Effective: 2026-08-08
Plain-English summary
Ordering GAEZLA — at checkout or by signed order form — creates a contract on these terms. You get the right to use the service; you’re responsible for what you connect it to and every action you configure it to take in your own systems. Subscriptions renew automatically until you cancel. Liability is capped at a year of fees. Delaware law governs.
1. The agreement
These Terms are between T1P5M4RK, LLC, a Delaware limited liability company, 1111B S Governors Ave Ste 90229, Dover, DE 19904, USA (“Company”) and the business entity that orders the Service (“Customer”). The Service is for business use only, not consumers.
The agreement forms in one of two ways:
(a) Self-service. Completing checkout at gaezla.com constitutes acceptance of these Terms. The Stripe checkout confirmation records what was bought and at what price.
(b) Sales-led. By a written order form signed or electronically accepted by both parties (an “Order Form”). An Order Form takes precedence over these Terms where they conflict.
The Data Processing Addendum (“DPA”) is part of the agreement and takes precedence over these Terms for personal information. Order of precedence: Order Form → DPA → these Terms.
“Service” means the GAEZLA IT operations orchestration platform and its APIs, agents, and tooling, which observes and gathers information from — and, where Customer authorises, executes actions across — Customer’s IT systems, networks, devices, and integrated tools (the “Customer Estate”). “Customer Data” means data Customer or its users upload, generate, or cause the Service to ingest from the Customer Estate. “Authorized Users” means the people Customer permits to use its account; Customer is responsible for their acts as its own.
2. Use of the Service
Company grants Customer a non-exclusive, non-transferable right to use the Service for its internal business operations during the subscription, up to the limits of what was bought.
Customer and its Authorized Users must not:
- resell, sublicense, or commercially exploit the Service, or use it to build a competing product;
- reverse-engineer the Service except as law expressly permits, or publish benchmarks without written consent;
- interfere with the Service’s integrity, circumvent authentication, rate limits, billing, or access controls, or probe or test its security except under a written authorisation from Company;
- use the Service to attack, scan, or access any system without authorisation, distribute malware, send spam, or store or transmit unlawful content;
- use the Service in violation of US export-control and sanctions laws, or supply it to denied parties or embargoed jurisdictions;
- use the Service in safety-critical contexts where failure could cause death, injury, or environmental damage.
Customer must keep credentials and API keys secret, apply least-privilege access for its users, and promptly notify Company at info@gaezla.com of any suspected security incident affecting the Service or Customer Data.
Company may suspend access immediately if it reasonably believes continued use poses a security, legal, or operational risk to Company, other customers, or third parties, or breaches this Section; where practical Company will give notice and an opportunity to cure. Material or repeated breach is grounds for termination for cause.
3. Customer Estate and Customer-Authorized Actions
(a) Customer represents that it holds all rights and authorisations needed to grant the Service access to each system in the Customer Estate, to let the Service ingest data from it, and to let the Service execute actions in it as Customer configures.
(b) Customer is solely responsible for the credentials, permissions, and scope of every connector, agent, and integration through which the Service reaches the Customer Estate, and must not point the Service at systems it does not control or lack authorisation for.
(c) Where Customer configures the Service — manually, by automation rule, or by agent policy — to execute an action in the Customer Estate (a “Customer-Authorized Action”), Customer authorises that action and is solely responsible for its consequences, including any change, deletion, outage, cost, or third-party liability, even where the action was triggered automatically by an agent operating within parameters Customer set.
(d) The Service is not a backup, disaster-recovery, or business-continuity solution, and Company does not warrant that any Customer-Authorized Action is reversible. Customer must maintain its own backups and rollback procedures.
(e) Company has no obligation to monitor or pre-approve actions of Customer-configured agents.
4. Bring-your-own integrations
Customer may connect third-party applications, including Customer-supplied AI providers (“BYO Integrations”). These are not part of the Service. Customer is solely responsible for data sent to or from them, their configuration and security, and compliance with their providers’ terms. Company has no liability for BYO Integration performance, data handling, or output.
5. Fees, billing, renewal, and cancellation
(a) Self-service subscriptions are billed by Stripe on the schedule shown at checkout. Where a free trial is offered, its length is shown at checkout; the payment method on file is charged automatically when the trial ends, and the subscription then renews automatically each billing period until cancelled.
(b) Cancellation. Customer may cancel at any time by emailing info@gaezla.com or via the contact form at gaezla.com/contact. Cancellation takes effect at the end of the current billing period (or the trial, if cancelled during it — in which case nothing is charged). Access continues until then.
(c) No refunds. Fees are non-refundable except as required by law or expressly stated in an Order Form.
(d) Price changes take effect at the next renewal and will be notified by email at least 30 days in advance.
(e) Sales-led orders are invoiced per the Order Form; unless it says otherwise, invoices are due within 30 days and late amounts accrue 1.5% monthly interest (or the legal maximum, if lower). Company may suspend on 14 days’ notice if an undisputed amount is over 30 days past due.
(f) Taxes. Fees exclude taxes; Customer is responsible for all taxes on the Fees except taxes on Company’s net income.
6. Customer Data and intellectual property
Customer retains all rights in Customer Data and grants Company a licence to process it during the subscription solely to provide the Service. Company will not use Customer Data for any other purpose — including training machine-learning models — without written consent. Customer is responsible for the legality of Customer Data and for holding the rights needed to process it via the Service. Company retains all rights in the Service, its documentation, and anything Company develops, including improvements made in response to feedback.
7. Confidentiality
Each party will protect the other’s non-public information with at least reasonable care, use it only for this agreement, and not disclose it except to personnel and advisers under equivalent obligations, or where required by law with prompt notice where lawful. These obligations do not cover information that is public without breach, already lawfully known, independently developed, or lawfully received from a third party.
8. Warranties and disclaimers
Company warrants that it will provide the Service in a professional manner materially in accordance with its documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION AND MAKES NO UPTIME COMMITMENT UNLESS AN ORDER FORM GRANTS ONE. COMPANY DOES NOT PROVIDE LEGAL, REGULATORY, OR COMPLIANCE ADVICE; CUSTOMER IS RESPONSIBLE FOR ITS OWN COMPLIANCE OBLIGATIONS, INCLUDING THOSE GOVERNING THE CUSTOMER ESTATE AND THE ACTIONS EXECUTED THERE.
9. Limitation of liability
Each party’s total aggregate liability under or in connection with this agreement is limited to the Fees paid or payable by Customer in the twelve months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, punitive, or consequential loss, including lost profits, revenue, data, or business interruption.
These limits do not apply to: death or personal injury caused by negligence; fraud; Customer’s payment obligations; liability that cannot be limited by law; or Customer’s breach of Section 2 that harms Company or third parties. Company does not currently hold technology errors-and-omissions or cyber liability insurance; all liability, including for IP indemnification and data-breach remediation, is subject to the cap without exception. These limits are an essential basis of the bargain.
10. Indemnities
Company will defend Customer against third-party claims that the Service, as provided and used as permitted, infringes intellectual-property rights, and will pay resulting damages finally awarded — subject to the liability cap, prompt notice, control of the defence, and reasonable cooperation. If such a claim arises, Company may procure the right to continue, modify the Service, or terminate the affected subscription and refund prepaid unused Fees. This does not cover claims arising from modifications, combinations with things Company did not provide, or use of an outdated version after a fix was provided.
Customer will defend and indemnify Company against third-party claims arising from Customer Data, Customer’s breach of this agreement, BYO Integrations, any Customer-Authorized Action or its consequences, or Customer’s unlawful use of the Service.
11. Term and termination
The agreement runs while a subscription or Order Form is active. Either party may terminate for cause on written notice if the other materially breaches and fails to cure within 30 days, or becomes insolvent. On termination, access ceases, each party returns or destroys the other’s confidential information, and Company deletes Customer Data as set out in the DPA. Sections 6–13 survive.
12. Changes to these Terms
Company may update these Terms with at least 30 days’ email notice to the account contact. Changes apply from the stated effective date; continued use after that date is acceptance. A Customer that does not agree may cancel before the changes take effect. Signed Order Forms keep their agreed terms until renewal.
13. General
Delaware law governs, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods; exclusive venue is the state and federal courts of New Castle County, Delaware. Legal notices go to info@gaezla.com (Company) and the account email (Customer), effective on confirmed receipt. Neither party may assign without consent, except Company may assign to an affiliate or in a merger or sale of substantially all assets with notice. Neither party is liable for failure caused by events beyond its reasonable control. If a provision is unenforceable it is modified to the minimum extent necessary and the rest stands. The parties are independent contractors. This agreement (Order Form, DPA, these Terms) is the entire agreement on its subject matter.
Questions: info@gaezla.com.