Terms of Service

These Terms of Service (these "Terms") are a legally binding agreement between you and GreenCompany Inc., a Delaware corporation, d/b/a Gateway ("Gateway," "we," "us," or "our") and govern your access to and use of our websites, applications, customer-specific subdomains, software, content, AI-powered tools, and related services (collectively, the "Services"). By accessing or using the Services, or by clicking to accept these Terms where such functionality is made available, you agree to be bound by these Terms.

Gateway provides an AI-powered learning and development platform that helps organizations create, deliver, manage, and improve onboarding, training, enablement, customer education, partner education, pre-hire assessment, and related learning experiences. If you are using the Services on behalf of an employer, customer, or other organization, then that organization may have a separate agreement with Gateway governing the commercial relationship, subscription, or other service terms (a "Customer Agreement"). In the event of a conflict between these Terms and an applicable Customer Agreement, the Customer Agreement will control to the extent of that conflict with respect to the organization's subscription and use of the Services, and these Terms will continue to govern your individual access to and use of the Services except to that extent.

If you do not agree to these Terms, you must not access or use the Services.

1. Eligibility; Authority; and Account Responsibility

You may use the Services only if you are at least eighteen (18) years of age, or the age of majority in your jurisdiction, whichever is greater, and are otherwise legally capable of entering into a binding agreement with Gateway. The Services are intended for business and organizational use and are not directed to children.

If you access or use the Services on behalf of a corporation, limited liability company, partnership, nonprofit, governmental body, or other entity or organization, you represent and warrant that you have full power and authority to bind that entity or organization to these Terms, and "you" will refer both to you as an individual user and to that entity or organization, as applicable.

You are responsible for maintaining the confidentiality of your account credentials, for all activities that occur under your account, and for ensuring that all information you provide to Gateway is accurate, current, and complete. You agree to notify Gateway promptly of any suspected or actual unauthorized access to or use of your account or any other security incident involving the Services.

2. Modifications to the Services and to These Terms

Gateway may modify, update, suspend, discontinue, or otherwise change all or any part of the Services from time to time, including by adding, removing, or changing features, functionality, integrations, or content. Gateway will not be liable to you for any modification, suspension, or discontinuation of the Services or any part thereof.

Gateway may amend these Terms from time to time by posting an updated version to the Services or otherwise providing notice as permitted by law. Except where a different effective date is expressly stated, any such update will be effective when posted. Your continued access to or use of the Services after the effective date of updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Services.

3. Access to the Services; Permitted Use

Subject to these Terms and any applicable Customer Agreement, Gateway grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal business, training, educational, or other authorized purposes in connection with Gateway's intended use cases and in accordance with these Terms.

You may not access or use the Services for any unlawful, fraudulent, harmful, infringing, abusive, or unauthorized purpose, or in any manner that could damage, disable, overburden, impair, or interfere with the Services or any other user's access to or use of the Services.

4. Customer Accounts; Organizational Control; and Administrators

Where the Services are made available to you through a Customer account, the applicable Customer may control the provisioning, administration, suspension, and termination of your access to the Services and may access, use, disclose, export, or remove data associated with your account to the extent permitted by law and the Customer's agreement with Gateway.

Gateway may rely on instructions received from a Customer and its authorized administrators regarding the configuration, administration, and use of the Services for that Customer environment. If your access to the Services is sponsored or managed by a Customer, Gateway is not responsible for internal decisions made by that Customer regarding your access rights, permissions, content, or account status.

5. User Content and Customer Content

The Services may permit you or a Customer to upload, submit, input, transmit, store, organize, publish, or otherwise make available text, data, files, documents, prompts, source materials, policies, manuals, standard operating procedures, playbooks, audio, video, images, assessments, survey responses, assignments, training records, and other content or materials (collectively, "User Content").

As between Gateway and you, and subject to any rights granted in these Terms and any applicable Customer Agreement, you retain all right, title, and interest in and to User Content you lawfully provide to the Services. If you access the Services through a Customer, then the applicable Customer may own or control User Content submitted within that Customer environment, and your rights with respect to such User Content may be subject to your arrangements with that Customer.

You grant Gateway and its affiliates, contractors, and service providers a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, display, perform, modify, adapt, index, process, and otherwise use User Content to the extent reasonably necessary to provide, operate, secure, maintain, support, improve, and make available the Services and related functionality, to comply with law, and to exercise Gateway's rights and perform Gateway's obligations under these Terms and any applicable Customer Agreement.

You represent and warrant that you have obtained all rights, permissions, notices, and consents necessary to provide User Content to Gateway and to authorize Gateway to process and use such User Content as contemplated by these Terms. You are solely responsible for the legality, accuracy, quality, integrity, and appropriateness of User Content and for the consequences of submitting, using, or distributing User Content through the Services.

6. AI Features; Generated Content; and Your Responsibilities

Certain features of the Services use artificial intelligence, machine learning, automation, and related technologies (collectively, "AI Features") to help create, refine, organize, summarize, personalize, or otherwise support learning content and related materials. When you use AI Features, Gateway may process prompts, instructions, inputs, source materials, User Content, contextual data, metadata, and related information in order to generate, assemble, or return outputs, suggestions, recommendations, summaries, assessments, workflows, multimedia, and other results (collectively, "Generated Content").

Gateway may use retrieval-based systems, embeddings, ranking, search, orchestration, and related processing methods, and may engage third-party service providers, including providers of large language models, multimedia generation, infrastructure, observability, communications, and analytics services, to support AI Features and related platform operations.

As between Gateway and you or, where applicable, the Customer that controls your account, and to the extent permitted by applicable law, Gateway hereby assigns to you or such Customer any right, title, and interest Gateway may have in Generated Content created specifically within your account from your prompts and User Content. Notwithstanding the foregoing, Gateway and its licensors retain all right, title, and interest in and to the Services, Gateway's software, models, prompts, templates, workflows, orchestration logic, taxonomies, methodologies, documentation, know-how, designs, interfaces, analytics, de-identified and aggregated data, and all underlying technology, materials, and intellectual property embodied in, used to provide, or generated in connection with the Services (collectively, "Gateway Materials"). No rights are granted to you in Gateway Materials except as expressly set forth in these Terms.

You acknowledge and agree that AI Features and Generated Content may be inaccurate, incomplete, misleading, biased, offensive, out of date, or otherwise unsuitable for your intended use. You are solely responsible for reviewing, evaluating, validating, and approving all Generated Content before using, relying on, publishing, distributing, or implementing it. Gateway does not guarantee that Generated Content will be correct, unique, lawful, non-infringing, fit for any particular purpose, or suitable for use in any regulated, employment, legal, medical, safety-critical, or other high-risk context.

Gateway is not responsible for any decision, action, omission, content, communication, training, assessment, employment action, business outcome, or other result arising from or related to your use of AI Features or Generated Content. You remain solely responsible for how Generated Content is used, whether it is shared with others, and whether it complies with applicable law, contractual obligations, internal policies, and professional standards.

7. Restrictions on Use

Without limiting any other restriction in these Terms, you will not, and will not permit any third party to: (a) copy, reproduce, modify, distribute, sell, lease, sublicense, or commercially exploit the Services except as expressly authorized by Gateway; (b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, structure, ideas, algorithms, or underlying models of the Services, except to the limited extent such restriction is prohibited by applicable law; (c) access or use the Services to develop, train, improve, or benchmark a competing product, model, or service; (d) use the Services in violation of law or to infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, confidentiality, or other right of any person or entity; (e) transmit malware, viruses, malicious code, or harmful content through the Services; (f) interfere with or disrupt the integrity, security, or performance of the Services; (g) circumvent or attempt to circumvent usage limits, account permissions, security controls, or access restrictions; or (h) use the Services to create, store, or distribute content that is unlawful, fraudulent, defamatory, harassing, discriminatory, obscene, or otherwise harmful.

Gateway may monitor compliance with these Terms and may suspend, restrict, or terminate access to the Services, in whole or in part, if Gateway reasonably believes that you have violated these Terms, created undue risk, or exposed Gateway, the Services, or any user to legal, security, or operational harm.

8. Feedback

If you provide Gateway with suggestions, ideas, enhancement requests, comments, recommendations, or other feedback regarding the Services or Gateway Materials (collectively, "Feedback"), you grant Gateway a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free, fully paid-up right and license to use, reproduce, modify, create derivative works from, distribute, display, perform, and otherwise exploit such Feedback for any lawful purpose without restriction, attribution, or compensation to you.

9. Third-Party Services and Content

The Services may interoperate with, link to, embed, or otherwise use third-party products, services, websites, platforms, content, or integrations (collectively, "Third-Party Services"). Gateway does not control and is not responsible for any Third-Party Services, including their availability, security, functionality, data practices, content, or terms. Your use of any Third-Party Services is solely between you and the applicable third party and may be subject to separate terms and privacy policies.

Gateway may make Third-Party Services available for convenience or interoperability, but such availability does not imply Gateway's endorsement, sponsorship, or affiliation unless expressly stated.

10. Privacy and Data Processing

Your use of the Services is subject to Gateway's Privacy Policy, which is incorporated into these Terms by reference. Where Gateway processes personal information on behalf of a Customer in connection with the Services, such processing may also be subject to an applicable Customer Agreement, data processing addendum, or other contractual arrangement between Gateway and that Customer.

Gateway does not use Customer content or personal information submitted through the Services to train public, shared, or general-purpose AI models, except where expressly disclosed, authorized by the applicable Customer, or otherwise permitted by law. Gateway may use de-identified, aggregated, telemetry, and operational data to provide, secure, support, analyze, and improve the Services to the extent permitted by law and contract.

11. Confidentiality and Security

You acknowledge that the Services, Gateway Materials, non-public product information, pricing, technical information, business processes, and other non-public information disclosed by Gateway may constitute Gateway's confidential information. You agree not to use or disclose Gateway's confidential information except as necessary to exercise your rights under these Terms or as otherwise authorized in writing by Gateway.

Gateway uses reasonable administrative, technical, and organizational measures designed to protect the Services and personal information, but Gateway cannot guarantee that the Services will be secure or error-free at all times. You are responsible for implementing appropriate safeguards within your own systems and for exercising appropriate care in your use of the Services.

12. Suspension; Termination; and Effect of Termination

Gateway may suspend, restrict, disable, or terminate your access to the Services at any time, with or without notice, if: (a) Gateway reasonably believes that you have violated these Terms or applicable law; (b) Gateway is required to do so by law or in response to a security, fraud, or abuse concern; (c) your or your Customer's subscription, account, or other relationship with Gateway has expired or been terminated; or (d) Gateway otherwise determines that continued access could create legal, security, or operational risk.

You may stop using the Services at any time. If you wish to request account deletion or deactivation, you may contact Gateway or, where applicable, your Customer administrator.

Upon any expiration or termination of these Terms or your access to the Services, the rights granted to you under these Terms will immediately cease, and Sections that by their nature should survive will survive, including without limitation Sections relating to intellectual property, restrictions, disclaimers, limitations of liability, indemnification, confidentiality, dispute resolution, and miscellaneous provisions.

13. Disclaimer of Warranties

THE SERVICES, AI FEATURES, GENERATED CONTENT, GATEWAY MATERIALS, AND ALL RELATED CONTENT, FEATURES, FUNCTIONALITY, INTEGRATIONS, AND INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GATEWAY AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SECURITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, GATEWAY MAKES NO WARRANTY THAT AI FEATURES OR GENERATED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, UNIQUE, NON-INFRINGING, LAWFUL, SUITABLE, OR FIT FOR ANY PARTICULAR USE OR DECISION. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICES, AI FEATURES, AND GENERATED CONTENT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GATEWAY OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GATEWAY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID TO GATEWAY BY YOU OR, IF APPLICABLE, THE CUSTOMER ON WHOSE BEHALF YOU ACCESS THE SERVICES, FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00).

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE FORM OF ACTION. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY APPLICABLE LAW.

15. Indemnification

You agree to defend, indemnify, and hold harmless Gateway and its affiliates, licensors, service providers, contractors, officers, directors, employees, and agents from and against any and all claims, demands, actions, proceedings, damages, judgments, awards, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) your access to or use of the Services in violation of these Terms or applicable law; (b) User Content submitted, uploaded, or otherwise provided by you; (c) your use, distribution, publication, or implementation of Generated Content; or (d) your infringement, misappropriation, or other violation of any right of any person or entity.

If you use the Services on behalf of a Customer or other organization, this indemnification obligation will apply to both you and, to the extent permitted by law and applicable agreement, that Customer or organization.

16. Governing Law; Venue; Jury Trial Waiver; and Class Action Waiver

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Subject to applicable law, the state and federal courts located in Fairfax County, Virginia will have exclusive jurisdiction over any action or proceeding arising out of or relating to these Terms or the Services, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU MAY BRING CLAIMS AGAINST GATEWAY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

17. Miscellaneous

These Terms, together with the Privacy Policy and any applicable Customer Agreement, constitute the entire agreement between you and Gateway with respect to the subject matter addressed herein and supersede all prior or contemporaneous understandings, agreements, representations, and communications, whether written or oral, relating to that subject matter.

You may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without Gateway's prior written consent. Any attempted assignment in violation of this provision will be null and void. Gateway may assign these Terms in whole or in part in connection with a merger, acquisition, sale of assets, corporate reorganization, or by operation of law.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

No failure or delay by Gateway in exercising any right, power, or remedy under these Terms will operate as a waiver of that or any other right, power, or remedy.

Any notices from Gateway may be provided through the Services, by posting, by email, or by other reasonable means. You consent to receive communications from Gateway electronically.

The section headings in these Terms are for convenience only and have no legal or contractual effect.

18. Contact Information

If you have questions about these Terms, you may contact Gateway at:

7950 Jones Branch Dr., Floor 8

McLean, VA 22102

Email: [email protected]