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    Goldilocks AI Platform Terms of Service

    Last Updated: July 10, 2026

    These Terms of Service ("Terms") are a legally binding agreement between the person or entity using the Service, whether by signing an Order Form or by registering an account and using the Service on a self-serve basis ("Customer," "you," "your"), and Goldilocks AI, Inc., a Delaware corporation, or the Goldilocks entity identified in an applicable Order Form, and its successors and assigns ("Goldilocks," "we," "us," "our"). Notices and contact: 1111B S Governors Ave #42159, Dover, DE 19904, USA; chris@goldi.ai (the "Contracting Entity Details").

    By signing an Order Form, clicking to accept, registering an account with Goldilocks, or accessing or using the Service, you agree to these Terms, including the Data Processing Addendum at goldi.ai/dpa (the "DPA"), which is incorporated by reference and deemed executed by both parties upon acceptance of these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind it, and "Customer" means that organization. If you do not agree, do not use the Service.

    1. DEFINITIONS

    • "Account Information": information you provide to create, support, and maintain an account.
    • "Authorized User": an employee, contractor, or agent of Customer, or personnel of an affiliate of Customer identified in an Order Form or approved by us in writing, granted access to the Service under Customer's account. Each Authorized User must be a natural person at or above the age of majority in their jurisdiction, using individual (not shared) credentials.
    • "Automated Access": access to the Service by any software agent, script, bot, AI system, or other automated means.
    • "Beta Services": features or offerings labeled alpha, beta, pilot, preview, or similar, made available at our discretion.
    • "Client Deliverable": a disclosure of Output Data permitted under Section 3.4.
    • "Credit": a limited, non-transferable, non-sublicensable right to access designated features or data through the Service, in the quantities set out in your plan or Order Form. Credits are not currency, have no cash value, are not redeemable, and confer no property interest.
    • "Credit Usage Schedule": the schedule of Credit consumption rates published at goldi.ai/pricing, incorporated by reference. We may modify consumption rates prospectively on notice; modifications do not affect Credits already consumed.
    • "Documentation": the usage documentation we make available for the Service, including the Credit Usage Schedule.
    • "Extension": a system, service provider, or individual handling Output Data solely on Customer's behalf under Section 3.3.
    • "Free Trial": a period during which we enable paid-plan functionality for Customer at no fee, as designated by us in writing or in an Order Form.
    • "Order Form": an ordering document executed by both parties referencing these Terms. In case of conflict, the Order Form prevails over these Terms, and these Terms prevail over the Documentation.
    • "Output Data": information made available to Customer through the Service, comprising licensed third-party data, information collected from publicly available sources, and data derived, generated, or verified by Goldilocks (including AI-generated summaries and assessments). Output Data does not include Submitted Data.
    • "Personal Information": information relating to an identified or identifiable individual, as defined under applicable law.
    • "Product Schedule": supplementary terms for a specific Goldilocks product or capability (for example, an API), published at a URL we designate. A Product Schedule applies when Customer activates or uses the corresponding product and forms part of these Terms; in case of conflict, the Product Schedule prevails for that product.
    • "Professional Services" and "Deliverables": consulting or professional services we agree to provide under an Order Form or statement of work, and any output identified there as a deliverable.
    • "Profile Record": Output Data relating to one identified individual, comprising at minimum the individual's name together with a role, employer, or contact detail.
    • "Recipient": any third party that receives or accesses Output Data for its own use or benefit. Extensions are not Recipients.
    • "Service": the Goldilocks platform, applications, Output Data, Beta Services, Professional Services, and associated infrastructure and analytics we provide.
    • "Service Metadata": technical and usage information we collect or infer in operating the Service (e.g., logs, query metadata, deliverability and performance data).
    • "Submitted Data": data, information, prompts, queries, files, and other content Customer or its Authorized Users submit to or store in the Service. Submitted Data does not include Output Data or Service Metadata.
    • "Third-Party Products": products, services, or applications not provided by us that you choose to use with the Service.

    2. ACCOUNTS, ELIGIBILITY, SECURITY, SUPPORT

    2.1 Accounts. You must provide accurate, current Account Information and keep contact details current. You may not register or operate multiple accounts to circumvent free-tier, trial, Credit, or rate limits; doing so is a material breach, and we may aggregate usage across such accounts for the purpose of applying limits and may terminate the offending accounts immediately without refund.

    2.2 Eligibility. Only Authorized Users may access the Service on your behalf. You are responsible for Authorized Users' acts and omissions and for their compliance with these Terms.

    2.3 Security. You will: keep credentials confidential and not share them; revoke access for terminated personnel promptly and in any event within 24 hours; notify us at chris@goldi.ai within 72 hours of any security incident affecting your account (compromised credentials, lost devices with access, malware); and report any vulnerability you discover to chris@goldi.ai. You are responsible for all activity under your account. We cannot guarantee total security of any online service.

    2.4 Beta Services. Beta Services are optional, may contain defects, are provided "as is" without warranty, indemnity, or service commitment, and may be modified or discontinued at any time.

    2.5 Third-Party Products. Use of Third-Party Products is at your own risk and subject to their terms. We do not warrant them and may change or discontinue compatibility.

    2.6 Support. We provide reasonable-efforts support by email during our business hours. No service levels or service credits apply unless stated in an Order Form.

    3. LICENSE; PERMITTED PURPOSE; EXTENSIONS; CLIENT DELIVERABLES

    3.1 License. Subject to these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable term to access and use the Service, and to view, store, and export Output Data returned in response to Customer's queries, solely for Customer's internal business operations within the Permitted Purpose. Export functionality is limited to results displayed in response to queries.

    3.2 Permitted Purpose. "Permitted Purpose" means one or more of: (a) expert identification, sourcing, and research; (b) business-to-business sales and marketing; (c) recruitment and talent sourcing; (d) investment and fundraising research, sourcing, and due diligence, including identifying investors, acquirers, and investment targets; (e) business intelligence and market research; and (f) fraud prevention and identity verification. Any other use requires our prior written approval.

    3.3 Extensions of Customer. Customer may store, process, and handle Output Data in and through its own systems and through third-party systems, service providers, and individuals acting solely on Customer's behalf (each an "Extension"), including CRM, applicant-tracking, storage, communication, analytics, AI and productivity, and outreach tools, and personnel such as employees, contractors, and agencies, provided in each case that: (a) the Extension processes Output Data solely to provide services to Customer for Customer's use within the Permitted Purpose; (b) the Extension acquires no right to use, retain, or disclose Output Data beyond what is necessary to provide its services to Customer, and in particular no right to resell or redistribute Output Data, to contribute it to any shared, cooperative, or contributor database, or to use it to train any machine-learning model; (c) individuals acting as Extensions are bound by confidentiality obligations; and (d) Customer remains fully responsible for each Extension's handling of Output Data. Handling by a compliant Extension is not a disclosure to a Recipient. Any individual who accesses the platform itself must hold a Seat under Section 6.2; receipt and use of exported Output Data downstream does not require a Seat.

    3.4 Client Deliverables. Where Customer provides services to its own clients within the Permitted Purpose, Customer may disclose to a client limited, engagement-relevant, person-level subsets of Output Data, including profile facts, experience and education history, and AI-generated summaries and assessments, provided that: (a) disclosures are made in the ordinary course of Customer's services and are never in bulk or raw form (no database extracts or wholesale exports); (b) the client is bound in writing not to redistribute, resell, or further disclose the data; (c) AI-generated content is presented as automated assessment and not as verified fact, and Customer is responsible for its presentation; (d) contact details sourced from the Service are excluded unless the individual concerned has consented to being introduced or contacted by or through the client; and (e) Customer remains responsible for its clients' handling of such disclosures.

    3.5 Free Trials. During a Free Trial, Customer receives the same license and rights in Output Data as a paid subscriber to the corresponding plan, subject to the seat, Credit, and duration limits of the trial and to changes we may apply under Section 21. On expiry of a Free Trial without conversion, Section 8.5 applies as it would to an expired paid subscription.

    3.6 Other transfers. Any provision of Output Data to a Recipient other than as permitted by Sections 3.4, 4.1, or 12.1 requires our prior written approval. Approval requests may be sent to chris@goldi.ai and will be considered in good faith.

    4. RESTRICTIONS

    Customer shall not, and shall not permit any Authorized User, Extension, or third party to:

    • resell, sublicense, redistribute, publish, or otherwise make Output Data available to any Recipient, or use Output Data for the benefit of or on behalf of any Recipient, except as expressly permitted by these Terms; Customer may publish aggregated, derived analyses that do not disclose Profile Records;
    • provide Output Data in bulk or raw form to anyone, or compile Output Data into any database, product, or service made available to third parties (Extension handling under Section 3.3 and internal storage are permitted);
    • use the Service or Output Data to build, train, improve, or benchmark a competing product or service, or use Output Data to train any third-party AI or machine-learning model;
    • reverse engineer, decompile, or disassemble the Service, or access it to discover its methodology, sources, or non-public interfaces;
    • scrape, crawl, harvest, or extract data from the Service by any automated means except as permitted under Section 5, or circumvent or attempt to circumvent rate limits, Credit or seat limits, free-tier limits, or other technical controls;
    • use Output Data for consumer (B2C) marketing or targeting of individuals in their personal capacity, or to create, contribute to, or activate digital advertising audiences or ad targeting without our prior written consent;
    • use the Service or Output Data to stalk, harass, threaten, defame, discriminate against, or de-anonymize any individual, for political targeting, or to impersonate any person or misrepresent affiliation;
    • use Output Data in violation of Section 10 (Communications Compliance) or Section 11 (Regulated Uses);
    • disclose Goldilocks as the source of any data except as permitted under Section 14.5 or with our written consent; or
    • use the Service in violation of applicable export controls or sanctions, or if Customer or any Authorized User is on a restricted-party list or located in an embargoed territory.

    5. AUTOMATED ACCESS, AI AGENTS, API

    5.1 All Automated Access is attributed to Customer, and Customer is fully responsible for actions taken by any agent or automation acting on its behalf or through its credentials.

    5.2 Automated Access is permitted only (a) through documented API endpoints under an applicable Product Schedule, or (b) through features we expressly enable in-product. Any other Automated Access, and any circumvention of technical limits, is a material breach.

    5.3 Rate limits, query caps, and Credit consumption apply equally to Automated Access.

    6. CREDITS, SEATS, FAIR USE

    6.1 Credits. Credit quantities are set by your plan or Order Form. Unused Credits expire at the end of the period for which they are allocated (monthly allowances at the end of that month; term allowances at the end of the term) and do not roll over. Once consumed, a Credit cannot be revoked and is non-refundable; no replacement Credits or refunds are provided based on the quantity or perceived quality of a particular record. Consumption rates are as published in the Credit Usage Schedule at goldi.ai/pricing. Credits may not be resold, transferred, or exchanged except with us. Committed Credit and Seat quantities may not be decreased during the then-current term.

    6.2 Seats. Access is licensed per named Authorized User ("Seat"). A Seat may not be used by more than one individual; Seats may be reassigned in good faith to eligible replacements. If credentials are shared or the number of individuals accessing the Service exceeds purchased Seats, we will notify Customer, and if the sharing or excess access is not remedied within five (5) business days, Customer is deemed to have purchased the additional Seats as of first such access, and we may invoice the corresponding fees pro-rated for the remainder of the term.

    6.3 Fair use. We may apply reasonable technical limits to protect the Service and other customers. If we reasonably suspect circumvention or abuse, we may suspend or limit access while we investigate.

    7. FEES, PAYMENT, TAXES

    7.1 Fees. Customer will pay the fees in the applicable plan or Order Form. Self-serve plans are billed via our payment processor; enterprise fees are invoiced and payable by wire or as stated in the Order Form. Fees are denominated and payable in USD unless the plan or Order Form states another currency. All amounts are payable without setoff, counterclaim, deduction, or withholding; if any withholding is required by law, Customer will gross up the payment so that we receive the full invoiced amount.

    7.2 Invoices. Unless the Order Form states otherwise, invoices are due within thirty (30) days. Late amounts (other than amounts disputed in good faith under Section 7.3) accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, and we may suspend the Service for non-payment after notice.

    7.3 Disputes. Fee disputes must be raised in writing within thirty (30) days of invoice; disputes not timely raised are waived.

    7.4 Taxes. Fees exclude taxes. Customer is responsible for all taxes, duties, and levies other than taxes on our net income. Where a supply to a business customer is outside the scope of, or subject to reverse charge or similar self-assessment under, applicable VAT, GST, or sales tax rules (including invoices from Goldilocks AI, Inc. to UK and EU business customers), invoices will state this and Customer is responsible for accounting for any such tax.

    7.5 No refunds. Except as required by law or expressly stated in these Terms or an Order Form, all payments are final.

    7.6 Fee changes. We may change fees and plan pricing prospectively: for term subscriptions, effective upon renewal, with notice at least thirty (30) days before the renewal date so that Customer may elect not to renew; for monthly self-serve plans, effective from the next billing period, with prior notice. Credit consumption rates change per the Credit Usage Schedule (Section 6.1). Fee changes never apply retroactively or mid-term to committed Order Form quantities unless the Order Form says otherwise.

    8. TERM, RENEWAL, TERMINATION

    8.1 Term. Subscriptions run for the period in the plan or Order Form. Annual subscriptions renew automatically for successive terms unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Monthly subscriptions may be canceled at any time, effective at the end of the current billing period.

    8.2 Termination for cause. Either party may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days of notice (ten (10) days for non-payment), or immediately upon the other party's insolvency. If we terminate for Customer's uncured material breach, all fees for the remainder of the then-current term become immediately due and payable.

    8.3 Termination for convenience; inactivity. We may terminate any paid subscription for convenience on thirty (30) days' written notice, in which case we will refund pro-rata prepaid fees for the unused period. Either party may terminate a free account at any time on notice, and we may deactivate and delete free accounts inactive for six (6) months or more.

    8.4 Suspension. We may suspend access, with prior notice where practicable, where reasonably necessary to prevent harm to the Service, other customers, or data subjects, to comply with law, or upon material breach, and will limit the suspension in scope and duration where practicable.

    8.5 Effect of termination. Upon termination or expiry: (a) all licenses end and Customer will cease use of the Service; (b) Customer may retain Output Data exported before termination, subject to the surviving restrictions in Sections 3.3–3.6, 4, 10, 11, and 14 and to Section 8.6; and (c) if we terminate for Customer's breach, Customer will instead permanently delete all Output Data in its possession and certify deletion in writing on request.

    8.6 Required deletion. Notwithstanding Section 8.5(b), we may require Customer to delete specified Output Data where deletion is required by applicable law, by a data subject request, or by our licensors, on at least thirty (30) days' written notice where practicable and limited to the specific data affected; Customer will comply promptly and certify on request. Customer Work Product under Section 12.1 is not affected by such deletion except to the extent it contains the specified Profile Records in retrievable form.

    8.7 Survival. Sections 1, 3.3–3.6 (as to retained data), 4, 7 (accrued fees), 8.5–8.7, 9.3, 10–12, 14–20, and 22 survive termination.

    9. SUBMITTED DATA; SERVICE METADATA

    9.1 Ownership and license. Customer owns Submitted Data. Customer grants us a non-exclusive, worldwide license to host, process, transmit, and display Submitted Data solely to provide, secure, maintain, and improve the Service and to comply with law. Customer represents that it has all rights and consents necessary to provide Submitted Data for such processing.

    9.2 Limits on our use. We do not use Submitted Data in identifiable form to train machine-learning models, do not disclose Submitted Data to other customers, and do not incorporate Submitted Data into Output Data made available to other customers. Our personnel and tooling may access and review Submitted Data (including queries) as needed to operate, support, secure, debug, and improve the Service and its automated systems, including assessing and improving the quality, accuracy, and efficiency of search, matching, summaries, and agent behavior, and evaluating Service performance, subject to confidentiality and the DPA. Any analytics, benchmarks, evaluation datasets, or statistical or machine-learning artifacts we retain or derive from such review are built from de-identified or aggregated data only, such that no Customer, Authorized User, client of Customer, or engagement of Customer is identifiable, and no individual is identifiable as a data subject of Submitted Data.

    9.3 Deletion. On written request at termination, we will delete or return Submitted Data as set out in the DPA. On account deletion, prompts and query history are de-identified. Residual copies in backups are deleted in the ordinary course.

    9.4 Sensitive data. Customer will not submit special-category data (as defined in UK/EU GDPR), health, financial-account, government-identifier, or children's data. We may delete such data on discovery.

    10. DATA PROTECTION; COMMUNICATIONS COMPLIANCE

    10.1 Roles and DPA. For the Goldilocks database and Output Data, each party is an independent controller of the Personal Information it processes. For Submitted Data, we act as Customer's processor. The DPA governs both relationships, including international transfers.

    10.2 Customer compliance. Customer will comply with all applicable data protection, privacy, marketing, and communications laws in its use of Output Data, including UK/EU GDPR, PECR, CCPA/CPRA, CAN-SPAM, CASL, and TCPA. Customer is solely responsible for the lawfulness of its outreach and processing.

    10.3 Opt-outs in outreach. Customer will include in its first communication to any individual contacted using Output Data a functioning opt-out mechanism or a clear and honored means to decline further contact, will honor opt-outs and objections promptly, and will comply with applicable do-not-contact registries.

    10.4 Suppression. If we notify Customer that an individual's data has been removed or suppressed (whether at the individual's request, a regulator's, or a licensor's), Customer will delete that individual's Output Data from its systems within thirty (30) days unless Customer has an independent legal basis to retain it (which Customer determines at its own risk), and will not re-acquire it through the Service. Where we make a suppression list available in-product, Customer will review it no less frequently than monthly and remove matching records on the same basis.

    10.5 CCPA. To the extent CCPA applies to Output Data, Customer will provide any required notices and honor any required consumer rights in respect of its own processing.

    11. REGULATED USES

    11.1 No consumer reporting. Goldilocks is not a consumer reporting agency and the Service does not provide consumer reports. Customer will not use the Service or Output Data, in whole or in part: (a) to determine any individual's eligibility for credit, insurance, housing, employment, government benefits or licenses, or for any purpose covered by the Fair Credit Reporting Act or analogous law; or (b) as a factor in any adverse decision about an individual. Identifying and contacting candidates or experts is permitted within the Permitted Purpose; making eligibility or adverse decisions about them using Output Data is not.

    11.2 No solely automated significant decisions. Customer will not use Output Data as the basis for decisions producing legal or similarly significant effects on an individual made solely by automated means without meaningful human involvement.

    11.3 Expert network and compliance-sensitive engagements. Customer is solely responsible for its own and its clients' compliance frameworks, including controls relating to material non-public information, restrictions on contacting or engaging particular individuals (for example current employees of covered companies, government officials, or healthcare professionals), pre-approval workflows, and restricted lists. The Service is a sourcing and research input only; it is not a compliance screen, and Customer will not rely solely on Output Data to verify compliance-relevant facts, including current employment status.

    12. OWNERSHIP; CUSTOMER WORK PRODUCT; FEEDBACK; PUBLICITY

    12.1 Customer Work Product. Customer owns its own reports, analyses, shortlist rationales, presentations, and other work product that incorporate limited elements of Output Data ("Customer Work Product"). We grant Customer a perpetual, non-exclusive, royalty-free license to Output Data solely as incorporated in Customer Work Product, for use within Customer's business and, where applicable, delivery to clients under Section 3.4. This license does not extend to the underlying Profile Records outside the Customer Work Product, and does not grant rights in our methodology, compilation, or other intellectual property.

    12.2 Our IP. We and our licensors retain all right, title, and interest in and to the Service, the Output Data as compiled and delivered, our methodology, models, and all related intellectual property. No rights are granted except as expressly stated.

    12.3 Feedback. If Customer provides feedback or suggestions, we may use them without restriction or obligation.

    12.4 Publicity. We may identify Customer by name and logo in customer lists on our website and marketing materials; Customer may opt out at any time by written notice. Case studies, testimonials, press releases, and any description of Customer's use of the Service require Customer's prior written consent.

    13. PROFESSIONAL SERVICES

    Where we provide Professional Services under an Order Form, Customer owns Deliverables upon full payment, excluding (a) our pre-existing intellectual property and methodology and (b) any Output Data contained in them, which remain ours and are licensed to Customer for use within the Deliverable for its internal business purposes and permitted Client Deliverables.

    14. CONFIDENTIALITY

    14.1 Protection. Each party ("Receiving Party") will protect the non-public information of the other ("Disclosing Party") disclosed under these Terms ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors bound by confidentiality obligations at least as protective. Output Data, our methodology, our non-public Documentation, and the identity of our data sources and licensors are our Confidential Information (sub-processors are published at goldi.ai/subprocessors); Submitted Data, Customer's queries, and the identities of Customer's clients and engagements are Customer's Confidential Information.

    14.2 Exclusions. Confidential Information excludes information that is or becomes public without breach, was lawfully known without restriction, is received from a third party without duty, or is independently developed.

    14.3 Compelled disclosure. Compelled disclosure is permitted to the minimum extent required by law, with prompt notice to the Disclosing Party where lawful.

    14.4 Return. On request, each party will return or destroy the other's Confidential Information, except as retained under law or standard backups.

    14.5 Source disclosure. Customer may disclose the categories of sources of Output Data (a) to data subjects and regulators to the extent required by applicable law, identifying source categories rather than named vendors where legally sufficient, and (b) to its clients under written confidentiality obligations for bona fide compliance diligence. Any other disclosure of our sources requires our written consent.

    15. WARRANTIES, DISCLAIMERS

    15.1 Mutual. Each party warrants it is validly existing, has authority to enter these Terms, and will comply with laws applicable to its own performance. Goldilocks warrants that it has all rights necessary to provide the Service and grant the licenses in these Terms.

    15.2 Data disclaimer. THE SERVICE AND OUTPUT DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT DATA IS ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. OUTPUT DATA IS ASSEMBLED FROM THIRD-PARTY AND PUBLIC SOURCES AND MAY CONTAIN ERRORS.

    15.3 AI outputs. Portions of Output Data are generated or assessed by artificial intelligence, including summaries and topic-authority assessments. Such outputs are automated estimates, not statements of fact, may be inaccurate or incomplete, and require human review before any consequential use.

    15.4 Compliance use. WE DO NOT WARRANT THAT THE SERVICE OR OUTPUT DATA WILL RENDER CUSTOMER OR ANY THIRD PARTY COMPLIANT WITH ANY LAW, REGULATION, OR STANDARD. IF CUSTOMER USES THE SERVICE AS AN INPUT TO ANY COMPLIANCE, SCREENING, OR VERIFICATION PROCESS, IT DOES SO AT ITS OWN RISK AND REMAINS SOLELY RESPONSIBLE FOR ITS COMPLIANCE.

    15.5 TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The Service is not legal advice. Nothing in these Terms excludes liability that cannot be excluded under applicable law, including for fraud or, where applicable law so provides, death or personal injury caused by negligence.

    16. INDEMNIFICATION

    16.1 By Customer. Customer will defend, indemnify, and hold harmless Goldilocks and its officers, directors, employees, contractors, licensors, and agents from claims, damages, and expenses (including reasonable legal fees) arising from: (a) Customer's use of the Service or Output Data, including communications sent to any individual and disclosures to Customer's clients and Extensions; (b) Customer's breach of these Terms, including Sections 3.3–3.6, 4, 10, and 11; (c) Submitted Data; or (d) Customer's violation of law or third-party rights.

    16.2 By Goldilocks. We will defend Customer against third-party claims alleging that the Service, as provided by us and used as permitted, infringes a patent, copyright, or trade secret, and will indemnify Customer for damages finally awarded or agreed in settlement. If such a claim arises or is likely, we may (a) procure the right for Customer to continue use, (b) modify the Service to be non-infringing without material loss of functionality, or (c) if neither is reasonably available, terminate the affected Service and refund prepaid fees for the unused period. This Section states our entire liability, and Customer's exclusive remedy, for infringement claims. It does not apply to claims arising from combination with items not provided by us, from Submitted Data, from use in breach of these Terms, or from Services provided free of charge.

    16.3 Procedure. The indemnified party will give prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party (no settlement imposing obligations on the indemnified party without its consent).

    17. LIMITATION OF LIABILITY

    17.1 Exclusions. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, HOWEVER ARISING.

    17.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO GOLDILOCKS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED US DOLLARS (USD 100).

    17.3 Exclusive remedy. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED MATERIAL BREACH BY GOLDILOCKS IS TERMINATION OF THE AFFECTED SUBSCRIPTION BY WRITTEN NOTICE AND A PRO-RATA REFUND OF PREPAID FEES FOR THE UNUSED PERIOD.

    17.4 Carve-outs. Sections 17.1–17.3 do not limit liability for Customer's payment obligations, Customer's breach of Sections 3.4–3.6 or of clauses (1)–(3) of Section 4 (unauthorized transfers, disclosure, and exploitation), the parties' indemnification obligations, or either party's fraud or willful misconduct.

    18. EQUITABLE RELIEF

    Breach or threatened breach of Sections 3.3–3.6, 4, 5, 9.2, or 14 may cause the non-breaching party irreparable harm; either party may seek injunctive or equitable relief in any competent court without posting bond, in addition to other remedies.

    19. AUDIT

    Customer will maintain records of its use and transfers of Output Data reasonably sufficient to demonstrate compliance with Sections 3, 4, and 10 during the term and for two (2) years after. On reasonable written notice, Customer will provide records-based verification of compliance. Not more than once annually, and only on reasonable suspicion of material non-compliance, we may audit relevant systems and records during business hours, under confidentiality, at our cost (shifting to Customer if material non-compliance is found), and without access to Customer's client-confidential materials, privileged materials, or unrelated systems.

    20. GOVERNING LAW; DISPUTE RESOLUTION

    20.1 US customers. If Customer's place of incorporation or principal place of business is in the United States: these Terms are governed by the laws of the State of Delaware, without regard to conflicts rules; disputes will be finally resolved by binding arbitration before a single arbitrator under the AAA Commercial Arbitration Rules, seated in Wilmington, Delaware (hearings may be remote); and the state and federal courts located in Delaware have exclusive jurisdiction over Excluded Claims.

    20.2 All other customers. Otherwise: these Terms and any non-contractual obligations are governed by the laws of England and Wales; disputes will be finally resolved by arbitration under the LCIA Rules by a single arbitrator, seated in London, in English; and the courts of England and Wales have exclusive jurisdiction over Excluded Claims.

    20.3 Excluded Claims. "Excluded Claims" means claims relating to unauthorized use, disclosure, or misuse of the Service, Output Data, or Confidential Information; collection of fees; and applications for injunctive or interim relief.

    20.4 Class waiver. All claims must be brought in the parties' individual capacities only; class, collective, consolidated, and representative proceedings are waived to the fullest extent permitted by law. The arbitrator may not consolidate claims.

    20.5 Informal resolution first. Before commencing arbitration or litigation (other than for interim relief), the initiating party will give written notice of the dispute and the parties will attempt in good faith to resolve it for thirty (30) days. Compliance with this Section is a condition precedent to formal proceedings; applicable limitation periods are tolled during the informal-resolution period. Arbitration proceedings, submissions, and awards are confidential except as needed for enforcement or as required by law.

    21. CHANGES TO THE SERVICE AND THESE TERMS

    21.1 We may modify the Service, its features, plans, and the Credit Usage Schedule. For paid subscriptions, we will give reasonable notice of material adverse changes, and if a change materially reduces the core functionality of a paid subscription during its term, Customer may terminate the affected subscription on notice and receive a pro-rata refund of prepaid unused fees, as Customer's sole and exclusive remedy for such change. Free tiers, Free Trials, and Beta Services may be changed, limited, or withdrawn at any time without notice.

    21.2 We may amend these Terms by posting the amended version with an updated date and, for material changes, notifying Customer by email or in-product notice at least thirty (30) days before effect. Continued use after the effective date constitutes acceptance; if Customer objects to a material adverse change, Customer may terminate the affected subscription effective at the change's effective date and receive a pro-rata refund of prepaid unused fees. Order Forms remain governed by the Terms version in effect at their execution unless the parties agree otherwise.

    22. MISCELLANEOUS

    • Entire agreement; precedence. These Terms, the DPA, applicable Product Schedules, the Documentation, and any Order Forms are the entire agreement and supersede prior understandings. Precedence: Order Form; Product Schedule; DPA (for its subject matter); these Terms; Documentation. Terms on any Customer purchase order or ordering document other than an Order Form are void.
    • Assignment. We may assign these Terms to an affiliate or in connection with a merger, reorganization, or sale of assets or equity; any change to the Contracting Entity Details will be notified and does not require Customer consent. Customer may not assign without our prior written consent, not to be unreasonably withheld, except to a successor in a bona fide corporate transaction that is not our competitor.
    • No third-party beneficiaries. There are no third-party beneficiaries to these Terms except the indemnitees named in Section 16.
    • Notices. Legal notices to us: chris@goldi.ai or the address in the Contracting Entity Details. Notices to Customer: account email or in-product notice.
    • Relationship. Independent contractors; no partnership, agency, or employment.
    • Severability; waiver. Invalid provisions are severed or reformed to the minimum extent; remaining terms stand. No waiver except in writing; no failure to enforce is a waiver.
    • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control; payment obligations are not excused.
    • Export. Customer will comply with applicable export and sanctions laws.
    • Monitoring. We may monitor use of the Service for compliance and security and act on reasonably suspected breach per Section 8.4.

    If you have questions about these Terms, contact chris@goldi.ai.