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Guild.ai CUSTOMER TERMS OF SERVICE

Last Updated: April 29, 2026

These Customer Terms of Service (these “Terms”) describe the terms and conditions by which you may access and/or use the Website and Services provided by Guild.ai, Inc. (including its successors and assigns, “Guild.ai,” “we,” “our,” or “us”). These Terms are a binding contract between, in the case of an individual accepting these Terms on his or her own behalf, such individual, or in the case of an individual accepting these Terms on behalf of an Organization, the Organization for which such individual is accepting these Terms (“Customer,” “you, or “your”) and Guild.ai. By accessing or using the Website or Services, you are agreeing to these Terms and acknowledging that you have read and understood our Privacy Notice. If you don’t agree to these Terms, you may not use the Website or the Services. We reserve the right to modify these Terms, as described below. 

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 16.2 (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 16.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Definitions

“Account” means a User Account or Organization Account on the Services, as applicable.,  Accounts provide Users and Organizations with certain functionalities, including Workspaces, credentials used to access Integrations, Agents, Integrations, and other resources created or used by the Account’s members, and a Subscription. 

“Agent” means an automated workflow deployed within the Services that performs Tasks. 

“Bring Your Own Integration” or “BYOI” means an Integration that is defined by a User. 

“Content” means content featured or displayed through the Services, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. “Content” also includes Services. 

“Integration” means software that allows Agents to connect to Third-Party Services (such as, by way of example and without limitation, GitHub, Slack, Jira, Gmail, Google Calendar, etc.), including any BYOIs.

“Organizations” means a company or entity which may set up multiple Workspaces on the Services to which it may invite Users. 

“Organization Account” means an account on the Services that is associated with an Organization rather than a User.

“Services” means the software-based services available at app.guild.ai, the Website, and any applications, software, products, beta products and other services provided by Guild.ai. 

“Subscription” means a particular portion of the Services that is available on an automatically renewing subscription basis, and your access thereto, as applicable.

“Subscription Fee” means the recurring amount due as consideration for a Subscription.

“Task” means an action performed by an Agent.

“Third-Party Services” means third-party sites, materials, services, or external platforms, authentications, APIs or Integrations that you (or your Agent) may connect and interact with using the Services.

“User” means a user of the Services. A User can be a member of any number of Workspaces, including but not limited to Organization Workspaces. Your Users are those of your employees, consultants, contractors, agents, and third parties whom you authorize to use your Workspace. 

“User Account” means an account on the Services that is associated with a User.

“User Content” means Content, written or otherwise, created or uploaded by you or your Users.

“Website” means the Guild.ai website and any other websites provided by Guild.ai. 

“Workspace” means a logical container where Users can collaborate and run Agents, and may which contain information regarding an Agent’s operation, including but not limited to, triggers, context, and session history.

2. Generally

The Services are designed to allow Customers like you to establish Workspaces for you and Users to collaborate and run Agents. The Agents you run via the Services can be connected to Third-Party Services via Integrations and, based on the permissions you grant to such Agents on such Third-Party Services, Agents will perform Tasks based on triggers and instructions you provide via the Services. You understand that while we take reasonable measures designed to ensure that Agents act within certain reasonable parameters, Agents utilize artificial intelligence technologies (“AI Technologies”) to perform Tasks and AI Technologies can struggle with complex tasks that require reasoning, judgment, and decision-making. You are responsible for ensuring that the permissions you grant to Agents on Third-Party Services are appropriate for your use case and otherwise for all results of your use of the Services.

If you enter into a separate agreement with us for provision of the Services, that agreement will govern your use of those Services. These Terms will continue to apply to your use of the Website. If you are a User and not a Customer, then our User Terms of Service, and not these Terms, governs your use of the Services.

3. Accounts

3.1. Registration. Users must sign up for an Account to use the Services. If you are entering into these Terms on behalf of an Organization, you represent and warrant that you have the authority to bind that Organization to these Terms and to establish an Account on the Services.

3.2. Responsibility for Account Activity. Customer will (a) be responsible for Users’ compliance with these Terms, (b) be responsible for the accuracy, quality and legality of User Content, the means by which Customer acquired User Content, Customer’s use of User Content with the Services, and the interoperation of any AI Technologies or Third-Party Services with which Customer uses Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly at support@guild.ai of any such unauthorized access or use, (d) use Services only in accordance with these Terms, our Acceptable Use Policy, and applicable laws and government regulations, and (e) comply with terms of service of any AI Technologies or Third-Party Services with which Customer or its Users use the Services, including but not limited to the User Terms of Service. Any use of the Services in breach of the foregoing by Customer or Users that in our judgment threatens the security, integrity or availability of our services, may result in our immediate suspension of the Services, however we will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

4. Services

4.1 Access and Use Grant. Subject to your compliance with these Terms, and any documentation we may make available to you, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Services, solely for your internal business purposes, as permitted by the features of the Services. We reserve all rights not expressly granted herein in and to the Services.

4.2. Your Compliance. You will use the Services in accordance with these Terms and our Applicable Use Policy.

4.3. Suspension Rights. We reserve the right to monitor your use of the Services and suspend access immediately and without prior notice if we detect prohibited activities. 

5. Beta Products

5.1. From time to time, we may offer services identified as early access, demo, beta or test products (or a similar description) and make them available to you under these Terms (each a "Beta Product"). 

5.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BETA PRODUCT IS IN A TESTING PHASE AND IS BEING PROVIDED AND MADE AVAILABLE ON AN "AS IS" OR "AS AVAILABLE" BASIS.

5.3. NOTWITHSTANDING ANYTHING ELSE SET FORTH IN THESE TERMS, YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF ANY BETA PRODUCT. THE BETA PRODUCTS MAY CONTAIN BUGS, ERRORS, DEFECTS, OR OTHER PROBLEMS, WHICH COULD RESULT IN A LOSS OF YOUR ASSETS. YOUR USE OF THE BETA PRODUCTS IS AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE BETA PRODUCT INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF ANY BETA PRODUCT.

6. Intellectual Property

6.1. Guild.ai Intellectual Property. You understand and acknowledge that we (or our licensors (including other Users), as applicable) own and will continue to own all rights (including intellectual property rights), title, and interest in and to the Services, all materials and Content displayed or otherwise made available on or through the Services (except as set forth below with respect to User Content) and all software, algorithms, code, technology, and intellectual property underlying or included in or with the Services, including without limitation any BYOIs we create in connection with your use of the Services (which shall be considered part of the Services). Use of any of our intellectual property for any purpose not expressly permitted by these Terms is strictly prohibited, and we hereby reserve all rights not granted to you hereunder.

6.2. Usage Data. We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, software, and any other information about your use of our products or the Services (but not including any User Content or Outputs themselves) (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including intellectual property rights), title, and interest in and to the same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Services; (b) to improve our products and services (including the Services), and to develop new products, services, and/or features; (c) to monitor your usage of the Services; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Services may contain technological measures designed to prevent unauthorized or illegal use of the Services; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including intellectual property rights, in and to the Services.

6.3. Open Source Software. Some software used in our Services may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these Terms, so please be sure to read those licenses. 

6.4. Feedback. To the extent you provide us any suggestions, recommendations, or other feedback relating to the Services or to any Guild.ai products or services (collectively, “Feedback”), you hereby assign to us all rights (including intellectual property rights), title, and interest in and to the Feedback, without providing any attribution or compensation to you or to any third party. Please treat Feedback as our Confidential Information (as defined below). 

7. User Content 

7.1. Responsibility for User Content. You and your Users may create or upload User Content while using the Services. You are solely responsible for the content of, and for any harm resulting from, any User Content that you and your Users post, upload, link to, or otherwise make available via the Service, including through any Integrations, regardless of the form of that Content. We are not responsible for any public display or misuse of your User Content. 

7.2. AI Technologies. The Services include features and functionalities supported by AI technologies. You and your Users may submit inputs via the Services (“Inputs”) and receive outputs from the Services based on such Inputs (“Output”). As between us, and to the extent permitted by applicable law, you: (i) retain all ownership rights in such Inputs; and (ii) own all Output. Except to the extent otherwise expressly set forth in this Agreement, we will only use Inputs and Outputs as necessary to provide you with the Services, comply with applicable law, enforce our policies, and improve the Services or our other products and services. However, we will not use your Inputs or Outputs to train machine learning AI models without your prior approval. You acknowledge that Output may not be unique and other users may receive similar content from the Services, and such similar content is not considered “Output” owned by you hereunder. You are solely responsible for all Input and represents and warrants that it has all rights, licenses, and permissions required to provide Inputs. You are solely responsible for yours and your Users’ use of all Output and evaluating the Output for accuracy and appropriateness for its use cases, including by utilizing human review where appropriate. ALL OUTPUT IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

7.3. Our Use of Your User Content. If you keep User Content private in a manner that is only viewable to you or your Organization, you grant Guild.ai a royalty-free, perpetual, irrevocable and worldwide license to reproduce, use, translate, modify, distribute, publicly display, publicly perform and otherwise act with respect to your User Content, in each case to enable us to provide and operate the Services, comply with applicable law, enforce our policies, and improve the Services or our other products and services. 

7.4. Public Content. If you share User Content publicly on the Services (e.g., by making it publicly viewable on Agent Hub), (each item, “Public Content”) then you also grant us and our service providers a royalty-free, perpetual, irrevocable and worldwide license to reproduce, use, translate, modify, distribute, publicly display, publicly perform and otherwise act with respect to your Public Content for the purpose of making that Public Content accessible to all Users of the Services, and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public Content in connection with the Services for any purpose. Additionally, to the extent you do not specify license terms in your Public Content submission, (a) if such Public Content consists of software code in any form, you agree to make such Public Content generally available to Users of the Services under the Apache 2.0 license, and (b) if such Public Content consists of any content other than software code, you agree to make such Public Content generally available to Users of the Services under the Creative Commons Attribution 4.0 International (CC-BY 4.0) license, and in each case you hereby grant to us and other Users of the Services all rights necessary to accomplish the foregoing.

8. DMCA Notice

We respect artists and content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (as it may be amended, “DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:

(a) a signature of a person authorized to act on behalf of the copyright owner;

(b) identification of the copyrighted work that you claim has been infringed;

(c) identification of the material that is claimed to be infringing and its location on the Services;

(d) information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

(f) a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to our DMCA Agent, using the following contact information:

Attn: DMCA Notice

Guild.ai, Inc.

Address: 

455 Market St Ste 1940

PMB 738683

San Francisco, California 94105-2448 

US Tel.: (707)266-6189

Email: legal@guild.ai

UNDER UNITED STATES FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that the procedure outlined herein is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable law.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Service and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

9. Integrations & Third-Party Services

THE SERVICES MAY CONTAIN LINKS TO OR INTEGRATIONS WITH THIRD-PARTY SERVICES (INCLUDING BYOIS) THAT ARE NOT OWNED OR CONTROLLED BY US, AND CERTAIN FUNCTIONALITIES OF THE SERVICES MAY REQUIRE YOUR USE OF THIRD-PARTY SERVICES, TO WHICH YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY’S TERMS AND CONDITIONS MADE AVAILABLE VIA ITS SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM OUR SERVICES, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF ANY THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE. 

10. Fees & Payment

10.1. General Payment Terms. Unless otherwise agreed between you and Guild.ai in writing, the fees (“Fees”) are set forth on our Pricing Page. We may offer the Services free of charge. However, we retain the right to charge Fees for certain services or any features or components thereof (“Paid Services”), which may include certain Subscriptions or usage-based charges for additional capacity, as detailed on our Pricing Page.  Any change to our pricing and payment terms will become effective in the billing cycle following our provision of notice of such change.

10.2. Your Payment Method.  To use Paid Services, you must provide us with at least one (1) valid payment card that is accepted by us and Payment Processor (each such card, a “Payment Method”). We use a third-party payment processor (the “Payment Processor”) to bill you through the Payment Method linked to your Account for any owed Fees. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you authorize each of us and Payment Processor to charge that Payment Method the applicable Fees and taxes, levies or duties (collectively, but, for clarity, excluding taxes based on our net income (“Taxes”), including, if applicable, on a recurring basis until you cancel your Subscription (including any notice period specified in the Cancellation Procedures section below). Fees and Taxes will be charged to your Payment Method on the specific payment date indicated in your Account. The length of your billing cycle will depend on the type of Subscription in which you are enrolled, if applicable. We may authorize your Payment Method in anticipation of Services-related charges through various methods.

10.3. Subscription Plans

10.3.1. Automatic Renewals. Subscriptions are available on an automatically renewing subscription basis and entail payment of Subscription Fees. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM IDENTIFIED IN YOUR ACCOUNT FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THAT INITIAL SUBSCRIPTION TERM (EACH SUCH PERIOD, A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED BELOW. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR SUBSCRIPTION AND THE CORRESPONDING SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF US AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS.

10.3.2. Automatic Billing and Policies. When you enroll in a Subscription, you expressly acknowledge and agree that: (i) each of us and Payment Processor is authorized to charge you, at the beginning of each Subscription Term, the Subscription Fee for the applicable Subscription, any applicable Taxes, and any other charges you may incur in connection with such Subscription, subject to adjustment in accordance with these Terms; and (ii) your Subscription is continuous until the earlier of: (A) your cancellation of such Subscription (including any notice period specified in the Cancellation Procedures section below) and (B) the suspension, discontinuation, or termination of your access to such Subscription or to the Services in accordance with these Terms. You understand and acknowledge that the amounts billed may vary due to Promotional Offers (as defined below), changes to the Subscription Fee in accordance with the payment terms set forth via the Services, and/or changes in applicable Taxes, and you authorize each of us and Payment Processor to charge your Payment Method the changed amounts.

10.3.4. Subscription Cancellation Procedures. To cancel any Subscription, you must notify us before the start of the next Subscription Term through your Account settings), or by contacting us at support@guild.ai. You will continue to have access to the Subscription through the end of the then-current Subscription Term. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR SUBSCRIPTION AND THE CORRESPONDING SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF US AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS. Cancellation; Refunds. You may de-activate your Account or at any time and we may suspend or terminate your Account, or the Services at any time, in our sole discretion. HOWEVER, YOU ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW, YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY SUCH CANCELLATION, SUSPENSION, OR TERMINATION,  ANY CONTENT OR DATA ASSOCIATED WITH YOUR ACCOUNT, OR ANYTHING ELSE. If you believe you have been improperly charged and would like to request a refund, please contact us at support@guild.ai.

10.4. Automation Pricing. Your Subscription may include a certain number of automations (“Automations”), as described in more detail on our Pricing Page.  If you exceed the number of included Automations, you may need to purchase more Automations to continue to use certain functionality on the Services.

10.5. Costs. YOU ARE SOLELY RESPONSIBLE FOR YOUR COSTS ASSOCIATED WITH USE OF THE SERVICES INCLUDING WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, NETWORK FEES, BACK-UP EXPENSES, LLM TOKENS (SUBJECT TO SECTION 10.6), COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA.  

10.6. LLM Tokens.  We may provide you with certain LLM tokens (“Tokens”)  as part of your Subscription.  If you exceed your allotment of Tokens, you may need to (i) use an API key to connect your own LLM provider to the Services, or y (ii) purchase additional Tokens from us in order to continue using the Services. Tokens are consumed when used and are non-transferable, and non-refundable except where required by law or in accordance with these Terms. Tokens do not expire, except where expiration is required by applicable law or by the payment terms made available to you at the time of purchase. Tokens have no cash value and cannot be redeemed for fiat currency. More information regarding Tokens is available on our Pricing Page which is incorporated to these Terms by reference.

REVIEW THE PRICING PAGE CAREFULLY AND CONTACT US WITH ANY QUESTIONS PRIOR TO INCURRING ANY FEES.

11. Term & Termination 

11.1. Termination by You. You may terminate your Subscription or access at any time by submitting a cancellation request to support@guild.ai. 

11.2. Termination by Guild.ai. Guild.ai may terminate your access immediately, without liability, if you breach any provision of these Terms (including failure to pay applicable Fees) and fail to cure the breach within fifteen (15) days of written notice or are in violation of applicable law. Guild.ai has the sole right to decide if you are in violation of any of the restrictions in these Terms.

11.3. Effects of Termination. Upon termination, your access to the Services ceases immediately.

11.4. Survival. Provisions that by their nature, should survive termination of these Terms will survive termination, including sections that address liability, indemnification, intellectual property, confidentiality and any payment obligations.

12. Confidentiality, Privacy 

12.1. Confidentiality. 

  • 12.1.1. Definition. From time to time, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Except for personal data, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without use of, reference to, or reliance upon the disclosing party’s Confidential Information. 
  • 12.1.2. Duty. The receiving party shall not use the disclosing party’s Confidential Information except to perform its obligations and exercise its rights hereunder nor shall it disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms, including to make required court filings. Further, notwithstanding the foregoing, each party may disclose the terms and existence of these Terms to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.
  • 12.1.3. Return of Materials; Effects of Termination/Expiration. On the expiration or termination of the Agreement, the receiving party shall, upon request, promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of these Terms; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms until such Confidential Information is no longer considered a trade secret under applicable law through no wrongful act or omission of the receiving party.

12.2. Privacy. By using the Services, you acknowledge our collection, use, and disclosure of your personal information and aggregated and/or anonymized data as set forth in our Privacy Notice, and that your personal information may be transferred to, and/or processed in, the United States. You may also choose to enter into our data processing agreement (“DPA”) with us by emailing us at privacy@guild.ai. If you enter into a DPA with us, then you acknowledge and agree that such DPA shall control our processing of personal information on your behalf.

13. Limitation of Liability

EXCEPT FOR LIABILITIES ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PORTION THEREOF. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. EXCEPT FOR LIABILITIES ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL ANY EITHER PARTY BE LIABLE FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR ONE THOUSAND U.S. DOLLARS ($1,000.00), WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS RUNNING THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (G) YOUR DATA, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Indemnification 

14.1. Guild.ai Indemnification. We shall defend and/or settle, at our option, any claim, suit, action, or proceeding brought against you by an unaffiliated third party alleging that the Services infringe or misappropriate such third party’s intellectual property rights, and we will indemnify you from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by you, or finally awarded against you, in connection with any such claim, suit, action, or proceeding. If such a claim is made or appears possible, you will permit us, at our discretion, to: (a) modify or replace the affected Service or component thereof to make it non-infringing; or (b) obtain the right for you to continue use of the affected Service or component. If we determine that neither alternative is reasonably commercially available, we may terminate these Terms, in their entirety or with respect to the affected Service or component, effective immediately on written notice to you, and will provide you with a prorated refund of prepaid fees for Services not received as of the date of termination. Notwithstanding the foregoing, we have no indemnification obligation hereunder to the extent the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by us or authorized by us in writing (to the extent the infringement would not have arisen but for such combination); (ii) modifications to the Services not made by us; (iii) User Content; (iv) Services provided at your direction or instruction or the results thereof (including BYOIs); or (v) Third-Party Services. THIS SECTION SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

14.2. Your Indemnification. You shall defend, indemnify, and hold us harmless from and against any Losses resulting from any claim, suit, action, or proceeding brought against us or our affiliates, or our or their respective directors, officers, employees, contractors, licensors, suppliers, representatives, agents, successors, and assigns (the “Guild.ai Indemnitees”) based upon or relating to: (a) User Content or the authorized use thereof in accordance with these Terms; (b) your use of the Services, including the results of any Tasks performed by Agents; or (c) your breach of this Agreement.

14.3. Indemnity Procedures. The party seeking indemnification (the “Indemnified Party”) shall provide the party from which indemnification is sought (the “Indemnifying Party”): (a) prompt written notice of any claim for which indemnification is sought (provided that no failure to so notify the Indemnifying Party shall relieve it of its obligations under these Terms except to the extent that it can demonstrate that it was materially prejudiced by such failure); (b) sole control of the defense and settlement of the claim (provided that neither party may settle or otherwise dispose of any claim in a manner that imposes an obligation on the other party without the other party’s prior written approval, not to be unreasonably withheld, conditioned, or delayed); and (c) all reasonable cooperation, at the Indemnifying Party’s request and expense, in the defense and settlement of the claim.

15. No Warranty; Disclaimers 

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE INTELLECTUAL PROPERTY, AND ANY OTHER INFORMATION AVAILABLE ON OR THROUGH THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF THE GUILD.AI INDEMNITEES WARRANTS THAT ANY CONTENT OR ANY OTHER INFORMATION CONTAINED IN, OR AVAILABLE VIA, THE SERVICES IS ACCURATE, COMPREHENSIVE, RELIABLE, USEFUL, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES ARE SO OBTAINED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR MOBILE DEVICE(S) AND/OR FOR LOSS OF DATA THAT RESULTS FROM THE SAME OR FROM YOUR ACCESS TO AND/OR USE OF THE SERVICES. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.

Further, Guild.ai does not warrant, endorse, guarantee, recommend, or assume responsibility for any product or service advertised or offered by any third party through the Services or any hyperlinked website or service, and Guild.ai will not be a party to, or in any way monitor, any transaction between you and third-party providers of products or services.

16. Governing Law, Arbitration, and Class Action/Jury Trial Waiver 

16.1. Governing Law. These Terms will be governed by the laws of the State of California, without respect to its conflict of laws principles. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, “FAA”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by applicable law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you live (if applicable) or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Confidential Information, or intellectual property rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that California is the proper and exclusive forum for any appeals of an arbitration award, or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable. 

16.2. Arbitration Agreement

  • 16.2.1. General. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms; (ii) access to or use of the Services, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Services; or (iv) any other aspect of your relationship or transactions with us as a User or consumer (each, a “Claim,” and, collectively, “Claims”). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.
  • 16.2.2. Opting Out of Arbitration Agreement. If you are a new User, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at legal@guild.ai with your full, legal name and stating your intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.
  • 16.2.3. Dispute Resolution Process. For any Claim, you will first contact us at legal@guild.ai and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the “Arbitrator”), under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. The arbitration will be conducted in the U.S. county where you live (if applicable) or New Castle County, Delaware, unless you and Guild agree otherwise. Each party will be responsible for paying any JAMS filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and we agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or whether any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.
  • 16.2.4. Equitable Relief. NOTHING IN THIS ARBITRATION AGREEMENT WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.
  • 16.2.5. Severability. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

16.3. Class Action/Jury Trial Waiver. BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THE FOREGOING APPLIES TO ALL USERS (BOTH NATURAL PERSONS AND ENTITIES), REGARDLESS OF WHETHER YOU HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. 

17. Modifications to these Terms

We may provide notifications to you via email or by posting such notice on the Website or in your Account, as we determine in our sole discretion. We may modify or update these Terms from time to time, and you should review this page periodically. These Terms apply to and govern your access to and use of the Website and Services effective as of the start of your access to the Website or Services, even if such access began before publication of these Terms. Your continued use of the Services after any change to these Terms constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or to any future Terms of Service, do not access or use (or continue to access or use) the Services.

18. General Provisions 

18.1. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

18.2. Entire Agreement; Severability. These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Services, will constitute the entire agreement between you and us concerning the Services. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

18.3. No Waiver. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

18.4. California Residents. The provider of the Services is Guild.ai, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

18.5. Contact. If you have any questions about these Terms and/or the Services, please contact us at info@guild.ai.

18.6. Non-Binding Adaptations. We may provide summaries, translations, or other adaptations of these Terms for your informational use. Such adaptations are not part of the Terms, are provided for informational (or entertainment) purposes only, and are not legally binding.

18.7. Language. These Terms were drafted in the English language, and this English language version of the Terms is the original, governing instrument of the understanding between you and us. In the event of any conflict between the English version of these Terms and any translation, the English version will prevail.