Terms of Service

Last Updated: August 25, 2025

These Terms of Service (together with any applicable Order Forms, exhibits, and incorporated attachments, the "Agreement") govern access to and use of the GuidedMind AI Platform and are entered into by and between GuidedMind AI, Inc., a Delaware corporation ("GuidedMind"), and the individual or entity ("Customer" defined below) that either: (a) enters into an Order Form that expressly incorporates this Agreement by reference; or (b) accesses or uses the GuidedMind AI Platform (including via a Free Access Subscription, as defined below).

If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates (as defined below) to the terms and conditions of this Agreement. If the individual accepting this Agreement does not have such authority or does not agree with the terms of the Agreement, such individual must not accept this Agreement and may not use the GuidedMind AI Platform.

Capitalized terms shall have the meaning outlined in Section 1 (Definitions) and others are defined contextually in this Agreement.

1. Definitions

"Affiliates" means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, "Control" means beneficial ownership of 50% or more of the voting power or equity in an entity.

"AI Services" means any machine learning, generative AI functionality, or other artificial intelligence systems utilized for the generation of AI Content.

"AI Content" means any inputs or outputs generated by AI Services.

"Cloud Deployment" means a version of the Licensed Platform hosted and operated by GuidedMind in GuidedMind's cloud environment.

"Customer" means in the case of an individual accepting this Agreement on his or her behalf, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) that have executed an Order Form.

"Customer Data" means electronic data and information submitted or generated by or for Customer in connection with its use of the Licensed Platform, including all inputs and outputs, including AI Content, observed or executed by the Licensed Platform.

"Documentation" means the electronic, online help files, technical documentation, and user manuals made available by GuidedMind for the Licensed Platform.

"Free Access Subscriptions" means limited access to the GuidedMind AI Platform that GuidedMind makes available to Customer free of charge. Free Access Subscriptions exclude access to premium features and purchased services according to an Order Form.

"High-Risk Activities" means activities where the use or failure of the Licensed Platform could lead to death, personal injury, or environmental damage.

"Licensed Platform" means the GuidedMind AI platform for developing, deploying, and managing RAG applications, AI agents, knowledge graphs, and workflow automation, made available to Customer via Cloud Deployment according to the Subscription Metrics set forth in an applicable Order Form executed hereunder.

"Order Form" means any GuidedMind online sign-up, order form, statement of work, service addendum, or other sign-up flow that references this Agreement and is hereby incorporated by reference.

"Personal Data" means Customer Data relating to an identified or identifiable natural person.

"Subscription Metrics" means the metrics used to determine Customer's access and use of the Licensed Platform, including but not limited to, the number of API calls, document storage capacity, number of AI agents, or other mutually agreed criteria as set out in an Order Form.

"Subscription Term" means the period during which Customer is entitled to use the Licensed Platform as outlined in the applicable Order Form.

"Third Party Products" means any product not developed or provided by GuidedMind that Customer may, at its own discretion, opt to use with the Licensed Platform, often as an integration via OAuth or API connections.

"Updates" means all updates and enhancements that GuidedMind generally makes available at no additional charge to its customers of the version of the Licensed Platform licensed hereunder who are current in payment of applicable Fees (defined below).

"User" means Customer's employees, consultants, and third-party contractors accessing the Licensed Platform on Customer's behalf according to the terms of this Agreement. For purposes of clarity, Users are named individuals who have access to the Licensed Platform through a login.

2. Access and Use of the Licensed Platform

2.1 Access and Use of Licensed Platform

Subject to Customer's compliance with the terms of this Agreement and timely payment of all applicable Fees, during the Subscription Term, GuidedMind will make the GuidedMind AI Platform available to Customer, solely for Customer's internal business use, in accordance with the Subscription Metrics and order terms set forth in the applicable Order Form.

2.2 Access to Users

Only authorized Users are permitted to access and use the Licensed Platform. Customer is solely responsible for (a) approving and maintaining access, identifying and authenticating Users, and controlling against unauthorized access by Users including use or access that is inconsistent with the Subscription Metrics purchased according to an Order Form; (b) maintaining the confidentiality of usernames, passwords and account information; (c) all activities that occur under its Users' usernames, passwords or accounts as a result of Users' access to the Licensed Platform; and (d) ensuring Users' abide by all applicable local, state, national and foreign laws applicable to Customer's use of the Licensed Platform. Customer will notify GuidedMind immediately of any unauthorized use of, or access to, the Licensed Platform, and will use reasonable efforts to promptly stop any unauthorized access to or use of the Licensed Platform.

2.3 License Restrictions

Customer may not directly or indirectly and may not authorize any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, structure, ideas, algorithms, or associated know-how of, the Licensed Platform, Documentation, or reconstruct, or discover, any hidden or non-public elements of the Licensed Platform (except to the extent expressly permitted by applicable law notwithstanding this restriction); (b) translate, adapt, create derivative works from or modify the Licensed Platform, Documentation, or any portion of any of the foregoing; (c) sell, resell, license, sublicense, distribute, rent, or lease the Licensed Platform in a service bureau or outsourcing offering; (d) use the Licensed Platform to develop a similar or competing product or service; (e) publish benchmarks or performance information about the Licensed Platform; (f) transmit unlawful, infringing, harmful data or code either to or from the Licensed Platform; (g) alter or remove any trademarks or proprietary notices contained in or on the Licensed Platform or Documentation; (h) circumvent or otherwise interfere with the Licensed Platform's operation, access or use restrictions or conduct any security or vulnerability test (without proper written authorization from GuidedMind); (i) use the Licensed Platform for High-Risk Activities, or (j) otherwise use the Licensed Platform except as expressly permitted in this Agreement.

2.4 Changes to Licensed Platform

Subject to Subsection 6.2(b) below, GuidedMind may issue new releases for the Licensed Platform during the Subscription Term which may include Updates, enhancements, or other modifications which will be included in the Fees set out in the Order Form.

2.5 Beta Releases

From time to time, GuidedMind may invite Customer and Users to discuss or evaluate certain pre-release or beta releases on a trial basis (collectively "Beta Releases") of the Licensed Platform. Customer may accept or decline any such evaluation or trial. Beta Releases (designated by GuidedMind as "beta," "pilot," "non-production evaluation", "design partner" or other similar designations) are solely for Customer's internal evaluation purposes. If Customer opts into Beta Releases, Customer agrees to participate in usage and other testing and provide Feedback (as defined below) about the Beta Releases, as reasonably requested by GuidedMind. Beta Releases are not considered the Licensed Platform under this Agreement, may not be supported, and may be subject to additional terms as outlined in an Order Form. GuidedMind may discontinue Beta Releases at any time and may never make Beta Releases generally available. GuidedMind will not be liable for any damages or harm arising out of or in connection with Beta Releases. Beta Releases are provided "As Is" without express or implied warranty and indemnity.

2.6 Free Access Subscriptions

GuidedMind may provide Customer with access to the Licensed Platform for free or on a trial basis. GuidedMind makes no promises that any Free Access Subscriptions will be made available under the same commercial or other terms. GuidedMind may terminate Customer's right to use any Free Access Subscriptions at any time in GuidedMind's sole discretion without liability; provided that GuidedMind will use commercially reasonable efforts to provide Customer fifteen (15) days' written notice (email to suffice) if GuidedMind elects to institute a fee for Customer's access to the Licensed Platform or terminate Customer's Free Access Subscription without cause. Any Free Access Subscriptions are provided by GuidedMind "AS-IS" and without any representations, warranties, performance, or data security guarantees or support obligations.

2.7 Third-Party Products

Third-Party Products may be available to Customer in connection with the Licensed Platform. By opting to use these integrations to Third-Party Products, Customer acknowledges that GuidedMind may access and exchange Customer Data with the Third-Party Products on behalf of Customer. All exchanges will be visible in the Licensed Platform as the Customer must supply proper authentication and authorization methods, often in the form of an access token. Third-Party Products may be subject to the third-party provider's additional terms and may require an additional fee to such providers to use the Third-Party Products. GuidedMind does not control and has no liability for Third Party Products, including their security, operation, functionality, or interoperability with the Licensed Platform.

3. Fees and Payment

3.1 Fees

Customer will pay GuidedMind all fees as outlined in the applicable Order Form ("Fees"). Except as outlined in Section 9.2, all payment obligations are non-cancelable, and Fees paid are non-refundable.

3.2 Payment Terms

Except as otherwise outlined in the applicable Order Form, all Fees will be billed monthly or annually in advance. All invoices for Fees are due and payable within the time frame and in United States Dollars ("USD") outlined in the applicable Order Form, without deduction or setoff. Interest accrues from the due date at the higher of 1.5% per month or the highest rate allowed by law ("Late Payment Interest"). Customer is responsible for providing complete and accurate billing and contact information to GuidedMind and notifying GuidedMind of any changes to such information. If Customer fails to pay any undisputed portion of a past due invoice within ten (10) business days after receiving notice that its account is overdue, GuidedMind may, without limiting its other rights and remedies, suspend access to or use of the Licensed Platform until such amounts are paid in full ("Non-Payment Suspension").

3.3 Credit Card Payment Terms

If Customer elects to pay via credit card, then Customer is responsible for either (a) enabling auto-recharge on Customer's payment instrument or (b) ensuring that Customer's payment instrument has a sufficient positive balance to cover all Fees due. If, for any reason, Customer has a negative balance on its payment account or its payment services provider declines to authorize payment for any reason, then GuidedMind reserves the right to suspend access to the Licensed Platform until all Fees are paid in full. Customer hereby authorizes GuidedMind to charge Customer's designated credit card account (or other means of payment) for the Fees outlined in the corresponding Order Form.

3.4 Taxes

Customer is responsible for any sales, use, Goods and Services Tax (GST), value-added, withholding, or similar taxes or levies that apply to its Order Forms (identified or not), whether domestic or foreign ("Taxes"), other than GuidedMind's income tax. Fees and expenses are exclusive of Taxes.

4. Proprietary Rights and License

4.1 Ownership; Reservation of Rights

As between GuidedMind and Customer, all rights, title, and interest in and to all intellectual property rights in the Licensed Platform and GuidedMind's Confidential Information are and will remain owned exclusively by GuidedMind and its licensors. Ownership in all Updates, derivatives, modifications, new functionalities, enhancements, and customization related to the Licensed Platform created by or on behalf of GuidedMind will immediately vest in GuidedMind upon creation. Nothing in this Agreement will preclude or restrict GuidedMind from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Licensed Platform. Other than as expressly outlined in this Agreement, no license or other rights in or to the Licensed Platform or other GuidedMind intellectual property rights are granted to Customer, and all such rights are expressly reserved to GuidedMind and its licensors.

4.2 Customer Data

As between Customer and GuidedMind, Customer Data and Customer Confidential Information are and will remain owned exclusively by Customer, the User, or their licensors, as applicable. Customer warrants that it has all rights necessary to provide any information, data, or other materials that it provides hereunder, and Customer hereby grants GuidedMind a worldwide, limited-term license to utilize Customer Data as necessary for GuidedMind to access and use Customer Data to provide the Licensed Platform in accordance with this Agreement and each Order Form executed hereunder. GuidedMind agrees that it will not use Customer Data and/or AI Content to train on, develop, or otherwise improve its products without Customer's explicit consent.

4.3 Operational Metadata

Customer agrees that GuidedMind may collect and use operational metadata to operate, maintain, improve, and support the Licensed Platform, including for diagnostics, analytics, system performance, and reporting purposes. GuidedMind will only disclose operational metadata externally if such data is (a) aggregated or anonymized with data across other customers, and (b) does not disclose the identity of Customer, Personal Data of its Users, or any Customer Confidential Information.

4.4 Feedback

To the extent that Customer or its Users provide any recommendations, suggestions, proposals, ideas, improvements, or other feedback regarding the Licensed Platform or Documentation ("Feedback"), Customer hereby grants GuidedMind an irrevocable, perpetual, royalty-free license to use, incorporate, and further develop such Feedback without any restrictions or attribution.

5. Confidentiality

5.1 Definition of Confidential Information

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data, AI Content; Confidential Information of GuidedMind includes the Licensed Platform including any discussions or information related to any Beta Releases; and Confidential Information of each party includes the terms of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

5.2 Protection of Confidential Information

The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) except as otherwise expressly consented to by an authorized representative of the Disclosing Party, limit access to Confidential Information to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those herein.

6. Representation, Warranties, Exclusive Remedies, Disclaimers

6.1 General Warranty

Each party represents and warrants (a) that it has validly entered into this Agreement and has the legal power to do so; (b) no authorization or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement, and (c) the execution, delivery and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

6.2 GuidedMind Limited Warranties

GuidedMind warrants that (a) the Licensed Platform will perform materially in accordance with the applicable Documentation; (b) GuidedMind will not materially decrease the overall functionality of the Licensed Platform during the current Subscription Term. Customer's exclusive remedy and GuidedMind's entire liability for a breach of the above warranties will be the correction of the deficient service that caused the breach of warranty, provision of comparable functionality, or, if GuidedMind cannot accomplish the foregoing in a commercially reasonable manner, as determined in its reasonable discretion, GuidedMind may terminate the deficient service and refund Customer any prepaid Fees related to the Licensed Platform prorated for the remainder of the Subscription Term following notice of the breach of warranty.

6.3 Disclaimers

Except as expressly provided herein, neither Party or its licensors makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each Party and its licensors specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by applicable law. GuidedMind does not warrant that Licensed Platform will be error-free or uninterrupted, will meet Customer's requirements or expectations, or that its security measures will be sufficient to prevent third-party access to Customer DATA.

7. Indemnification

7.1 Indemnification by GuidedMind

GuidedMind will defend Customer from and against any third-party claim to the extent alleging that the Licensed Platform, when used by Customer as authorized in this Agreement, infringes a third party's patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys' fees) or agreed in settlement by GuidedMind resulting from the claim.

7.2 Indemnification by Customer

Customer will defend GuidedMind from and against any third-party claim to the extent resulting from Customer Data, or Customer's breach or alleged breach of Section 2.3 (License Restrictions) (if used by GuidedMind per this Agreement) and will indemnify and hold harmless GuidedMind against any damages or costs awarded against GuidedMind (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from the claim.

8. Limitation of Liability

8.1 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE LICENSED PLATFORM GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER AND ITS AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE.

8.2 Damages Exclusion

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9. Term and Termination

9.1 Term of Agreement

This Agreement will commence on the Effective Date and continue until terminated as permitted herein (the "Term"). If there are no active Order Forms, this Agreement may be terminated by either party upon ninety (90) days' prior written notice.

9.2 Subscription Term

The initial Subscription Term and any applicable renewal Subscription Term will commence and expire following the start date and end date outlined in the Order Form. Unless otherwise specified in an Order Form, a Subscription Term will automatically renew for one (1) year on the same terms, unless either party gives the other party written notice (email is sufficient) of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.

9.3 Termination

Either party may terminate this Agreement or any Order Form by written notice if the other party is in material breach of this Agreement, where such material breach is not cured within thirty (30) days after written notice of the breach from the non-breaching party, or with immediate effect where such material breach cannot be cured. For the avoidance of doubt, Customer's noncompliance with Section 2.3 (License Restrictions) is deemed a material breach of this Agreement.

9.4 Data Export & Deletion

During a Subscription Term or within thirty (30) days thereafter upon Customer's written request, Customer may export Customer Data from the Cloud Deployments as may be described in the Documentation. After termination or expiration of this Agreement, within thirty (30) days of the request, GuidedMind shall delete Customer Data, and each party will delete any Confidential Information of the other in its possession or control.

9.5 Effect of Termination

Upon the termination of this Agreement for any reason: (a) all outstanding Order Forms and access to the Licensed Platform will automatically terminate; (b) Customer and its Users will immediately cease access and use of the Licensed Platform; (c) all outstanding payment obligations of Customer will become due and payable immediately.

10. General Provisions

10.1 Export Control

Each party will comply with all applicable Export Control and Sanctions Laws and Regulations in connection with providing and using the Licensed Platform. Without limiting the foregoing, (a) each party represents that it is not listed on any list of entities or individuals who are restricted from receiving U.S. services or items subject to U.S. jurisdiction; (b) Customer will not, and will ensure that Users do not, violate any Export Control and Sanctions Laws and Regulations; and (c) Customer will not use or cause any person to use the Licensed Platform to store, retrieve, or transmit technical data controlled under the U.S. International Traffic in Arms Regulations.

10.2 Anti-Corruption

Neither party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other party in connection with this Agreement.

10.3 Governing Law & Dispute Resolution

This Agreement will be governed by and construed under the laws of the State of California without reference to conflict of laws principles. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever. The parties will be subject to the exclusive jurisdiction of the state and federal courts located in the State of California, and the parties agree and consent to the exclusive jurisdiction and venue of such courts.

10.4 Assignment

Neither party may assign this Agreement, in whole or part, without the prior written consent of the other party, which will not be unreasonably withheld; however, either party may assign this Agreement without consent (a) to an Affiliate, or (b) in the event of a merger, corporate reorganization, or to a purchaser of a party's business entity in the event of a sale of all or substantially all of its business or assets relating to this Agreement.

10.5 Entire Agreement

This Agreement (together with any Order Forms, and linked terms) contains the entire agreement of the parties concerning the subject matter of this Agreement and supersedes all prior communications, representations, agreements, and understandings, either oral or written, between the parties concerning its subject matter. This Agreement may only be amended or waived by a writing signed by both parties.

10.6 Severability

If a provision of this Agreement is unenforceable or invalid, the provision will be revised to best accomplish the objectives of the parties as evidenced by this Agreement, and the remainder of this Agreement will continue in full force.

10.7 Contact Information

For questions about this Agreement, please use our secure contact form and select "Legal Inquiry" as your inquiry type.

Mailing Address: GuidedMind AI, Inc., [ADDRESS]

This Agreement is effective as of August 25, 2025 and governs your use of the GuidedMind AI platform and services.