GateRouter Service Agreement

    Updated as of March 13, 2026

    BEFORE ACCESSING OR USING ANY OF THE GATEROUTER SERVICES, YOU MUST READ THIS GATEROUTER SERVICE AGREEMENT IN ITS ENTIRETY CAREFULLY.

    This GateRouter Service Agreement (this "Agreement") and the terms herein govern your use of the GateRouter Services (as defined below) and related services. This Agreement is entered into by and between you (the "User" or "you", "your" or the "Participant") and Gate (hereinafter also referred to as "Gate", "us", "we", or the "Platform") and is legally binding upon you and Gate. By accessing and using our GateRouter Services, you will be deemed to have fully read, understood and agreed to the terms and conditions contemplated hereof.

    We reserve the unilateral right, at our sole and absolute discretion, to amend, revise, modify, and/or update this Agreement and the terms, conditions, and specific features of any GateRouter Service (including, without limitation, any procedural or substantive matters) from time to time and without prior notice to you. Any such amendments or modifications shall be made in accordance with prevailing industry practices, operational requirements, and in response to feedback, technological developments, or strategic realignment, and shall become effective immediately upon being posted on the Site (available at https://www.gaterouter.ai/, the "Site"). You are responsible for regularly reviewing the relevant pages of the Site to confirm the latest version of this Agreement. We may, but are not obligated to, notify you of updates to this Agreement by email or by posting an announcement on the Site. Your access to or continued use of the Site and/or any function of the GateRouter Services shall constitute your acceptance of such amendments or modifications. If you do not agree with any such amendments or modifications, you must immediately cease using or accessing the Site, terminate your Account, and discontinue use of the relevant services.

    1 TERMS AND DEFINITIONS

    (a) "Applicable Laws" means any applicable common law, principles of equity, and laws made by a government or relevant authority or judicial body, including regulations, rules, decrees, court judgments, arbitral awards, office directives, requests, policies, codes, circulars, guidelines or other instruments (whether or not having the force of law), and consolidations, amendments, re-enactments or replacements of any of them from time to time. These include anti-money laundering, anti-bribery, anti-terrorist financing, Sanctions, data privacy, tax and consumer protection laws (as applicable).

    (b) "Account" means all accounts registered, applied for and opened with Gate (which is available at https://www.gate.com/zh/about-us) and/or on the Site under your name, including any associated credentials, preferences, and usage history.

    (c) "AI Models" means the third-party artificial intelligence models accessible through the GateRouter Services, which are developed, hosted, and operated by AI Model Providers. The list of available AI Models may be expanded, modified, or reduced at Gate's sole discretion, without prior notice to or consent from Users. Gate does not guarantee the availability of any specific AI Model at any time. AI Models may become unavailable due to technical issues, provider policy changes, service discontinuation, or other reasons beyond Gate's control.

    (d) "AI Model Cost" means the cost charged by the applicable AI Model Provider based on actual Token usage for processing a Prompt and generating an Output.

    (e) "AI Model Providers" means the external organizations that develop, host, and operate AI Models accessible through the GateRouter Services, including but not limited to providers such as AWS Bedrock, Azure OpenAI, Google Vertex AI, OpenAI, OpenRouter, Grok and others as may be integrated from time to time at Gate's sole discretion, without prior notice to or consent from Users. For the avoidance of doubt, Gate is not an AI Model Provider.

    (f) "Digital Asset" means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.

    (g) "GateRouter Services" means the AI intermediary routing services provided by Gate through the Platform, which enable Users to submit Prompts to AI Model Providers and receive Outputs, together with any related features, tools, and functionalities made available by Gate from time to time.

    (h) "Loss" means any and all liabilities, damages, claims, demands, lawsuits, judgments, penalties, fines, settlements, and expenses of any kind or nature, whether direct or indirect, actual or consequential, including but not limited to reasonable attorneys' fees and expenses, court costs, costs of investigation, and other out-of-pocket expenses incurred in connection with or arising from any of the foregoing (collectively, "Losses").

    (i) "Output" means any content, text, code, data, or other material generated by an AI Model in response to a Prompt and returned to the User via the GateRouter Services. The nature, accuracy, completeness, and reliability of Outputs are not guaranteed by Gate. Ownership rights in and use of Outputs are subject to the terms and conditions of the applicable AI Model Provider.

    (j) "Platform Fee" means the fee charged by Gate for the provision of routing, infrastructure, and platform services in connection with the GateRouter Services, which is in addition to the AI Model Cost. The Platform Fee, together with the applicable AI Model Cost, constitutes the total fee payable by the User for each query.

    (k) "Prompt" means any input, query, instruction, or data submitted by a User to the GateRouter Services for processing by an AI Model.

    (l) "Restricted Locations" means any regions subject to applicable sanctions, embargoes, or other legal restrictions that prohibit or restrict access to or use of the GateRouter Services.

    (m) "Smart Memory" means the optional feature that, when enabled by the User, allows the GateRouter Services to store Prompt and Output history for the purpose of providing contextual continuity across sessions. When Smart Memory is not enabled, the GateRouter Services do not store or retain the content of Prompts or Outputs beyond what is necessary for immediate processing. For the avoidance of doubt, only Prompt content is transmitted to AI Model Providers for processing; no User account information is disclosed to any AI Model Provider.

    (n) "Tax" means any and all federal, state, local or foreign taxes, fees, levies, imposts, and other similar charges (together with any and all interest, penalties and additions to tax) imposed, assessed or collected by any governmental authority responsible for the collection or enforcement of taxes.

    (o) "Third Party Services" means the products, services, infrastructure, or systems provided by third parties in connection with the GateRouter Services, including but not limited to services provided by AI Model Providers.

    (p) "Tokens" means the units of text processing used by AI Models to measure computational usage, which serve as the basis for billing. For the avoidance of doubt, Tokens as used in this Agreement refer exclusively to AI computational units and not to any cryptocurrency or digital asset token.

    (q) "Trigger Event" means any of the events specified under Clause 3.1 of this Agreement that entitles Gate to suspend, terminate, or take protective actions in respect of the User's Account.

    (r) "User Content" means, collectively, all Prompts submitted by you and all Outputs received by you through the GateRouter Services, together with any data or information derived therefrom.

    2 GATEROUTER SERVICES

    2.1 GateRouter Services

    (a) The GateRouter Services operate as a technology intermediary platform that enables Users to submit Prompts and receive Outputs generated by AI Models provided by AI Model Providers. The Platform routes User Prompts to an AI Model and returns the resulting Output to the User. Gate does not review, modify, curate, or control the content of any Output generated by AI Models. The routing of Prompts is performed in accordance with the following:

    • (i) where the User enables automatic routing, the Platform will determine and route the Prompt to the AI Model it considers most suitable at its sole discretion, and the User shall have no right to reject or override such determination; and
    • (ii) where the User disables automatic routing and designates a specific AI Model, the Platform will route the Prompt to the AI Model selected by the User, provided that such AI Model is available on the Platform at the time of submission.

    (b) Gate is not an AI Model Provider. Gate does not itself develop, train, host, or operate any AI Models and does not generate any Outputs. All Outputs are produced solely by the applicable AI Model Provider. Gate does not guarantee the accuracy, completeness, reliability, suitability, or fitness for any particular purpose of any Output. The list of available AI Models may be expanded, modified, or reduced at Gate's sole discretion and without prior notice. Gate does not guarantee the availability of any specific AI Model at any time.

    (c) The GateRouter Services may support automated usage, including access by software agents or bots. All automated usage is subject to the same billing, acceptable use, and other provisions of this Agreement as manual usage, and Users are solely responsible for all usage generated through automated systems connected to their Accounts. Gate may offer API access or other integration methods from time to time. To maintain system stability and prevent abuse, Gate may implement reasonable technical safeguards, including rate limits, usage caps, or other restrictions on automated usage. Gate may also suspend or restrict automated usage where it reasonably determines that such usage may create excessive system load, security risks, billing anomalies, or other disruptions to the Platform.

    (d) The GateRouter Services are dependent on the availability of third-party AI Model Providers and other third-party infrastructure. Gate will use commercially reasonable efforts to maintain the availability and stability of the Platform, but does not guarantee that the GateRouter Services, any AI Model, or any Output will be uninterrupted, error-free, continuously available, or free from delays caused by third-party service providers. Gate shall not be liable for any interruption, delay, degradation of performance, or unavailability of the GateRouter Services caused by any AI Model Provider or other third-party service provider.

    2.2 Eligibility

    (a) To access the GateRouter Services, you must create an Account and provide accurate, current, and complete registration information. You agree to update such information promptly to keep it accurate. Gate reserves the right to refuse registration, suspend, or terminate any Account at its sole discretion, including for breach of this Agreement.

    (b) You must be at least 13 years of age to use the GateRouter Services. If you are under 18 years of age or under the age of legal majority in your jurisdiction (whichever is higher), you must have the consent of your parent or legal guardian to use the GateRouter Services. By creating an Account, you represent and warrant that: (i) you are at least 13 years of age; (ii) if you are under 18 years of age or under the age of legal majority in your jurisdiction, your parent or legal guardian has consented to your use of the GateRouter Services and has read and agreed to this Agreement on your behalf; and (iii) your use of the GateRouter Services is in compliance with all applicable laws and regulations. The parent or legal guardian who consents to the minor's use of the GateRouter Services agrees to be bound by this Agreement and shall be responsible for all activities conducted under the minor's Account.

    (c) You are responsible for ensuring that your use of the Platform and the GateRouter Services complies with applicable laws. We reserve the right to determine, based on applicable laws and at our sole discretion, whether to make all or part of the GateRouter Services available in a particular market or region. For Users located in, or who are residents or nationals of, Restricted Locations, we may restrict or prohibit the use of all or part of the GateRouter Services. Users accessing the GateRouter Services from Restricted Locations may be blocked from accessing the Platform.

    2.3 Account

    (a) To use the GateRouter Services, you may register and bind your Account through a Gate account, email address, or cryptocurrency wallet. You are responsible for ensuring that the registration method and associated information you provide are accurate and up to date. Each User may only maintain one Account unless otherwise approved by Gate.

    (b) The User is solely responsible for maintaining the confidentiality and security of all credentials, passwords, and devices used to access the Account. Any access or transaction conducted through the correct use of such credentials shall be deemed duly authorised by the User. Gate shall not be liable for any loss, damage, or unauthorised transaction arising from the User's failure to maintain adequate security measures, or from any unauthorised access, use, or disclosure of credentials, whether or not resulting from the User's negligence.

    2.4 Fees and Billing

    A. Fee Structure

    (a) The GateRouter Services operate on a pay-as-you-go basis. There is no minimum charge, prepaid balance, or subscription requirement for the use of the GateRouter Services.

    (b) Fees for the use of the GateRouter Services consist of two components: (i) the AI Model Cost, which reflects the cost charged by the applicable AI Model Provider based on actual Token usage; and (ii) the Platform Fee charged by Gate for the provision of routing, infrastructure, and platform services. The AI Model Cost together with the Platform Fee constitutes the total fee payable by the User for each query. AI Model Cost may change from time to time based on pricing adjustments made by AI Model Providers. Gate may update the Platform Fee or overall pricing structure accordingly.

    (c) Billing under the GateRouter Services shall be calculated based on actual Token usage as reported by the applicable AI Model Provider upon completion of each query. Token usage data reported by the applicable AI Model Provider shall be deemed final and binding for billing purposes, and Gate has no obligation to independently verify or audit such usage data. The actual charge may differ from any pre-submission estimate, if any. By submitting a Prompt, you acknowledge and agree to be charged based on the actual Token usage as determined by the Platform, and you acknowledge that the final billing amount as determined by the Platform shall be prima facie evidence of the amount payable.

    (d) All charges will only be deducted after the Platform has received the completed Output from the applicable AI Model Provider. No fees will be charged for any query where the applicable AI Model Provider has not commenced processing of the Prompt. Where an AI Model Provider has commenced processing but an Output is not successfully returned to the User due to technical failure, interruption, or other circumstances beyond Gate's reasonable control, Gate may determine, acting reasonably, whether any fees remain payable, taking into account the costs incurred by Gate or the applicable AI Model Provider.

    B. Payment Methods and Currency

    (a) All fees under the GateRouter Services are denominated and settled in USDT. Gate reserves the right to support additional cryptocurrencies, blockchain networks, or fiat currencies in the future, subject to applicable laws and regulations in the User's jurisdiction.

    (b) The Platform currently supports the following payment methods: Gate Pay, cryptocurrency wallet, and credit card. Gate reserves the right to modify, add, or remove available payment methods at any time without prior notice.

    (c) Upon completion of each query, the applicable fee will be automatically deducted from the User's designated payment method. The User is responsible for ensuring that sufficient funds are available in the designated payment method at the time of each transaction. If insufficient funds are available, Gate reserves the right to reject the Prompt submission or suspend access to the GateRouter Services until the outstanding balance is settled. Gate may also suspend or restrict further use of the GateRouter Services until outstanding amounts are settled.

    C. Usage Records and Billing Disputes

    (a) Gate retains comprehensive usage logs, including Token usage records and billing-related information, for the purpose of billing verification, dispute resolution, and compliance with applicable laws.

    (b) If you believe that a charge is incorrect, you may submit a billing dispute through Gate's designated support channel at support@gate.com within sixty (60) days of the relevant charge. All disputes will be reviewed on a case-by-case basis through manual review. Gate will use commercially reasonable efforts to review and respond to billing disputes within a reasonable timeframe.

    (c) Refunds, if any, are at the sole discretion of Gate and will be determined on a case-by-case basis following investigation. Gate does not guarantee refunds for any billing dispute. Any refund approved by Gate will be credited to the User's original payment method.

    (d) Gate reserves the right to suspend or limit access to the GateRouter Services where it reasonably believes that usage patterns indicate abnormal billing activity, automated abuse, or other activity that may result in excessive or unintended charges.

    2.5 AI Generated Content Disclaimer

    A. Nature of Outputs

    (a) All Outputs provided through the GateRouter Services are generated solely by third-party AI Models and not by Gate. Gate does not develop, train, host, control, or influence the content of any Output.

    (b) You acknowledge and agree that:

    • (i) Outputs may not always be accurate, complete, current, or reliable, and may contain material inaccuracies, errors, biases, or hallucinations, even if they appear accurate due to their level of detail or specificity;
    • (ii) Outputs should not be relied upon as a sole source of truth or factual information, or as a substitute for professional advice of any kind, including but not limited to investment, legal, medical, financial, tax or other professional advice;
    • (iii) You are solely responsible for evaluating, verifying, and independently confirming the accuracy, completeness, and suitability of any Output before relying on it or taking any action based thereon;
    • (iv) Gate makes no representations or warranties regarding the accuracy, completeness, reliability, suitability, or timeliness of any Output, and expressly disclaims all liability for any errors, omissions, or inaccuracies contained therein;
    • (v) Due to the nature of artificial intelligence technology, different Users may receive similar or identical Outputs in response to similar Prompts;
    • (vi) Gate shall not be liable for any decisions, actions, losses, damages, liabilities, or expenses arising from your reliance on any Output or your use of any Output obtained through the GateRouter Services; and
    • (vii) Artificial intelligence technologies are experimental in nature and may produce unpredictable or unintended results. The GateRouter Services are provided for general informational purposes only and are not intended for mission-critical, safety-critical, or high-risk uses. You assume all risks associated with the use of Outputs generated through the GateRouter Services.

    B. Ownership of User Content

    (a) As between you and Gate, you retain any right, title, and interest that you may have in your Prompts.

    (b) Ownership rights in and use of Outputs are subject to the terms and conditions of the applicable AI Model Provider. Gate does not claim ownership of Outputs generated by AI Model Providers. Gate makes no representation or warranty that Outputs generated by AI Models are free from infringement of any third-party intellectual property rights. You are responsible for ensuring that your use of any Output complies with applicable intellectual property and other laws. You are encouraged to review the terms and conditions of the applicable AI Model Provider regarding ownership and use of Outputs.

    (c) You represent and warrant that you have all necessary rights, permissions, and lawful authority to submit any Prompt through the GateRouter Services. You shall not submit any Prompt that contains confidential information, trade secrets, personal data of third parties, or copyrighted material unless you have the legal right to disclose and use such information for processing by the applicable AI Model Provider. You acknowledge that Prompts submitted through the GateRouter Services may be transmitted to third-party AI Model Providers for processing. Gate shall not be responsible for any loss, damage, or liability arising from the submission of such content by Users. You shall indemnify and hold harmless Gate in accordance with Clause 5 of this Agreement for any Loss arising from or related to your submission of Prompts that violate the intellectual property rights, confidentiality obligations, privacy rights, or other legal rights of any third party.

    (d) By using the GateRouter Services, you grant Gate a limited, non-exclusive, worldwide, royalty-free licence to: (i) transmit, process, and store your Prompts and Outputs to the extent necessary for the purpose of providing the GateRouter Services to you, including routing Prompts to AI Model Providers and returning Outputs to you; and (ii) retain Token usage records, billing-related information and other usage data for the purposes of billing, billing verification, security, dispute resolution, and compliance with applicable laws and the terms of this Agreement. Where Smart Memory is enabled, this licence further extends to the storage of Prompt and Output history for the purpose of providing contextual continuity in accordance with this Agreement.

    2.6 Acceptable Use

    A. General Obligations

    You agree to use the GateRouter Services only for lawful purposes and in compliance with all applicable laws, regulations, and this Agreement.

    B. Prohibited Activities

    Without limiting the foregoing, you shall not use the GateRouter Services to:

    • (a) engage in, facilitate, promote, or further any illegal activities, including but not limited to activities that violate applicable sanctions, export control laws, or anti-money laundering regulations;
    • (b) develop, distribute, or deploy malicious code, malware, computer viruses, hacking tools, or any software or technology designed to disrupt, damage, or gain unauthorised access to any system, network, or data;
    • (c) generate, solicit, or distribute content that is fraudulent, deceptive, or designed to facilitate scams, phishing, social engineering, or any other form of fraud;
    • (d) infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party;
    • (e) attempt to reverse-engineer, extract model weights, or otherwise compromise the AI Models or the Platform infrastructure;
    • (f) circumvent or attempt to circumvent any access restrictions, security measures, rate limits, or usage limitations imposed by the Platform or AI Model Providers;
    • (g) use the Outputs generated through the GateRouter Services to develop, train, or improve products or services that replicate or compete with the functionality of the GateRouter Services or any AI Model accessible through the Platform; or
    • (h) use the GateRouter Services, Prompts, or Outputs to train, develop, fine-tune, benchmark, or otherwise improve any artificial intelligence model, machine learning system, or algorithm that competes with or replicates the functionality of the GateRouter Services or any AI Model accessible through the Platform, except where such use is expressly permitted by the applicable AI Model Provider.

    C. Content Moderation

    While Gate does not actively monitor or filter the content of Prompts or Outputs as a matter of course, Gate reserves the right to conduct keyword-based scanning or other automated detection measures for the purpose of identifying potential violations of the Acceptable Use provisions of this Agreement or applicable laws. You acknowledge and agree that AI Model Providers may also reject, filter, or refuse to process Prompts at their sole discretion based on their own acceptable use and content policies. Gate shall not be liable for any content filtering or moderation decisions made by AI Model Providers.

    D. Notice and Takedown

    If Gate receives a complaint, legal notice, or law enforcement request regarding any User's use of the GateRouter Services, or identifies through automated detection measures any potential violation of this Agreement or applicable laws, Gate may investigate such activity and take appropriate action, including requesting additional information from the User and suspending or terminating the relevant Account.

    E. Consequences of Violation

    (a) Gate reserves the right, at its sole discretion and without prior notice, to suspend, restrict, block, or permanently terminate your Account and access to the GateRouter Services at any time without liability to you if your use of the Platform violates this Agreement, applicable law, or the policies of any AI Model Provider.

    (b) You shall be fully liable for and shall indemnify Gate in accordance with Clause 5 of this Agreement for any and all Losses arising out of or in connection with your use of the GateRouter Services in violation of this section or applicable law.

    2.7 Third-Party Services

    A. AI Model Providers

    (a) The AI Models accessible through the GateRouter Services are provided by third-party AI Model Providers. Gate does not develop, control, host, or operate any AI Models. Gate has no control over, and assumes no responsibility for, the functionality, availability, accuracy, safety, security, or interoperability of any AI Model or any Output generated thereby.

    (b) The use and availability of the GateRouter Services is dependent on third-party AI Model Providers. Gate does not guarantee the availability, continuity, or performance of any specific AI Model. AI Models may be modified, suspended, rate-limited, or discontinued at any time by the relevant AI Model Provider, which may impact the availability or functionality of the GateRouter Services.

    (c) Your use of the GateRouter Services may be subject to the terms and conditions, acceptable use policies, and privacy policies of the applicable AI Model Providers. Gate makes no representation or warranty that the use of any AI Model through the GateRouter Services complies with the terms of service, policies, or usage restrictions of the applicable AI Model Provider. AI Model Providers may change their terms, pricing structures, acceptable use policies, or technical requirements at any time, which may affect the availability, functionality, or pricing of the GateRouter Services. Gate shall not be liable for any interruption, modification, or limitation of services resulting from such changes by AI Model Providers. Gate is not a party to and has no control over the terms imposed by AI Model Providers. You are solely responsible for reviewing and complying with such terms. Gate shall not be liable for any acts, omissions, service interruptions, content filtering decisions, or policy changes of any AI Model Provider.

    (d) Gate is not responsible for the accuracy or quality of any Output generated by AI Models nor for any reliance placed upon such Output. Gate takes no responsibility for any actions you take as a result of any Output received through the GateRouter Services or any consequences of those actions. For the avoidance of doubt, the disclaimers set out in Clause 2.5 apply equally to all Outputs received through third-party AI Model Providers.

    (e) In the event that a third-party AI Model Provider discontinues its services, modifies its terms, or becomes otherwise unavailable, Gate shall have no obligation to provide a substitute AI Model, though it may, at its sole discretion, endeavour to provide alternative AI Models or routing options on a commercially reasonable basis.

    B. Other Third-Party Services

    (a) Any links to third-party websites or services appearing in the GateRouter Services do not mean that Gate endorses any products, services, information, or disclaimers provided therein, and Gate does not guarantee the accuracy of the information contained therein. Gate shall not be liable for any losses caused by your use of such third-party products and services. Gate has no control over the terms of service or privacy policies of any third-party websites. By accessing any third-party websites through the GateRouter Services, you acknowledge and agree that your use of such third-party websites is subject to their respective terms of service and privacy policies, as amended from time to time.

    (b) Gate and each third-party service provider are independent legal entities. This Agreement shall not constitute any form of agency, partnership, or cooperative relationship between the parties. Gate and each third-party service provider shall be responsible for their respective claims, debts, and disputes arising from the performance of their respective contracts and agreements.

    2.8 Data Processing

    A. Prompt Transmission

    (a) When you submit a Prompt through the GateRouter Services, the content of your Prompt will be transmitted to the applicable third-party AI Model Provider for processing. Only the Prompt content is transmitted to the AI Model Provider; your Account information (such as username, email address, or other personally identifiable account data) is not shared with AI Model Providers. You acknowledge and agree that such transmission may involve the transfer of data across international borders and by third-party service providers. The processing of your Prompt by the applicable AI Model Provider will be governed by such AI Model Provider's own privacy policy and subject to the laws of the jurisdiction in which such AI Model Provider operates.

    (b) You acknowledge that your Prompts may contain personal data or sensitive information at your discretion. You are solely responsible for the content of your Prompts, including any personal data or sensitive information contained therein, and for ensuring that your submission of any personal data complies with all applicable data protection and privacy laws.

    (c) Gate is not responsible for how AI Model Providers process, store, or use Prompts once transmitted to them, and Users are encouraged to review the privacy policies of the relevant AI Model Providers.

    B. Smart Memory and Data Storage

    (a) The GateRouter Services offer an optional intelligent memory feature ("Smart Memory"). When Smart Memory is not enabled, the Platform does not store or retain the content of your Prompts or Outputs beyond what is necessary for immediate processing.

    (b) If you choose to enable Smart Memory, the Platform will store your Prompt and Output history to provide contextual continuity across sessions. Stored data under Smart Memory will be retained for a period of up to seven (7) years from the date of storage, for the purposes of providing contextual continuity, compliance with applicable laws relating to potential litigation time limits and audit requirements, and dispute resolution. After such period, the data will be deleted in accordance with our data retention policies, unless a longer retention period is required by applicable law.

    (c) You may disable Smart Memory at any time, after which no further Prompt or Output data will be stored for contextual continuity purposes. You may also submit a request to delete your stored Prompt and Output history through Gate's designated support channels. Gate will process such deletion requests within thirty (30) days, provided that Gate may retain data to the extent necessary: (i) to resolve any pending billing disputes; (ii) to comply with applicable legal obligations; or (iii) as required in connection with any ongoing legal proceedings or investigations.

    C. Usage Data Retention

    Notwithstanding the foregoing, Gate may store and retain certain usage data, including Token usage records and billing-related information, for the purposes of billing, billing verification, security, dispute resolution, compliance with applicable laws, and enforcement of this Agreement. Such data will be retained in accordance with Gate's internal data retention policies and applicable data retention requirements under applicable laws.

    D. No Content Monitoring

    Even when Smart Memory is enabled, Gate does not actively monitor, review, or filter the content of your Prompts or Outputs for general purposes, except as permitted under the Acceptable Use provisions of this Agreement, as may be required by applicable law or legal process.

    3 TERMINATION

    3.1 Trigger Event

    A "Trigger Event" shall be deemed to occur if:

    • (a) any representation, warranty, agreement or undertaking made by you to Gate (whether under or in connection with this Agreement or otherwise) or any other material statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Gate of the true position as soon as reasonably practicable;
    • (b) you have failed to comply with or perform any of your obligations contemplated in this Agreement, whether in respect of your Account, use of the GateRouter Services, or otherwise, and/or you have failed to comply with or perform any obligation under any other agreement with Gate relating to services provided by Gate to you (including without limitation your failure to make, when due, any payment required to be made by you under this Agreement or otherwise);
    • (c) you fail to promptly provide Gate with any documentation or information requested by Gate for the purposes of identity verification or compliance with applicable laws;
    • (d) you become insolvent, bankrupt, or are otherwise unable to meet your payment obligations as and when they fall due, or any analogous proceedings are commenced against you or the entity on whose behalf you are acting;
    • (e) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected criminal conduct or misuse of the GateRouter Services), you have breached applicable laws, or steps are taken by any person to enforce any security interest against you;
    • (f) you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;
    • (g) Gate has reasonable concerns in relation to the verification of your identity or the legitimacy of your use of the GateRouter Services (including, without limitation, any verification of your place of residence or place(s) from which you are accessing the GateRouter Services);
    • (h) Gate determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of Gate;
    • (i) Gate is unable to contact you using the contact information provided in your Account registration within a reasonable time after repeated attempts, where such contact is reasonably required in connection with a suspected Trigger Event;
    • (j) Gate forms the view, in good faith, that it should take action in order to preserve its rights or interests under any Accounts or under its relationship with you;
    • (k) Gate reasonably believes that any of the circumstances set out under Clause 3.1(a) to 3.1(j) above are likely to happen and Gate also reasonably believes that any action described in Clause 3.2 below is necessary, desirable or expedient to protect its interests or the interests of Gate's other clients;
    • (l) a manifest error, being any error, omission, or misquote — whether arising from Gate or any third-party engaged by Gate — that is manifest or palpable, including any error in Token usage calculations, Platform Fee rates, or billing amounts taking into account the fees published on the Platform at the relevant time, any technical error in the billing or fee deduction system of the Platform, or any error of any information, source, or system output;
    • (m) a credible allegation of fraud, misconduct, embezzlement, money laundering, or other material illegality, breach of regulation or impropriety is made against you (whether by Gate or a third party) or Gate otherwise reasonably believes that you have used the GateRouter Services with improper intent, which Gate, acting in good faith and a commercially reasonable manner, believes could reasonably result in reputational harm to Gate or result in losses being sustained by other users; or
    • (n) Gate reasonably determines, including through its automated detection measures, that you have used or are using the GateRouter Services in violation of the Acceptable Use provisions set out in Clause 2.6 of this Agreement, including but not limited to engaging in illegal activities, deploying malicious code, or generating fraudulent content through the GateRouter Services.

    3.2 Our Rights

    (a) Without prejudice to any other right of Gate hereunder or otherwise at law, in the event a Trigger Event has occurred, Gate may (but is not obliged to) immediately or any time thereafter whilst your default of this Agreement is continuing, do any one or more of the following without prior notice:

    • (i) suspend (temporarily, indefinitely or otherwise), cancel, or terminate any Account, any GateRouter Services provided to you and/or Gate's broader relationship with you, or prohibit you from opening any Account, and/or accelerate any and all of your outstanding liabilities to Gate (including any and all fees and charges owed by you to Gate in respect of Token usage and Platform Fees) so that they shall become immediately due and payable;
    • (ii) restrict, suspend, or disable your access to any payment method, balance, or billing functionality associated with your Account;
    • (iii) do or omit to do anything which Gate reasonably believes to be necessary, desirable or expedient to protect Gate or its other clients, including but not limited to terminating the routing of Prompts on your behalf or disabling your access to specific AI Models; and/or
    • (iv) exercise such other authority and powers that may have been conferred upon Gate by this Agreement.

    (b) To the extent permitted under applicable laws, you will be responsible for the reasonable costs and expenses of collection of any unpaid fees or charges in respect of your Account, including but not limited to legal counsel's fees incurred and payable or paid by Gate, and shall be responsible for any other reasonable costs and expenses incurred by Gate in exercising any of its rights under this Clause 3.2 in relation to any Trigger Event.

    (c) You understand and agree that, to the maximum extent permitted by law, Gate shall not be liable to you for any losses caused by the exercise of its rights under this Clause 3.2.

    4 REPRESENTATIONS AND WARRANTIES

    4.1 Acknowledgement

    (a) You acknowledge that the GateRouter Services operate as an AI intermediary routing platform and that all Outputs are generated solely by third-party AI Model Providers. Gate does not develop, control, or guarantee the accuracy, completeness, or reliability of any Output. You acknowledge, understand and agree that your use of the GateRouter Services and any reliance on Outputs is entirely at your own risk, and you agree that you will in no manner hold Gate responsible for any losses howsoever incurred by you arising from your use of or reliance on any Output, under or in connection with this Agreement, the GateRouter Services or otherwise.

    (b) In addition and without prejudice to any other right or remedy which Gate may have under this Agreement, applicable laws or otherwise, so long as Gate acts in good faith, it shall not be liable to you in any respect for any loss suffered by you, including, without limitation, any loss resulting from the inaccuracy, incompleteness, or unreliability of any Output, from the default, insolvency or analogous proceedings of, or action or inaction by, any AI Model Provider or other intermediary (including wrongful or unlawful action or inaction), or howsoever otherwise suffered and/or incurred by you under or in connection with this Agreement, the GateRouter Services. Notwithstanding the foregoing, Gate shall only be liable to you if Gate is proven to have been fraudulent or to have acted in wilful default.

    (c) Without prejudice to the generality of the foregoing, Gate shall not in any event be liable to you for any indirect or consequential loss, or for any anticipated profits or punitive damages.

    4.2 Your Representations and Warranties

    You represent, warrant, agree and undertake that:

    • (a) you have full capacity and authority, or, if you are a minor as defined under Clause 2.2(b) of this Agreement, your parent or legal guardian has provided the necessary consent on your behalf and has the full capacity and authority, and you, or where applicable, your parent or legal guardian, have obtained (and will maintain) and are in compliance with all necessary authorisations, consents, licences or approvals (whether under applicable laws or otherwise) required to: (i) accept and agree to the terms of this Agreement; (ii) receive and/or use the GateRouter Services; and (iii) open, maintain and/or continue to maintain an Account with Gate.
    • (b) you have made your own independent decisions to accept the terms of this Agreement, open and maintain an Account, and to access and use the GateRouter Services, based on your own judgment and advice from advisers as you deem necessary. You acknowledge that Gate does not provide investment, legal, financial, or any other professional advice through the GateRouter Services, and you are not relying on any communication (whether written or oral) from Gate as advice of any kind or as a recommendation to use the GateRouter Services for any particular purpose;
    • (c) you have read and understood all the terms and conditions of this Agreement and on relevant pages of the Site and accept the conditions and limitations for each and every service available to you in connection with the GateRouter Services;
    • (d) you are not subject to any law, regulation, or obligation that prohibits you from establishing a relationship with Gate and/or accessing the GateRouter Services, and you shall promptly notify Gate if you become subject to any such prohibition;
    • (e) you shall comply with all applicable laws and regulations and cease to access any GateRouter Services where such compliance becomes impossible;
    • (f) you do not reside in any Restricted Locations, or in any other jurisdictions in which Gate has restricted the offering of GateRouter Services provided under this Agreement;
    • (g) unless you specifically notify Gate and Gate agrees, no person other than you is authorised to access or use your Account or the GateRouter Services on your behalf;
    • (h) your use of the GateRouter Services, including each Prompt submitted by you, is solely and exclusively based on your own judgment and after your own independent assessment of the suitability of the GateRouter Services for your intended purpose;
    • (i) any person(s) empowered to act on your behalf have been duly authorised;
    • (j) you have complied and shall comply with all applicable laws in all jurisdictions relevant to your Account or your use of any GateRouter Services or other service or facility provided or made available by Gate to you;
    • (k) all information and/or documents provided by you or on your behalf to Gate in connection with the services contemplated under this Agreement are true, accurate, complete and not misleading in any and all respects, and nothing has been concealed from Gate which may have a material bearing on Gate's decision to provide or continue to provide any of the services under this Agreement; and
    • (l) you shall not knowingly or recklessly permit the use of the GateRouter Services or your Account in a manner which is liable to bring Gate into disrepute or degrade the good name of Gate, and you shall not knowingly or recklessly act in a manner substantially detrimental to the interests or welfare of Gate or any of its other users, including but not limited to using the GateRouter Services to engage in any activity that violates applicable laws or the Acceptable Use provisions of this Agreement.

    The above representations, warranties, agreements and undertakings shall be deemed repeated whenever you access and/or use the GateRouter Services.

    4.3 Separate Warranties

    Each warranty and representation in this Agreement is construed independently and is not limited by reference to another warranty or representation.

    4.4 Reliance on Representations

    You acknowledge and agree that Gate provides the GateRouter Services to you in reliance on the warranties, representations and undertakings provided hereof.

    5 INDEMNITY

    In addition and without prejudice to any other right or remedy of Gate under applicable laws or otherwise (but without duplication), you hereby agree to release Gate and its affiliates from liability for any and all losses, and you hereby agree to at all times defend, indemnify, keep indemnified and hold Gate and its affiliates and any of its and their directors, officers, employees, service providers, and agents harmless from and against any and all loss suffered or incurred by Gate which arises (whether directly or indirectly) out of, in the course of or in connection with:

    • (a) any breach of terms, representations or warranties or any failure by you to comply with any provision of this Agreement or applicable laws;
    • (b) Gate acting in accordance with your instructions or routing your Prompts to AI Model Providers in any manner permitted under this Agreement;
    • (c) your violation of any laws or regulations of applicable jurisdiction(s) or the rights of any third party, including but not limited to any intellectual property infringement, defamation, or privacy violation arising from the content of your Prompts or your use of any Output, and/or the actions or inactions of any third party to whom you may grant permission to use your Account or access the GateRouter Services on your behalf;
    • (d) any changes in any applicable laws that impact the provision of the GateRouter Services to you (or use thereof); and/or
    • (e) any act or thing done or caused to be done by Gate in connection with or referable to this Agreement or your Account.

    You shall further indemnify, keep indemnified and hold harmless Gate and any of its directors, officers, employees, service providers, and agents for any and all expenses, costs and legal fees (on a full indemnity basis) incurred, including but not limited to expenses, costs and legal fees incurred for producing records and information, or payment made (whether such payment is or was or is to be made in settlement of any proceedings or in connection with any ruling, judgment, order or award) by any of them in connection with any investigations or proceedings (whether legal, regulatory, arbitration or other proceedings) brought against it in connection with any of the foregoing sub-clauses of this Clause 5. You shall provide any and all reasonable assistance to Gate in connection with such investigations or proceedings.

    6 RETENTION OF YOUR PERSONAL INFORMATION

    (a) You understand and agree that we may retain and store your personal information and relevant data collected during your use of the GateRouter Services and in connection with your Account, including but not limited to your Account registration information (including email address and cryptocurrency wallet address), Token usage records, billing and payment records, Prompt and Output history (where Smart Memory is enabled), and usage logs. Such records, in particular billing and payment records and Account registration information, shall be retained for a period of no less than 7 years from the date of collection or the closure of your Account, whichever is later, as required: (i) in accordance with Gate's internal data protection rules and policies; (ii) to comply with all applicable laws, including data protection, anti-money laundering, and other regulatory obligations; (iii) for the purpose of compliance with any accounting or reporting obligations; or (iv) for the purpose of any dispute resolution, for as long as required under such laws or as necessary for such purposes, or such prescribed period of time after the closure of your Account. For the avoidance of doubt, the retention period applicable to Prompt and Output history stored under the Smart Memory feature is calculated separately from the date of storage of each record, as further set out in Clause 6(c) below.

    (b) Content that you submit through the GateRouter Services or post on our Site, such as support desk comments and other text-based content, may be retained after the termination of this Agreement for audit and fraud prevention purposes (e.g. to prevent a known fraudulent actor from opening a new Account).

    (c) Where you have enabled the Smart Memory feature, your Prompt and Output history will be retained for a period of seven (7) years from the date of storage, for the purposes of providing contextual continuity, compliance with applicable laws relating to potential litigation time limits and audit requirements, and dispute resolution, as further set out in Clause 2.8(B) of this Agreement. After such period, the data will be deleted in accordance with our data retention policies, unless a longer retention period is required by applicable law.

    (d) You may disable Smart Memory at any time, after which no further Prompt or Output data will be stored for contextual continuity purposes. You may also submit a request to delete your stored Prompt and Output history through Gate's designated support channels. Gate will process such deletion requests within thirty (30) days, provided that Gate may retain data to the extent necessary: (i) to resolve any pending billing disputes; (ii) to comply with applicable legal obligations; or (iii) as required in connection with any ongoing legal proceedings or investigations.

    (e) Data Subject Rights. You may have the right, under applicable data protection laws, to request access to, correction of, or deletion of your personal information held by Gate, or to exercise any other data subject rights available to you in your jurisdiction. Requests to exercise such rights will be assessed on a case-by-case basis, having regard to Gate's legal obligations, any overriding legitimate interests, and the specific circumstances of each request. To submit a request or for further information regarding your data subject rights and how Gate handles personal information, please contact Gate's Data Protection Officer at dpo@gate.com. Gate will endeavour to respond to all verified requests within a reasonable timeframe in accordance with applicable laws.

    7 LIMITATION OF LIABILITIES AND DISCLAIMER

    (a) YOU EXPRESSLY AGREE THAT YOUR USE OR NON-USE OF THE GATEROUTER SERVICES AND RELATED SERVICES ARE AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY UNDER THIS AGREEMENT, ALL PRODUCTS AND SERVICES PROVIDED TO YOU THROUGH THE GATEROUTER SERVICES ARE STRICTLY OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND GATE AND ITS AFFILIATES OR ITS SERVICE PROVIDERS OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, NO ERRORS OR OMISSIONS, CONTINUITY, ACCURACY, OR RELIABILITY OF THE GATEROUTER SERVICES. IN PARTICULAR, GATE MAKES NO WARRANTY THAT ANY OUTPUT GENERATED THROUGH THE GATEROUTER SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE FROM ERRORS, BIASES, OR HALLUCINATIONS. ALL OUTPUTS ARE GENERATED SOLELY BY THIRD-PARTY AI MODEL PROVIDERS AND ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY OF ANY KIND. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. GATE DOES NOT MAKE ANY UNDERTAKINGS AND WARRANTIES FOR THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR TIMELINESS OF THE TECHNOLOGY AND INFORMATION IN CONNECTION WITH THE GATEROUTER SERVICES OR OTHER SERVICES PROVIDED BY GATE.

    (b) NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY GROSS NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW OR REGULATIONS.

    (c) TO THE MAXIMUM EXTENT PERMITTED BY LAW, GATE SHALL NOT BE LIABLE FOR ANY CLAIM, APPLICATION, LOSS, INJURY, DELAY, ACCIDENT, COST, BUSINESS INTERRUPTION COSTS, OR ANY OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES OR THE COSTS OF ANY CLAIM OR SUIT), NOR FOR ANY INCIDENTAL, DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL LOSSES (COLLECTIVELY, REFERRED TO HEREIN AS "LOSSES") OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE GATEROUTER SERVICES OR FROM THE USE OF OR INABILITY TO USE THE GATEROUTER SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES ARISING FROM YOUR RELIANCE ON ANY OUTPUT GENERATED THROUGH THE GATEROUTER SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GATE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

    (d) WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES, INCLUDING BUT NOT LIMITED TO ANY AI MODEL PROVIDERS. NOTHING HEREIN NOR ANY USE OF THE GATEROUTER SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.

    (e) You agree and accept that if the Platform cannot function properly or the GateRouter Services are interrupted arising from the following conditions, such that you are unable to use the GateRouter Services or cannot submit Prompts or receive Outputs, including but not limited to failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, Gate and its affiliates shall not be liable for any losses. These circumstances include but are not limited to:

    • (i) Service suspension for maintenance;
    • (ii) Hacker attack(s) on Gate for purposes including but not limited to stealing user account passwords, API key(s), payment credentials, and other information, that result in losses caused by illegal access to user accounts and/or unauthorised use of the GateRouter Services;
    • (iii) System failure to transmit data as a result of telecom equipment failures;
    • (iv) Force Majeure events or accidents, such as but not limited to typhoons, earthquakes, tsunamis, flooding, plagues, epidemics, power outage, war, turmoil, government actions, terrorist attacks and any other events that may lead to the suspension of Gate and/or its Services;
    • (v) Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrades, payment processing issues, temporary closure arising from government regulations and any other reasons;
    • (vi) Service interruption or delay caused by the Platform's computer system being damaged, defective or unable to perform normally;
    • (vii) Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
    • (viii) Losses suffered by you or other third parties arising from the fault, delay, service interruption, policy change, unavailability, or modification of terms of any third party, including but not limited to AI Model Providers;
    • (ix) Losses arising from the failure, refusal, or inability of any AI Model Provider to generate an Output in response to a Prompt, or from any inaccuracy, incompleteness, or unreliability of any Output generated by an AI Model Provider;
    • (x) Losses suffered by you or other third parties arising from changes in applicable laws;
    • (xi) Losses suffered by you or other third parties arising from force majeure events or accidents caused by other objectively unforeseeable, unavoidable and/or unsolvable circumstances; and
    • (xii) Other losses not attributable to Gate due to external uncontrollable events.

    8 No Investment, Business, Legal, Financial or Tax Advice

    (a) You acknowledge and agree that no information provided by Gate and/or the GateRouter Services, whether included in this Agreement or any other document or statement, shall be deemed, considered or interpreted as investment, business, legal, financial, tax, or any other type of professional advice.

    (b) Gate is not your broker, dealer, agent, or professional adviser of any kind. Gate does not have a fiduciary relationship with or fiduciary duty towards you in connection with your use of the GateRouter Services.

    (c) All Outputs generated through the GateRouter Services are produced solely by third-party AI Models and do not constitute professional advice of any kind, including but not limited to investment, legal, medical, financial, or tax advice. You acknowledge and agree that:

    • (i) any use of Outputs is entirely at your sole risk;
    • (ii) you will not rely on any Output as a sole source of truth or factual information, or as a substitute for professional advice of any kind;
    • (iii) you are solely responsible for independently verifying and evaluating any Output before relying on it or taking any action based thereon; and
    • (iv) Gate shall not be responsible for any decisions, actions, losses, or liabilities arising from your reliance on any Output.

    (d) You may and should consult your own legal, financial, tax, or other professional advisers regarding your particular circumstances, opportunities, risks, obligations, or costs arising from your use of the GateRouter Services.

    (e) You acknowledge and agree that the GateRouter Services do not provide investment recommendations, trading signals, portfolio management services, or any advice regarding the purchase, sale, or holding of Digital Assets. Any references to market conditions, financial information, or Digital Assets that may appear in Outputs generated through the GateRouter Services are generated solely by third-party AI Models and are provided for informational purposes only. Gate does not endorse, verify, or recommend any Digital Asset, transaction, or investment strategy.

    9 MISCELLANEOUS

    (a) Force Majeure. Gate shall not be liable for any inaccuracy, error, failure, delay in, or omission of (i) any information, (ii) the transmission or delivery of information, or (iii) the provision of GateRouter Services; any loss or damage in any and all cases arising from any event beyond Gate's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, terrorist attacks, telecommunications or network breakdown or disruption, communications, power failure, attacks on the security, integrity or operation of the Account, failures or service interruptions of third-party AI Model Providers (including modifications to their terms, pricing, or availability of AI Models), or equipment or software malfunction or any other cause beyond Gate's reasonable control.

    (b) Translation. Gate may in its sole and absolute discretion translate this Agreement into a language other than the English language. You agree that any such translation shall be for your convenience and reference only and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.

    (c) Severability. If any provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. However, if any provisions of this Agreement shall be invalid, illegal or unenforceable under any applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality or enforceability of such provision in any other jurisdiction.

    (d) Assignment. You may not assign or transfer any right or obligations under this Agreement without prior written consent from us, including any right or obligation related to the enforcement of laws or the change of control. We may assign or transfer any or all of our rights or obligations under this Agreement, in whole or in part, without notice or obtaining your consent or approval.

    (e) Waiver. No failure or delay by Gate in exercising any right, power or remedy it is entitled to under this Agreement or by stipulation of law or regulation shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.

    (f) Governing law. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Republic of Panama without regard to the principles of conflicts of laws thereof.

    (g) Dispute Resolution. Any dispute arising out of or in connection with this Agreement or any matter arising from your use of the GateRouter Services (including any dispute or claim relating to: (i) the existence, validity or termination of this Agreement; and (ii) any non-contractual obligations arising out of or in connection with this Agreement) (each a "Dispute") shall at first instance be referred to and resolved amicably through negotiation. In the event that the Dispute fails to be resolved by negotiation within thirty (30) days from the initiation of such negotiations by issuance of a notice of Dispute by one party to the other party, such Dispute shall be referred to and finally resolved by arbitration in Panama to the exclusion of the ordinary courts, in accordance with the Arbitration Rules of the International Chamber of Commerce for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Panama. The arbitration tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Following the commencement of arbitration, you agree that you will attempt in good faith to resolve the Dispute through mediation. Any settlement reached in the course of the mediation shall be referred to the then-seated arbitral tribunal and may be made a consent award on agreed terms.

    (h) Final Decision. For any matters not covered by this Agreement, we reserve the sole and final discretion of final interpretation to the maximum extent permitted by applicable laws.