This document constitutes an offer from OÜ "ShockLabs," addressed to legal entities, fully capable individuals, and sole proprietors who qualify as Residents, to conclude an Agreement under the terms outlined below. By accepting the terms of this Offer, the Client, being an individual, confirms that they are at least 18 years old and that this information is accurate.
1.1. This Agreement sets forth the general terms and conditions for the use of GPTunneL Services (hereinafter referred to as the "Services"). These terms and conditions are specified and clarified in the documents referenced in this Offer, as well as through the placement of Orders by the Client. The full list and description of the Services, as well as related services offered by OÜ "ShockLabs" are available in the "Business" section for legal entities and on the homepage at https://gptunnel.ai/en for individuals.
1.2. The provision of access by OÜ "ShockLabs" to GPTunneL is subject to the Client's acceptance and compliance with the requirements and provisions of the following documents:
1.3. The use of the Platform and Services is additionally governed by the following mandatory documents:
1.4. Instructions posted on the Website concerning the operation of the Platform and the use of Services, intended for the Client, must also be observed.
2.1. The User is entitled to accept this Offer either on their own behalf or on behalf of a legal entity if acting as an authorized representative.
2.2. Full and unconditional acceptance of this Offer (hereinafter referred to as the "Acceptance") is performed by registering a Client account on the Platform on behalf of the Client and clicking the “Pay” button in the relevant “Profile” section. OÜ "ShockLabs" reserves the right to restrict the registration of new Clients, including but not limited to cases where technical limitations make it impossible to provide access to the Services.
2.3. Actions specified in Clause 2.2 of this Offer, when performed by an individual whose Agreement with OÜ "ShockLabs" was previously terminated due to a breach of the Agreement, are not deemed a valid Acceptance. Such actions do not create any obligations for OÜ "ShockLabs". This clause does not apply in cases where OÜ "ShockLabs" has performed unequivocal actions demonstrating its acceptance of the actions taken by the aforementioned individual (e.g., actual provision of access to the Services).
OÜ "ShockLabs" reserves the right to independently determine the technical means of restricting the Acceptance of this Offer by such individuals.
2.4. This Offer comes into effect on the date specified in the "Effective Date" section and remains valid until revoked by OÜ "ShockLabs." The Client’s Acceptance of this Offer, made in accordance with this section, constitutes the conclusion of an Agreement under the terms of this Offer, in accordance with the General Part of the Estonian Law of Obligations Act (Võlaõigusseadus). The revocation of this Offer is deemed to occur if the text of the Offer is no longer available at the following link: https://gptunnel.ai/en/documents/contract
2.5. The Agreement takes effect from the moment the Client accepts the Offer and is concluded for an indefinite term.
2.6. OÜ "ShockLabs" reserves the right to amend the terms of this Offer and the documents referenced herein and/or withdraw the Offer at any time at its sole discretion. In the event OÜ "ShockLabs" amends the Offer or the referenced documents, such amendments take effect from the moment the updated text of the relevant document is posted online at the addresses specified in Clause 1.2 of the Offer, unless a different effective date is explicitly stated upon such posting.
2.7. The Client acknowledges and agrees that amendments to the Offer and other referenced documents automatically result in corresponding amendments to the concluded and effective Agreement. These amendments to the Agreement take effect simultaneously with the amendments to the Offer and/or the referenced documents. OÜ "ShockLabs" notifies the Client of such amendments at least 10 (ten) calendar days prior to their effective date, except where such amendments are required by applicable law or relate to the introduction of new Services and functionalities. Notifications are sent to the Client via the Management Console or by email to the address provided during registration on the Platform. Information regarding the launch of new Services or functionalities is published on the Website without additional notifications to the Client. OÜ "ShockLabs" is not obligated to notify the Client of amendments to documentation concerning Services that are not utilized by the Client as of the publication date of such amendments.
2.8. The mandatory documents referenced in Clause 1.3 of this Offer may be amended without special notification. The new version of such documents takes effect from the moment they are posted online at the addresses specified in Clause 1.3 of the Offer.
2.9. The Client assumes the risk of not familiarizing themselves with the updated versions of the Offer and the documents referenced in Clauses 1.2 and 1.3. Continued use of the Services after such amendments constitutes the Client’s agreement to the updated terms. The Client may reject the amendments to the Offer and the referenced documents, which will be deemed a refusal to perform under the Agreement.
3.1. To familiarize the Client with the functionality of the Services, OÜ "ShockLabs" may provide a Trial Period for the use of the Services.
3.2. The Trial Period is available only to Clients who are legal entities or individual entrepreneurs.
3.3. The Trial Period is limited by duration and the amount of a Grant provided for the Trial Period. Information regarding the usage restrictions during the Trial Period and the amount of the Grant is communicated to the Client via the "Business" section or through personal correspondence between OÜ "ShockLabs" and the Client.
3.4. OÜ "ShockLabs" keeps track of the cost of Services consumed during the Trial Period, based on the rates published on the Website, to determine when the Trial Period ends (i.e., upon the depletion of the Grant).
3.5. The Client may switch to the paid version of the Services before the expiration of the Trial Period. The transition to the paid version is carried out by depositing funds into the Client's Service account. Any unused portion of the Grant during the Trial Period is retained and reduces the cost of the Services consumed in the paid version.
3.6. Before granting access to the paid version of the Services, OÜ "ShockLabs" reserves the right to request additional documents and information from the Client to verify the accuracy of the data provided during the registration process on the Platform. The list of required documents is specified in OÜ "ShockLabs" request. Failure to provide the requested documents and information may result in OÜ "ShockLabs" unilaterally refusing to perform under the Agreement and/or suspending the Client’s access to the Services.
3.7. During the Trial Period, OÜ "ShockLabs" reserves the right to impose additional technical and functional restrictions on the use of the Services.
3.8. OÜ "ShockLabs" provides no guarantees regarding the availability of the Services during the Trial Period as stipulated in the Service Level Agreement.
4.1. Access to the Services is provided to the Client remotely via the Internet. The organization of Internet access for the Services is the responsibility of the Client and is not included in the obligations of OÜ "ShockLabs".
4.2. The ordering, configuration, and management of the Services are performed by the Client through the Portal interface or the Service API. The use of the Services begins upon granting the Client remote access to the relevant Service.
4.3. If the Client delegates any rights to manage the Services to third parties, such third parties (Client representatives) must comply with the terms of this Offer and the documents referenced herein. The Client is responsible for informing such third parties (representatives) of the terms of this Offer and the referenced documents. The Client is liable to OÜ "ShockLabs" for any actions taken by such third parties (representatives) in connection with the use of the Services.
4.4. In the context of interactions between the Client and third parties during the management of the Services, OÜ "ShockLabs" acts solely as a technical facilitator of such interactions. The transmission, storage, and provision of access to the information and other content provided by the Client to third parties during such interactions are carried out without alteration or influence on the content of such information and content by OÜ "ShockLabs".
5.1. The cost of the Services, as well as related services provided by OÜ "ShockLabs" is determined in accordance with the rates published in the relevant section of the Website: https://gptunnel.ai/en/prices, and is calculated based on the pricing rules specific to each Service. The rates listed on the Website exclude applicable taxes unless explicitly stated otherwise.
5.2. OÜ "ShockLabs" reserves the right to unilaterally amend the rates by updating the relevant information on the Website. The amended rates come into effect on the date specified at the time of publication but, in any case, no earlier than the Reporting Period following the one in which the rates were amended. OÜ "ShockLabs" notifies the Client of rate changes via the application interface or by email at least 10 (ten) calendar days before the effective date of the changes. OÜ "ShockLabs" is not obligated to notify the Client of rate changes related to the release of publicly available versions of the Service.
5.3. The accounting for ordered and consumed Services is performed automatically using software, an information database, and statistical data from OÜ "ShockLabs" accounting system in accordance with the billing units established for each specific Service.
5.4. Partial billing units are rounded up to the nearest whole unit unless otherwise specified in the Special Conditions.
5.5. OÜ "ShockLabs" may offer discounts to Clients based on the volume of Services ordered, the duration of use, and other parameters of the ordered Services, as well as the Client’s compliance with specific Agreement terms. OÜ "ShockLabs" may also provide other special offers to Clients. Discounts and special offers are provided as part of ongoing or time-limited promotions, the details of which are published on the Website or within the application interface.
6.1. Payment for Services is made based on the actual volume of Services ordered and consumed during the relevant Reporting Period unless otherwise specified in the Offer, Special Conditions, or the rates for specific Services published on the Website: https://gptunnel.ai/en/prices
6.2. Clients using a Linked Card or Linked Corporate Card as a payment method may use the Services only if their Account Balance is positive, except in cases where a Payment Threshold has been provided. OÜ "ShockLabs" ” may set a Payment Threshold for Clients. For individual Clients, a Payment Threshold cannot be established. For legal entities and individual entrepreneurs, the Payment Threshold may be provided after transitioning to the paid version of the Services and upon agreement with OÜ "ShockLabs". The Payment Threshold does not apply to legal entities and individual entrepreneurs making payments via direct bank transfer without using a Linked Corporate Card.
6.3. Information regarding the Payment Threshold is available to the Client in the corresponding section of the application interface. If the Payment Threshold is reached, OÜ "ShockLabs" reserves the right to suspend the Client’s access to the Services. The Client is responsible for monitoring their Payment Threshold and Account Balance and replenishing the balance as necessary to avoid suspension of access to the Services. The Account Balance increases when payments made by the Client are received by OÜ "ShockLabs" and decreases based on the cost of the ordered and consumed Services.
6.4. At the end of each Reporting Period, OÜ "ShockLabs" generates a unilateral Service Delivery Report (hereinafter referred to as the "Report") based on the volume of Services actually ordered and consumed by the Client during the Reporting Period. The Report is sent to legal entity Clients within 7 (seven) business days following the end of the Reporting Period via email. For individual Clients, the Report is sent upon request via email and may also be accessed at https://app.gptunnel.ai/profile/. The date of receipt of the Report by the Client is considered the date it is sent, as recorded in the sender's email system.
6.5. Original copies of Reports and invoices may be sent to legal entity Clients via electronic document management (EDM) systems upon the Client’s request to OÜ "ShockLabs" technical support and the setup of interaction via EDM.
6.6. OÜ "ShockLabs" obligations to provide the Services are considered duly fulfilled and accepted by the Client in the volume specified in the Report unless OÜ "ShockLabs" receives a written, substantiated objection from the Client within 10 (ten) calendar days from the date the Report was sent.
6.7. Payments are made in EUR. The Client is solely responsible for ensuring the correctness of payments. Payments must include the Agreement and Account numbers.
6.8. All payments under the Agreement are made via non-cash settlements. Different payment methods may be available to different Client categories (individuals and legal entities). By default, individual Clients pay for Services via Bank Cards.
6.9. The Client must settle any Debt incurred from Services consumed during the Reporting Period within 14 (fourteen) calendar days following the end of the Reporting Period (excluding public holidays), unless a different payment schedule is specified in the Special Conditions for certain Services. The Debt amount takes into account any Grants provided to the Client.
6.10. Legal entity Clients must independently generate an invoice for payment of their Debt through the "Business" section, except when using a corporate card. Payments via corporate card to cover Debt may be debited on any day following the Reporting Period based on statistical data without issuing an invoice.
6.11. Payment for Services is considered complete once OÜ "ShockLabs" receives confirmation from the bank that the full payment amount has been credited to OÜ "ShockLabs" account. Bank fees for payment transfers are paid by the Client.
6.12. Payment serves as the basis for crediting funds to the Client’s Account. Funds are credited to the Client’s Account in EUR.
6.13. If any taxes, including value-added tax (VAT), apply to payments under applicable law, the payment amounts will be increased accordingly, and the Client is required to pay the total amount inclusive of such taxes.
6.14. If the Client fails to comply with payment deadlines or conditions for Services, OÜ "ShockLabs" reserves the right to suspend access to the Services and revoke special offers, including but not limited to Grants, discounts, or reserved resources, by notifying the Client. Such revocation becomes effective the day after the notification is sent. In cases of delayed payment, OÜ "ShockLabs" may charge a penalty of 0.5% of the overdue amount for each day of delay, but no more than 100% of the total outstanding Debt. The Client must pay such penalties within 10 (ten) business days from the date of receiving the corresponding demand from OÜ "ShockLabs".
6.15. The Client may link or unlink their bank account for automatic payments through the Fast Payment System (FPS) at any time. Account linking is performed by scanning a QR code in the Client’s Personal Account.
6.16. Upon linking an account, the Client must specify a threshold balance at which automatic top-ups will be initiated to reach a predefined balance. The threshold balance and top-up amount can be modified by the Client at any time through their Personal Account.
6.17. OÜ "ShockLabs" is not responsible for delays or errors in automatic payments caused by technical failures in the FPS or the banking institutions involved in the transfer process.
6.18. If insufficient funds are available in the linked bank account for an automatic payment, OÜ "ShockLabs" will notify the Client of the inability to process the transaction. The Client is responsible for ensuring sufficient funds are available in the account to complete automatic payments.
6.19. The Client may opt out of the automatic payment service at any time by unlinking their bank account through their Personal Account. Opting out of automatic payments does not release the Client from their obligation to make timely payments for Services.
6.20. OÜ "ShockLabs" reserves the right to temporarily suspend or permanently terminate the automatic payment service in cases of suspected fraudulent or suspicious activity related to the Client’s Personal Account or FPS. In such cases, the Client will be notified of the suspension or termination.
6.21. All personal data provided by the Client for automatic payments is processed in accordance with OÜ "ShockLabs" Privacy Policy and applicable data protection laws.
7.1.1. Provide the Client with access to the Services in accordance with the terms of the Offer and the documents referenced herein.
7.1.2. Provide the Client with informational and technical support during the use of the Services.
7.1.3. Notify the Client of any changes to the terms of Service usage as stipulated in Section 2 of the Offer.
7.1.4. Reject requests to provide Client data to third parties unless such disclosure is required by applicable law.
7.1.5. Notify the Client of any incidents affecting them, except as otherwise provided by applicable law.
7.1.6. Timely integrate updates and new features introduced by Service Providers into the Platform.
7.2.1. Suspend the Client’s access to the Services in the following cases:
7.3.1. Refuse to perform under the Agreement unilaterally if the Client disagrees with amendments to the Offer or referenced documents, provided they notify OÜ "ShockLabs" in writing no later than 7 (seven) calendar days from the effective date of such amendments. The Agreement is terminated upon receipt of such notification by OÜ "ShockLabs".
7.3.2. Request technical and informational support from OÜ "ShockLabs".
7.3.3. Raise inquiries and complaints regarding the availability of Services.
7.4.1. Timely pay for the Services ordered and consumed.
7.4.2. Adhere to the Acceptable Use Policy and other restrictions set forth in the Offer and Special Conditions.
7.4.3. Ensure the backup of any information and Content hosted on the Platform at their discretion.
7.4.4. Promptly report technical issues to OÜ "ShockLabs" support team.
7.4.5. Maintain the confidentiality of their login credentials for accessing the Services.
7.4.6. Immediately notify OÜ "ShockLabs" in the event of loss or suspected compromise of their login credentials.
7.4.7. Inform OÜ "ShockLabs" of any changes to their details no later than 5 (five) business days after such changes occur.
7.4.8. Regularly review information published on the Website related to the provision of Services.
7.4.9. Provide duly certified copies of documents requested by OÜ "ShockLabs" within 5 (five) business days of the request.
7.4.10. Not transfer their rights and obligations under the Agreement to third parties without prior written consent from OÜ "ShockLabs".
7.4.11. Refrain from using the Services to create online services or software in violation of applicable laws or the rights of third parties.
7.4.12. Not decompile, disassemble, or bypass technical restrictions of the Services or software products provided by OÜ "ShockLabs".
7.4.13. Not disable, distort, or attempt to circumvent any mechanisms for tracking Service consumption.
8.1.1. The information provided during registration on the Platform is accurate, complete, and truthful, and the Client assumes full responsibility for its accuracy.
8.1.2. The individual accepting the Offer on behalf of the Client has all the necessary rights and authority to accept the Offer.
8.1.3. The Client:
a) has fully reviewed the terms of the Offer and the documents referenced herein;
b) fully understands the subject matter of the Agreement;
c) fully understands the significance and consequences of entering into and performing under the Agreement.
8.1.4. The Client is aware of all restrictions and rules governing the use of the Services provided by GPTunneL, unconditionally accepts them, and agrees to comply with them.
8.1.5. The Client complies with the requirements of applicable law in conducting their activities.
8.1.6. The Client agrees to comply with the rules for using the services of OpenAI, Anthropic, and MidJourney and refrains from submitting requests that violate the rules of these services. The Client is also responsible for moderating requests when using the API to prevent potential violations of these rules.
8.2.1. The provision of Services does not violate applicable law, obligations undertaken by OÜ "ShockLabs" toward third parties, or the rights and legitimate interests of third parties.
8.2.2. Except as explicitly stated in this Offer and the referenced documents, OÜ "ShockLabs" provides no other express or implied warranties and expressly disclaims any warranties or conditions regarding the Services, including their fitness for a specific purpose.
8.2.3. The Client acknowledges and agrees that OÜ "ShockLabs" in providing access to the Services, does not initiate the transmission of information to the Platform, does not determine the recipient of the information, and does not modify the information transmitted by the Client or their representative to the Platform.
8.2.4. The Client consents to the processing of their data provided during registration on the Platform, as well as their personal information, as defined in the OÜ "ShockLabs" Privacy Policy (https://gptunnel.ai/en/documents/policy). Such processing is carried out for the purpose of concluding and performing the Agreement. OÜ "ShockLabs" may transfer or receive the Client's personal information only to the extent necessary for the aforementioned purposes.
If the Client places personal information of third parties, including their employees, using the Services, the Client warrants that they have obtained the necessary consent as required by law, unless other legal grounds for processing such personal information exist.
8.2.5. The Client agrees to receive advertising and informational messages. The Client may opt out of receiving advertising messages by following the instructions provided in such messages.
8.2.6. All rights to content created using the GPTunneL services belong solely to the Client. OÜ "ShockLabs" makes no claim to the rights of such content. The Client retains full control over the use and disposition of such content, provided it complies with applicable Estonian law.
The Parties are liable for the non-performance or improper performance of their obligations under the Agreement in accordance with the terms of the Agreement and, where not regulated by the Agreement, in accordance with the applicable laws of Estonia.
9.2.1. The Client bears responsibility for ensuring that the content of their requests and any Content placed on the Platform complies with applicable laws, including international law, and for any violations of third-party rights or legitimate interests.
9.2.2. If the Client processes personal data through the use of the Services, the Client assumes full responsibility for compliance with applicable laws on data processing and protection.
9.3.1. The Parties are not liable for partial or full non-performance of obligations under the Agreement caused by force majeure events, including but not limited to: natural disasters, industrial accidents, acts of terrorism, war, civil unrest, acts of government or municipal authorities imposing restrictions or prohibitions, or other extraordinary circumstances beyond the reasonable control of the Parties that make performance under the Agreement impossible.
9.3.2. In the event of force majeure, the affected Party must notify the other Party and provide supporting documentation confirming the nature of the event and its impact on the fulfillment of obligations.
9.3.3. If the force majeure event or its consequences persist for more than one (1) month, either Party may terminate the Agreement unilaterally.
9.4.1. OÜ "ShockLabs" is not liable for lost profits or indirect damages incurred by the Client in connection with the use of the Services.
9.4.2. OÜ "ShockLabs" does not guarantee that the Services will meet the Client's specific needs or expectations. The Client acknowledges that the Services are provided on an "as is" basis and rely on third-party technologies and Service Providers (e.g., OpenAI, MidJourney, etc.).
9.4.3. OÜ "ShockLabs" is not responsible for:
The maximum liability of OÜ "ShockLabs" for damages or direct losses incurred by the Client is limited to the total payments received from the Client during the most recent Reporting Period prior to the event giving rise to liability.
OÜ "ShockLabs" is not responsible for the availability, reliability, or functionality of third-party services (e.g., OpenAI, Anthropic, MidJourney) integrated into the Platform.
The Client agrees to independently familiarize themselves with the rules for using the Services and assumes all risks associated with failing to comply with such rules.
10.1. OÜ "ShockLabs" shall under no circumstances be held liable to the Client for lost profits, indirect damages, incidental damages, or consequential damages arising out of or in connection with the provision of the Services.
10.2. OÜ "ShockLabs" does not warrant that the Services will fully meet the Client’s expectations or specific requirements. The Client acknowledges and agrees that the Services and the quality of content generation are provided using software solutions of third-party providers (e.g., OpenAI, MidJourney) accessible via the GPTunneL platform and are made available on an “as is” basis.
10.3. OÜ "ShockLabs" does not monitor or control the roles and permissions assigned by the Client to users in the "Business" section of the Platform.
10.4. OÜ "ShockLabs" is not responsible for the content, quality, or accuracy of information or Content placed or generated by the Client through the Platform and disseminated using the Services. Furthermore, OÜ "ShockLabs" shall not be liable for the legality of such content or for any claims or disputes arising from its use.
10.5. OÜ "ShockLabs" is not responsible for any interruptions, delays, or losses resulting from technical failures of telecommunication networks, data transfer services, or the Client’s hardware or software systems, as these are beyond the control of OÜ "ShockLabs"
10.6. OÜ "ShockLabs" shall not be held liable for claims or damages resulting from the Client’s provision of Services to third parties via the Platform.OÜ "ShockLabs" is not responsible for any breach of third-party rights caused by the Client’s use of the Services.
10.7. OÜ "ShockLabs" assumes no responsibility for claims or damages caused by the Client’s use of software not provided by OÜ "ShockLabs" and independently installed by the Client.
10.8. The total liability of OÜ "ShockLabs" for any damages or direct losses caused to the Client shall not exceed the total amount of payments received from the Client during the most recent Reporting Period prior to the occurrence of the event giving rise to liability.
10.9. OÜ "ShockLabs" is not liable for the availability or functionality of services provided by third-party providers whose technologies or services are integrated into the Platform (e.g., OpenAI, MidJourney).
The Client may unilaterally terminate the Agreement by providing written notice to OÜ "ShockLabs" no less than 10 (ten) calendar days before the intended termination date.
The Client may unilaterally terminate the Agreement if they disagree with any amendments made to the Offer or referenced documents, provided that written notice of termination is sent to OÜ "ShockLabs" no later than 7 (seven) calendar days after the amendments take effect.
The Client’s notice of termination must be sent as a scanned copy of a written statement, signed by the Client or their authorized representative, to the email address of OÜ "ShockLabs" specified on the Website.
OÜ "ShockLabs" reserves the right to unilaterally terminate the Agreement, fully or partially, with immediate effect and without any compensation to the Client in the following cases:
11.4.1. OÜ "ShockLabs" may also terminate the Agreement or any associated agreements by providing written notice to the Client no less than 30 (thirty) calendar days before the intended termination date.
11.5.1. OÜ "ShockLabs" ensures the storage of the Client's information and Content hosted on the Platform for the following periods:
If the Client does not remedy the violations that caused the suspension within these periods, OÜ "ShockLabs" may mark the information and Content as ready for deletion and delete it along with the associated Platform resources within 72 hours.
11.5.2. Data and Content may be deleted earlier in cases of early termination of the Agreement by OÜ "ShockLabs".
11.5.3. Upon termination of the Agreement, the Client’s information and Content hosted on the Platform will be marked for deletion and removed along with the associated resources within 72 (seventy-two) hours unless a longer retention period is required by applicable law.
Unused funds remaining in the Client’s Account will not be refunded. Exceptions may be made on a case-by-case basis upon the Client’s written request to kv@shds.io. OÜ "ShockLabs" reserves the right to make the final decision on refunds, and if approved, the refund will be processed within 30 (thirty) calendar days, minus any penalties or damages incurred due to the Client’s breach of obligations under the Agreement.
Any obligations that, by their nature, must survive the termination of the Agreement (including confidentiality, financial settlements, and use of information) shall remain in force after the Agreement's termination.
Termination of the Agreement does not release either Party from liability for any breaches that occurred during the term of the Agreement.
This Offer, the conclusion of the Agreement, and its performance are governed by the laws of Estonia. Any matters not regulated by this Offer or the referenced documents, or only partially regulated, shall be resolved in accordance with the substantive laws of the Estonia.
12.2.1. In the event of any disputes or disagreements arising between OÜ "ShockLabs" and the Client in connection with the performance of the Agreement, the Parties shall make every effort to resolve them through negotiations.
12.2.2. The Parties agree to follow a mandatory pre-trial claims process to resolve disputes.
12.3.1. Claims related to the use of the Services must be submitted by the Client toOÜ "ShockLabs" in writing. OÜ "ShockLabs" will review such claims within 30 (thirty) calendar days from the date of receipt.
12.3.2. Claims for compensation, reimbursement of damages, or any monetary demands must be signed by the Client or their authorized representative. A scanned copy of the claim must be submitted using the communication channels specified in the Offer.
12.4.1. If the Parties fail to reach an agreement within the claim review period (including cases where the claim is rejected or goes unanswered), the dispute shall be resolved in a court of law.
12.4.2. All unresolved disputes are subject to the jurisdiction of the courts at the location of OÜ "ShockLabs" unless otherwise explicitly provided by the applicable laws of Estonia.
"Confidential Information" includes, but is not limited to, any scientific, technical, technological, production, financial, or economic information; information on security measures, identification/authentication data (e.g., logins, passwords), and software-hardware complexes, including their operational principles; source code (or parts thereof) of computer programs; statistical data; client-related information; product and service details; research outcomes; and other materials. The Parties agree not to disclose or transfer Confidential Information received from one another during the execution of the Agreement to any third parties, except as provided by the Agreement, applicable laws, or with prior written consent from the disclosing Party. Furthermore, such information shall not be used for purposes contrary to the Agreement.
The receiving Party agrees to apply the same level of care in protecting the disclosing Party's Confidential Information as it would to its own Confidential Information, but no less than a reasonable standard of care. The receiving Party must promptly notify the disclosing Party (within 5 calendar days) of any suspected or actual disclosure of Confidential Information and take all necessary measures to prevent further unauthorized disclosure.
Confidentiality obligations do not apply to information that:
In the event of intentional or negligent disclosure of Confidential Information, the responsible Party shall compensate the aggrieved Party for any actual damages caused by such disclosure.
The confidentiality obligations under this Agreement remain in effect for 3 (three) years after the termination of the Agreement.
Disclosure of Confidential Information shall not be considered a breach of this Agreement if such disclosure is made:
Here’s the translation for Section 14: Notifications and Information Exchange:
The Parties acknowledge the legal validity of correspondence, notifications, and documents exchanged electronically, provided that such communication is conducted through the methods specified in this section.
OÜ "ShockLabs" may send any notifications, messages, or documents to the Client via:
The Client may send notifications or inquiries to OÜ "ShockLabs" via:
If notifications are posted in the Platform interface, it is the Client’s responsibility to regularly check for updates and new information. The date of receipt of an email notification is considered the date it is sent, as recorded in the sender's email system.
Documents exchanged electronically, including but not limited to letters, notifications, and other correspondence, shall have full legal force and evidentiary value in resolving disputes between the Parties.
14.5.1. The Client’s compliance with the written notification requirements of the Agreement is deemed met if the exchange of documents is conducted using one of the methods specified in this section.
14.6. Electronic Signature
OÜ "ShockLabs" may send Service Delivery Reports or other documents to the Client as electronic documents signed with a qualified electronic signature in accordance with the requirements of the eIDAS Regulation (Regulation (EU) No 910/2014) and Estonian legislation governing electronic signatures.
14.6.1. Other types of documents may also be sent as electronic documents, provided OÜ "ShockLabs" notifies the Client in advance through one of the following means: email, fax, courier, postal service, or the submission of electronically signed documents in accordance with the eIDAS Regulation (Regulation (EU) No 910/2014).
14.7. Use of Qualified Electronic Signatures
The Parties confirm that, for the purpose of exchanging electronic documents, only qualified electronic signatures will be used, and the Parties guarantee compliance with the eIDAS Regulation (Regulation (EU) No 910/2014) and other applicable Estonian and European Union legislation during participation in electronic document exchange.
The submission of Service Delivery Reports and other documents by OÜ "ShockLabs" in electronic form is conditional upon the Client:
The conclusion of the Agreement shall not be interpreted as establishing agency, partnership, joint venture, employment, or any other type of legal relationship between the Client and OÜ "ShockLabs" beyond those expressly provided for in the Agreement.
If any provision of this Offer or any referenced document is deemed invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of the Offer or the referenced documents.
Failure by OÜ "ShockLabs" to enforce any provision of the Agreement or take action against the Client’s breach of the Agreement shall not be construed as a waiver of OÜ "ShockLabs" rights to enforce such provisions or address similar breaches in the future.
The Agreement does not grant the Client any intellectual property rights or licenses to any components of the Platform or the Services, unless explicitly stated otherwise in the Offer or the referenced documents.
The Client may not transfer or assign their rights and obligations under the Agreement to third parties without the prior written consent of OÜ "ShockLabs".
The Client agrees that OÜ "ShockLabs" may transfer or assign its rights to collect the Client’s outstanding financial obligations to third parties, providing such third parties with the necessary information regarding the Client and their unpaid obligations.
If the name, legal status, address, banking details, or other information of a Party changes, the affected Party must notify the other Party within 5 (five) business days of the changes taking effect.
The terms used in this Offer, capitalized unless the context explicitly indicates otherwise, shall have the following meanings:
The full and unconditional acceptance of this Offer by performing the actions specified in Clause 2.2 of the Offer.
A restricted section of the Website at https://app.gptunnel.ai/profile/, providing authorized Clients or their representatives with access to manage Services. This includes generating invoices, retrieving documents, configuring and managing Service access, viewing statistics on consumed Services, monitoring account balances and payment thresholds, applying discounts, and exchanging notifications and messages.
A discount amount provided by OÜ "ShockLabs" to the Client under the conditions specified in the Agreement.
A paid agreement between OÜ "ShockLabs" and the Client for the use of GPTunneL Platform Services, concluded through the Acceptance of this Offer.
A negative account balance arising from Services consumed during a Reporting Period but not yet paid for.
A selection of Service parameters specified by the Client, including the type of Service or related service, configuration, and cost. Orders are placed electronically through the Platform.
Operational limitations set individually for each Client based on the volume and type of Services ordered and consumed. Quota information is available in the corresponding section of the Management Console.
An entity or individual who has accepted this Offer, thereby entering into the Agreement with OÜ "ShockLabs".
Data (including personal data), text, software, databases, music, sounds, photographs, graphics, videos, messages, and other materials created or processed through the Services.
A condition applied to Clients using payment methods other than direct bank transfers from a corporate account. It defines the maximum negative account balance allowed before OÜ "ShockLabs" may suspend access to the Services. The Payment Threshold is determined individually for each Client based on usage volume, payment discipline, and other factors. Information about the Payment Threshold is available in the Business Section.
Technical restrictions on Service usage determined by the Platform’s architecture.
A technological record reflecting the financial relationship between OÜ "ShockLabs" and the Client. It tracks Service orders, payments made by the Client, and outstanding debts for consumed Services. The Account Balance is not a financial or banking account.
An account managed by an individual Client through the Management Console, not intended for business purposes.
A calendar month, beginning on the 1st day and ending on the last day of the month (UTC+3 time zone). The first Reporting Period starts on the date the Agreement is concluded and ends on the last day of that month.
This document, titled “Offer for the Use of GPTunneL Platform Services,” published at https://gptunnel.ai/en/documents/contract
The GPTunneL software and hardware system provided by OÜ "ShockLabs" consisting of technical and software components that enable access to Services and other functionality.
An individual with the necessary legal capacity who uses the Platform in accordance with the terms of the GPTunneL service.
Third-party services, applications, or software products integrated into the Platform and provided by technology developers, such as OpenAI, MidJourney, FaceSwap, Yandex, and others.
A bank card used for payment under the Agreement, including cards linked before or after the Agreement’s conclusion.
A bank card linked to a corporate account used by a representative of the Client (a legal entity) to pay for Services.
A limited period during which the Client may test the functionality of the Services.
Residents
Entities or individuals defined as residents under the applicable laws of Estonia or the European Union, including:
1. Individuals who are citizens or permanent residents of Estonia or the European Union;
2. Individuals temporarily residing in other countries but maintaining their primary tax residence in Estonia or the European Union;
3. Legal entities established under Estonian law or the laws of the European Union, including their branches and representations located abroad.
The online platform at https://app.gptunnel.ai/, providing access to the Platform and information about Services and pricing.
Online tools, software, or resources enabling real-time virtual computing power, content generation, remote storage, and other functionalities provided by OU "ShockLabs" through the Platform.
Refers jointly to OÜ "ShockLabs" and the Client.
OÜ "ShockLabs"
Refers to OÜ "ShockLabs" (OGRN 1195027009407), the provider of the Services under this Offer.
Service Provider: Shock Labs OÜ
Legal address: Tallinna mnt 29-75, 20303, Narva, Ida-Virumaa, Estonia
Postal address: Tallinna mnt 29-75, 20303, Narva, Ida-Virumaa, Estonia
Email: it@shds.io
Reg. Code: 14015152
Reg. Date: 16.03.2016
BIC: TRWIBEB1XXXIBAN: BE82 9678 1468 4168Bank name: WiseBank address: Rue du Trône 100, 3rd floor, Brussels 1050, Belgium
