Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Limenio Ltd, a company incorporated in England and Wales, with registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, which operates the Gnovio service. In these Terms, "Limenio", "Gnovio", "we", "us", and "our" all refer to Limenio Ltd as the provider of the Service.

These Terms govern your access to and use of the Gnovio service, the Gnovio website at gnovio.com, the application at app.gnovio.com, and any related APIs, integrations, software, and documentation (together, the "Service").

By creating an account, accessing the Service, or clicking "I accept", you confirm that you have read, understood, and agreed to these Terms. If you do not agree, do not use the Service.

If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" and "your" refer to that entity.

• "Customer" means the individual or entity that has registered an account or entered into an Order with Gnovio.
• "User" means any individual authorized by the Customer to access the Service under the Customer's account.
• "Customer Content" means all data, text, transcripts, recordings, meeting outputs, messages, files, integration data, knowledge graph entries, and any other content submitted to, processed by, or generated through the Service on behalf of the Customer.
• "Output" means responses, summaries, suggestions, action items, and other content generated by the Service in response to Customer Content or User instructions.
• "Order" means an online purchase, written order form, or other agreement under which the Customer subscribes to a paid plan.
• "Subscription Term" means the period during which the Customer is authorized to use the Service under an active plan.
• "Third-Party Services" means any external software, platforms, or AI models that the Service connects to, integrates with, or relies upon, including but not limited to Anthropic, OpenAI, Google (Gemini), Slack, HubSpot, Jira, Salesforce, Notion, Google Workspace, Microsoft Teams, and Zoom.

You must be at least 18 years old and legally capable of entering into a binding contract to use the Service. The Service is intended for business and professional use, not for consumers.

You are responsible for:

• Providing accurate registration information and keeping it current.
• Maintaining the confidentiality of your credentials.
• All activity that occurs under your account, including activity by your Users.
• Notifying us promptly at security@gnovio.com if you become aware of any unauthorized access or use of your account.

We may suspend or terminate accounts that contain inaccurate information, violate these Terms, or pose a security risk.

4.1 What Gnovio provides

Gnovio is an AI Operating Layer that connects to your existing tools, captures and processes meetings and operational data, builds a knowledge graph of your organization, and surfaces information, suggestions, and actions through agents.

4.2 Components

The Service currently includes: AI Memory, Meeting Assistant, Gnovio Agent, Gnovio Chat, and Native Integrations. The exact features available to you depend on your subscription plan.

4.3 Updates and changes

We continuously improve the Service. We may add, change, or remove features, update the user interface, modify pricing tiers for new subscriptions, and adjust performance characteristics. We will provide reasonable advance notice of material adverse changes affecting paid plans during an active Subscription Term.

4.4 Beta features

We may make pre-release or experimental features available, identified as "Beta", "Preview", "Early Access", or similar. Beta features are provided "as is", may be modified or discontinued at any time, and are not subject to any service level commitments.

5.1 Plans

The Service is offered under several plans, including a Free plan with limited usage and paid plans (Basic, Professional, Growth, and any future plans). Current plan details and pricing are published at gnovio.com/#pricing and may change for new subscriptions.

5.2 Free plan

The Free plan is provided at no charge, subject to the usage limits published on the pricing page. We may modify or discontinue the Free plan at any time with reasonable notice.

5.3 Paid plans and billing

Paid plans are billed in advance on an annual basis unless an Order specifies otherwise. By starting a paid subscription, you authorize us (or our payment processor) to charge the applicable fees to your designated payment method.

Fees are stated exclusive of taxes. You are responsible for any applicable taxes, levies, or duties, excluding taxes based on our net income.

5.4 Renewals

Paid subscriptions automatically renew for successive periods of the same length unless cancelled at least 30 days before the end of the then-current Subscription Term. We will use reasonable efforts to notify you of upcoming renewals.

5.5 Non-payment

If a payment is overdue, we may suspend the Service after providing reasonable notice. Continued non-payment may result in termination and may also be referred to collection.

5.6 Refunds

Except where required by applicable law, fees are non-refundable. We do not provide refunds for partial subscription periods, unused credits, or downgrades made mid-term.

5.7 Credits

Certain plans include monthly credit allocations. Credits expire at the end of each billing period unless your plan explicitly includes rollover. Credits have no monetary value and are not exchangeable for cash.

6.1 Your ownership

As between you and Gnovio, you retain all right, title, and interest in your Customer Content. We claim no ownership over it.

6.2 License to operate the Service

You grant Gnovio a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and create derivative works of Customer Content solely to:

• Provide and operate the Service for you;
• Enable the features you have configured (including transcription, knowledge graph construction, agent suggestions, integrations, and meeting processing);
• Detect, prevent, and address security, fraud, or technical issues;
• Comply with legal obligations.

This license terminates when the Customer Content is deleted from the Service in accordance with Section 12.

6.3 Outputs

You own the Outputs generated by the Service from your Customer Content, to the extent permitted by law and by the underlying Third-Party Services (including AI model providers). Outputs are generated by machine learning systems and may contain errors, omissions, or inaccuracies. You are responsible for reviewing Outputs before relying on them, and for the consequences of any decision made based on them.

6.4 We do not train AI models on your Customer Content

We never use your Customer Content to train any AI model — neither our own, nor those of any third-party AI providers we use to deliver the Service.

We may use aggregated and anonymized usage telemetry, explicit feedback you provide (such as thumbs up/down ratings), and operational logs to monitor, secure, and improve the Service. This information does not include the substance of Customer Content and cannot be used to reconstruct it.

6.5 Your representations regarding Customer Content

You represent and warrant that:

• You have all rights, consents, authorizations, and legal bases necessary to submit Customer Content to the Service and to authorize Gnovio to process it as described in these Terms and in the Privacy Policy.
• The Customer Content does not infringe any intellectual property, privacy, publicity, or other rights of any third party, and does not violate any applicable law.
• You are solely responsible for the accuracy, quality, and legality of Customer Content.

7.1 Meeting Assistant

The Meeting Assistant transcribes meetings you connect to the Service, extracts decisions and action items, and feeds the resulting context into AI Memory.

7.2 Customer responsibility for consent

Meeting recording, transcription, and the processing of participant data may be subject to laws on consent, notice, privacy, employee monitoring, and confidentiality. These laws vary by jurisdiction and by the type of meeting.

You — the Customer — are solely responsible for:

• Determining whether you may lawfully record, transcribe, or process the content of any meeting connected to the Service;
• Obtaining all required consents and providing all required notices to participants, including participants who are not Users (such as clients, candidates, partners, suppliers, or other third parties);
• Configuring the Service in a manner that complies with your obligations under applicable law, internal policies, and contractual commitments to third parties.

7.3 Gnovio's role

Limenio acts as a data processor with respect to Customer Content captured through the Meeting Assistant. We do not determine the purposes of processing, do not select which meetings are connected, and do not independently verify participant consent. Limenio shall not be liable for any failure by the Customer to obtain consents, provide notices, or otherwise comply with applicable law in relation to recorded meetings.

7.4 Exclusion of personal or off-topic content

The Service is designed to focus on business-relevant content. We may filter out content that does not appear connected to operational decisions, projects, or activities. This filtering is provided as a convenience and does not replace your responsibility to manage what is shared in connected meetings or tools.

8.1 Connections

The Service connects to Third-Party Services that you choose to enable. When you authorize a connection, you authorize the Service to access, read, and (where applicable) write data within that Third-Party Service in accordance with the scopes you grant.

8.2 Your responsibility for third-party agreements

Your use of any Third-Party Service is governed by the terms of that Third-Party Service, not by these Terms. You are responsible for complying with those terms and for any fees charged by the third party.

8.3 Changes by third parties

Third-Party Services may modify, restrict, or discontinue access to their platforms, APIs, or data. We are not responsible for any such changes, including any resulting loss of functionality within the Service.

8.4 AI model providers

The Service uses AI models provided by third parties, including Anthropic, OpenAI, and Google (Gemini). We may add, change, or replace AI model providers from time to time.

You agree not to, and not to permit Users or any third party to:

• Use the Service in violation of any applicable law or regulation;
• Use the Service to infringe the intellectual property, privacy, publicity, or other rights of any person;
• Submit any content that is unlawful, defamatory, harassing, fraudulent, or harmful;
• Submit malware, viruses, or other malicious code;
• Attempt to gain unauthorized access to the Service, other accounts, or our systems;
• Probe, scan, or test the vulnerability of the Service except under a written agreement with us;
• Interfere with or disrupt the integrity, performance, or availability of the Service;
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law expressly permits;
• Use the Service to build a competing product or to benchmark for the purpose of public comparison without our prior written consent;
• Resell, sublicense, or make the Service available to any third party who is not a User under your account, except as expressly permitted by an Order;
• Use the Service to generate, store, or distribute content that exploits, sexualizes, or harms minors, or that promotes violence, terrorism, or unlawful discrimination;
• Use the Service to make automated decisions that have legal or similarly significant effects on individuals without the human review required by applicable law;
• Submit special categories of personal data (such as health, biometric, racial, religious, or political data) except where you have established a valid legal basis and notified us in writing;
• Submit payment card data, government identifiers, or other highly sensitive information outside of fields explicitly designed for that purpose.

We may suspend or terminate access for violations of this Section.

10.1 Gnovio's IP

The Service, including all software, models, designs, interfaces, documentation, and the Gnovio name, logos, and trademarks, is and remains the exclusive property of Limenio and its licensors. Except for the limited rights expressly granted to you in these Terms, no rights are granted to you, by implication or otherwise.

10.2 Feedback

If you provide suggestions, comments, or other feedback about the Service ("Feedback"), you grant Gnovio a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose, including to develop and improve the Service, without obligation to you.

Each party may receive non-public information of the other party that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Content is the Customer's Confidential Information. The Service, its underlying technology, security measures, and pricing not publicly available are Gnovio's Confidential Information.

Each party agrees to:

• Use the other party's Confidential Information only as needed to exercise rights or perform obligations under these Terms;
• Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, and never less than a reasonable degree of care;
• Not disclose the Confidential Information to third parties except to employees, contractors, or advisors who need it and are bound by confidentiality obligations no less protective than those in this Section.

These obligations do not apply to information that is publicly available through no fault of the receiving party, was independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law (with prompt notice to the disclosing party where lawful).

12.1 Term

These Terms remain in effect for as long as you have an account or an active Subscription Term.

12.2 Termination by the Customer

You may cancel your subscription at any time through your account settings or by emailing support@gnovio.com. Cancellation takes effect at the end of the then-current billing period. You are not entitled to a refund of pre-paid fees except as required by applicable law.

12.3 Termination by Gnovio

We may suspend or terminate your access to the Service:

• For material breach of these Terms not cured within 30 days of written notice;
• Immediately for non-payment, security incidents caused by your account, or violations of Section 9 that present an imminent risk;
• If we are required to do so by applicable law or by an order of a competent authority;
• If we discontinue the Service or a plan, with reasonable advance notice.

12.4 Effect of termination

On termination, your right to access and use the Service ends, and we will deactivate your account.

12.5 Data export and retention after termination

For 30 days after termination, you may request an export of your Customer Content in a commonly used machine-readable format, subject to technical feasibility.

After termination, we will retain your Customer Content for one (1) year, during which it remains isolated and inaccessible to the production Service unless you reactivate your account. After this period, we will delete Customer Content from our active systems and instruct subprocessors to do the same. Backup copies are retained for up to 90 days before being overwritten in the ordinary course.

We may retain anonymized, aggregated data, and may retain other information as required to comply with legal, accounting, or regulatory obligations.

12.6 Survival

Sections that by their nature should survive termination — including ownership, confidentiality, disclaimers, indemnification, limitation of liability, and dispute resolution — survive termination.

13.1 Mutual warranty

Each party warrants that it has the legal authority to enter into these Terms.

13.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

OUTPUTS ARE GENERATED BY MACHINE LEARNING SYSTEMS AND MAY BE INACCURATE, INCOMPLETE, OR OTHERWISE INAPPROPRIATE FOR YOUR PURPOSES. YOU SHOULD NOT RELY ON OUTPUTS AS THE SOLE BASIS FOR DECISIONS THAT HAVE LEGAL, FINANCIAL, MEDICAL, SAFETY, OR OTHER SIGNIFICANT CONSEQUENCES.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply only to the maximum extent permitted by law.

You will defend, indemnify, and hold harmless Limenio and its affiliates, directors, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• Your Customer Content;
• Your violation of these Terms or applicable law;
• Your failure to obtain required consents from meeting participants or other data subjects;
• Your use of Outputs to make decisions affecting any person;
• Your use of any Third-Party Service in connection with the Service.

We will provide you with prompt written notice of the claim, reasonable cooperation in defending it, and (subject to your reimbursement of reasonable costs) sole control of the defense. You may not settle a claim in a way that imposes obligations on Gnovio without our prior written consent.

15.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on direct damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO GNOVIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100).

15.3 Carve-outs

The limitations in this Section do not apply to: (a) a party's indemnification obligations; (b) a party's breach of confidentiality obligations; (c) the Customer's payment obligations; (d) liability that cannot be excluded or limited under applicable law (such as for death, personal injury caused by negligence, or fraud).

We may modify these Terms from time to time. If we make a material change, we will provide reasonable notice — for example, by email to your account address or by posting a notice in the Service — before the change takes effect. Continued use of the Service after the effective date of changes constitutes acceptance. If you do not agree to changes, your sole remedy is to stop using the Service and cancel your subscription.

For Customers on active paid Subscription Terms, material adverse changes take effect at renewal unless required by law to take effect sooner.

17.1 Governing law

These Terms are governed by the laws of England and Wales, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Jurisdiction

The courts of England have exclusive jurisdiction over any dispute arising out of or related to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17.3 Customers in Brazil

Customers domiciled in Brazil retain any non-waivable rights under Brazilian law, including under the LGPD (Lei nº 13.709/2018) and consumer protection law where applicable. The choice of governing law in Section 17.1 does not deprive a Brazilian-domiciled Customer of mandatory protections under Brazilian law.

18.1 Notices

We may send notices to you by email to the address associated with your account, by posting in the Service, or by other reasonable means. You must send notices to us by email at legal@gnovio.com, with a copy to privacy@gnovio.com for privacy-related matters.

18.2 Assignment

You may not assign these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all our assets.

18.3 Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet failures, government actions, and pandemics.

18.4 No waiver

A failure or delay in exercising any right under these Terms does not waive that right.

18.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

18.6 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

18.7 Entire agreement

These Terms, together with the Privacy Policy, any Order, and any other documents incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede any prior agreements on that subject.

18.8 Order of precedence

In case of conflict between documents: (1) a signed Order; (2) these Terms; (3) the Privacy Policy; (4) other documentation. The more specific document prevails over the more general one.

Limenio Ltd (operating the Gnovio service)
71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ

General: hello@gnovio.com · Legal: legal@gnovio.com · Privacy: privacy@gnovio.com · Security: security@gnovio.com · Support: support@gnovio.com