Gate AI End User License Agreement
Effective Date: July 7, 2026
This End User License Agreement (this “Agreement”) is a legally binding agreement between Constellation Network, Inc., a Delaware corporation, with its principal address at 2140 S Dupont Hwy, Camden, Delaware 19934 (“Constellation,” “we,” “us,” or “our”), and the individual or entity accepting this Agreement (“Customer,” “you,” or “your”). If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “Customer” means that entity.
By clicking “I Agree,” creating an account, accessing, or using the Services, you agree to this Agreement. If you do not agree, you must not access or use the Services.
1. Scope and Order of Terms
This Agreement governs Customer’s access to and use of Gate AI and related hosted software, APIs, dashboards, logging, filtering, routing, caching, security, and audit-trail functionality made available by Constellation (collectively, the “Services”).
If Customer purchases a paid plan, order form, or subscription through the Services or separately executes an ordering document with Constellation, that ordering document is incorporated into this Agreement. If there is a conflict between this Agreement and an order form, the order form controls only to the extent of the conflict.
If Customer is a business customer and the parties enter into a Data Processing Agreement, that Data Processing Agreement will control over this Agreement to the extent required for processing of personal data governed by applicable data protection law.
2. Eligibility and Account Registration
Customer must be legally able to enter into contracts. Customer will provide accurate, current, and complete registration and billing information and keep that information updated.
Customer is responsible for all activities conducted through its accounts, API keys, administrator credentials, and users. Customer will use reasonable security measures to protect account credentials and promptly notify Constellation of any unauthorized use or security incident involving the Services.
Customer may authorize employees, contractors, or other permitted users to access the Services on its behalf. Customer is responsible for its users’ compliance with this Agreement.
3. License and Access Rights
Subject to Customer’s compliance with this Agreement and payment of applicable fees, Constellation grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Services for Customer’s internal business purposes and, for individual users, personal lawful use, in each case in accordance with the documentation and usage limits for the applicable plan.
No rights are granted except as expressly stated in this Agreement. Customer must not, and must not permit any third party to: (a) copy, modify, or create derivative works of the Services except as expressly permitted by the documentation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, or non-public components of the Services, except to the limited extent such restriction is prohibited by applicable law; (c) sell, resell, lease, license, distribute, or provide access to the Services to third parties except for Customer’s authorized users; (d) remove or alter any proprietary notices; (e) access the Services to build or benchmark a competing product or service, except to the extent benchmarking restrictions are prohibited by law; (f) bypass or defeat usage limits, security controls, or content filters; or (g) use the Services in violation of applicable law or third-party rights.
4. Customer Content and Instructions
Customer retains all right, title, and interest in and to prompts, inputs, files, data, personal data, configuration settings, and other content submitted to or through the Services by or for Customer (“Customer Content”).
Customer grants Constellation a non-exclusive, worldwide, limited license to host, copy, transmit, process, display, transform, filter, route, cache, log, and otherwise use Customer Content solely as necessary to provide, secure, maintain, support, and improve the Services, to prevent fraud and abuse, to comply with law, and as otherwise described in this Agreement and the applicable privacy notice.
Customer is solely responsible for: (a) the accuracy, quality, legality, and rights clearance of Customer Content; (b) providing all notices and obtaining all consents and legal bases required for Constellation, model providers, and approved sub-processors to process Customer Content as contemplated by this Agreement; and (c) Customer’s instructions regarding which model providers, settings, and features to enable.
Customer will not submit Customer Content that Customer is not authorized to process or disclose, including personal data, regulated data, trade secrets, or third-party materials, unless Customer has implemented appropriate safeguards and the processing is permitted under applicable law.
5. Service Functionality; Third-Party Model Providers
The Services act as a gateway and security layer that may route Customer prompts and related data to one or more third-party model providers or other third-party services selected by Customer, configured by Customer, or reasonably necessary to deliver the requested functionality (“Third-Party Providers”).
Third-Party Providers may include providers of large language models, embeddings, moderation, storage, telemetry, or related functionality. Customer acknowledges that use of the Services may involve transmission of Customer Content to Third-Party Providers, including providers located outside Customer’s jurisdiction.
Customer is responsible for selecting whether to use bring-your-own-key, Constellation-billed provider access, or other supported routing configurations. Where Customer elects a Third-Party Provider, Customer instructs Constellation to transmit relevant Customer Content to that provider to perform the requested inference or related service.
Third-Party Providers operate under their own terms, privacy notices, usage policies, technical limitations, uptime commitments, security practices, and data-handling rules. Constellation does not control and is not responsible for Third-Party Providers or their acts or omissions. To the extent required by law or contract, Constellation will identify its then-current sub-processors and material categories of Third-Party Providers in its sub-processor notice or equivalent materials.
Customer must not use the Services in a way that causes Constellation or any Third-Party Provider to violate applicable law, third-party rights, or provider usage restrictions.
6. AI-Specific Terms; Outputs and Human Review
The Services may generate, transform, classify, summarize, or otherwise produce responses, analyses, flags, alerts, or other machine-generated materials (“Output”).
Output is probabilistic and may be inaccurate, incomplete, offensive, outdated, or unsuitable for Customer’s intended use. Output may not be unique and similar or identical output may be generated for other users.
Customer is solely responsible for reviewing, validating, and exercising independent judgment before using any Output or relying on it for business, technical, legal, medical, financial, employment, insurance, housing, credit, safety-critical, or other consequential decisions.
Customer must not represent Output as human-generated, independently verified, or error-free without appropriate review. Customer will not use the Services or any Output for automated decision-making that produces legal or similarly significant effects on individuals unless Customer has ensured that such use is lawful and includes any legally required notices, human oversight, appeal rights, testing, and bias mitigation.
Constellation does not provide legal, compliance, accounting, medical, or other professional advice through the Services, and Output is not a substitute for professional judgment.
7. Acceptable Use Restrictions
Customer will not, and will not permit users or third parties to, use the Services to:
(a) violate any law, regulation, court order, sanctions program, or third-party right; (b) process or transmit malicious code, phishing content, credential stuffing materials, unlawful surveillance tools, or content intended to disrupt or gain unauthorized access to systems or data; (c) generate, facilitate, or promote fraud, impersonation, deception, spam, harassment, defamation, stalking, threats, or unlawful discrimination; (d) exploit, harm, or attempt to exploit or harm minors; (e) generate or disseminate unlawful sexual content, child sexual abuse material, non-consensual intimate imagery, or content that sexualizes minors; (f) create or distribute malware, ransomware, spyware, exploits, or instructions primarily intended to enable unauthorized intrusion or damage; (g) infringe intellectual property, privacy, publicity, confidentiality, or other proprietary rights; (h) upload or process personal data or regulated information in violation of applicable law, including where required notices, consents, contracts, or transfer mechanisms are absent; (i) probe, scan, test, or defeat the security or integrity of the Services except through authorized security testing approved in writing by Constellation; (j) use the Services in a manner that materially interferes with other users, infrastructure, or Third-Party Providers; or (k) use the Services with prohibited high-risk use cases, including life-support systems, weapons targeting, or any use where failure of the Services could reasonably be expected to cause death, serious bodily injury, or severe environmental harm.
Constellation may monitor compliance, investigate suspected misuse, remove or restrict content, suspend access, or take other reasonable protective action where Constellation believes in good faith that use of the Services poses security, legal, or operational risk.
8. Security and Audit Trail
Constellation will implement and maintain reasonable administrative, technical, and organizational measures designed to protect the security and confidentiality of Customer Content processed by the Services.
The Services may create logs, alerts, fingerprints, hashes, metadata, event records, and tamper-evident audit artifacts relating to requests, routing decisions, abuse detections, and service events (“Audit Records”). As between the parties, Customer retains rights in Customer Content included in Audit Records, and Constellation retains rights in the Services, software, methodologies, and system-generated metadata underlying the Audit Records, subject to Customer’s rights in its personal data and Customer Content.
To support integrity verification, the Services may anchor cryptographic fingerprints or similar non-reversible integrity markers to immutable or append-only systems. The parties acknowledge that these integrity markers are intended to evidence record integrity and, by design, should not contain Customer Content in intelligible form. Underlying logs and records stored by or for Constellation remain subject to applicable retention and deletion processes.
9. Feedback and Service Improvement
If Customer provides suggestions, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”), Customer grants Constellation a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate Feedback without restriction or obligation, provided Constellation does not publicly identify Customer as the source without Customer’s consent.
Constellation may generate and use aggregated, de-identified, and statistical information relating to the performance, operation, and use of the Services for analytics, security, industry reporting, and service improvement, provided such information does not identify Customer or any individual.
10. Fees, Billing, and Taxes
Customer will pay all fees specified for the applicable plan, subscription, usage tier, overage, or order. Fees are non-cancelable and non-refundable except as expressly stated in this Agreement or required by law.
Subscription fees will renew automatically for successive renewal terms equal to the initial subscription term unless Customer cancels before the renewal date through the account settings or as otherwise specified in the order. Usage-based and pay-as-you-go charges will be billed in arrears based on measured consumption.
Customer authorizes Constellation and its payment processors to charge the payment method on file for recurring subscription fees, usage-based charges, taxes, and any past-due amounts. If payment is overdue, Constellation may suspend access after providing reasonable notice.
Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, or similar taxes, excluding taxes based on Constellation’s net income, property, or employees.
11. Beta Features and Free Tiers
Constellation may offer free plans, trial access, preview features, alpha or beta features, or no-charge services (“Free Services”). Free Services are provided “as-is,” without service levels, support commitments, indemnities, warranties, or data-backup obligations, and may be modified or discontinued at any time.
Constellation may impose limits on Free Services, including storage, throughput, retention, available model providers, or feature availability. Constellation may suspend or terminate Free Services at any time without liability.
12. Confidentiality
Each party receiving Confidential Information (“Recipient”) from the other party (“Discloser”) will protect the Discloser’s Confidential Information using reasonable care and will not use or disclose it except as needed to perform or exercise rights under this Agreement.
“Confidential Information” means non-public information disclosed by or on behalf of a party that should reasonably be understood to be confidential given its nature and the circumstances of disclosure, including business plans, security information, product roadmaps, pricing, Customer Content, and non-public technical information. Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes public through no breach of this Agreement; (b) was known to the Recipient without confidentiality obligations before disclosure; (c) is independently developed without use of the Discloser’s Confidential Information; or (d) is lawfully received from a third party without confidentiality restrictions.
A Recipient may disclose Confidential Information to its affiliates, employees, contractors, advisors, sub-processors, and service providers who need to know it for purposes of this Agreement and are bound by obligations of confidentiality at least as protective as those in this Agreement. A Recipient may disclose Confidential Information if required by law, subpoena, or court order, provided it gives notice where legally permitted and reasonably cooperates, at the Discloser’s expense, to seek confidential treatment.
13. Intellectual Property
Constellation and its licensors retain all right, title, and interest in and to the Services, including all software, models, interfaces, workflows, documentation, designs, logos, trademarks, know-how, and other technology, and all related intellectual property rights.
Except for Customer’s rights in Customer Content and Output to the extent provided below, no rights are transferred to Customer by implication, estoppel, or otherwise.
As between the parties, and subject to the rights of Third-Party Providers and applicable law, Customer owns the Output generated specifically for Customer from its use of the Services, excluding any Constellation technology, preexisting materials, aggregated data, safety systems, and generalized know-how embodied in the Services.
14. Term and Termination
This Agreement starts on the date Customer first accepts it or first uses the Services and continues until terminated.
Customer may stop using the Services at any time and may terminate this Agreement by closing its account, provided termination does not relieve Customer of obligations accrued before termination.
Constellation may terminate this Agreement or suspend access immediately upon notice if: (a) Customer materially breaches this Agreement; (b) Customer’s use poses a security risk, legal risk, or risk of harm to the Services, Third-Party Providers, or others; (c) Constellation is required to do so by law or a Third-Party Provider relationship change materially affects service availability; or (d) Customer fails to pay undisputed fees after notice and a reasonable cure period.
Upon termination or expiration, Customer’s rights to access and use the Services will end, and Customer must stop using the Services. Subject to applicable law and Constellation’s retention practices, Constellation will delete or render inaccessible Customer Content within a reasonable period after termination, except to the extent retention is required for legal, security, backup, audit, billing, dispute-resolution, or technical reasons.
Sections that by their nature should survive will survive termination, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and provisions regarding retained Audit Records, aggregated data, and legally required retention.
15. Warranties and Disclaimers
Constellation warrants that it will provide the Services in a professional and workmanlike manner materially consistent with the documentation.
Except for the express warranty above, the Services, Output, Audit Records, Free Services, and all related materials are provided “as is” and “as available.” To the maximum extent permitted by law, Constellation disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranties arising from course of dealing or trade usage.
Constellation does not warrant that the Services will be uninterrupted, error-free, secure, or compatible with all systems; that any content will be preserved without loss; or that Output or third-party model results will be accurate, reliable, lawful, or suitable for Customer’s needs.
16. Indemnification
Customer will defend, indemnify, and hold harmless Constellation, its affiliates, and their personnel from and against any third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Customer Content; (b) Customer’s or its users’ use of the Services in violation of this Agreement, applicable law, or third-party rights; (c) Customer’s products, services, or decisions that rely on Output; or (d) Customer’s breach of its obligations regarding notices, consent, legal basis, or data protection compliance.
Constellation will promptly notify Customer of any indemnified claim, permit Customer to control the defense and settlement, and reasonably cooperate at Customer’s expense. Customer may not settle any claim in a manner that admits fault of or imposes obligations on Constellation without Constellation’s prior written consent, not to be unreasonably withheld.
17. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business interruption, or loss or corruption of data, arising out of or relating to this Agreement, even if advised of the possibility of those damages.
To the maximum extent permitted by law, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the amounts paid or payable by Customer to Constellation under this Agreement during the 12 months before the event giving rise to the claim. For Free Services, Constellation’s aggregate liability will not exceed $100.
The exclusions and limits in this section do not apply to: (i) Customer’s payment obligations; (ii) Customer’s indemnification obligations; (iii) either party’s gross negligence, willful misconduct, or fraud to the extent such liability cannot be limited under applicable law; or (iv) liability that cannot be excluded or limited under applicable law.
18. Export, Sanctions, and Compliance
Customer will comply with all applicable export control, sanctions, anti-corruption, and trade laws in connection with its use of the Services. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade sanctions that would prohibit the Services, and is not identified on any applicable restricted-party list.
Customer must not use or permit use of the Services in any manner that would cause Constellation or any Third-Party Provider to violate applicable export or sanctions laws.
19. Governing Law; Dispute Resolution
This Agreement is governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict-of-laws rules.
Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Kent County, Delaware, and each party consents to those courts’ personal jurisdiction and venue.
Nothing in this Agreement excludes or limits any mandatory consumer protection rights or non-waivable rights that apply under the law of Customer’s habitual residence or place of establishment, including mandatory protections under applicable laws of the European Union, United Kingdom, or Switzerland to the extent applicable.
If Customer is a consumer resident in the European Economic Area, United Kingdom, or Switzerland, Customer may also have the right to bring proceedings in the courts of its country of residence and to rely on mandatory local consumer protections.
20. Changes to the Services and Agreement
Constellation may modify the Services from time to time, including supported model providers, features, security controls, or technical requirements. Constellation may also modify this Agreement by posting an updated version or otherwise notifying Customer.
Changes will become effective on the stated effective date. If a change materially adversely affects Customer and Customer does not agree, Customer must stop using the Services and, if Customer is on a paid subscription, may terminate the affected subscription before the next renewal by notice to Constellation. Customer’s continued use after the effective date constitutes acceptance of the updated Agreement.
21. Notices
Constellation may provide notices under this Agreement by email to Customer’s account email, through the Services, or by posting on its website. Customer will send legal notices to legal@constellationgate.ai and, if required by Constellation, to 2140 S Dupont Hwy, Camden, Delaware 19934.
Email notices are deemed received when sent, unless the sender receives an error message indicating non-delivery. Notices by posting or in-product message are deemed received on posting.
22. General
Customer may not assign or transfer this Agreement without Constellation’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement. Any prohibited assignment is void. Constellation may assign this Agreement in connection with a merger, reorganization, affiliate transfer, or sale of substantially all assets.
If any provision of this Agreement is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.
Failure to enforce any provision is not a waiver.
This Agreement is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements on that subject matter, except for any order form, Data Processing Agreement, or other express written addendum.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
23. Contact Information
Questions about this Agreement may be sent to support@constellationgate.ai.