Gabie Terms of Service

1. Agreement to These Terms

By accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.

The Services are business-to-business software tools for billboard and out-of-home operators, including Inventory OS, Scout SDR, CRM, Customer Portal, Creative Studio, Gabie Chat, and, when available, camera-related hardware and software features. If Gabie and Operator sign an order form, statement of work, or other written commercial agreement, that document is incorporated into these Terms and will control to the extent of any direct conflict.

2. Definitions

• "Customer Data" means inventory data, rates, availability data, CRM data, customer and prospect records, portal data, creative assets, prompts, uploaded files, messages, campaign data, and other content or data submitted to, stored in, or processed through the Services by or for Operator.
• "Output" means text, images, videos, designs, recommendations, drafts, or other content generated by the Services, including by Scout SDR, Creative Studio, and Gabie Chat, in response to Operator inputs.
• "Customer Portal" means Operator's branded subdomain or other advertiser-facing self-service experience made available through the Services.
• "Scout SDR" means Gabie's AI-enabled outbound sales and reply-management functionality.
• "Face" means an advertising face, display unit, or comparable sellable inventory item tracked in the Services for billing or operational purposes.

3. Accounts, Eligibility, and Organization Responsibility

1. You must be at least 18 years old and legally able to enter into this agreement.
2. You may use the Services only on behalf of a business or other organization and only if you are authorized to act for that organization.
3. Each Operator organization must maintain a single primary organization account unless Gabie approves otherwise in writing. You may not create multiple organization accounts to avoid pricing, usage limits, restrictions, or enforcement actions.
4. You must provide accurate, current, and complete registration, billing, and contact information and keep it updated.
5. Operator may authorize employees, contractors, and agents to access the Services under its account. Operator is responsible for all activity under its account, including activity by administrators, users, and anyone who accesses the Services through Operator credentials, systems, or Customer Portal.
6. You are responsible for maintaining the confidentiality of login credentials, API keys, connected mailbox credentials, and account access permissions.
7. Gabie may reject, suspend, or require consolidation of accounts that violate this Section.

4. Subscriptions, Pricing, and Payment

1. Plans. Gabie may offer a free tier, Growth tier, and enterprise pricing. The free tier is priced at $0 and may include usage, feature, support, or throughput limits. The Growth tier is month-to-month and, unless otherwise agreed in writing, is billed at $0.25 per active Face per month and generally provides access to the full platform without the free tier's usage caps, subject to reasonable use and these Terms. Enterprise pricing is custom and governed by the applicable order form.
2. Month-to-month. Unless stated otherwise in an applicable order form, subscriptions are month-to-month, renew automatically each billing period, and may be canceled by either party at any time in accordance with Section 16. Gabie does not require a long-term commitment for the free or Growth tiers.
3. Face-based billing. Growth fees are calculated based on the number of active Faces reflected in the Services during the applicable billing period. Operator is responsible for keeping Face counts and status accurate. Published or negotiated volume discounts may apply where offered by Gabie.
4. No commissions. Gabie does not charge marketplace commissions, booking commissions, or transaction fees on bookings made through the Customer Portal unless expressly stated in a separate written agreement.
5. Invoices and payment. Fees are invoiced monthly unless otherwise stated in an order form. Payment is due within fifteen (15) days of the invoice date. Late payments may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law.
6. Taxes. Fees are exclusive of sales, use, value-added, withholding, or similar taxes, duties, or levies. Operator is responsible for all such taxes other than taxes based on Gabie's net income.
7. Suspension for non-payment. Gabie may suspend access to paid Services for non-payment after reasonable notice and an opportunity to cure.
8. No partial-month refunds. Except as required by law or expressly stated in a separate written agreement, fees are non-refundable and Gabie does not provide refunds or credits for partial months, unused time, or unused capacity.
9. Price changes. Gabie may change pricing on a going-forward basis by providing at least thirty (30) days' notice by email or through the Services. Continued use after the price-change effective date constitutes acceptance of the new pricing.

5. Access Rights and Gabie Intellectual Property

1. Subject to these Terms and timely payment of applicable fees, Gabie grants Operator a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Operator's internal business operations and to make the Customer Portal available to Operator's advertisers and prospective advertisers as contemplated by the Services.
2. As between the parties, Gabie and its licensors retain all right, title, and interest in and to the Services, including all software, models, workflows, user interfaces, documentation, branding, and all related intellectual property rights, except for Customer Data and Output rights expressly granted to Operator under these Terms.
3. Operator may not copy, modify, distribute, sell, lease, resell, sublicense, or otherwise make the Services available to third parties as a standalone service, except as expressly enabled by the Services.
4. If Operator provides suggestions, ideas, feedback, or requested improvements relating to the Services, Gabie may use them without restriction or obligation.

6. Acceptable Use and Restrictions

Operator will use the Services only for lawful billboard and out-of-home advertising operations and will not, and will not permit any user or third party to:

1. use the Services in violation of any applicable law, regulation, order, self-regulatory rule, or contractual obligation, including rules relating to outdoor advertising, marketing, privacy, consumer protection, intellectual property, publicity rights, and anti-spam communications;
2. use Scout SDR or any other feature to send spam, deceptive messages, unlawful unsolicited messages, harassment, or messages to recipients on do-not-contact, suppression, or opt-out lists;
3. upload, generate, transmit, publish, or distribute content that is illegal, infringing, defamatory, obscene, discriminatory, harmful, malicious, or otherwise unlawful;
4. upload malware, interfere with the security or integrity of the Services, probe or scan for vulnerabilities, or circumvent usage limits, access controls, or technical restrictions;
5. reverse engineer, decompile, disassemble, copy, scrape, crawl, frame, mirror, benchmark, or otherwise attempt to extract source code, prompts, models, training data, system design, or non-public performance information from the Services;
6. access or use the Services for competitive intelligence purposes or to build, train, improve, or support a competing product or service;
7. misrepresent inventory, rates, availability, traffic, campaign performance, or advertiser-facing terms through the Services;
8. use the Services in a manner that creates undue burden, excessive complaint rates, unusual bounce rates, reputational harm, legal exposure, or material risk to Gabie, its providers, or other users.

7. Scout SDR Terms

1. Operator control. Scout SDR is a tool that helps Operator identify prospects, draft outreach, send messages, and manage replies. Operator controls and is responsible for its targeting criteria, audience selection, suppression lists, sending settings, messaging approvals, and send decisions, whether those decisions are made manually or through automations configured by Operator within its account.
2. Operator responsibility for outreach. Operator is solely responsible for the content, timing, frequency, recipients, and legality of all outreach sent through Scout SDR and for all follow-up communications, representations, offers, and commitments made through the Services.
3. Compliance. Operator must comply with the CAN-SPAM Act, opt-out requirements, mailbox-provider policies, and all other applicable anti-spam, marketing, privacy, and communications laws. Operator must maintain and honor suppression lists and do-not-contact lists and must have a legitimate business interest or other lawful basis for contacting each prospect.
4. Sending domain. Scout SDR messages are sent from Operator's configured email domain or mailbox. As between Gabie and Operator, Operator is the party directing and sending those communications, and Gabie provides software and sending infrastructure rather than acting as the advertiser, offeror, or message author.
5. Connected systems. If Operator connects a mailbox, domain, CRM, or other third-party system, Operator authorizes Gabie to access and use that system as necessary to provide Scout SDR and related inbox or reply-management features.
6. Abuse prevention. Gabie may monitor complaint rates, bounce rates, blocklist events, unsubscribe trends, mailbox reputation signals, and abuse reports. Gabie may rate-limit, suspend, require remediation, or disable Scout SDR access immediately if Gabie reasonably believes abuse, non-compliance, or unusual risk exists.
7. No performance guarantee. Gabie does not guarantee deliverability, open rates, reply rates, booked meetings, pipeline generation, or sales outcomes from Scout SDR.

8. Inventory OS, CRM, and Customer Portal

1. Operator is solely responsible for the accuracy, completeness, legality, and timeliness of all inventory data, structure and face data, rates, availability, traffic data, media specifications, campaign terms, creative requirements, and other information displayed, stored, or transmitted through the Services.
2. Operator controls whether its Customer Portal is public, invite-only, or otherwise access-restricted and is responsible for all content, offers, pricing, terms, and disclosures presented through the Customer Portal.
3. Bookings, reservations, hold requests, and campaign commitments created through the Customer Portal create obligations solely between Operator and the applicable advertiser or customer. Gabie is not a party to those transactions and is not a broker, agent, reseller, payment processor, or guarantor of either side's performance.
4. Gabie does not charge a commission or transaction fee on Customer Portal bookings unless separately agreed in writing.
5. Operator is solely responsible for advertiser disputes, invoicing, collections, taxes, proofs, production approvals, fulfillment, installation, takedown, make-goods, and compliance with all laws, permits, landlord obligations, and industry rules relating to inventory or campaigns offered through the Services.
6. CRM, inbox, analytics, and traffic-related features may rely on third-party systems or modeled data and may not be complete, current, or error-free at all times.

9. Creative Studio, Gabie Chat, and AI Content

1. Review required. AI-generated content, including artwork, billboard concepts, layouts, copy, videos, suggestions, and chat responses, is provided on an "as is" basis. Operator must review all Output before publishing, sending, selling, posting, or relying on it.
2. Operator ownership of output. As between Gabie and Operator, and to the extent permitted by applicable law, Operator owns the Output generated for Operator through the Services. This allocation does not expand Operator's rights against third parties or override any third-party intellectual property, publicity, privacy, trademark, or other rights.
3. Uploaded assets. Operator retains ownership of all logos, images, artwork, copy, creative files, prompts, and other assets it uploads to the Services.
4. Clearance responsibility. Operator is solely responsible for obtaining all rights, licenses, releases, consents, and approvals needed for any input or Output used through the Services, including for fonts, stock imagery, trademarks, likenesses, claims, and advertiser content.
5. No IP or compliance guarantee. Gabie does not guarantee that any Output will be accurate, non-infringing, unique, available for exclusive use, brand-safe, legally compliant, or fit for a particular campaign, audience, market, or regulatory environment.
6. Use of inputs. Operator grants Gabie and its service providers a limited license to use prompts, uploads, and other inputs solely to generate Output and otherwise provide, maintain, and support the Services for Operator.
7. No professional advice. Gabie Chat and other AI features may provide recommendations or draft language, but they do not provide legal, regulatory, tax, accounting, or professional advice. Operator is responsible for independent review and business judgment.

10. Camera System and Hardware Features

1. If and when Gabie's camera or on-device vehicle-counting hardware becomes available, that hardware will be sold or leased separately and may be subject to additional purchase, lease, warranty, shipping, support, or installation terms.
2. Unless Gabie expressly states otherwise in writing for a specific deployment, camera-system processing is intended to occur on-device, and Gabie does not transmit or store raw video footage from the device.
3. Operator is solely responsible for lawful placement and operation of any hardware, including property access rights, landowner consent, signage, disclosures, permitting, power, connectivity, and compliance with all local, state, and federal laws.
4. As between the parties, data generated by the camera system for Operator is Operator's Customer Data.
5. Gabie does not guarantee count accuracy, uptime, environmental resilience, or fitness of hardware for any specific site conditions unless expressly agreed in a separate written agreement.

11. Customer Data and Data Rights

1. As between the parties, Operator owns all right, title, and interest in and to its Customer Data, including inventory data, CRM data, creative assets, and, to the extent permitted by law, customer and advertiser data collected through the Customer Portal.
2. Operator grants Gabie and its subprocessors a non-exclusive, worldwide license to host, copy, process, transmit, display, back up, and otherwise use Customer Data solely as necessary to provide, secure, maintain, and support the Services, comply with law, prevent abuse, and enforce these Terms.
3. Except as permitted by these Terms, by Operator, or by law, Gabie will not disclose Customer Data to third parties other than service providers, subprocessors, and integrations used to operate the Services.
4. Operator represents and warrants that it has all rights, permissions, and lawful bases necessary to provide Customer Data to Gabie and to allow Gabie to process that data under these Terms.
5. Gabie may generate and use aggregated, anonymized, or de-identified usage data that does not identify Operator, any advertiser, or any individual for analytics, security, benchmarking, and service improvement purposes.
6. Operator may export its core Customer Data at any time during an active subscription using the export tools made available by Gabie, including CSV export for supported data sets.
7. Following account deletion or termination, Gabie will delete Customer Data from its active production systems within thirty (30) days, except to the extent retention is required by law, needed to resolve payment disputes or enforce these Terms, or retained temporarily in routine backups and disaster-recovery systems.

12. Availability, Maintenance, Third-Party Providers, and Service Changes

1. Gabie aims to provide high service availability, but Gabie does not guarantee any specific uptime, response time, service level, or uninterrupted access for the free or Growth tiers.
2. Enterprise service levels, if any, must be stated in a separate written agreement signed by Gabie.
3. Gabie may perform scheduled or emergency maintenance and may temporarily suspend access to all or part of the Services. Gabie will provide reasonable notice of scheduled maintenance when practical.
4. Certain features depend on third-party providers, integrations, data sources, and infrastructure, including email providers, cloud vendors, traffic-data providers, Anthropic, OpenAI, and similar AI or communications providers. Those dependencies may change, fail, be interrupted, be rate-limited, or become unavailable without notice.
5. Gabie may add, modify, remove, or discontinue features from time to time. Gabie will use reasonable efforts to provide advance notice of material adverse changes when practical, but Gabie is not required to continue offering any particular feature indefinitely.
6. Alpha, beta, pilot, preview, early-access, or "coming soon" features are provided on an "as is" and "as available" basis and may be changed or discontinued at any time.

13. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, TRAFFIC DATA, ANALYTICS, AND ALL RELATED FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." GABIE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR RESULTS.

WITHOUT LIMITING THE FOREGOING, GABIE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA, OUTPUT, RECOMMENDATION, CAMPAIGN, DELIVERABILITY METRIC, TRAFFIC ESTIMATE, BOOKING FLOW, OR BUSINESS RESULT WILL BE ACCURATE, COMPLETE, CURRENT, COMPLIANT, OR SUITABLE FOR OPERATOR'S NEEDS.

14. Limitation of Liability

1. To the maximum extent permitted by law, Gabie will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business opportunity, goodwill, data, customers, advertisers, contracts, or anticipated savings, even if advised of the possibility of those damages.
2. Without limiting Section 14.1, Gabie is not liable for lost revenue from vacant boards or unsold inventory, incorrect or infringing AI-generated content, failed or underperforming outreach, deliverability issues, third-party service outages, modeled or inaccurate traffic data, advertiser disputes, campaign underperformance, make-good obligations, regulatory investigations, or penalties arising from Operator's advertising operations, messaging, content, inventory listings, or portal transactions.
3. To the maximum extent permitted by law, Gabie's total aggregate liability arising out of or relating to the Services or these Terms will not exceed the total fees paid by Operator to Gabie for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.
4. The limitations in this Section apply regardless of the form of action and even if any limited remedy fails of its essential purpose.

15. Indemnification

Operator will defend, indemnify, and hold harmless Gabie, CGL, and their respective officers, directors, employees, contractors, affiliates, and agents from and against any third-party claim, demand, action, proceeding, damage, judgment, settlement, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

1. Customer Data, uploaded content, advertiser content, or Output used by or for Operator;
2. Scout SDR outreach, prospecting, messaging, or reply handling conducted through Operator's account;
3. bookings, reservations, holds, campaigns, billing, collections, or other transactions between Operator and any advertiser, customer, landlord, or partner;
4. Operator's violation of any law, regulation, permit, consent requirement, industry rule, or third-party right, including anti-spam, privacy, intellectual property, publicity, advertising, zoning, or outdoor-advertising requirements;
5. placement, operation, or use of camera hardware or related site equipment; or
6. Operator's breach of these Terms.

Gabie may assume exclusive control of the defense and settlement of any matter subject to indemnification, and Operator will cooperate with that defense. Operator may not settle any claim in a manner that admits fault by Gabie or imposes obligations on Gabie without Gabie's prior written consent.

16. Suspension and Termination

1. These Terms begin when Operator first accesses or uses the Services and continue until terminated.
2. Either party may terminate these Terms or Operator's subscription at any time. Termination does not relieve Operator of payment obligations accrued before the termination effective date.
3. Gabie may suspend or terminate access immediately, with or without notice, if Gabie reasonably believes that Operator has violated these Terms, failed to pay fees after notice, created legal or security risk, engaged in abuse, generated excessive complaint rates, or used the Services in a manner that could harm Gabie, its providers, or others.
4. Upon termination, Operator's right to access and use the Services ends, except that Gabie may allow limited account access for up to thirty (30) days solely to export Customer Data, unless the account was terminated for fraud, abuse, security risk, or legal compulsion.
5. Following termination, Gabie may delete Customer Data in accordance with Section 11.6.
6. Sections 5, 9, 11, 13, 14, 15, 16, 17, 18, 19, and any other provisions that by their nature should survive, will survive termination.

17. Governing Law, Arbitration, and Class Action Waiver

1. Governing law. These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles.
2. Informal resolution. Before starting arbitration or litigation, a party must send the other party written notice of the dispute and a brief description of the claim. The parties will attempt in good faith to resolve the dispute informally for thirty (30) days after that notice is received.
3. Binding arbitration. Except for the carve-outs in Section 17.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted in English by a single arbitrator. Unless the parties agree otherwise, the seat and venue of arbitration will be Davidson County, Tennessee, and hearings may be conducted remotely where permitted by the arbitrator.
4. Carve-outs. Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, account security, or against unauthorized access or misuse of the Services. Either party may also bring an individual claim in small claims court if that claim qualifies.
5. No class actions. All disputes must be brought only on an individual basis. Neither party may bring a claim as a plaintiff or class member in any purported class, collective, coordinated, consolidated, or representative proceeding.
6. Class action waiver enforcement. If Section 17.5 is found unenforceable as to any claim, then that claim must be litigated exclusively in the state or federal courts located in Davidson County, Tennessee, and the parties consent to personal jurisdiction and venue in those courts for that limited purpose.
7. Jury trial waiver. To the extent any dispute is permitted to proceed in court, each party knowingly and irrevocably waives any right to a jury trial.
8. Arbitration award. The arbitrator may award any remedy available on an individual basis under applicable law and these Terms. Judgment on the award may be entered in any court of competent jurisdiction.

18. Changes to These Terms

Gabie may update these Terms from time to time. If Gabie makes a material change, Gabie will provide at least thirty (30) days' notice by email to the account owner or through the Services before the change takes effect, unless an earlier change is required for legal, regulatory, or security reasons. Continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms. If Operator does not agree to the revised Terms, Operator must stop using the Services and terminate its account before the revised Terms take effect.

19. Miscellaneous

1. Entire agreement. These Terms, together with any applicable order form or other written agreement between the parties, are the entire agreement between the parties regarding the Services and supersede prior or contemporaneous understandings on that subject.
2. Severability. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
3. No waiver. A party's failure to enforce any provision of these Terms is not a waiver of its right to do so later.
4. Assignment. Operator may not assign or transfer these Terms, in whole or in part, whether by operation of law or otherwise, without Gabie's prior written consent. Gabie may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of assets, or to an affiliate.
5. Independent contractors. The parties are independent contractors. These Terms do not create any partnership, franchise, joint venture, fiduciary, employment, or agency relationship between the parties.
6. Force majeure. Gabie is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, weather, labor disputes, utility failures, internet outages, civil unrest, war, terrorism, pandemic events, governmental action, or third-party infrastructure failures.
7. Notices. Gabie may provide notices under these Terms by email to the account owner or administrator, through in-product notifications, or by posting to gabie.ai. Legal notices to Gabie must be sent to hello@gabie.ai.
8. Electronic communications. Operator agrees to receive communications from Gabie electronically and agrees that electronic notices, disclosures, and records satisfy any legal requirement that they be in writing.
9. No third-party beneficiaries. Except as expressly stated in these Terms, these Terms do not create any third-party beneficiary rights.

20. Contact Information