Term of Use

THESE TERMS OF USE (“TERMS”) GOVERN YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY GOODIE AI INC. (“GOODIE”, “WE”, “US”, OR “OUR”) THROUGH THE SOFTWARE-AS-A-SERVICE PLATFORM AVAILABLE AT https://www.higoodie.com (THE “SERVICES”) AND ARE ENTERED INTO BY THE ENTITY OR INDIVIDUAL IDENTIFIED IN AN ORDER FORM (“CUSTOMER” OR “YOU”). THESE TERMS, TOGETHER WITH ANY ORDER FORMS AND POLICIES REFERENCED HEREIN (COLLECTIVELY, THE “AGREEMENT”), CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU AND GOODIE. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

“Order Form” means the ordering document, including any SaaS Services Order Form, pricing plan selection, checkout page, or similar document or interface entered into by Customer and Goodie that references these Terms.

“Customer Data” means all data, content, prompts, configurations, or materials submitted by or on behalf of Customer through the Services.

“Output” means reports, analytics, responses, or other informational results generated by the Services in response to Customer’s use or inputs.
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“Generated Content” means content created by the Services using artificial intelligence or similar technologies, such as product descriptions, metadata, and suggested responses.

“User” means any employee, contractor, or agent authorized by Customer to access and use the Services under Customer’s account.

During the subscription term, and subject to compliance with these Terms, Goodie grants you a limited, non-exclusive, non-transferable right to access and use the Services solely for your internal business purposes.

You are responsible for all activities conducted by your Users and must ensure that each User complies with these Terms, including maintaining the confidentiality of login credentials.

Your use of the Services may be subject to limitations based on your plan tier or usage thresholds, such as the number of tracked products, prompts analyzed, or user seats, as specified in the applicable Order Form.

The Services may integrate with third-party platforms (e.g., OpenAI, Perplexity, Google). Your use of third-party services is subject to those providers' terms and conditions. Goodie is not responsible for any acts or omissions of these third-party providers.

Goodie will use commercially reasonable efforts to provide access to the Services and technical support during normal business hours. However, we do not guarantee uninterrupted availability of the Services and reserve the right to perform maintenance, updates, or modifications to the Services from time to time. Any such maintenance or updates may result in temporary interruption to the Services.

We do not train AI models on your data or prompts unless explicitly agreed in a separate agreement.

All intellectual property rights in the Services, including technology, algorithms, analytics, and visualizations, belong exclusively to Goodie or its licensors. This includes the rights to any Output or Generated Content created through the Services, as well as any modifications, improvements, or derivative works based on the Services.

You are solely responsible for reviewing and vetting any Output or Generated Content before relying on it. Outputs may not be unique, and Goodie disclaims liability for reliance on any such content. If you provide feedback or suggestions to improve the Services, we may use it without obligation or compensation.

Any rights not expressly granted to you are reserved by Goodie.

Fees are specified in the applicable Order Form. All fees are due as invoiced and are payable in U.S. dollars unless otherwise specified. Late payments may incur interest at 1.5% per month or the maximum allowed by law, whichever is lower. All fees are exclusive of applicable taxes, which will be billed to you as required by law.

The Agreement remains in effect for the term specified in your Order Form, unless terminated earlier in accordance with these Terms. Subscriptions will auto-renew unless either party provides 30 days' written notice of non-renewal prior to the end of the current term, unless otherwise stated in the Order Form.

Either party may terminate the Agreement if the other materially breaches any provision and fails to cure such breach within 30 days of written notice. Upon termination, your access to the Services will be suspended, and Goodie may delete your Customer Data in accordance with our Privacy Policy.

Both parties agree to maintain the confidentiality of each other’s non-public, proprietary information. Customer Data is considered confidential information. Outputs and system data are Goodie’s confidential information. Each party may use the other’s confidential information solely for the purpose of fulfilling its obligations under the Agreement.

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GOODIE DOES NOT WARRANT THAT OUTPUTS OR GENERATED CONTENT WILL BE ACCURATE, ERROR-FREE, OR SUITED TO YOUR SPECIFIC NEEDS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GOODIE’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL GOODIE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF GOODIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These Terms are governed by the laws of the State of New York, without regard to conflict of law rules. Venue will be in the federal or state courts located in New York, NY.

Customer and Goodie agree to resolve any disputes, claims or controversies arising out of or relating to this Agreement (the “Dispute”) in accordance with this Section.

The parties will first attempt in good faith to resolve the Dispute by informal negotiation, which may include non-binding mediation if agreed by the parties. The informal negotiation period will begin when the party asserting the Dispute sends a written notice to the other party describing the facts and circumstances of the Dispute.

If, after sixty (60) days from the date the notice of Dispute is sent, the parties are unable to resolve the Dispute; either party may commence binding arbitration, unless the parties have agreed to extend the informal dispute resolution period by mutual written agreement. The parties agree that any Dispute not resolved informally shall be resolved on an individual basis through binding arbitration and not as a plaintiff or class member in any purported class or representative proceeding. The parties expressly waive any right to bring or participate in a class action, collective action, or any other representative action in any forum, whether in arbitration or otherwise.

The parties agree that exclusive jurisdiction for the Dispute shall be binding arbitration before one arbitrator and administered: (a) For US Customers: By Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator shall be selected in accordance with JAMS rules, or if the parties agree, from a list of at least three candidates provided by JAMS, with each party having the right to strike one candidate. (b) For non-US Customers: By the International Chamber of Commerce (“ICC”) pursuant to its Rules of Arbitration. The arbitrator shall be appointed in accordance with the ICC Rules.

If the parties fail to agree on an arbitrator within thirty (30) days after arbitration is initiated, the applicable arbitration administrator (JAMS or ICC) shall appoint an arbitrator according to its rules. Arbitration shall be initiated under the rules of Judicial Arbitration and Mediation Services, Inc. if Customer is a US entity or International Chamber of Commerce if Customer is a non-US entity. The arbitration shall be conducted in English, with a written decision stating the legal reasoning issued by the arbitrator. The parties will be responsible for paying their respective shares of any of the costs associated with the arbitration.

Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

BY ENTERING INTO THIS AGREEMENT, CUSTOMER AGREES IT IS HEREBY GIVING UP ITS RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

You may not assign these Terms without Goodie’s prior written consent. Goodie may assign these Terms in connection with a merger, acquisition, or sale of assets.

Goodie will not be liable for any delays or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, fire, flood, war, terrorism, or other unforeseeable events.

These Terms, along with your Order Form and the Privacy Policy, constitute the entire agreement between you and Goodie regarding the Services and supersede prior agreements or understandings.

For support or general inquiries regarding the Services, please contact:
Goodie AI Inc.
491 Broadway, Floor 2
New York, NY 10012
Email: hello@higoodie.com

We may update these Terms periodically. Material changes will be communicated through the Service or by email. Your continued use of the Services after the updated Terms have been communicated will constitute acceptance of those changes.