This Agreement ("Agreement") is entered into between the Client ("you," "your") and Gipity™.

By using, viewing, downloading, or in any other way accessing Gipity Learning Materials, Prompts & Code, the AI Dev Kit (ADK), or the Support Hub, you acknowledge that you have read, understood, and agree to be bound by these terms. Gipity reserves the right to update these terms, and updated terms will be published on the Gipity website (https://www.gipity.com). For any questions related to this Agreement, contact [email protected].

1. Overview of Services

1.1 Definitions

• Learning Materials: Includes all written, video, and digital content provided by Gipity for educational and self-learning purposes.
• Prompts & Code: Includes all AI-generated prompts, reusable code snippets, templates, frameworks, AI Dev Kits (ADK) and other development materials shared with the Client.
• Support Hub: Refers to the Gipity online platform at https://hub.gipity.com for community discussions, support, and ongoing guidance.
• Delivered Version: The specific version of the ADK made available to you at the time of purchase.

1.2 Service Scope

Gipity provides Clients with access to Learning Materials, Prompts & Code, the ADK, and the Support Hub to help plan, build, and launch software apps using AI-powered development tools.

While Gipity offers a pre-built AI Dev Kit (ADK), guidance, prompt creation, and group assistance, Clients acknowledge that this is a build it yourself development model. You are responsible for all development beyond the initial AI Dev Kit (ADK) provided.

2. Scope of Support

• All communications will be via online chats within the Gipity Support Hub at https://hub.gipity.com.
• There is no guarantee as to exact timelines or availability of Gipity to provide responses at set times or on set days. Online chat between the client and Gipity may occur asynchronously and is subject to the availability of Gipity.
• All Support Hub and Community access is for group chat only, with no guarantee of direct 1-on-1 support.

3. Client Responsibilities

• You are responsible for all business research, market validation, and API research.
• You are responsible for setting up, paying for and managing all required API accounts, 3rd party tools (including but not limited to Supabase, Github, Appflow, RevenueCat, Vimeo, Anthropic, OpenAI, Claude, ChatGPT, VoyageAI, and Stripe), platforms, app store accounts and other services required by your app or to help you in your app building journey.
• Clients must set up accounts with Replit Core or Teams, purchase sufficient credits directly, and ensure your use of their service complies with the relevant Replit Core or Teams terms & conditions.
• All 3rd party tools, platforms, app store or app developer accounts (e.g., Apple/Google), or other development tools required for your app are solely your responsibility and at your own cost.
• Gipity is not responsible for researching, signing up to, or integrating APIs, 3rd party platforms, or other technical dependencies on your behalf.

4. Nature of Deliverables and Limitations

• Gipity provides an AI Dev Kit (ADK) built using vibe coding by the Gipity founder, Steve Procter, an experienced developer and IT consultant. It has been tested and debugged, but there is no guarantee that it will function exactly as desired and contain no bugs, errors or other issues. The AI Dev Kit (ADK) is provided as-is and the Client explicitly understand and accepts that the app may not provide all of the features or components required.
• Gipity cannot help build your app or be held responsible if you fail to build the app you require or make it fully functional to your requirements without bugs, errors or other issues.
• Prompts written by Gipity may require further refinement and may not produce perfect results.
• Apps built using the AI Dev Kit (ADK) may be limited in what functionality they can provide, or device features they have access to.
• It is recommended that apps are hosted inside Replit's deployment service, and Clients must purchase sufficient credits directly to cover all hosting and other Replit costs.
• apps hosted inside Replit will be hosted on a shared Replit domain name. If an additional bespoke domain name is required, Clients are responsible for purchasing this at their own expense.

5. Intellectual Property and Licensing

• Learning Materials, Prompts & Support Hub Content: All such materials remain the intellectual property of Gipity and are provided for your personal or business use only. Redistribution, resale, sublicensing, or offering them to third parties is prohibited without explicit written consent from Gipity.
• ADK License (summary): The ADK is licensed to you under the "Gipity AI Dev Kit (ADK) – Commercial License" (full text in Appendix A). In short:
  • You may use, modify, and extend the ADK to build and operate your own products and services within your organization.
  • You may not redistribute, resell, sublicense, publish, or share the ADK (or substantial portions) with third parties, nor repackage it as a toolkit/template without Gipity's written consent.
  • Treat the ADK as confidential; only share with employees/contractors under similar obligations.
  • Your purchase grants access only to the Delivered Version (at the time of purchase). You are not entitled to future updates, enhancements, bug fixes, or security patches unless you have an active Support Hub plan, in which case updates (if any) are provided under that plan's terms.
  • Third-party components remain under their respective licenses.
• Trademarks: "Gipity", "Gipity AI Dev Kit", "Gipity AI Dev Kit (ADK)", "Gipity ADK", the Gipity logo, and other brand elements are trademarks of Gipity. You receive no rights to use Gipity’s name, logos, or brand assets in product names, domains, advertising, or statements of endorsement without prior written permission. A factual credit such as "Built with the Gipity ADK" with a link to https://www.gipity.com is permitted.
• Use of AI and other 3rd party tools: Clients acknowledge that Gipity may input information or data discussed during sessions into AI or other 3rd party tools (e.g., Replit, Voyage AI, Supabase, Ionic Appflow, RevenueCat, Stripe, ChatGPT, Claude, or others) to assist in building solutions. While Gipity will act professionally regarding sensitive information, it accepts no liability for how such data is processed by third-party AI platforms.

6. Payment and Refund Policy

• The Support Hub membership price and term length are as stated on the Gipity website at the time of purchase. Any promotional pricing or offers will be shown at checkout.
• All sales are final. No refunds will be issued.
• At the end of any stated term, you may choose to renew to continue receiving Support Hub access (including any updates made available under that plan). There is no ongoing tie-in if you choose not to renew.

7. Disclaimers and Limitations of Liability

• Gipity does not guarantee that you will achieve any particular business results, market success, or funding.
• Services, Learning Materials, Prompts & Code, the AI Dev Kit (ADK) and the Support Hub support are provided as-is, with no warranties of any kind.
• Gipity is not responsible for issues arising from the AI Dev Kit (ADK) or from third-party tools or platforms, including but not limited to Replit, ChatGPT, Claude, or app store submission processes.
• Gipity is not liable for any loss of data, business interruption, or direct or indirect damages resulting from the use of its services, Learning Materials, Prompts & Code, the AI Dev Kit (ADK), or Support Hub support.

8. Termination; Changes; Governing Law; Assignment

• Termination for breach: If you materially breach this Agreement and do not cure within 10 days of written notice, your licenses and access may be terminated. Upon termination, you must cease use and distribution of any works derived from the ADK, except as permitted by mandatory law.
• Changes to Terms: Gipity may update these terms from time to time. The then-current terms will be posted on the Gipity website and apply to new purchases and renewals.
• Governing Law and Jurisdiction: This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement, including non-contractual disputes or claims.
• Assignment: You may assign this Agreement solely in connection with a merger, acquisition, or sale of substantially all assets, with written notice to Gipity. Any other assignment is void.
• Entire Agreement: This Agreement, together with the ADK license in Appendix A, constitutes the entire agreement between you and Gipity regarding the Services and supersedes any prior understandings.

Appendix A: Gipity AI Dev Kit (ADK) – Commercial License

Welcome to the privacy policy, cookie policy and marketing & communications policy for Gipity.

Where this document refers to "we" or "our", these are inter-changeable with "I" and "my". This document is meant to help you understand what data we collect, why we collect it, and what we do with it. When you share information with us, we believe that by using it we can make our services even better for you. For example, we can use it to help us identify the most relevant of our services that you may require, both now and in the future, or to help us develop new services for the future that we believe would be useful to you. As you use our services, we want it to be clear to you how we're using information and the ways in which we look to protect your privacy.

Gipity is committed to protecting the privacy of all its app and website users and business clients. Gipity provides software, business and consultancy related services and products to individuals and other businesses. In all cases we will attempt to be fair in how we hold, manage and process personal data, whether it is for an individual in their own capacity or as a sole-trader, or a person who is visiting or using our service on behalf of a business. We will refer throughout our policy and other documents and promotions to clients and members, and these terms are inter-changeable.

Use of our apps, websites as well as the services and products provided through our sites indicates your consent to the collection and use of information as described in this policy as well as your consent for us to communicate with you as described in this policy. Any changes to the policy will be posted on our website.

What information is collected and how is it used?

We ask you to supply certain information when you enquire with us as a sales-lead about our services, or when you sign up or register with us as a client or for a free or trial service. This information may include but is not limited to your name, the name of your business, your postal address, email address, landline telephone and mobile numbers, website address, how you heard of us and other business, founder and financial data. We may also make notes in our CRM (customer relationship management system) about your requirements and service needs. This information will be used in the management of our own business and to enable us to contact you about the service you have enquired about, requested or signed up for, and to contact you about similar services that we believe may interest you now or in the future. We may also combine details of more than one sales-lead or client when performing analysis to identify trends, common requirements and other information so that we can continually improve our services and existing and future offerings.

We may also combine details of more than one sales-lead, client or Gipity profile to create consolidated data, aggregated data and statistics which we may use both internally and externally in public communications with the public, businesses and other organisations. Such consolidated data, aggregated data and statistics will only be made available in such a way that it cannot identify any individuals, businesses or clients unless specific agreement is given by such individuals, businesses or clients.

You can find further details below about the methods by which we may contact you and how you can change these contact methods or opt-out from future contact altogether. In addition, when you use our website we store your IP address and may use this information to administer our website and help to diagnose any network or server problems. We may also use it as part of our security if we believe we have identified a credible threat to our systems or our business, or an act of fraud, money laundering or other illegal behaviour or acts that are against current regulations and laws.

Sub-Processors and Divulging your data to other parties

Gipity will not, without your consent, divulge, sell, lease, rent or provide in any other way personal information about you to a third party, except in the following circumstances...

1. If required to do so by law or by any organisation with appropriate authority including but not limited to any formally recognised regulatory body who wish to investigate an alleged breaking or possible breaking of any relevant regulations, codes of practice, legislation, applicable laws or other rules and regulations as laid down from time to time by the police or other regulatory authorities.
2. If you have signed up for optional services which require us to pass your personal information to another company. From time to time Gipity may offer additional services to our clients or sales-leads that we believe to be relevant or similar to those that you currently use or have enquired about. In some cases these services may require us to pass personal data held by us to a third party. Any such service will be optional and the opt-in process will clearly show that personal data will be shared with another company. Before passing your personal data and other information to a third party we will seek your approval.
3. To any financial institution or other payment processing organisation with whom we work for the purpose of processing payments and direct debits from you, verifying credit status and/or validating financial transactions. In the case of a business we would only seek to do these things from the business entity that we are contracting to, rather than you personally. Note that Gipity does not gather or hold any credit or debit card information or any bank account details for our clients; this is all managed by the organisation that we currently work with for these purposes, including Revolut Bank and Stripe.
4. We may disclose data as part of a corporate transaction such as a merger or sale of assets.
5. We may share data with service companies, agents or contractors working for Gipity and on our behalf. Such service companies may need access to or be able to view personal data in order to provide those functions and in such cases, these companies must abide by our data privacy and security requirements and will only be given access to data that is strictly required for them to carry out their tasks.
6. We may share data with affiliates, sponsors or other similar business partners. This will be limited to the data of clients who signup having followed an affiliate link or used an affiliate coupon code and will only be shared with the specific affiliate partner that referred the client. The affiliate partner agrees to be bound by these terms and by all data protection and related regulations and will only use the data internally for assisting in the management of Gipity service or other services that the affiliate partner offers via their own business.
7. One of our services is to provide you with access to an online community support forum and hub. As such, by submitting your data to us, you accept this may be seen by other clients in the online community, and they may contact you and we have no control nor accept any liability over such other clients and how they may use your data.

Policy on data carried by us as a Platform Provider

Clients contract with Gipity to provide services. These services may require us to process additional data on their behalf...

1. We may provide a web-based platform and mobile apps to help you manage your services and data. Gipity respects the privacy of this data
2. Gipity may offer a consultancy service. In such a case we may give advice about how services may aid your business and the optimum ways to use such services, but we always do so with the strict proviso that the advice does not constitute legal or financial advice and that you are free to seek alternative advice and any actions you take in relation to advice we have given are based on your own final decisions

Our Servers and location of your data

All your information is stored on and our services run on secure servers either in the UK or managed by sub-processors that fully comply with GDPR requirements. Our services, client dashboards and API's all use relevant up to date secure tehnology throughout which is constantly reviewed and maintained.

Advertising and links to other websites

Our websites may contain advertising and links to other websites. However no personal information is passed to other websites if you follow one of these links. Gipity is not responsible for the privacy practices or content of linked websites and we would encourage you to read the privacy statements of other websites, since their privacy policy may differ from ours.

Right to view, change or delete your data

You have the right to view, change and delete the information that we store about you. If you wish to do so then please email us at the address shown on our website.

Cookie Policy

Some cookies are used on our websites which are essential to allow us to manage and secure your account and logins to the Gipity service and without these cookies it will be extremely difficult for us to easily or safely manage the service. We may also use some non-essential cookies to anonymously track visitors or enhance your experience of the website. We do not divulge any cookie details or information gained from our use of any cookies to third parties, unless the cookies have been placed by companies that we use to help us manage services within our website (see above). If you're not happy with our cookie policy then please contact us in order to discuss your requirements. To control or disable cookies from us and third parties you can also adjust your browser settings but please note that this may cause our service and website to not function correctly.

Communication and Marketing Policy

There are 2 primary reasons that we may communicate with you...

1. We would like from time to time to contact people and businesses with a view to using our current or future business-related services or products and to do so by methods such as phone, video, email, WhatsApp, SMS text message, Twitter or Linkedin messaging. We would only do this with those who have become our clients, those who have shown an interest in our business, services or products, or with those who have communicated or connected with one of our Directors, staff, contractors or agents via a conference, exhibition, networking, phone, email, WhatsApp, sms, or a recognised social media platform such as Linkedin or Twitter. We would like to communicate with such people if we feel we have a relevant service that may be of interest to you or your business, either now or in the future. We would like to also do this in future if we have a new service or product that is similar to one you currently use, have enquired about or used with us in the past. When we first communicate with you we will attempt to find out from you if you wish to receive future communications from us.
2. If you or your business are signed up and contracted to use our services or products then we would like the ability to email, WhatsApp, sms, video call or call you with mandatory service communications that are designed to update you about the status of the services or products or that services will soon expire or have expired. These communications are designed to inform you about the service you or your business have contracted for. We hope that you will agree to accept such communications to allow us to run your services or products smoothly. However please contact us if you have any concerns about the communications we have with you.

We fully recognise that you have the right to not receive communications or to stop receiving further communications at any time from us and so you may email us at the address shown below or on our website to request that we no longer contact you. You can also reply to any email that we send you or click the relevant 'unsubscribe' link or similar options that will be presented in marketing and newsletter emails.

To clarify, please contact us if you have any requests or queries regarding our communications and marketing. We will be happy to remove your account and data (or sales-lead data if you have not yet signed up to be a client) or modify the settings we hold so that we may only contact you by sms, email, WhatsApp, video and/or phone call. You have the right to request we use any, all or none of these communication methods.

Contact Information

You may contact Gipity at any time to discuss our services and privacy, cookie and marketing & communications policies by emailing us at [email protected] or other email addresses shown from time to time on the Gipity website at https://www.gipity.com.

Before the Internet...

• 1968 BC (Before Computers): Born into an analogue world
• 1982-1986: Discovered computers! Everything from a Vic 20 and BBC micro to an ICL 2900 mainframe
• 1986-1989: Computation degree, UMIST (University of Manchester, Institute of Science & Technology)
• 1989-1999: IT consultant & project manager: Logica, IBM, Reuters, Bankers Trust and Deutsche Bank
• 1994-1997: Started first side hustle as a scuba diving instructor with own dive school in London

Welcome to the Web...

• 1996: Published his first website and the UK's first ever disk-mounted website on the cover of a magazine
• 1999: Developer and project manager at two very early digital agencies in London

The Dot-Com Boom Days...

• 1999: Vision, architect & investor. Created first UK under-a-tenner domain name business, Easily
• 1999: Built and launched early/successful dot-com: a domain, email and web hosting ISP
• 1999-2001: As CEO, managed growth from zero to 2,000 daily domain sales and 30+ staff in under 2 years
• 2000: Invented the web-based DNS dashboard for domains
• 2000: Created early no-code solution for one-page websites, 10,000 clients and £100k ARR from a single £300 server
• 2000: Highly commended for "Entrepreneur of the Year", in European E-commerce Association E-business 2000 awards
• 2001: Easily came 64th in Sunday Times "Top 100 pre-IPO e-businesses in Europe" E-League
• 2001: Ran one of the first successful web affiliate schemes, generating 40% of total revenues in its first year
• 2004: Reached 400,000+ domain name registrations and hosted 30,000+ websites and 40,000+ email accounts
• 2004: Sales primarily through 3,500 active commission earning affiliates and word of mouth to 100,000+ loyal customers
• 2004: Negotiated a successful multi-million pound dot-com exit and sale of Easily

And Then There Was Mobile...

• 2002: Vision & investor. Launched one of the first-ever B2B mobile text marketing services at SMS Expert
• 2007-2011: An early digital nomad, running a B2B SaaS startup from a beach and the desert
• 2007-2019: As CEO, successfully ran leading text marketing B2B SaaS from zero to multi-million turnover
• 2007-2019: CTO & architect. Developed 1.6mil lines of code & supported 1mil daily transactions & API calls

Supporting Other Founders...

• 2020... Consultancy, advice and support for early-stage tech startup founders
• 2022... Helping hand-picked founders find the right investors

Ongoing Projects + Coming Soon...

• 2018... Vision, architect, investor & CTO on several startup ideas:
  • Clickacall™: Instant video calls from anywhere with a single click
  • Nearevo™: Proximity discovery for the internet of things
  • Scan + Click™: Contactless business cards
  • Secly™: Personal online security
• 2021... l2o™ Supporting the next generation of startups and founders
• 2022... Venture Cards™ All startups, in one place • connecting the right founders & investors
• 2024... Vibe coding for non-techies with an expert navigator | Plan, build and launch a scalable MVP
• Soon... l2o Space™ Community for entrepreneurs, founders, investors, advisors, thought leaders and others
• Soon... l2o Studio™ Founders and startup ideas from zero to two ... Lab, Launch, Orbit™