Terms of Service

1. Definitions

1.1. "Affiliate" means an entity controlling, controlled by, or under common control with a party, so long as such control exists and the entity is not a competitor of GoodBiz AI.

1.2. "Applicable Law" means all applicable federal, state, or local statutes, regulations, orders, and governmental requirements applicable to a party.

1.3. "Beta Features" means pre-production Service features or functionalities offered for evaluation purposes.

1.4. "Customer Data" means (a) content Customers submit or publish using the Service, and (b) other data Customers provide to GoodBiz AI when using the Service.

1.5. "Documentation" means GoodBiz AI's Service documentation available at goodbiz.ai.

1.6. "Order Form" means GoodBiz AI's online account setup and payment system, or a written document executed by both parties identifying subscription terms.

1.7. "Prohibited Content" means content that: (a) violates Applicable Law; (b) violates third-party intellectual property rights; (c) is indecent, obscene, libelous, or defamatory; (d) promotes unlawful activities; (e) contains false or deceptive statements; or (f) contains malicious code or components that interfere with the Service.

1.8. "Service(s)" consists of GoodBiz AI's SaaS platform providing entrepreneurs with AI-powered diagnostics, business coaching, and investor-connection tools to move from concept to capital, as described at www.goodbiz.ai.

1.9. "User(s)" means individuals authorized by Customer to access and use the Service under Customer's account.

2. Service Overview

2.1. Provision of Service. During each subscription term, GoodBiz AI will provide the Service to Customer as identified on each Order Form.

2.2. Subscription Term. Customer's subscription runs for the period in the Order Form. No-charge accounts are month-to-month; paid accounts auto-renew. GoodBiz AI may increase fees at renewal. No prepaid fees will be refunded upon termination.

2.3. Free Trials. GoodBiz AI may offer trial access until the earlier of (a) the end of the trial period, or (b) the start of a paid subscription.

2.4. Beta Features. Beta Features are for evaluation only and may be discontinued at any time. They are not covered by support commitments.

2.5. Compliance. Customer is solely responsible for the accuracy, content, and legality of Customer Data, and for obtaining all necessary consents. GoodBiz AI may remove Customer Data that violates these terms.

2.6. Account Deletion. Customer must delete its account when the Service is no longer needed. All Customer Data will be permanently deleted upon account closure.

3. Payment Terms

3.1. Invoicing; Payments. Customer will pay fees set forth in each Order Form. Self-serve fees are billed by credit card. All fees are noncancelable and nonrefundable unless otherwise stated. Disputes must be raised within 60 days of the invoice date.

3.2. Taxes. Customer is responsible for all applicable sales, use, value-added, excise, or similar taxes, except taxes based on GoodBiz AI's net income.

3.3. Delinquent Accounts. GoodBiz AI may suspend or terminate access for unpaid fees. Outstanding balances accrue a finance charge of 1.5% per month, or the maximum permitted by law, plus collection costs.

4. Use Rights and Restrictions

4.1. Limited License. GoodBiz AI grants Customer the right to access and use the Service in accordance with this Agreement.

4.2. License Restrictions. Customer may not: (a) reproduce, distribute, or create derivative works of the Service; (b) modify the Service; or (c) interfere with any security or access control feature.

4.3. Use Restrictions. Customer will not: (a) allow unauthorized access to the Service; (b) reverse engineer or decompile the Service; (c) resell or sublicense the Service; (d) use the Service to build a competitive product; or (e) introduce Prohibited Content.

4.4. Scraping. Automated data extraction from the Service is prohibited, except for archiving Customer's own data or as required by Applicable Law.

5. Ownership; Proprietary Rights

5.1. No Ownership Assignment. This Agreement grants SaaS use rights only. Neither party transfers ownership of assets to the other.

5.2. Customer Ownership. Customer retains all right, title, and interest in Customer Data and related intellectual property.

5.3. GoodBiz AI Ownership. GoodBiz AI retains all right, title, and interest in the Service and underlying software. No implied licenses are granted.

5.4. License Grant. Customer grants GoodBiz AI a nonexclusive, worldwide license to use and display Customer Data solely as necessary to provide the Service.

6. Confidentiality

6.1. Confidential Information. All information disclosed by one party to the other during the term is "Confidential Information." GoodBiz AI's includes non-public Service features and performance. Customer's includes all non-public Customer Data.

6.2. Exceptions. Confidential Information excludes information that: (a) is or becomes public through no fault of the recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's information.

6.3. Nondisclosure. Each party will not disclose the other's Confidential Information except to authorized personnel under equivalent obligations, or as required by law with advance notice where permitted.

6.4. Customer Identification. GoodBiz AI may identify Customer as a user and use Customer's name and logo in marketing, subject to Customer's prior written approval.

7. Term, Termination, and Modification

7.1. Term. This Agreement continues from the Effective Date through the end of Customer's subscription term, unless terminated earlier under Section 7.2.

7.2. Termination for Cause. Either party may terminate upon written notice if the other: (a) materially breaches this Agreement and fails to cure within 30 days; or (b) becomes insolvent or files for bankruptcy.

7.3. Effect of Termination. Upon termination: (a) Customer's license rights end immediately; (b) Customer may export data within 60 days; (c) all outstanding fees become due; and (d) Sections 5, 6, and 10–11 survive.

8. Warranties and Covenants

8.1. Authority. Each party represents it has full authority to enter this Agreement and doing so does not violate any other agreement.

8.2. Limited Warranty. The Service, used in accordance with this Agreement, will perform materially per the Documentation. Trial and beta features are provided as-is.

8.3. Support. GoodBiz AI provides problem diagnosis and resolution within a reasonable time. Support is available Mon–Fri, 9 AM–6 PM PT, excluding US public holidays.

8.4. Data Protection. GoodBiz AI will maintain reasonable administrative, physical, and technical safeguards to protect the security and integrity of Customer Data.

8.5. Compliance with Laws. Customer will comply with all applicable laws, including export controls. GoodBiz AI may terminate access for violations.

8.6. DISCLAIMER. EXCEPT AS STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." GOODBIZ AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GOODBIZ AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

9. Indemnification

9.1. By Customer. Customer will defend, indemnify, and hold harmless GoodBiz AI and its affiliates from all losses and claims arising from Customer Data or Customer's violation of this Agreement.

9.2. By GoodBiz AI. GoodBiz AI will defend, indemnify, and hold harmless Customer from claims that the Service infringes a third party's intellectual property rights, except where claims arise from Customer modifications, violations of this Agreement, or Customer Data.

9.3. Procedure. The indemnified party must: (a) promptly notify the indemnifying party; (b) allow the indemnifying party to control the defense; and (c) cooperate reasonably. Settlements require the indemnified party's prior written consent.

10. Limitations of Liability

10.1. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS OR GOODWILL — ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF LEGAL THEORY.

10.2. EACH PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF: (A) AMOUNTS PAID BY CUSTOMER TO GOODBIZ AI IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) US$100.

10.3. These limitations do not apply to payment obligations or misappropriation of intellectual property. Each limitation is severable and independent.

11. Miscellaneous

11.1. Amendments. No modification is effective unless in writing signed by both parties. GoodBiz AI may update these terms with notice; continued use after the effective date constitutes acceptance.

11.2. Notices. All notices must be in writing, sent by email or postal mail to the other party's primary contact.

11.3. Integration. This Agreement is the entire and exclusive understanding between the parties regarding the Service and supersedes all prior agreements.

11.4. Assignment. Neither party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

11.5. Severability. If any provision is invalid or unenforceable, it will be amended to the minimum extent necessary to achieve the parties' original intent.

11.6. Governing Law. This Agreement is governed by California law, without regard to conflict-of-law principles. Both parties consent to exclusive jurisdiction in California state and federal courts.

Questions? Contact us at legal@goodbiz.ai.