Terms of Service
Effective Date: February 20, 2026
1. Agreement to terms
These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and (GDU Labs, “we”, “us”, or “our”), concerning your access to and use of the GDU Labs platform, including any and all web applications, APIs, Browser Extension, and related services (collectively, the 'Platform'). We are registered in Delaware, United States and have our registered office at 33 N Dearborn St, Ste 200, Chicago, IL 60602. You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms from time to time. For material changes, we will provide at least thirty (30) days' advance notice by email to the address associated with your account or by prominent notice on the Platform before the changes take effect. For non-material changes, we will update the "Last updated" date of these Terms. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Platform after the effective date of the revised Terms. If you do not agree with any material change, you may terminate your account before the change takes effect. If your use of the Platform is governed by a separate written agreement, modifications to these Terms do not alter the terms of that agreement.
The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Platform.
If you access the Platform under a separate written agreement between your organization and GDU Labs (e.g., a Master Services Agreement or Order Form), that agreement governs to the extent of any conflict with these Terms.
2. Intellectual property rights
2.1. GDU Labs Property
The Platform — including its source code, databases, algorithms, machine-learning models, data pipelines, indexing and retrieval systems, user interface designs, APIs, documentation, graphics, and all other content and materials (collectively, the "Platform Materials") — and all trademarks, service marks, and logos displayed therein (the "Marks") are owned by or licensed to GDU Labs and are protected by United States and international intellectual property laws. Except as expressly provided in these Terms, no Platform Materials or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited without our prior written permission.
2.2. Limited License to Users
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your authorized internal business purposes. This license includes use of the web application, any available APIs, and the browser Extension, in each case only to the extent such access has been provisioned to you under your subscription or enterprise agreement.
2.3. Customer Data Ownership
As between you and GDU Labs, you retain all right, title, and interest in and to any data, content, or information that you (or your organization) provide to the Platform or that is generated from your use of the Platform ("Customer Data"). GDU Labs processes Customer Data solely to deliver the Services and as otherwise permitted by your agreement with us.
2.4. Derived Insights
GDU Labs may create aggregated, de-identified, and anonymized outputs derived from processing data on the Platform ("Derived Insights"). Derived Insights do not contain Customer Data or personally identifiable information and cannot be used to re-identify any individual or customer.
2.5. Third-Party Data
The Platform incorporates professional and company data from third-party data providers (e.g., business contact information, company firmographic data, professional profile data). Such third-party data remains subject to the applicable provider's terms and is made available to you solely through and as part of the Platform. You may not extract, scrape, or redistribute third-party data obtained through the Platform except as expressly permitted by your agreement with us.
2.6. APIs
Access to any available APIs is subject to the rate limits, authentication requirements, and usage restrictions communicated to you via the API documentation or your enterprise agreement. You may not reverse-engineer, decompile, or attempt to derive the source code or underlying algorithms of any API. GDU Labs may version, deprecate, or discontinue API endpoints with sufficient notice for breaking changes, unless a shorter period is required for security or legal reasons.
2.7. Browser Extension
The Browser Extension enables authorized users to capture and refresh professional profile data from publicly available sources. Use of the Browser Extension is subject to these Terms and any additional terms presented during installation. You are responsible for ensuring that your use of the Browser Extension complies with the terms of service of any third-party platform from which data is collected, as well as applicable data protection laws.
2.8. Feedback
If you provide suggestions, enhancement requests, feature ideas, or other feedback regarding the Platform ("Feedback"), you grant GDU Labs a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, implement, modify, and incorporate such Feedback into its products and services without attribution or compensation. Feedback does not include Customer Data.
2.9. Reservation of Rights
All rights not expressly granted in these Terms are reserved by GDU Labs. Nothing in these Terms grants you any right to use GDU Labs's name, logos, or Marks without prior written consent.
3. Prohibited activities
You may not access or use the Platform for any purpose other than that for which we make it available. As a user of the Platform, you agree not to:
3.1. Data misuse and unauthorized access
Access, collect, or use professional data obtained through the Platform for any purpose that violates applicable data protection laws, including the GDPR, CCPA, or equivalent legislation.
Use professional data obtained through the Platform for discriminatory purposes in hiring, lending, housing, insurance, or any other context prohibited by applicable law.
Resell, redistribute, sublicense, or make available to any third party any data obtained through the Platform, except as expressly authorized by your agreement with us.
Attempt to re-identify any individual from Derived Insights or aggregated/anonymized data.
Use data obtained through the Platform to build or enhance a competing database, product, or service.
3.2. Platform integrity and security
Circumvent, disable, or interfere with security features of the Platform, including tenant isolation, access controls, encryption, or authentication mechanisms.
Attempt to access data belonging to another customer's tenant or any data to which you have not been granted access.
Upload or transmit viruses, malware, Trojan horses, or other harmful code, or engage in any activity that interferes with, disrupts, or places an undue burden on the Platform or its infrastructure.
Probe, scan, or test the vulnerability of the Platform or any related system or network, except with our prior written authorization for a specific, time-limited security assessment.
3.4. API and automation
Exceed the rate limits, quotas, or usage restrictions applicable to your API access, or attempt to circumvent such limits through the use of multiple accounts, keys, or other means.
Use the Platform's APIs to systematically retrieve data for the purpose of creating or compiling a competing collection, compilation, database, or directory without our written permission.
Access the Platform through automated means (bots, scrapers, spiders, crawlers, or offline readers) except through authorized API access, the Browser Extension, or standard web browser usage.
3.5. Intellectual property
Copy, adapt, modify, reverse-engineer, decompile, disassemble, or create derivative works of the Platform's software, algorithms, models, APIs, or other proprietary technology, except as permitted by applicable law.
Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices on or within the Platform.
Frame, mirror, or otherwise reproduce any portion of the Platform on any other server, website, or application without our written permission.
3.6. Conduct
Use the Platform for any illegal or unauthorized purpose, or in a manner that violates any applicable law or regulation.
Impersonate another person, user, or entity, or falsely state or misrepresent your affiliation with any person or entity.
Harass, abuse, threaten, or intimidate any other user or any GDU Labs employee or agent.
Interfere with or disrupt other users' access to or use of the Platform.
Use information obtained from the Platform to contact, harass, or harm any individual whose data appears in the Platform.
Submit false reports, fraudulent support requests, or misleading information to GDU Labs.
3.7. Export and compliance
Use or export data obtained through the Platform in violation of applicable export controls, sanctions, or anti-bribery/anti-corruption laws.
Any use of the Platform in violation of the foregoing may result in suspension or termination of your access, in addition to any other remedies available to GDU Labs at law or in equity.
4. Data
4.1. Professional Data on the Platform
The Platform aggregates, enriches, verifies, and structures professional data from multiple sources — including licensed third-party data providers, publicly available sources, client-provided data, and browser extension capture — to deliver professional profiles and talent intelligence to authorized users. This processing includes matching, deduplication, data quality scoring, and profile assembly using both automated systems and artificial intelligence. For details on the categories of personal data we process, our data sources, and the legal bases for processing, see our Privacy Policy.
4.2. Customer Data
"Customer Data" means all data, content, and information provided by you or your organization to the Platform, or generated by or on behalf of you through your use of the Services. This includes, but is not limited to, proprietary data you add to profiles (e.g., notes, evaluations, internal identifiers), uploaded documents, search queries, project configurations, and any data ingested through customer-provisioned integrations (e.g., Workday, Microsoft 365, or other connectors).
As between you and GDU Labs, Customer Data remains your property. GDU Labs processes Customer Data only as necessary to deliver the Services and as otherwise permitted by your agreement with us or our Privacy Policy.
4.3. How We Use Customer Data
GDU Labs will:
Process Customer Data to provide and maintain the Services, including enrichment, verification, indexing, search, and AI-powered analysis.
Store Customer Data in your provisioned environment (including, for enterprise customers, tenant-isolated infrastructure where applicable).
Not use Customer Data to train or improve any AI models. Where Customer Data is governed by a separate enterprise agreement or Data Processing Agreement, any use of Customer Data for model fine-tuning, evaluation, or improvement -- including tenant-scoped models -- requires prior written consent as specified in that agreement.
Not disclose Customer Data to third parties except (a) to subprocessors who assist in delivering the Services and are subject to appropriate contractual safeguards, (b) as required by law, or (c) as otherwise authorized by your agreement with us.
4.4. Customer Content and Contributions
Where the Platform allows you to add, submit, upload, or otherwise contribute content (such as notes on professional profiles, proprietary data attached to records, uploaded documents, or project configurations), you represent and warrant that:
You have the right to provide such content and to authorize GDU Labs to process it as part of the Services.
Your content does not infringe the intellectual property or other proprietary rights of any third party.
Your content does not contain information that violates applicable law or these Terms.
Your content is not false, misleading, or intended to deceive.
You retain ownership of all content you contribute. By submitting content to the Platform, you grant GDU Labs a non-exclusive, worldwide license to use, process, store, index, display (to authorized users), and transmit such content solely as necessary to provide the Services. This license terminates when you delete the content or when your access to the Platform ends, subject to any applicable backup and retention periods.
4.5. Artificial Intelligence
The Platform uses artificial intelligence and machine learning to enrich, verify, structure, and analyze professional data, and to power search, scoring, and recommendation features. You acknowledge that:
AI-generated outputs may vary and may contain inaccuracies. GDU Labs applies commercially reasonable evaluation, safety, and quality controls, but does not guarantee the accuracy, completeness, or reliability of AI-generated content. You should exercise independent judgment before relying on AI outputs for decision-making.
No training on your data. GDU Labs does not use your prompts, queries, or outputs to train or improve any models, including tenant-scoped or customer-specific models, unless you have provided prior written consent under a separate agreement. AI providers used by GDU Labs are subject to contractual and technical controls that prohibit retention of input data beyond transient processing and prohibit use of inputs or outputs for training AI providers used by GDU Labs are subject to contractual and technical controls that prohibit retention of input data beyond transient processing and prohibit use of inputs or outputs for training.
Human oversight. The Platform is designed to support, not replace, human judgment. You are responsible for maintaining appropriate human oversight over decisions made using Platform outputs, particularly where those decisions have legal or significant effects on individuals.
Regulatory classification. Certain Platform features may be classified as high-risk AI systems under applicable regulations (such as the EU AI Act) when used for purposes including candidate shortlisting or workforce management. If you use Platform features for such purposes, you are responsible for complying with applicable deployer obligations, including maintaining human oversight and conducting required impact assessments.
4.6. Data Processing Agreements
For enterprise customers whose use of the Platform involves the processing of personal data subject to GDPR, CCPA, or other data protection laws, GDU Labs offers a Data Processing Agreement ("DPA") that governs the processing of such data. The DPA, where executed, takes precedence over this section to the extent of any conflict. To request a DPA, contact us at privacy@gdulabs.com.
4.7. Third-Party Data Sources
The Platform incorporates data from third-party data providers, including providers of business contact information, company firmographic data, and professional profile data. GDU Labs requires its data providers to represent that data has been collected lawfully. Third-party data is made available to you solely through and as part of the Platform, and its use is subject to these Terms, your enterprise agreement (if applicable), and applicable law.
A list of GDU Labs's current subprocessors is available in our Trust Center at trust.gdulabs.com.
4.8. Data Retention and Return
GDU Labs retains Customer Data for the duration of your subscription or access period and for a reasonable period thereafter as needed for backup, archival, or legal compliance purposes. Upon termination of your access, you may request return of your Customer Data in a standard, machine-readable format within thirty (30) days. Reasonable data extraction fees may apply. For details, see your enterprise agreement or contact us at privacy@gdulabs.com.
4.9. Data Security
GDU Labs implements and maintains commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of Customer Data and other data processed through the Platform. These measures include encryption in transit and at rest, role-based access controls, audit logging, infrastructure isolation for enterprise tenants, and incident response procedures. For more detail, see the Security section of our Privacy Policy.
No method of transmission or storage is 100% secure. While we strive to protect your data, we cannot guarantee absolute security. GDU Labs will notify affected customers and relevant authorities of qualifying data breaches without undue delay and in any event within the timeframes required by applicable law or the customer's applicable enterprise agreement or Data Processing Agreement, whichever is shorter.
4.10. Privacy
Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, share, and protect personal data. By using the Platform, you acknowledge that you have read and understood our Privacy Policy. Where the terms of a Data Processing Agreement impose requirements that are more specific or more protective than this section or the Privacy Policy, the Data Processing Agreement governs.
5. User representations
By using the Platform, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise, unless explicitly authorized elsewhere in this agreement; (4) you will not use the Platform for any illegal or unauthorized purpose; and (5) your use of the Platform will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).
6. Platform management
We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any content you have submitted or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.
7. Term and termination
These Terms remain in effect for as long as you maintain an active account on the Platform or, if you access the Platform under a subscription or enterprise agreement, for the duration of that agreement. If no separate agreement applies, either you or GDU Labs may terminate your access at any time as described below.
7.1. Termination by You
You may stop using the Platform and close your account at any time by contacting us at privacy@gdulabs.com. If your access is governed by an enterprise agreement, termination of your account is subject to the terms of that agreement.
7.2. Termination by GDU Labs for Cause
GDU Labs may suspend or terminate your access to the Platform if:
You materially breach these Terms and fail to cure such breach within fifteen (15) days after receiving written notice from GDU Labs identifying the breach (or within thirty (30) days for breaches that require a longer remediation period, as reasonably determined by GDU Labs);
You breach the Prohibited Activities section of these Terms;
You fail to pay amounts owed to GDU Labs and such failure continues for ten (10) business days after written notice of delinquency; or
Your use of the Platform poses a security risk to GDU Labs or its other customers, or is required by law or a governmental authority.
7.3. Immediate Suspension
GDU Labs may immediately suspend your access, without prior notice, if reasonably necessary to: (a) prevent imminent harm to the Platform, its infrastructure, or other customers; (b) respond to a security incident; (c) comply with law or a court order; or (d) stop ongoing violations of the Prohibited Activities section. GDU Labs will provide notice of the suspension as soon as reasonably practicable and, where the underlying issue is curable, will provide an opportunity to cure before converting a suspension into a termination.
7.4. Effect of Termination
Upon termination or expiration of your access:
All licenses granted to you under these Terms immediately cease, and you must stop using the Platform.
GDU Labs will make your Customer Data available for return in accordance with the Data Retention and Return section of these Terms. Customer Data will be retained for the return period described in that section before deletion.
Any fees incurred through the effective date of termination (including usage-based fees for activity initiated prior to termination) remain payable.
The following sections survive termination: Intellectual Property Rights, Data (including Data Retention and Return), Prohibited Activities, Disclaimer, Limitations of Liability, Indemnification, Governing Law, Dispute Resolution, and Miscellaneous.
7.5. Re-Registration After Termination
If GDU Labs terminates your access for breach of the Prohibited Activities section, security violations, or fraudulent conduct, you may not create a new account without GDU Labs's prior written consent. This restriction does not apply to terminations for nonpayment or other curable breaches that have been resolved.
7.6. Enterprise Agreement Precedence
If your access is governed by a separate written agreement with GDU Labs (such as a Master Services Agreement), the termination provisions of that agreement govern to the extent they conflict with this section.
8. Modifications and interruptions
We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.
We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
9. Governing law
These Terms shall be governed by and defined following the laws of the State of Delaware. Unless a separate written agreement between your organization and GDU Labs specifies a different dispute resolution mechanism (such as binding arbitration), you irrevocably consent that the courts of the State of Delaware shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms.
10. Dispute resolution
10.1. Informal negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating further resolution. Such informal negotiations commence upon written notice from one Party to the other Party.
10.2. Resolution
If your use of the Platform is governed by a separate written agreement that requires binding arbitration or specifies a different dispute resolution procedure, that procedure applies in lieu of this Section 10.2. If any Dispute proceeds in court, and is not subject to a superseding dispute resolution provision, the Dispute shall be commenced or prosecuted in the state and federal courts located in the State of Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.
10.3. Restrictions
To the full extent permitted by law, (a) no dispute resolution process shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be resolved on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
11. Corrections
There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.
12. Disclaimer
THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM'S CONTENT, INCLUDING PROFESSIONAL DATA SOURCED FROM THIRD-PARTY PROVIDERS, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, INCLUDING AI-GENERATED OUTPUTS, WHICH MAY VARY AND MAY CONTAIN INACCURACIES; (2) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (3) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; AND/OR (4) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE VIA THE PLATFORM.
THE PLATFORM USES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TO PROCESS PROFESSIONAL DATA AND POWER SEARCH, SCORING, AND ANALYSIS FEATURES. AI-GENERATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR DECISIONS THAT HAVE LEGAL OR SIGNIFICANT EFFECTS ON INDIVIDUALS. GDU LABS APPLIES COMMERCIALLY REASONABLE EVALUATION, SAFETY, AND QUALITY CONTROLS BUT DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED CONTENT.
TO THE EXTENT A SEPARATE WRITTEN AGREEMENT BETWEEN YOUR ORGANIZATION AND GDU LABS (SUCH AS A MASTER SERVICES AGREEMENT) PROVIDES EXPRESS WARRANTIES, THOSE WARRANTIES APPLY AS STATED IN THAT AGREEMENT AND ARE NOT LIMITED BY THIS SECTION.
13. Limitations of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY (OR, IN THE CASE OF GDU LABS, ITS DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO GDU LABS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).
THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (A) LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR FRAUD; (B) LIABILITY ARISING FROM VIOLATIONS OF APPLICABLE DATA PROTECTION LAWS (INCLUDING GDPR AND CCPA) TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW; (C) YOUR INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS; OR (D) YOUR BREACH OF THE PROHIBITED ACTIVITIES OR INTELLECTUAL PROPERTY SECTIONS OF THESE TERMS.
TO THE EXTENT A SEPARATE WRITTEN AGREEMENT BETWEEN YOUR ORGANIZATION AND GDU LABS PROVIDES DIFFERENT LIABILITY TERMS, THAT AGREEMENT GOVERNS.
14. Indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Platform; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Platform or any individual whose data is accessible through the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
15. Electronic communications, transactions, and signatures
Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
16. Miscellaneous
These Terms and any policies or operating rules posted by us on the Platform or in respect to the Platform constitute the entire agreement and understanding between you and us, except to the extent superseded by a separate written agreement between your organization and GDU Labs. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Platform. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
17. Contact us
In order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform, please contact us at privacy@gdulabs.com.