party integrations, and changes made by Client or its agents. GatewayAI is responsible only for its own acts and omissions in exercising retained access.
9.7 Changes by Client. If Client or any third party modifies the Application, its configuration, or the Client Environment, GatewayAI's warranties and obligations with respect to the affected components terminate, and GatewayAI may decline to support or may charge separately to remediate the result.
10. Data and Privacy
10.1 Where data lives. For a production Application, visitor conversations, chat transcripts, captured leads, and Knowledge Base content are stored in the Client Database, which resides in a database provider organization account owned by Client, running in Client's own cloud footprint. The Application container runs in a cloud project owned by Client. GatewayAI does not host, hold, or maintain a copy of this data. GatewayAI takes no backup, snapshot, or export of a Client Database at any time.
Preview instances used during the build phase run in accounts controlled by GatewayAI. They are not publicly indexed, do not serve real visitor traffic, and are destroyed when the production Application goes live.
10.2 Retention. Client configures the retention period for conversation data in the administrative panel, choosing 30, 60, or 90 days, or no automatic deletion. The default is 30 days. A scheduled job deletes conversations and their message content past that age. Deletion is permanent and cannot be reversed by GatewayAI or by Client.
Two exceptions apply and are visible in the administrative panel. Conversations attached to a lead that remains open are exempt from automatic deletion for as long as the lead stays open. Lead records themselves are not governed by the retention setting and are kept until Client deletes them. Client may delete an individual lead or conversation at any time; deleting a lead also deletes its associated transcript.
Client is responsible for selecting retention periods appropriate to its legal obligations, for deleting records it no longer needs, and for responding to consumer and data subject requests concerning data in the Client Database. GatewayAI will assist on reasonable request but does not respond to such requests on Client's behalf.
10.3 Processing and Gateway records. Visitor messages and Knowledge Base excerpts pass through the Gateway to reach the AI provider. Separately, conversations that have gone idle are sent to the AI provider on a recurring schedule to be classified and to extract lead details; this occurs after the visitor has stopped chatting. GatewayAI does not store message content at any point.
GatewayAI records, in its own systems: usage metadata (conversation identifiers, token counts, content-derived byte sizes, model, latency, cost, and timestamps) for metering and billing, retained indefinitely as a financial record; Client account information, including business contact details, billing identifiers, and GatewayAI's own account notes; delivery records for operational emails GatewayAI sends to Client, including recipient address and subject line; and, during the build and preview phase only, the initial administrative password for Client's Application in encrypted and reversible form, visible to GatewayAI in its operator console and cleared at Transfer under Section 9.4.
10.4 Roles. As between the parties, Client is the controller or business with respect to visitor personal information, and GatewayAI is a processor or service provider acting on Client's documented instructions, which these Terms and the Order Form constitute. GatewayAI will not sell or share such information, will not retain it outside the scope described here, and will not use it for its own purposes.
10.5 No training. GatewayAI does not use Client Content, visitor conversations, or Outputs to train any model. GatewayAI's AI provider does not use API inputs or outputs to train its models under the standard commercial terms applicable to GatewayAI's account, and deletes them on a rolling basis, currently within approximately thirty (30) days. During that period the provider may access inputs and outputs for safety and security purposes under its own terms. GatewayAI does not hold a zero-retention arrangement with that provider and does not represent that transmitted data is deleted immediately. Subprocessors are listed in the Privacy Policy.
10.6 Isolation. Each Client is provisioned a dedicated AI provider workspace with its own credential and a dedicated database instance. Provider credentials are encrypted at rest using AES-256-GCM. Client authentication tokens are stored only as cryptographic hashes. If a Client's provider credential cannot be used, the Services fail closed and return an error; Client traffic is never served on a shared credential.
10.7 Security incidents. GatewayAI will notify Client without undue delay after becoming aware of a security incident affecting the Gateway, the Client Database while under GatewayAI's control, or GatewayAI's retained credentials. Client is responsible for notification obligations arising from incidents in the Client Environment after Transfer.
10.8 Platform logs. The cloud platforms hosting the Application record standard request logs, which include visitor IP addresses, for a limited period set by the platform. These logs are generated by the platform rather than by the Application, are retained under the platform's default policy, and reside in the cloud project associated with the Application.
10.9 Backups of GatewayAI's ledger. GatewayAI backs up its own usage and billing ledger nightly to cloud storage in the United States. That backup process runs on third-party continuous-integration infrastructure, and the resulting file holds Client business names, contact addresses, and the usage ledger in unencrypted form; stored provider credentials within it remain individually encrypted. Client Databases are never backed up to GatewayAI-controlled storage. Because the ledger holds no conversation content, neither do its backups.
11. AI Output, Warranties, and Disclaimers
11.1 The nature of AI Output. The assistant is a probabilistic system. It can produce Output that is inaccurate, incomplete, outdated, or fabricated, including Output that appears confident and authoritative. Output is not reviewed by a human before a visitor sees it. GatewayAI does not warrant the accuracy, completeness, or suitability of any Output, and Client must not rely on Output as a substitute for its own verification.
11.2 Client bears the consequence of Output. The assistant speaks on Client's website, in Client's voice, drawing on Client Content. As between the parties, Client is responsible for all Output the assistant produces to Client's visitors, including any statement of price, availability, commitment, or policy, and for any obligation a third party may assert arises from it. Client is responsible for reviewing the assistant's behavior and for correcting the Knowledge Base.
11.3 No performance guarantee. GatewayAI makes no representation as to lead volume, conversion rate, revenue, response quality, or the number of turns in a Conversation.
11.4 No service level. The Services are provided without any uptime, availability, latency, or response-time commitment. GatewayAI does not publish a service level agreement and none is incorporated. The Services depend on third-party providers whose availability GatewayAI does not control.
11.5 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, THE APPLICATION, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." GATEWAYAI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. GATEWAYAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
11.6 Limited build warranty. GatewayAI warrants that for thirty (30) days after Go-Live, the Application will perform materially as described in the Order Form. Client's sole and exclusive remedy for breach of this warranty is that GatewayAI will, at its option, correct the non-conformity or refund the Build fee for the non-conforming component. This warranty does not apply to any component modified by anyone other than GatewayAI, or where retained access has been revoked.
12. Limitation of Liability
12.1 Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA, OR LOSS OF GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Cap. GATEWAYAI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE APPLICATION, OR ANY OUTPUT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CLIENT TO GATEWAYAI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500).
12.3 Third-party costs excluded. GatewayAI is not liable for cloud hosting, domain, email delivery, or other third-party charges incurred in the Client Environment, including charges resulting from misconfiguration, abuse, traffic spikes, or security incidents.
12.4 Application. The limitations in this Section apply to the maximum extent permitted by law, survive termination, and apply even if a limited remedy fails of its essential purpose. They do not limit Client's payment obligations or either party's indemnity obligations under Section 13.
13. Indemnification
13.1 By Client. Client will defend, indemnify, and hold harmless GatewayAI and its member, officers, and agents from any third-party claim, and all resulting damages, liabilities, settlements, costs, and reasonable attorneys' fees, arising out of or relating to: (a) Client Content; (b) any Output delivered to Client's visitors; (c) Client's use of the Services in violation of Section 7; (d) emails sent from Client's sending identity; (e) Client's privacy notices, consents, or handling of visitor data; or (f) the Client Environment, including any security incident therein not caused by GatewayAI's breach of Section 9.3.
13.2 By GatewayAI. GatewayAI will defend Client against any third-party claim alleging that the Application as delivered by GatewayAI, used as contemplated and unmodified, infringes a United States copyright or trade secret, and will pay damages finally awarded, subject to the cap in Section 12.2. This obligation does not apply to claims arising from Client Content, Client's modifications, combination with anything not supplied by GatewayAI, open-source or third-party components, or use after notice to discontinue.
13.3 Procedure. The indemnified party will promptly notify the indemnifying party, allow it sole control of the defense, and reasonably cooperate. No settlement imposing liability or admission on the indemnified party may be made without its consent.
14. Confidentiality
Each party will protect the other's non-public business, technical, and financial information disclosed in connection with the Services with at least reasonable care, use it only to perform or receive the Services, and not disclose it except to personnel and advisors bound by comparable obligations. This does not apply to information that is public through no fault of the recipient, independently developed, rightfully received from a third party, or required to be disclosed by law, provided the recipient gives notice where legally permitted. These obligations continue for three (3) years after disclosure, and indefinitely as to trade secrets.
15. Suspension and Termination
15.1 Suspension. The Services are suspended automatically and immediately on any failed or missed payment, as described in Section 4.9, without notice or cure period. GatewayAI may additionally suspend the Services immediately upon a violation of Section 7, or upon any use posing a security, legal, or abuse risk to GatewayAI or its providers. Suspension does not relieve Client of payment obligations.
15.2 Termination for cause. Either party may terminate for the other's material breach not cured within thirty (30) days after written notice. GatewayAI may terminate immediately for a violation of Section 7 or for non-payment.
15.3 Termination for convenience by GatewayAI. GatewayAI may terminate the Gateway Services on sixty (60) days' written notice.
15.4 Survival. Sections 1, 2, 5.3, 5.4, 6, 8, 9.5, 10.4, 11, 12, 13, 14, 15.4, and 16 survive termination.
16. Changes to These Terms
GatewayAI may modify these Terms. GatewayAI will post the revised version at gatewayai.tech/terms with a new version number and effective date, and will give Client at least thirty (30) days' notice by email of any material change. Changes take effect at the start of Client's next billing period following the notice period. Continued use after that date constitutes acceptance. If Client does not accept a material change, its sole remedy is to cancel under Section 5.2 before the change takes effect. GatewayAI maintains prior versions and will provide the version in effect at any given date on request.
17. General
17.1 Governing law and venue. These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Utah County, Utah, and each party consents to personal jurisdiction there. Either party may bring a qualifying claim in small claims court.
17.2 Attorneys' fees. The prevailing party in any action to enforce these Terms is entitled to recover its reasonable attorneys' fees and costs.
17.3 Independent contractor. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.
17.4 Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign to a successor in connection with a merger or sale of substantially all assets. GatewayAI may use subcontractors and remains responsible for their performance.
17.5 Notices. Notices to GatewayAI must be sent to legal@gatewayai.tech and are effective on transmission absent a bounce. GatewayAI's registered agent and principal business address are on public record with the Utah Division of Corporations and Commercial Code under Entity No. 14715107-0160, and may be used where physical delivery is required by law. Notices to Client go to the email address on the account.
17.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, labor disputes, utility or internet failures, and failures or discontinuation of third-party AI providers or cloud services.
17.7 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. No waiver is effective unless in writing, and no failure to enforce is a waiver.
17.8 Entire agreement. These Terms, the Order Form, and the Privacy Policy are the complete and exclusive agreement and supersede all prior proposals, marketing materials, and communications. Marketing statements are not warranties.
GatewayAI, LLC — a Utah limited liability company, Entity No. 14715107-0160
Registered agent and principal address on public record with the Utah Division of Corporations and Commercial Code
General: colton@gatewayai.tech · Legal notices: legal@gatewayai.tech · Privacy: privacy@gatewayai.tech
gatewayai.tech