These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Gadi Inc. ("Gadi", "we", "us", or "our") governing your access to and use of the Gadi.ai platform, website, mobile applications, APIs, and associated services (collectively, the "Service"). By accessing or using the Service, clicking "I Agree" (or a similar button/checkbox), or by executing an order form, statement of work, or other written purchasing document that references these Terms (each, an "Order Form"), you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "Customer", "you", or "your" shall refer to such entity.
1Acceptance of Terms
By using Gadi.ai, you agree to these Terms on behalf of yourself or the organization you represent. If you do not agree, please do not use the Service.
2Description of Service
Gadi.ai is a software platform provided by Gadi Inc. ("Gadi") that helps manage distributed energy service operations through AI-powered monitoring, support, workflow automation, analytics, and engagement tools. The Service is available to individual users as well as businesses providing services to their own customers.
3Purchases and Accounts
Purchase-specific terms, including pricing, subscription term, billing, usage limits, integrations, and support, will be stated at checkout or in the applicable invoice, proposal, order form, statement of work, or written agreement. Those terms control if they conflict with these Terms.
You are responsible for keeping account, billing, and payment information accurate and for maintaining the confidentiality of login credentials and connected accounts.
4User Responsibilities
You agree to use the Service lawfully and responsibly. You are responsible for the information, data, systems, and third-party accounts you connect to the Service, and for obtaining any required rights, permissions, notices, and consents from your customers, employees, contractors, homeowners, system owners, and other end users. You are responsible for reviewing AI-generated output before acting on it. You may not:
- bypass security controls or attempt to interfere with the proper working of the Service;
- reverse engineer, decompile, or disassemble the Service, or attempt to extract the source code;
- use the Service for any illegal or unauthorized purpose;
- use the Service to train artificial intelligence or machine learning models; or
- use automated tools (such as scrapers or bots) to copy data or content from the Service without express written permission.
5Intellectual Property and Ownership
(1) Customer Data. You retain all rights and ownership of the data, files, images, and other materials you submit, upload, or input into the Service ("Customer Data"). You grant Gadi a non-exclusive, royalty-free license to host, copy, process, transmit, store and display Customer Data solely as necessary to provide, maintain, protect, and support the Service. Gadi does not sublicense or transfer that license, except to service providers and subprocessors acting on Gadi's behalf and bound by obligations no less protective than these Terms.
(2) Gadi IP. Gadi and its licensors retain all right, title, and interest in and to the Service, including all algorithms, AI models, software, documentation, user interfaces, branding, and trademarks. No rights are granted to you except the limited access rights expressly set forth in these Terms.
(3) Feedback. If you provide feedback or suggestions regarding the Service, Gadi may use them without obligation, credit, or compensation.
6AI Features and Outputs
(1) General. The Service utilizes artificial intelligence models and technology to generate recommendations, predictive monitoring, draft support communications, and workflow automations (collectively, "Outputs").
(2) Accuracy and Verification. You acknowledge that AI technology is inherently probabilistic and may produce incorrect, incomplete, or biased Outputs. You must independently verify and approve all Outputs before taking action or sharing them with end users, customers, or third parties.
(3) Responsibility. Gadi is not responsible or liable for any decisions, actions, or outcomes resulting from your reliance on AI-generated Outputs.
7Third-Party Integrations and Links
The Service may connect with or integrate with third-party platforms, data sources, APIs, and systems (such as utility accounts, CRMs, or messaging channels). You are responsible for complying with any third-party terms and maintaining active credentials. Gadi is not responsible for the availability, security, performance, or accuracy of third-party platforms.
8Communications and SMS Terms
If you use the Service to send SMS, WhatsApp, email, voice, support, marketing, referral, review, upsell, or other communications, you are responsible for complying with applicable laws and platform rules, including consent and opt-out requirements. If you opt in to receive SMS messages from Gadi:
- Program name: Gadi.ai Energy Assistant
- Message frequency: Messages may be sent periodically based on account activity, energy events, or system alerts.
- Message types: Updates about solar performance, optimizations, maintenance, support, and related service activity.
- Opt-out: Reply STOP to unsubscribe at any time.
- Help: Reply HELP for assistance or contact info@gadi.ai.
- Rates: Message and data rates may apply.
We do not sell or share SMS opt-in data or consent with third parties for unrelated marketing purposes.
9Fees, Billing, Renewals, and Cancellation
(1) Online Subscriptions. Subscriptions purchased via our website are billed in advance on a monthly or annual basis via credit card or other accepted electronic payment methods. Subscriptions automatically renew for the same period unless cancelled before the renewal date.
(2) Annual/Enterprise Contracts. Fees under executed Order Forms are billed annually in advance unless otherwise stated. Payment is due within 30 days of the invoice date.
(3) Non-Refundability. All fees are non-refundable unless otherwise required by law or stated in writing.
(4) Late Interest. Late payments may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, and Gadi reserves the right to suspend your access to the Service for non-payment.
(5) Taxes. All fees are exclusive of taxes. You are responsible for all sales, use, value-added, or other taxes.
10Confidentiality
Both parties agree to protect any non-public, sensitive information shared in connection with the Service ("Confidential Information") using at least a reasonable degree of care. Confidential Information includes pricing, product roadmaps, proprietary data, and technical designs. Neither party will use or disclose Confidential Information except to perform its obligations under these Terms or as required by law. This obligation survives termination of these Terms.
11Acceptable Use
You may not use the Service for unlawful, harmful, fraudulent, deceptive, or unauthorized purposes; interfere with or disrupt the Service; upload malware or harmful content; reverse engineer, copy, scrape, or extract Gadi’s code, prompts, workflows, models, or non-public functionality; use the Service to build or improve a competing product; or use the Service as the sole basis for legal, financial, employment, credit, insurance, safety-critical, or similarly significant decisions.
12Data Protection and Security
(1) Safeguards. Gadi implements reasonable administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, loss, or disclosure.
(2) Compliance. Each party will comply with applicable data protection laws.
(3) Data Protection. Where Gadi processes personal information on your behalf, it does so as your service provider or processor under the applicable Gadi Data Privacy Commitment or Master Service Agreement, which set out the data protection terms in full. No separate data processing addendum is required.
13Disclaimers and Limitation of Liability
Gadi provides the Service "as is" and "as available." Gadi disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, accuracy, and error-free performance. To the maximum extent permitted by law, Gadi will not be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages, or for loss of revenue, goodwill, data, business opportunity, anticipated savings, or business interruption. Gadi's total liability arising out of or relating to the Service will not exceed the amounts paid by you to Gadi for the Service giving rise to the claim during the 3 months before the event giving rise to liability.
14Suspension, Termination, and Changes
Gadi may suspend or terminate access to the Service if you fail to pay fees, violate these Terms, create a security risk, misuse the Service, or use the Service unlawfully. You may stop using the Service at any time, but stopping use does not cancel committed payment obligations. Gadi may update the Service and these Terms from time to time. Continued use of the Service after updated Terms become effective means you accept the updated Terms. Material changes will not apply retroactively to an existing signed agreement unless required by law or agreed by the parties.
15Governing Law and Contact
These Terms are governed by the laws of the State of Delaware, unless a signed agreement states otherwise. Disputes will be brought exclusively in the state or federal courts located in Delaware.
For questions about these Terms, contact: