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Terms of Service

These Terms and Conditions (the “Terms”) govern the use of the Services (as defined below). When referenced by or attached to an Order Form (as defined below), these Terms become part of, and are incorporated into, the Master Services Agreement (collectively, the “Agreement”) between Genban, Inc. (d/b/a Outerport), a Delaware corporation (“Outerport”) and the customer identified in the applicable Order Form (“Customer”). By entering into an Order Form referencing these Terms, or by otherwise accessing or using the Services, Customer agrees to be bound by this Agreement.

Entity Acceptance. If you are registering for or using the Services on behalf of a company, corporation, partnership, or other entity, you represent and warrant that you have the authority to legally bind that entity to this Agreement. If you do not have such authority, or if the entity does not agree to these terms, you may not register for or use the Services.

Individual Acceptance. If you are registering for or using the Services as an individual on your own behalf, you represent that you are at least eighteen (18) years old, understand these terms, and agree to be legally bound by them. If you register using an email address provided by your employer or another entity, that entity may gain control over your account. To maintain control of your account, you should register using a personal email address. If you do not meet these requirements or do not agree to these terms, you may not register for or use the Services.

1. DEFINITIONS

  • "Cloud Services" means Outerport’s cloud-hosted, AI-powered document retrieval platform and related services made available remotely to Customer, as specified in an applicable Order Form.
  • "Customer Data" means any content, information, or materials collected, captured, submitted, or transmitted by Customer or its end users through or in connection with the Services.
  • "Documentation" means Outerport’s official manuals, user guides, instructions, API specifications and terms, and other technical materials, made generally available by Outerport.
  • "Effective Date" means the date set forth in the applicable Order Form or, if no date is specified, the date Customer first registers for or accesses the Services.
  • "On-Premises Software" means Outerport’s AI-powered document retrieval software installed by Customer on its own systems, as specified in an applicable Order Form.
  • "Order Form" means a mutually signed order form or an online registration page entered into by Outerport and Customer that references these Terms.
  • "Services" means the Cloud Services, On-Premises Software, and any other products, services, and software provided by Outerport, as specified in the applicable Order Form.
  • "Software" means Outerport’s proprietary software, including the Cloud Services and On-Premises Software, and any underlying technology, as well as all related improvements, modifications, and updates.

2. SERVICES; SUPPORT

  • Right to Use. Subject to Customer’s compliance with this Agreement and the applicable Order Form, Outerport grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right during the applicable term to access and use the Services solely for Customer’s internal business purposes. Customer may permit only its authorized employees and contractors (“Authorized Users”) to access and use the Services and shall ensure all Authorized Users comply with this Agreement.
  • Support. Outerport will provide reasonable support in accordance with its standard practices and any support terms specified in the applicable Order Form. Outerport may suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay its fees.
  • Professional Services. Outerport will use commercially reasonable efforts to provide the professional services specified in an applicable Order Form (the “Professional Services”). The parties will collaborate in good faith to facilitate delivery of the Professional Services in accordance with the timelines, specifications, or other requirements mutually agreed upon in the applicable Order Form.
  • Third-Party Services. Customer acknowledges that the Services may operate with or rely on third-party application programming interfaces (APIs) or services (“Third-Party Services”). Outerport is not responsible for the operation, availability, or continued compatibility of any Third-Party Services, including compatibility issues arising from changes made by third-party providers. Outerport makes no warranties regarding Third-Party Services or their providers.

3. ON-PREMISES SOFTWARE

  • License to Install and Use. If Customer orders On-Premises Software pursuant to an applicable Order Form, Outerport grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license during the applicable term to install and use the On-Premises Software solely for Customer’s internal business purposes. Customer must install and use the On-Premises Software in accordance with the Documentation and Outerport’s provided instructions and any usage limitations specified in the Order Form.
  • Number of Copies. Unless otherwise specified in an applicable Order Form, Customer may only install one (1) copy of the On-Premises Software. Customer shall not copy, duplicate, or install additional copies of the On-Premises Software without Outerport’s prior written consent.
  • Attribution. Customer shall not remove, obscure, or alter any Outerport attribution included in the On-Premises Software. All attribution shall remain in the format as delivered in the Software.
  • System Requirements. Except with respect to any Implementation Services, Customer is solely responsible for ensuring that its systems and software environments meet the hardware, software, and any other applicable system requirements for the Software. Outerport will have no obligation or responsibility under this Agreement for issues caused by Customer’s use of any third-party hardware or software not provided by Outerport.
  • Security. Unless otherwise provided in an applicable Order Form, Customer is exclusively responsible for backing up its own data and placing and using all Software in a secure environment. Outerport does not host or have read or write access to any Customer data stored in Customer’s instance of the Software. Customer agrees to implement and maintain industry-standard security measures to protect its systems and Customer Data. Customer agrees to promptly implement all patches, updates, or security enhancements provided by Outerport. Customer acknowledges that failure to timely install such updates may increase security risks or vulnerabilities, and Outerport shall have no responsibility or liability arising from Customer’s delay or failure to apply these updates.

4. CUSTOMER RESPONSIBILITIES

  • Cooperation. Customer agrees to reasonably cooperate with Outerport to provide timely access to necessary resources, information, and personnel required for the successful implementation, integration, and ongoing use of the Services. Outerport shall not be responsible for any delay caused by Customer’s failure to perform the foregoing.
  • Prohibited Use Cases. Customer agrees to use the Services in compliance with all applicable laws, regulations, and relevant third-party content policies. In addition to any restrictions described in the applicable Order Form, Customer shall not, directly or indirectly, use the Services in any manner prohibited by such third-party content policies, including without limitation: providing medical, financial, legal, or emergency response services; processing sensitive personal data; supporting military operations or autonomous weapons; automated decision-making in high-risk areas; profiling or scoring individuals based on personal traits, biometric data, or inferred sensitive attributes; or otherwise violating applicable laws, regulations, or third-party content policies.

5. FEES; PAYMENT

  • Fees; Payment. Customer shall pay Outerport the applicable fees as set forth in each Order Form (the “Fees”). Unless otherwise specified in an applicable Order Form, payments will be due within thirty (30) days of invoice. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are not subject to set-off.
  • Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser of 3% per month or the maximum amount permitted by law. Customer shall also reimburse Outerport for all reasonable costs incurred by Outerport in the collection of past due amounts, including attorneys’ fees and collection agency fees.
  • Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Outerport’s net income). Should Outerport pay any such taxes on behalf of Customer, Customer agrees to reimburse Outerport for such payments, unless Customer provides Outerport with a valid tax exemption certificate authorized by the appropriate taxing authority.
  • Service Volume Limitations. Customer acknowledges and agrees that, notwithstanding any availability of overage-based pricing, Outerport reserves the right to temporarily suspend or limit Customer’s access to the Services if the usage volume exceeds the limitations set forth in the applicable Order Form. Unused usage allowances will not carry over into subsequent measurement periods. Outerport may take such action as reasonably necessary to ensure system stability, maintain security standards, or protect the integrity of the Services.

6. INTELLECTUAL PROPERTY; DATA

  • Customer Data. As between the parties, Customer shall retain all right, title and interest in and to the Customer Data, including all associated intellectual property rights. Customer shall solely be responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Data.
  • Outerport Intellectual Property. As between the parties, Outerport retains all rights, title, and interest (including all intellectual property rights) in and to the Services, Software, and all related improvements, modifications, and updates. Customer may (but is not obligated to) provide feedback regarding the Services, and Outerport may freely use such feedback. This Agreement does not grant Customer any ownership or license rights except as expressly stated herein.
  • Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the Software or any third-party large language model (except to the extent restricted by applicable laws); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Outerport product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Outerport may use to prevent or restrict access to the Services (including any license key mechanics that may be incorporated within the Software); or (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of the Services, whether through use of manual or automated means, except as expressly contemplated by the Software functionality.

7. CONFIDENTIALITY

  • Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (“Proprietary Information” of the Disclosing Party).
  • Obligations. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.
  • Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
  • Deletion. Promptly after the expiration or termination of this Agreement, except as otherwise provided in the applicable Order Form, the Receiving Party shall immediately delete all Proprietary Information of the Disclosing Party (including all Customer Data), subject to all applicable laws, regulations, and governmental or legally mandated record-keeping requirements.
  • Service Analytics. Outerport will not use Customer Data or content derived from Customer Data to train artificial intelligence models. However, Outerport may collect and use technical usage data relating to the performance of and Customer’s use of the Services (“Service Analytics”) solely to analyze, maintain, and improve the performance of its Services. Outerport will not disclose Service Analytics except in an aggregated and anonymized form.
  • Information Security. Outerport is responsible for establishing and maintaining a commercially reasonable information security program that is designed to: (i) ensure the security and confidentiality of the Customer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Data; and (iii) protect against unauthorized access to, or use of, the Customer Data.

8. TERM; TERMINATION

  • Term. This Agreement starts on the effective date of the first Order Form and continues until the last active Order Term expires or terminates (the “Term”), unless terminated earlier as set forth in this Agreement. Each Order Form has an initial period stated in that form (the “Initial Term”) and automatically renews for successive one-year periods (“Renewal Terms,” together with the Initial Term, the “Order Term”), unless either party gives notice of non-renewal at least thirty (30) days before the expiration of the then-current Order Term.
  • Termination for Breach. Either party may terminate this Agreement for the other party’s material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Outerport may suspend access to the Services as reasonably necessary to investigate or remediate a potential security threat or any breach of the usage restrictions described in this Agreement.
  • Effects of Termination. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9. INDEMNIFICATION

  • Indemnity. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) in the case of Outerport as Indemnitor, the underlying software of the Services infringe, violate, or misappropriate any third party intellectual property or proprietary right; (ii) in the case of Customer as Indemnitor, Customer’s use of the Services or relating to infringement or misappropriation of any third party intellectual property or proprietary right by the Customer Data.
  • Exclusions. The foregoing obligations of Outerport do not apply with respect to the Services or its underlying software or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created by Outerport (including Customer Data); (ii) made in whole or in part in accordance to Customer specifications; (iii) modified after delivery by Outerport; (iv) combined with other products, processes or materials not provided by Outerport (where the alleged Losses arise from or relate to such combination); (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) Customer’s use of the Services is not strictly in accordance with this Agreement.
  • Procedures. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

10. WARRANTIES; DISCLAIMER

  • Outerport Warranties. Outerport represents and warrants: (i) it has the authority to enter into this Agreement, (ii) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercially reasonable industry standard methods designed to ensure the Services do not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof.
  • Customer Warranties. Customer represents and warrants that it has all necessary rights and consents relating to Customer Data, and that Customer Data and Outerport’s use thereof, as well as Outerport’s access to Customer’s systems as permitted by this Agreement, will not violate applicable laws, breach any contract with any third party, or infringe any third-party rights.
  • General. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
  • Accuracy and AI Decision-Making. CUSTOMER ACKNOWLEDGES THAT ANY CITATIONS, ASSISTANCE OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES ARE GENERATED USING ARTIFICIAL INTELLIGENCE TECHNOLOGIES, WHICH BY NATURE ARE NOT ERROR-FREE. OUTERPORT MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF SUCH ASSISTANCE OR RECOMMENDATIONS. CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR ALL DECISIONS MADE OR ACTIONS TAKEN BASED ON SUCH ASSISTANCE, AND OUTERPORT DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER’S RELIANCE ON SUCH RECOMMENDATIONS.
  • No Compliance Certification. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE SERVICES, INCLUDING ANY AI-GENERATED ASSISTANCE, ANALYSIS, OR RECOMMENDATIONS, DO NOT CONSTITUTE LEGAL, REGULATORY, OR COMPLIANCE ADVICE OR CERTIFICATION. OUTERPORT MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING CUSTOMER’S COMPLIANCE WITH APPLICABLE LAWS, RULES, REGULATIONS, INDUSTRY STANDARDS, OR THIRD-PARTY AGREEMENTS. CUSTOMER UNDERSTANDS AND AGREES THAT IT REMAINS SOLELY RESPONSIBLE FOR CONFIRMING COMPLIANCE THROUGH APPROPRIATE REVIEW BY QUALIFIED PERSONNEL OR PROFESSIONAL ADVISORS, INCLUDING IMPLEMENTING HUMAN-IN-THE-LOOP PROCEDURES AS NECESSARY TO VALIDATE OR VERIFY ANY AI-GENERATED OUTPUT OR RECOMMENDATIONS.

11. LIMITATION OF LIABILITY

  • EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER TO OUTERPORT HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

12. NOTICES

  • All notices under this Agreement will be in writing and sent (a) for notices to Outerport Inc. at 800 Indiana Street #523, San Francisco, CA 94107 and (b) for notices to Customer, to the address or email address set forth in the applicable Order Form, or in each case, at such other address as may be given in writing by either party to the other in accordance with this “Notices” section, and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.

13. MISCELLANEOUS

  • Publicity. Customer agrees that Outerport may use and display Customer’s name and logo on Outerport’s website and promotional materials to identify Customer as a user of the Services, subject to Customer’s trademark guidelines.
  • Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in San Francisco, California under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
  • Entire Agreement. This Agreement (including the Terms and all Order Forms) constitutes the entire agreement between Customer and Outerport regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether oral, written, or electronic. In the event of a conflict between this Order Form and the Terms, this Order Form shall govern.
  • Amendment; Waiver. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
  • Export Control. Customer acknowledges that the Software and related technology may be subject to export control laws and regulations. Customer agrees not to export, re-export, or transfer the Software, directly or indirectly, in violation of any applicable export control or trade sanction laws or regulations.
  • Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of third-party services or infrastructure.
  • Assignment. Customer may not assign any of its rights or obligations under this Agreement without Outerport’s consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.
  • Enforceability. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.