GoodSeeker Terms of Service and SaaS Agreement for Users and Customers

This Application is provided by:

GoodSeeker, Inc. (Owner)
1775 Tysons Blvd., 5th Fl.
Tysons, VA 22102, USA

Owner contact email: legal@goodseeker.com

Description of Services

GoodSeeker™ is a subscription software-as-a-service platform used to collect, create, request, receive, store, organize, manage, analyze, edit, approve, publish, share, distribute, and otherwise use user-generated content, stories, media, and related information for purposes that may include recognition, recruiting, marketing, communications, fundraising, engagement, education, advocacy, organizational learning, and other lawful activities.

Organizations may purchase or otherwise receive access to subscriptions (“Subscribers”) and may provide access to employees, contractors, customers, clients, donors, volunteers, alumni, students, partners, community members, or other individuals. Subscribers may also make certain portions of the Services available to Guests, non-registered users, or the public.

Content collected through the Services may be designated for internal use or, when authorized by the Subscriber or applicable User, made publicly available or distributed through websites, embedded experiences, links, feeds, social media, marketing materials, communications, or other channels.

The Services may include or interact with artificial intelligence, machine learning, automated processing, transcription, translation, summarization, categorization, recommendations, content generation, search, matching, analytics, application programming interfaces (“APIs”), integrations, media-processing services, third-party platforms, and other technologies or functionality that may change over time.

GoodSeeker provides technology and related support services. GoodSeeker does not act as the employer, publisher, editor, legal advisor, compliance officer, data controller for Subscriber-directed activities, marketing decision-maker, fundraising decision-maker, or other business decision-maker for a Subscriber or User merely by providing the Services.

Subscribers and Users remain responsible for their own content, decisions, instructions, permissions, consents, approvals, publication decisions, use of outputs, and compliance with laws, regulations, contractual obligations, organizational policies, and third-party rights applicable to their use of the Services.

Subscriber and User Agreement

These Terms govern:

• the purchase, access, and use of the Application and Services;
• the relationship between GoodSeeker and each Subscriber;
• the relationship between GoodSeeker and registered Users;
• the use of the Services by employees, contractors, administrators, contributors, guests, invitees, and other individuals;
• access to portions of the Services made available without registration or to the public; and
• any other related agreement or legal relationship between GoodSeeker and a Subscriber or User unless expressly governed by a separate written agreement.
  

Please read this Agreement carefully. If you do not agree to these Terms and Conditions in their entirety, you must not create an account, register for, access, purchase, or use the Services.

These Terms and Conditions and any policies, order forms, quotes, statements of work, data-processing terms, service-specific terms, or other terms expressly incorporated into them are collectively referred to as the “Agreement.”

For purposes of this Agreement:

“Subscriber” or “Customer” means an organization or person that purchases, subscribes to, receives, administers, or otherwise controls an organizational account for the Services.

“Administrator” means an individual authorized by a Subscriber to administer all or part of a Subscriber account, including Users, permissions, content, campaigns, publishing, settings, or integrations.

“User” means any registered individual who accesses or uses the Services.

“Employee User” means a User who accesses or contributes to the Services in connection with a current or former employer or other affiliated organization.

“Contributor” means an individual who submits Content through the Services, whether or not that individual maintains a registered account.

“Guest” means an individual who accesses or uses functionality made available without a registered account, including an individual invited to submit Content.

“Customer Content” or “User Content” means information, text, stories, responses, photographs, images, audio, video, documents, data, prompts, instructions, links, tags, metadata, and other materials submitted, uploaded, created, transmitted, imported, displayed, or otherwise made available through the Services by or on behalf of a Subscriber, User, Contributor, or Guest.

“AI Output” means any content, recommendation, classification, summary, transcription, translation, analysis, match, suggestion, response, or other result generated or materially assisted by artificial intelligence, machine learning, or automated technology.

“Third-Party Service” means any software, infrastructure, API, artificial-intelligence provider, hosting provider, authentication service, media processor, telecommunications provider, analytics provider, payment provider, integration, website, application, or other technology or service not controlled solely by GoodSeeker.

References to “you” or “your” mean the applicable Subscriber, User, Contributor, Guest, or other person accessing the Services, as the context requires.

Certain provisions apply differently depending upon whether you are acting as a Subscriber, Administrator, User, Employee User, Contributor, or Guest. Provisions applicable to an individual User do not eliminate the obligations of a Subscriber, and provisions applicable to a Subscriber do not eliminate obligations independently applicable to an individual User.

Acceptance

• Provider owns, licenses, or otherwise holds the rights necessary to provide the GoodSeeker software and Services.
• Subscriber wishes to obtain access to the Services for its authorized organizational purposes, and Users, Contributors, and Guests may access or use portions of the Services as authorized by GoodSeeker or a Subscriber.
• By purchasing the Services, accepting a quote or order, creating an account, registering, validating an email address, accepting an invitation, submitting Content, accessing functionality made available to you, or otherwise accessing or using the Services, you agree to be bound by this Agreement.
• If you accept this Agreement or use the Services on behalf of a company, nonprofit organization, school, government entity, employer, or other organization, you represent and warrant that you have authority to act on behalf of that organization with respect to your use of the Services and, where you purport to accept contractual terms on its behalf, that you have authority to bind that organization.
• If you do not have such authority, you may not accept contractual obligations on behalf of the organization.
• A Subscriber is responsible for determining who it authorizes to administer or access its organizational account and for appropriately managing such access.
• A User's access through a Subscriber does not make GoodSeeker responsible for the Subscriber's actions, instructions, employment practices, content decisions, permissions, publishing decisions, or use of information obtained through the Services.
• This Agreement becomes effective with respect to you when you first accept it or access or use the Services in a manner that constitutes acceptance under applicable law (“Effective Date”).

Application and Services Covered

“This Application” and the “Services” include, as applicable:

• GoodSeeker websites and subdomains through which the Services are made available, including goodseeker.com, my.goodseeker.com, app.goodseeker.com, gskr.co, and other domains or subdomains operated by GoodSeeker;
• web, mobile, tablet, kiosk, and other applications or interfaces;
• Application Programming Interfaces (“APIs”);
• embedded applications, widgets, feeds, links, QR-enabled experiences, public pages, and other distribution functionality;
• artificial-intelligence, machine-learning, automated-processing, transcription, translation, recommendation, search, matching, summarization, categorization, generation, and analytical functionality;
• integrations with third-party applications and services;
• software, scripts, instruction sets, templates, prompts, sample files, content files, and related functionality made available as part of the Services;
• documentation, training materials, onboarding, configuration assistance, customer support, and other related services provided by GoodSeeker; and
• any additional features, functionality, applications, or services that GoodSeeker makes available and identifies as being subject to this Agreement.

Certain functionality may depend upon Third-Party Services. The inclusion, integration, or availability of a Third-Party Service does not mean that GoodSeeker controls that service or guarantees its availability, performance, security, accuracy, continued operation, or future compatibility with the Services.

Eligability and Conditions of Use

To access, purchase, register for, or use the Application and Services, you agree that:

• You will use the Application and Services only in accordance with this Agreement and applicable law.
• You will provide truthful, accurate, current, and complete information about yourself and, where applicable, the organization you represent.
• You are not prohibited by GoodSeeker from using the Services.
• You are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to a comprehensive United States government embargo, and you are not identified on any applicable government list of prohibited or restricted parties.
• If you are accepting this Agreement on behalf of an organization, you have authority to do so.
• If you are under 18 years of age, you may use the Services only where such use is lawful and where any legally required authorization, consent, supervision, or approval has been obtained from a parent, guardian, Subscriber, school, employer, or other legally authorized party, as applicable.
• GoodSeeker is not responsible for independently verifying the legal capacity, age, authority, parental consent, employment status, organizational affiliation, or authorization of every User, Contributor, or Guest unless expressly required by applicable law.
• You will choose and maintain secure credentials and authentication methods permitted by the Services.
• You will keep your password, access credentials, authentication devices, and account recovery methods confidential and secure.
• You will not share, sell, transfer, assign, or permit unauthorized use of your account.
• You will comply with all laws, regulations, contractual obligations, organizational policies, confidentiality obligations, intellectual-property restrictions, privacy requirements, and other duties applicable to your use of the Services.
• You will provide and maintain the equipment, software, Internet connection, telecommunications services, devices, browsers, and other resources necessary to access the Services.
• You are responsible for any fees, data charges, telecommunications charges, or other costs you incur in accessing or using the Services.
• You will promptly notify GoodSeeker at the contact information provided in this Agreement if you know or reasonably suspect that your account, credentials, personal information, Customer Content, or access to the Services has been compromised, stolen, improperly disclosed, or accessed without authorization.
• You will not knowingly use the Services in a manner that creates an unreasonable security, legal, operational, reputational, or technical risk to GoodSeeker, a Subscriber, another User, or any third party;

You acknowledge that GoodSeeker provides technology that may be used by Subscribers and Users for a wide range of purposes. You are responsible for determining whether your particular use of the Services is lawful and appropriate.

Specific Terms Applicable to Employee Users and Other Affiliated Users

If you access or use the Services in connection with a current or former employer, client, school, nonprofit organization, membership organization, volunteer organization, or other affiliated entity, you agree that:

• You will maintain only accounts and organizational affiliations that accurately reflect your identity and authorized relationship with the applicable organization.
• You will not access an organization's account, private content, administrative functionality, or non-public areas after your authorization or affiliation ends unless the organization has expressly authorized continued access.
• You are responsible for complying with any applicable current or prior confidentiality agreement, nondisclosure agreement, intellectual-property agreement, employment policy, social-media policy, communications policy, privacy policy, public-relations policy, acceptable-use policy, or other contractual or organizational restriction.
• You will not submit, disclose, upload, or publish confidential, proprietary, restricted, personal, regulated, trade-secret, or other information that you are not authorized to disclose.
• You are responsible for the accuracy, lawfulness, and appropriateness of the Content you submit.
• You are responsible for activity occurring through your account until you properly terminate access or notify GoodSeeker or the applicable Subscriber of suspected unauthorized use.
• Content that you submit may be subject to permissions, approvals, privacy settings, consent selections, Subscriber policies, or other terms associated with the applicable request, campaign, organization, or submission flow.
• A Subscriber may be permitted through the Services to review, approve, edit, organize, publish, display, distribute, archive, export, or otherwise use Content submitted in connection with that Subscriber, but only to the extent the Subscriber has the legal right and authority to do so.
• GoodSeeker does not independently determine whether a Subscriber has sufficient employment, contractual, privacy, publicity, copyright, consent, or other legal rights to use a particular submission in a particular manner.
• The Subscriber, not GoodSeeker, is responsible for determining whether its intended use of Employee User or affiliated-user Content is lawful, appropriately authorized, and consistent with any applicable consent, release, organizational policy, employment obligation, or third-party right.

Acceptable Use (appropriate and prohibited)

The Application and Services may be used only for lawful purposes and within the scope for which they are made available.

Subscribers, Users, Contributors, and Guests are solely responsible for ensuring that their access to and use of the Services, their Content, their instructions to GoodSeeker, and their use of any output do not violate applicable law, regulation, contractual obligation, organizational policy, or third-party right.

GoodSeeker may take any action it reasonably determines is necessary or appropriate to protect the Services, GoodSeeker, Subscribers, Users, third parties, or the public, including restricting access, suspending accounts, removing Content, limiting functionality, terminating service, preserving evidence, or reporting suspected unlawful activity to appropriate authorities where legally permitted or required.

You Agree To:

• Use the Services in a lawful, professional, and responsible manner.
• Provide accurate information and keep account information reasonably current.
• Treat other Users, Contributors, Guests, and third parties respectfully.
• Use appropriate judgment before publishing, distributing, relying upon, or acting on Content or automated output.
• Promptly report suspected abuse, security incidents, unauthorized access, unlawful activity, or violations of this Agreement that materially affect the Services.
• Maintain appropriate internal policies, permissions, and controls for your own use of the Services.

You Agree Not To:

• Use the Services for any unlawful, fraudulent, deceptive, malicious, abusive, discriminatory, or unauthorized purpose.
• Upload, submit, publish, distribute, or transmit Content that you do not have the right to use, disclose, or provide.
• Violate the confidentiality, privacy, publicity, intellectual-property, trade-secret, contractual, employment, or other rights of another person or organization.
• Upload, distribute, or transmit malware, viruses, ransomware, spyware, harmful code, corrupted files, or other material intended to interfere with or compromise systems, devices, networks, accounts, or data.
• Conduct or attempt denial-of-service attacks, credential stuffing, unauthorized penetration testing, vulnerability exploitation, scraping, harvesting, crawling, or other activity that could disable, overload, impair, interfere with, or damage the Services.
• Attempt to bypass, disable, circumvent, probe, defeat, or interfere with authentication, authorization, rate limits, access controls, security features, usage restrictions, content controls, or protective measures.
• Reverse engineer, decompile, disassemble, decode, derive, extract, discover, or attempt to obtain the source code, underlying models, prompts, system instructions, algorithms, non-public APIs, architecture, or proprietary logic of the Services except to the limited extent such restriction is prohibited by applicable law.
• Use automated means, bots, agents, scrapers, crawlers, data-mining tools, or similar technologies to access or collect information from the Services without GoodSeeker's express authorization.
• Use the Services, Customer Content, AI Output, or other information obtained through the Services to train, develop, benchmark, replicate, or improve a competing artificial-intelligence model, software product, or service without GoodSeeker's prior written permission where such restriction is legally enforceable.
• Attempt to use prompt injection, adversarial instructions, jailbreak techniques, data-exfiltration methods, or other techniques intended to reveal confidential system information, bypass safeguards, manipulate automated functionality, or cause the Services to operate outside their intended scope.
• Impersonate another person or organization or misrepresent your identity, authority, employment status, affiliation, or relationship to any person or organization.
• Create or distribute deceptive synthetic media, fabricated testimonials, false stories, impersonations, or misleading representations using the Services.
• Use AI Output or automated output as independently verified fact where human review would reasonably be appropriate.
• Use the Services to make unlawful or prohibited employment, credit, housing, insurance, healthcare, education, legal, governmental, or other high-impact decisions.
• Use the Services in a manner where an error or failure could reasonably be expected to cause death, bodily injury, catastrophic property damage, or other severe harm without appropriate independent safeguards.
• Bully, threaten, stalk, intimidate, harass, exploit, or abuse another person.
• Post or distribute unlawful hate speech, threats, sexually exploitative content, unlawful pornography, or gratuitously violent material.
• Solicit, collect, store, or disclose account credentials or authentication information belonging to another person without authorization.
• Rent, lease, loan, sublicense, sell, resell, transfer, trade, or commercially exploit access to the Services except as expressly permitted by GoodSeeker.
• Copy, reproduce, distribute, display, or exploit Content belonging to other Users or Subscribers except as authorized by the applicable rights holder.
• Frame or use framing techniques to enclose GoodSeeker trademarks, logos, interfaces, page layouts, or proprietary content without permission.
• Send spam, unauthorized commercial communications, fraudulent solicitations, or other communications prohibited by law.
• Use the Services in a manner that infringes or misappropriates patents, copyrights, trademarks, trade secrets, publicity rights, privacy rights, or other proprietary rights.
• Facilitate, encourage, assist, or instruct another person to violate this Agreement.

GoodSeeker may establish additional technical, security, usage, rate, storage, or access limitations at any time where reasonably necessary to operate, secure, protect, or maintain the Services.

Conditions for User account registration

Registration and use of User accounts are subject to the following conditions:

• Accounts created by bots, scripts, or automated methods are prohibited unless expressly authorized by GoodSeeker.
• Unless otherwise permitted by GoodSeeker or the applicable Subscriber, each User must maintain only one personal account for the applicable identity.
• User accounts may not be shared with another person unless GoodSeeker expressly permits shared access for a particular function.
• Users must provide accurate registration information and keep material account information reasonably current.
• Users are responsible for maintaining the confidentiality and security of their credentials and authentication methods.
• Users must promptly report known or suspected unauthorized account access.
• Users may not permit unauthorized persons to use their account or access non-public organizational Content.
• Users are responsible for activity performed through their accounts to the extent such activity results from their acts, omissions, credential sharing, failure to secure credentials, or failure to promptly report known compromise.

Subscribers and Administrators are responsible for:

• determining which individuals may access the Subscriber's organizational account;
• assigning appropriate roles and permissions;
• periodically reviewing administrative privileges and User access;
• promptly disabling or removing access for persons who are no longer authorized;
• maintaining appropriate security practices for organizational credentials, devices, integrations, and connected systems;
• ensuring that invited Users and Contributors are authorized to receive access to the information made available to them; and
• configuring account, publishing, privacy, and permission settings appropriate to the Subscriber's own legal and organizational requirements.

GoodSeeker is not responsible for losses or claims resulting from a Subscriber's or Administrator's failure to properly configure, administer, restrict, review, or terminate User access.

Subscriber and User account termination

Subscribers and Users may terminate their account or stop using the Services in accordance with this Agreement, any applicable subscription terms, and any applicable Order Form or other written agreement.

Termination of an individual User account does not automatically terminate the Subscriber's account or subscription.

Termination of a Subscriber account may terminate or restrict associated User access.

Termination does not automatically revoke, delete, or invalidate Content that:

• was previously published or made public;
• was lawfully exported, downloaded, distributed, syndicated, embedded, or shared;
• is retained by another authorized Subscriber or User;
• must be retained by GoodSeeker or another party to comply with law, legal process, contractual obligations, backup procedures, security requirements, or legitimate recordkeeping needs; or
• remains in backups, archives, caches, logs, or disaster-recovery systems for a limited period.

Sections of this Agreement that by their nature should survive termination will survive, including provisions concerning intellectual property, Content rights, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, claim limitations, and other risk-allocation provisions.

Subscriber and User account suspension and deletion

GoodSeeker may suspend, restrict, disable, limit, or delete any Subscriber or User account, Content, integration, feature, or access to the Services where GoodSeeker reasonably determines that such action is necessary or appropriate.

Reasons may include, without limitation:

• violation or suspected violation of this Agreement;
• nonpayment or payment disputes;
• suspected fraud or unlawful activity;
• abusive or harmful conduct;
• security threats or suspected account compromise;
• unauthorized access;
• excessive, abusive, or technically disruptive use;
• misuse of artificial-intelligence or automated functionality;
• infringement or alleged infringement of third-party rights;
• legal, regulatory, sanctions, or law-enforcement requirements;
• requirements imposed by a Third-Party Service;
• conduct that may expose GoodSeeker, a Subscriber, another User, or a third party to legal, cybersecurity, operational, financial, or reputational risk; or
• circumstances where continued access may threaten the integrity, security, availability, or lawful operation of the Services.

GoodSeeker may take such action without prior notice where GoodSeeker reasonably determines immediate action is warranted.

Where practicable and legally appropriate, GoodSeeker may provide notice or an opportunity to cure.

Suspension, restriction, or deletion resulting from a Subscriber's or User's breach, misconduct, security failure, or other cause attributable to that Subscriber or User does not create a right to compensation, damages, reimbursement, refund, or extension of service.

Payment obligations that accrued before suspension or termination remain due.

False or disparaging information you share

The Services are designed to enable Subscribers, Users, Contributors, and Guests to submit stories, experiences, opinions, observations, ideas, media, and other user-generated Content.

GoodSeeker does not independently verify the truth, completeness, accuracy, authorship, ownership, legality, context, or fairness of all User Content and does not undertake to investigate disputes concerning User Content except where GoodSeeker determines action is appropriate or applicable law requires otherwise.

Each person who submits Content is responsible for that Content.

You may not use the Services to knowingly submit or distribute Content that:

• is unlawful;
• is knowingly false or materially misleading;
• unlawfully defames another person or organization;
• unlawfully invades privacy or publicity rights;
• discloses confidential, proprietary, restricted, or personal information without sufficient authority;
• infringes intellectual-property rights;
• constitutes unlawful harassment, threats, discrimination, or abuse; or
• otherwise violates this Agreement or applicable law.

GoodSeeker may remove, restrict, label, disable, or decline to distribute Content in its discretion, but GoodSeeker does not assume a general duty to monitor, fact-check, investigate, edit, or adjudicate disputes involving User Content.

Questions or complaints regarding alleged abuse may be directed to abuses@goodseeker.com.

Notices

You agree that GoodSeeker may provide notices concerning the Services, this Agreement, account activity, billing, security, privacy, product changes, suspension, termination, and other matters electronically where permitted by law.

Electronic notices may be provided by:

• email to an address associated with your account;
• notification within the Application or Services;
• a message displayed when you access the Services;
• SMS or telephone communication where you have provided appropriate contact information and such communication is permitted; or
• other reasonable electronic means.

You are responsible for maintaining current contact information.

Unless applicable law requires otherwise, notice sent to the most recent contact information associated with your account will be considered effective when transmitted.

Privacy

GoodSeeker takes privacy seriously. Information concerning GoodSeeker's collection, use, disclosure, retention, and other processing of personal information is described in the GoodSeeker Privacy Policy, which is incorporated into this Agreement by reference where applicable.

Subscribers acknowledge that they may use the Services to collect or process information concerning their employees, customers, donors, volunteers, students, alumni, partners, community members, contributors, or other individuals.

The Subscriber is responsible for determining:

• whether it has an appropriate legal basis and authority to collect and process information through the Services;
• what notices, consents, authorizations, releases, or disclosures are required;
• which individuals should receive access;
• how Content should be classified, retained, published, distributed, exported, or deleted;
• whether particular information is appropriate for submission to AI-enabled, automated, integrated, or third-party functionality; and
• whether its use of the Services complies with privacy, employment, marketing, fundraising, communications, records-retention, education, nonprofit, sector-specific, and other applicable laws or obligations.

GoodSeeker may process information on behalf of a Subscriber in accordance with the Subscriber's instructions, this Agreement, the Privacy Policy, and any applicable data-processing agreement.

Where required, additional data-processing, security, subprocessor, international-transfer, or privacy terms may be set forth in a separate Data Processing Addendum or other written agreement.

Except to the extent required by applicable law or expressly agreed in writing, GoodSeeker does not assume responsibility for determining whether a Subscriber's particular collection, publication, disclosure, retention, or other use of personal information is legally permissible.

Protecting Intellectual Property and Copyrights

GoodSeeker respects the intellectual-property, privacy, publicity, confidentiality, contractual, and other legal rights of Subscribers, Users, Contributors, Guests, and third parties.

Subscribers and Users are responsible for ensuring that Content they submit, upload, publish, distribute, display, process, or otherwise make available through the Services is lawful and does not violate the rights of others.

GoodSeeker may remove, restrict, disable, preserve, or otherwise act with respect to Content where GoodSeeker reasonably believes such action is necessary to comply with law, protect rights, respond to complaints, preserve security, prevent abuse, or enforce this Agreement.

Copyright Complaints and Reporting Infringement

GoodSeeker respects the intellectual-property rights of others and requires Subscribers and Users to do the same.

If you believe Content made available through the Services infringes your copyright, you may provide GoodSeeker with a notice containing sufficient information to identify and evaluate the claim.

A copyright notice should include:

• your name and contact information;
• identification of the copyrighted work claimed to have been infringed;
• identification and location of the allegedly infringing Content within the Services;
• a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner

Since U.S. law does not provide for a similar procedure for trademark infringement. We recommend that you use the process above with regard to any allegation of trademark infringement so we can address the matter.

Customer and User Responsibility as Content Creator

All information, data, text, stories, responses, prompts, instructions, photographs, graphics, audio, video, documents, messages, tags, metadata, links, and other materials made available through the Services are the responsibility of the person or organization from which the Content originated.

Users, Subscribers, Contributors, and Guests, and not GoodSeeker, are responsible for Content that they upload, submit, transmit, publish, import, display, distribute, or otherwise make available through the Services.

By making Content available through the Services, you represent and warrant that:

• you own the Content or have all rights, permissions, licenses, consents, releases, and authority necessary to submit and use the Content through the Services;
• your submission and use of the Content does not violate any copyright, trademark, patent, trade-secret, privacy, publicity, confidentiality, contractual, employment, nondisclosure, publicity, data-protection, or other right of any person or organization;
• where the Content includes the name, likeness, image, voice, statements, personal information, or other identifiable information of another person, you have obtained any authorization or consent required for the intended use;
• you have the right to provide any personal, confidential, proprietary, regulated, or sensitive information contained in the Content;
• your Content and instructions to GoodSeeker comply with applicable law and any policies or obligations applicable to you; and
• you will not rely upon GoodSeeker to determine whether your Content is lawful, accurate, appropriately authorized, or suitable for a particular use.

GoodSeeker does not undertake to pre-screen, verify, authenticate, investigate, fact-check, approve, or monitor all Content and makes no representation or warranty that Content submitted by Subscribers, Users, Contributors, or Guests is accurate, complete, truthful, lawful, non-infringing, properly authorized, or appropriate for any particular purpose.

GoodSeeker may provide tools that help Subscribers request permissions, record consent selections, approve Content, manage publication status, or apply internal workflows. Such functionality is provided as a technology tool and does not constitute legal advice or a guarantee that a particular consent, approval, release, workflow, or authorization is legally sufficient for every intended use or jurisdiction.

Publicly Available User-Generated Content

The Services may allow Subscribers or authorized Users to designate certain Content for public availability.

The decision to publish, display, distribute, embed, syndicate, share, promote, advertise, or otherwise make Content publicly available is made by the applicable Subscriber or authorized User, not by GoodSeeker.

Subscribers are solely responsible for determining whether they have sufficient rights, permissions, approvals, consents, releases, and lawful authority to make Content public.

GoodSeeker may provide publishing controls, approval workflows, consent indicators, privacy settings, expiration settings, links, feeds, embeds, public pages, or other distribution tools. The availability or operation of such functionality does not mean that GoodSeeker has independently determined that public use of particular Content is legally authorized or appropriate.

Content made public may be viewable, copied, indexed, cached, captured, downloaded, redistributed, linked to, archived, or otherwise retained by third parties outside GoodSeeker's control.

GoodSeeker cannot guarantee removal of copies of Content that have been lawfully or unlawfully copied, downloaded, indexed, archived, cached, embedded, syndicated, or redistributed by third parties after publication.

Where identifying information, profile information, photographs, video, audio, names, titles, organizations, or other information is included in public Content, such information may appear together with the published Content.

Subscribers and Users are responsible for reviewing Content and associated identifying information before making it public.

Consent for Subscriber Use of User-Generated Content

GoodSeeker may allow Subscribers to request, collect, document, manage, and display permissions or consent associated with User Content.

The Subscriber is solely responsible for determining the legal basis, scope, sufficiency, duration, and permitted uses of any consent, authorization, license, release, or permission associated with Content.

Where a User, Contributor, or Guest expressly grants permission through the Services for a Subscriber to use particular Content, the applicable Subscriber may rely on that permission only within the scope communicated to the person granting it and subject to applicable law, organizational policies, contractual obligations, and third-party rights.

Depending upon the applicable request, campaign, consent language, or submission process, authorized uses may include internal communications, websites, social media, advertising, recruiting, fundraising, advocacy, marketing, newsletters, presentations, publications, recognition programs, training, or similar lawful activities.

GoodSeeker does not independently determine whether a particular Subscriber's intended use falls within the scope of a consent or release.

The Subscriber is responsible for resolving questions concerning whether:

• consent is required;
• consent has been validly obtained;
• consent remains effective;
• consent may be revoked;
• additional permission is required for a new use;
• an employer, former employer, school, nonprofit organization, or other entity has legal authority to use particular Content;
• edits, adaptations, excerpts, combinations, or reuse of Content require additional authorization; or
• applicable employment, privacy, publicity, labor, education, nonprofit, marketing, advertising, fundraising, or other laws affect the intended use.

GoodSeeker's recording or display of a consent selection, approval status, permission indicator, or similar information does not constitute a legal determination regarding the validity or enforceability of that consent.

Users, Contributors, and Guests are responsible for reviewing the permission language presented to them before submitting Content.

If you do not wish to grant the permissions described in a particular submission request, you should not submit Content under that request unless another option is available.

Nothing in this section gives GoodSeeker independent ownership of User Content.

Do Not Infringe on GoodSeeker's Rights

GoodSeeker and its licensors retain all right, title, and interest in and to the Services and all intellectual property associated with them, other than Customer Content and User Content owned by Subscribers, Users, Contributors, Guests, or third parties.

This includes, without limitation:

• software;
• source code and object code;
• architecture;
• databases and data structures;
• APIs;
• user interfaces;
• workflows;
• platform functionality;
• designs;
• layouts;
• documentation;
• prompts and prompt libraries created by GoodSeeker;
• templates;
• methodologies;
• branding;
• trademarks;
• service marks;
• logos;
• graphics;
• trade dress;
• proprietary processes;
• algorithms;
• models;
• system instructions; and
• other technology, content, and materials owned or licensed by GoodSeeker.

GoodSeeker™, GoodSeeker logos, and other current or future GoodSeeker names, marks, slogans, graphics, and identifiers are trademarks or service marks of GoodSeeker or its licensors.

Except as expressly authorized in writing, you may not:

• copy, reproduce, modify, distribute, publish, sell, sublicense, or exploit GoodSeeker's proprietary technology or materials;
• use GoodSeeker's trademarks, logos, or branding in a manner likely to cause confusion;
• copy or substantially reproduce the look, feel, workflows, proprietary structure, or distinctive functionality of the Services;
• reverse engineer, decompile, disassemble, decode, or attempt to derive source code or non-public technology;
• extract or use proprietary prompts, system instructions, algorithms, models, methodologies, or internal technical information;
• use GoodSeeker intellectual property to create, train, develop, or market a competing product or service in violation of GoodSeeker's intellectual-property or contractual rights; or
• remove or alter proprietary notices appearing in the Services.

Nothing in this Agreement prohibits lawful competition or activity that cannot legally be restricted. This section is intended to protect GoodSeeker's intellectual property, confidential information, proprietary technology, and contractual rights and will be enforced to the maximum extent permitted by law.

GoodSeeker may revoke permissions previously granted to use its intellectual property where permitted by law or applicable agreement.

Do Not Infringe on the Rights of Other Users or Third Parties

You may not submit, publish, distribute, display, transmit, or otherwise use Content through the Services in a manner that infringes or violates another person's rights.

This includes copyrights, trademarks, patents, trade secrets, privacy rights, publicity rights, contractual rights, confidentiality obligations, moral rights, and other proprietary or personal rights.

You are responsible for ensuring that you have the necessary rights and permissions to use photographs, videos, music, recordings, documents, logos, quotations, written materials, personal information, likenesses, voices, and other Content.

GoodSeeker may remove or disable access to Content where GoodSeeker reasonably believes that the Content may violate this Agreement, applicable law, or third-party rights.

GoodSeeker may terminate or restrict the accounts of repeat or serious infringers where appropriate.

Removal of Content by GoodSeeker does not constitute a determination that infringement or other wrongdoing actually occurred, and failure to remove Content does not constitute a determination that the Content is lawful or non-infringing.

If you believe Content was removed in error, you may contact GoodSeeker using the applicable complaint or copyright procedure described in this Agreement.

Provider Rights to Use Content to Deliver the Services

Users, Contributors, Guests, and Subscribers retain their ownership rights in Content they own.

What belongs to you remains yours, subject to the rights and permissions you grant to Subscribers, other Users, third parties, and GoodSeeker under this Agreement or through your use of the Services.

By submitting or making Content available through the Services, you grant GoodSeeker a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, format, transcode, resize, convert, index, organize, analyze, back up, secure, deliver, distribute, and otherwise use the Content solely as reasonably necessary to:

• provide and operate the Services;
• carry out Subscriber and User instructions;
• enable requested features and functionality;
• host and display Content;
• process media;
• provide search, organization, analytics, transcription, translation, summarization, categorization, AI-assisted, and automated functionality;
• facilitate integrations and authorized distribution;
• provide technical support;
• prevent fraud, abuse, and security threats;
• maintain backups and disaster recovery;
• comply with legal obligations;
• enforce this Agreement; and
• maintain, secure, troubleshoot, and improve the Services.

This license continues for as long as reasonably necessary to provide the Services and fulfill the purposes described above and may continue after deletion or termination to the limited extent Content remains in backups, archives, logs, legal records, security records, previously authorized public distribution, or systems requiring reasonable time for deletion.

GoodSeeker does not acquire ownership of Customer Content merely because the Content is processed through the Services.

Unless separately disclosed and agreed, GoodSeeker will not use Customer Content to train a general-purpose artificial-intelligence model for unrelated third-party use.

GoodSeeker may use anonymized, aggregated, or de-identified information derived from use of the Services for analytics, security, product improvement, benchmarking, service development, and business operations, provided such information does not reasonably identify the Subscriber or individual User as the source.

You represent and warrant that you have sufficient rights to grant GoodSeeker the rights described in this section.

Content Retention, Export, and Deletion

Content may remain accessible or persist after an individual User deletes Content or stops using the Services where:

• the Content is retained by an authorized Subscriber;
• another User or Subscriber has lawfully exported, downloaded, copied, or received the Content;
• the Content was made public or distributed outside the Services;
• the Content is contained in system backups, archives, caches, logs, or disaster-recovery systems;
• retention is reasonably necessary for security, fraud prevention, legal compliance, dispute resolution, or enforcement;
• a legal hold or other legal obligation requires retention; or
• immediate deletion is not technically feasible.

GoodSeeker does not control copies of Content retained by Subscribers, Users, third parties, search engines, archival services, social-media platforms, websites, integrations, or other recipients outside the Services.

GoodSeeker may establish reasonable limits concerning Content storage, file size, bandwidth, processing capacity, retention, export, archival, and other technical resources.

Except where expressly agreed in writing or required by law, GoodSeeker does not guarantee permanent retention of any Content.

Subscribers are responsible for maintaining independent copies of Content they consider legally required, mission-critical, business-critical, irreplaceable, or otherwise requiring permanent retention.

Consent to Use Feedback

If you submit ideas, suggestions, recommendations, enhancement requests, comments, proposals, feature requests, product feedback, workflow ideas, or other feedback concerning GoodSeeker or the Services ("Feedback"), you acknowledge that the Feedback is provided voluntarily.

Unless GoodSeeker expressly agrees otherwise in writing, GoodSeeker has no confidentiality obligation concerning Feedback.

You represent that you have the right to provide the Feedback.

You grant GoodSeeker a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right to use, reproduce, modify, adapt, publish, distribute, commercialize, create derivative works from, and otherwise use the Feedback for any lawful purpose without payment, attribution, approval, or restriction.

This Feedback license does not give GoodSeeker ownership of Customer Content merely because the Content is submitted through the Services.

Complaints Regarding Content

GoodSeeker does not generally review or verify Content before it is submitted, stored, or published and is not responsible for the conduct of Subscribers, Users, Contributors, Guests, or other third parties.

By using the Services, you may encounter Content that is inaccurate, incomplete, disputed, misleading, offensive, inappropriate, unlawful, outdated, or otherwise objectionable.

The person or organization responsible for submitting or publishing such Content remains responsible for it.

GoodSeeker may, but is not obligated to, monitor, investigate, review, restrict, label, remove, preserve, or disable access to Content.

GoodSeeker's exercise of such discretion does not create a continuing obligation to monitor similar Content or establish a duty to detect or prevent future violations.

If GoodSeeker becomes aware of an alleged violation of this Agreement, GoodSeeker may investigate and may take any action it reasonably considers appropriate, including removing or restricting Content, suspending or terminating access, preserving records, notifying a Subscriber, or referring suspected unlawful activity to authorities where appropriate.

GoodSeeker does not undertake to act as an arbitrator, fact-finder, employer, investigator, publisher, editor, or adjudicator of disputes between Subscribers, Users, Contributors, Guests, employers, employees, or third parties.

Complaints regarding Content or alleged abuse may be submitted to abuses@goodseeker.com.

Advertising

The Services may include advertisements, sponsorships, promotional content, offers, links, recommendations, or other commercial materials provided by GoodSeeker, Subscribers, or third parties.

GoodSeeker may display advertisements or other commercial content within or in connection with the Services and may receive compensation or other consideration in connection with such content.

Unless expressly stated otherwise by GoodSeeker, the display, availability, or inclusion of any advertisement, sponsorship, promotion, product, service, organization, link, or other third-party content does not constitute GoodSeeker's endorsement, recommendation, warranty, representation, or approval of the advertiser, sponsor, product, service, organization, or claims made in connection with it.

Any interaction, communication, transaction, purchase, participation, or other relationship between you and an advertiser, sponsor, Subscriber, or other third party is solely between you and that third party.

GoodSeeker does not control and is not responsible for third-party advertisements, promotional claims, products, services, websites, privacy practices, terms, availability, accuracy, representations, fulfillment, performance, security, or conduct.

To the maximum extent permitted by applicable law, GoodSeeker shall not be liable for any loss, damage, claim, dispute, obligation, or expense arising from or relating to your reliance upon, interaction with, purchase from, participation with, or other relationship with an advertiser, sponsor, Subscriber, or third party whose content, advertisement, promotion, link, product, or service is displayed or made available through the Services.

Subscribers that use the Services to create, publish, distribute, sponsor, promote, advertise, or otherwise make commercial, fundraising, recruiting, advocacy, or promotional Content available are solely responsible for ensuring that such Content and activities comply with applicable laws, regulations, industry requirements, platform rules, organizational policies, and third-party rights.

GoodSeeker's provision of tools that enable a Subscriber to publish, promote, distribute, or advertise Content does not make GoodSeeker the advertiser, sponsor, publisher, fundraiser, employer, or promoter of that Content and does not constitute GoodSeeker's approval or verification of any claim contained in it.

Links and Integrated Third Party Services

The Services may contain links to, integrate with, rely upon, display content from, transmit information to, or otherwise interact with websites, applications, platforms, software, infrastructure, products, or services provided by third parties (“Third-Party Services”).

Third-Party Services may include, without limitation, hosting and cloud infrastructure providers, artificial-intelligence and machine-learning providers, APIs, authentication services, media hosting and processing services, content-delivery networks, email and messaging services, analytics services, payment processors, telecommunications providers, social-media platforms, embedded applications, and other technology providers.

GoodSeeker does not own or control Third-Party Services and is not responsible for their availability, accuracy, security, reliability, functionality, performance, content, policies, practices, terms, data handling, continued operation, or compatibility with the Services.

The availability of a link, integration, connection, or Third-Party Service through GoodSeeker does not constitute an endorsement, warranty, recommendation, representation, sponsorship, or approval by GoodSeeker.

Third-Party Services may change, restrict access, experience outages, modify APIs, alter functionality, impose new requirements, discontinue services, experience security incidents, change their terms or privacy practices, or otherwise act in ways outside GoodSeeker's control.

GoodSeeker does not warrant that any Third-Party Service or integration will remain available, uninterrupted, secure, compatible, or unchanged.

Where appropriate, GoodSeeker may modify, replace, suspend, restrict, or discontinue an integration or functionality that depends upon a Third-Party Service without liability where GoodSeeker reasonably determines such action is necessary because of technical, security, legal, contractual, operational, provider, or other considerations.

Your use of a Third-Party Service may be governed by separate terms, privacy policies, licenses, agreements, or other conditions established by the applicable third party. You are responsible for reviewing and complying with those terms where applicable.

You acknowledge that information transmitted to a Third-Party Service at your direction or through functionality you choose to use may be processed by that third party in accordance with applicable agreements, GoodSeeker's Privacy Policy, any applicable Data Processing Addendum, and the third party's applicable terms and practices.

GoodSeeker is not responsible for any loss, damage, claim, error, omission, delay, interruption, incorrect output, unauthorized access, data loss, security incident, privacy claim, intellectual-property claim, service failure, or other harm caused in whole or in part by a Third-Party Service or by circumstances outside GoodSeeker's reasonable control.

To the maximum extent permitted by applicable law, your use of or reliance upon Third-Party Services is at your own risk, and GoodSeeker shall have no liability arising from or relating to your access to, interaction with, reliance upon, or use of any Third-Party Service except to the extent such liability cannot lawfully be excluded or limited.

Nothing in this section limits any obligations GoodSeeker expressly assumes in a separate written agreement, Data Processing Addendum, or other contractual commitment applicable to a particular Third-Party Service or processing activity.

Changes to the Agreement

GoodSeeker may modify, update, supplement, or replace this Agreement from time to time to reflect changes to the Services, technology, business practices, legal or regulatory requirements, security requirements, Third-Party Services, artificial-intelligence or automated functionality, or other operational needs.

The version of this Agreement then in effect will be made available through the Services or on GoodSeeker's website and will identify the date on which it was last modified.

Where required by applicable law or where GoodSeeker determines that a change is material, GoodSeeker may provide notice of the change by email, through the Services, by posting a notice on its website, or by another reasonable method.

Unless otherwise stated in the notice or required by applicable law, updated Terms will become effective when posted.

Your continued access to or use of the Services after updated Terms become effective constitutes your acceptance of the updated Agreement to the maximum extent permitted by applicable law.

If you do not agree to a material change, you must discontinue use of the Services and, if applicable, terminate your subscription in accordance with the cancellation provisions of this Agreement and any applicable Order Form, quote, or other written agreement.

Changes to this Agreement will not retroactively alter payment obligations, liability allocations, or other material contractual rights that accrued before the effective date of the change where such retroactive modification is prohibited by applicable law.

If applicable law requires affirmative consent to a particular change, that change will apply to you only after the legally required consent has been obtained.

It is your responsibility to maintain current contact information associated with your account and to periodically review the Agreement made available through the Services or GoodSeeker's website.

Terms and Conditions of Sale

While the Services, subscription plans, features, functionality, and other offerings available through this Application are presented with the greatest accuracy reasonably possible, any descriptions, demonstrations, screenshots, graphics, images, videos, examples, sample outputs, presentations, or other representations are provided for general reference and illustrative purposes only and do not constitute a warranty or guarantee regarding the characteristics, functionality, performance, availability, or results of the purchased Services.

The specific Services, subscription plan, features, usage allowances, professional services, pricing, subscription term, and other characteristics of a Subscriber's purchase will be those identified during the purchasing process and, where applicable, included in the Quote, Order Form, Statement of Work, invoice, or other written purchasing document provided to or accepted by the Subscriber.

If a Quote, Order Form, Statement of Work, or other written purchasing agreement expressly provides terms that differ from these Terms with respect to the specific Services being purchased, the specific terms of that purchasing agreement will control with respect to that subject matter. All other provisions of these Terms will remain in effect.

Descriptions of planned, proposed, beta, experimental, or future functionality, including artificial-intelligence or automated features, do not constitute a commitment that such functionality will be delivered, remain available, or operate in any particular manner unless expressly stated as a binding commitment in a written agreement authorized by GoodSeeker.

Trial Period

Subscribers may have the option to test the Application or selected Services during a limited trial period. Unless otherwise expressly agreed in writing, a trial will automatically convert to a paid subscription at the end of the trial period.

Subscriber may request cancellation at any time before the trial end date. If the trial period expires without timely cancellation by Subscriber, the applicable paid subscription will begin automatically and Subscriber will be charged at least one month of the applicable subscription fee, unless otherwise agreed in writing.

Subscriber is responsible for cancelling the trial before its expiration if Subscriber does not wish to continue with a paid subscription.

GoodSeeker may limit, suspend, or terminate access to the Services following expiration of a trial period if payment has not been received or valid payment arrangements have not been established, unless otherwise agreed with Subscriber.

Trial Services may be subject to additional limitations, including limitations on functionality, usage, storage, support, integrations, artificial-intelligence features, or other capabilities. GoodSeeker does not guarantee that Content or configurations created during a trial will remain available following expiration or termination of the trial.

Subscriptions

Subscriptions allow Subscriber to access and use the Application and applicable Services continuously or regularly for the subscription period identified during the purchasing process or in the applicable Quote, Order Form, invoice, or other written agreement.

Unless otherwise agreed between GoodSeeker and Subscriber, a paid subscription begins immediately following any applicable free trial or introductory period or, if there is no trial or introductory period, on the date the subscription is activated or payment is received by GoodSeeker, as applicable.

The features, functionality, usage allowances, number or type of users, storage, support, integrations, artificial-intelligence functionality, and other Services included with a subscription may vary by subscription plan and may be subject to reasonable technical, usage, security, or operational limitations.

Subscriptions remain in effect for the applicable subscription term unless cancelled or terminated in accordance with the cancellation and renewal provisions of this Agreement or the applicable Quote, Order Form, or other written agreement.

Payment Terms

All fees are stated in United States Dollars and must be paid in United States Dollars unless otherwise expressly agreed in writing.

Except as expressly provided otherwise in this Agreement, an applicable Quote, Order Form, written guarantee, or as required by law, fees are non-refundable.

Monthly subscription payments are automatically processed on the date of the initial paid subscription and monthly thereafter using the payment method provided by Subscriber.

Unless otherwise stated in an applicable Quote, Order Form, or invoice, annual subscription fees must be paid to GoodSeeker within fourteen (14) days after Subscriber receives the applicable invoice.

Subscriber authorizes GoodSeeker and its payment processors to charge the payment method provided for all subscription fees and other amounts that become due under the applicable subscription or purchase.

Subscriber is responsible for maintaining accurate and current billing and payment information.

Failure to make payment when due may result in suspension, limitation, or interruption of access to the Services. Such suspension or interruption does not relieve Subscriber of amounts properly due and payable under this Agreement.

To the extent permitted by applicable law, Subscriber will be responsible for reasonable costs incurred by GoodSeeker in collecting materially overdue undisputed amounts.

Taxes

GoodSeeker may bill Subscriber for applicable taxes as a separate line item on an invoice or collect such taxes as part of the applicable transaction.

Subscriber is responsible for all applicable sales, use, value-added, excise, digital-services, and similar transaction taxes, duties, assessments, or governmental charges arising from Subscriber's purchase or use of the Services, excluding taxes imposed on GoodSeeker's net income, capital, property, or corporate franchise.

If Subscriber is legally entitled to an exemption from an applicable tax, Subscriber must provide GoodSeeker with valid and current documentation establishing the exemption before the applicable tax is collected.

If applicable law requires Subscriber to withhold or deduct an amount from a payment to GoodSeeker, Subscriber will provide GoodSeeker with appropriate documentation regarding the withholding or deduction and will comply with applicable tax requirements.

Adjustments

Subscribers will be informed during the purchasing process, or through an applicable Quote, Order Form, invoice, or other purchasing document, of the applicable subscription fees and any taxes, charges, or other costs associated with the purchased Services.

GoodSeeker may change the prices of the Application, subscriptions, Services, add-ons, or other paid offerings from time to time.

GoodSeeker will provide Subscriber with advance notice of a price increase applicable to an existing subscription. If Subscriber does not agree to the price increase, Subscriber may terminate the affected subscription in accordance with the cancellation provisions of this Agreement before the increased price becomes effective, without any additional termination penalty.

For annual subscriptions, a price adjustment will take effect no earlier than the Subscriber's next annual renewal date unless otherwise agreed in writing.

For monthly or quarterly subscriptions, a price adjustment will take effect no earlier than sixty (60) days after GoodSeeker provides notice of the adjustment to Subscriber, unless otherwise agreed in writing.

Price changes do not affect fees already paid or amounts already due for Services provided before the effective date of the price adjustment.

Delivery

The purchased Services will be performed, activated, or made available within the timeframe specified during the purchasing process or as otherwise stated in an applicable Quote, Order Form, Statement of Work, or other written agreement accepted by the Subscriber.

Any implementation, onboarding, configuration, integration, migration, training, or other delivery timeframe that depends upon Subscriber information, approvals, access, content, technical cooperation, third-party systems, or other Subscriber responsibilities may be extended if those requirements are delayed or not provided when reasonably required.

Unless expressly identified as a guaranteed delivery date in a written agreement authorized by GoodSeeker, delivery dates and implementation timelines are good-faith estimates and may be reasonably adjusted due to technical requirements, Subscriber-requested changes, Third-Party Services, security requirements, circumstances outside GoodSeeker's reasonable control, or other operational requirements.

Cancellation

Subscriptions may be cancelled by providing GoodSeeker with a clear and unambiguous cancellation or termination notice using the contact information provided in this Agreement, through applicable cancellation controls made available within the Application, or by email to billing@goodseeker.com.

Monthly subscriptions may be cancelled at any time. Cancellation will take effect at the end of the then-current monthly billing period, and recurring billing will cease for subsequent billing periods.

Annual subscriptions may be cancelled at any time after the first thirty (30) days following the applicable contract start date or renewal date by providing at least sixty (60) days' notice, unless otherwise agreed in the applicable Quote, Order Form, or other written agreement.

The sixty (60) day notice period provides GoodSeeker an opportunity to address or cure issues identified by Subscriber in the cancellation notice. GoodSeeker may use the first thirty (30) days of the notice period to address such issues, and Subscriber will have the remaining thirty (30) days to evaluate any cure or resolution provided by GoodSeeker.

Cancellation does not relieve Subscriber of fees or other amounts properly due before the effective date of cancellation. Except as expressly provided in this Agreement, an applicable Quote, Order Form, written guarantee, or as required by applicable law, amounts previously paid are non-refundable.

Upon the effective date of cancellation, GoodSeeker may discontinue or limit Subscriber's and its Users' access to the Services. Subscriber is responsible for exporting or retaining any Content or information it wishes to preserve before its access ends, subject to the export functionality included with the applicable Services.

Annual Renewals

Unless otherwise stated in an applicable Quote, Order Form, or other written agreement, annual subscriptions automatically renew for an additional twelve (12) month term on the applicable annual renewal date unless either GoodSeeker or Subscriber provides notice of non-renewal at least sixty (60) days before the end of the then-current subscription term.

If Subscriber provides notice of cancellation or non-renewal fewer than sixty (60) days before the applicable annual renewal date, the subscription will remain subject to a minimum ninety (90) day notice period, unless GoodSeeker agrees otherwise in writing or applicable law requires otherwise.

Any applicable price adjustment for a renewal term will be governed by the Price Adjustments provisions of this Agreement and any pricing terms contained in the applicable Quote, Order Form, or other written agreement.

Subscriber is responsible for maintaining current billing and contact information so that GoodSeeker can provide renewal, pricing, invoice, and other subscription-related communications.

Renewal does not affect any rights or obligations that accrued before the renewal date, and the renewed subscription will remain subject to this Agreement and any applicable Quote, Order Form, or other written agreement then governing the subscription.

Customer Acknowledgement Program

Subscriber agrees that GoodSeeker may identify Subscriber as a GoodSeeker customer and may use Subscriber's name, logo, and other publicly available brand marks for that limited purpose, including on GoodSeeker's website, customer listings, presentations, proposals, and other sales and marketing materials.

GoodSeeker's use of Subscriber's name, logo, or brand marks will be consistent with any written trademark or brand guidelines provided by Subscriber to GoodSeeker or otherwise made publicly available by Subscriber.

Subscriber represents that it has the authority to grant GoodSeeker this permission.

Subscriber may request that GoodSeeker discontinue future use of its name or logo for promotional purposes by providing written notice to GoodSeeker. GoodSeeker will make commercially reasonable efforts to remove the name or logo from future digital marketing materials within a reasonable period, but will not be required to recall, destroy, or modify materials previously produced or distributed.

Except for the limited permission provided in this section, neither party acquires any ownership interest in the other party's trademarks, logos, trade names, or other brand assets.

Service interruptions

TGoodSeeker may interrupt, restrict, or temporarily suspend the Services as reasonably necessary for maintenance, system updates, upgrades, security measures, repairs, infrastructure changes, introduction of new features, or other operational or technical requirements. Where reasonably practicable, GoodSeeker will seek to minimize disruption and provide appropriate notice of planned material interruptions.

The Services may also experience interruptions, delays, degraded performance, errors, or unavailability resulting from circumstances outside GoodSeeker's reasonable control, including failures or changes involving cloud infrastructure, hosting providers, Internet or telecommunications services, utilities, APIs, artificial-intelligence providers, authentication services, content-delivery networks, media-processing services, integrations, or other Third-Party Services. Interruptions may also result from cyberattacks, distributed denial-of-service attacks, malicious activity, governmental actions, labor disputes, infrastructure failures, natural disasters, power outages, or other force majeure events.

GoodSeeker will use commercially reasonable efforts to restore material Service interruptions within its reasonable control but does not guarantee uninterrupted, continuous, error-free, or continuously available operation of the Services.

If a paid Subscriber experiences a material Service interruption lasting more than forty-eight (48) consecutive hours that substantially prevents access to the core paid Services and is attributable to GoodSeeker, Subscriber may request a service credit of up to five percent (5%) of the fees associated with one (1) week of the affected Service, prorated as applicable for annual subscriptions.

Subscriber must notify GoodSeeker of the Service interruption within twenty-four (24) hours after becoming aware of it and provide information reasonably necessary for GoodSeeker to investigate the interruption. Failure to provide timely notice may result in forfeiture of the applicable service credit.

Service credits may not be redeemed for cash and will be applied against amounts due for the affected subscription. To the maximum extent permitted by applicable law, such service credits are Subscriber's sole and exclusive monetary remedy for Service availability or interruption claims unless otherwise expressly provided in an applicable Quote, Order Form, Service Level Agreement, or other written agreement.

Service credits do not apply to interruptions resulting from scheduled maintenance; Subscriber or User equipment, software, networks, configurations, actions, or omissions; Third-Party Services outside GoodSeeker's reasonable control; suspension required for security, legal, or compliance reasons; misuse of the Services; beta, preview, experimental, or artificial-intelligence functionality; or force majeure events.

GoodSeeker may modify, suspend, replace, or discontinue particular features, integrations, Third-Party Services, artificial-intelligence functionality, or other components of the Services where reasonably necessary for security, legal, regulatory, technical, provider, operational, or business reasons.

To the extent permitted by applicable law, GoodSeeker may also suspend or discontinue the Services as a whole. If GoodSeeker permanently discontinues a paid Service, GoodSeeker will provide reasonable notice where practicable and will reasonably cooperate with affected Subscribers to permit retrieval or export of available Subscriber Content in accordance with applicable law, this Agreement, and any applicable Data Processing Addendum.

Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOODSEEKER, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, AND OTHER PARTIES INVOLVED IN PROVIDING THE SERVICES (COLLECTIVELY, THE “GOODSEEKER PARTIES”) MAKE NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR YOUR ACCESS TO OR USE OF THE SERVICES.

THE SERVICES ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK.

WITHOUT LIMITING THE FOREGOING, GOODSEEKER DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, AVAILABLE, SECURE, ERROR-FREE, ACCURATE, COMPLETE, RELIABLE, FREE FROM HARMFUL COMPONENTS, OR SUITABLE FOR ANY PARTICULAR PURPOSE; THAT DEFECTS OR ERRORS WILL BE IDENTIFIED OR CORRECTED; THAT DATA, CONTENT, CONFIGURATIONS, COMMUNICATIONS, OR OTHER INFORMATION WILL NEVER BE LOST, CORRUPTED, ALTERED, MISDELIVERED, ACCESSED WITHOUT AUTHORIZATION, OR DELETED; OR THAT THE SERVICES WILL MEET ANY PARTICULAR BUSINESS, TECHNICAL, LEGAL, REGULATORY, SECURITY, MARKETING, COMMUNICATIONS, FUNDRAISING, EMPLOYMENT, RECRUITING, ENGAGEMENT, OR OTHER OBJECTIVE.

User and Subscriber Content

GOODSEEKER DOES NOT CONTROL OR DIRECT THE ACTIONS OF SUBSCRIBERS, USERS, CONTRIBUTORS, GUESTS, OR OTHER THIRD PARTIES AND DOES NOT WARRANT, VERIFY, ENDORSE, OR GUARANTEE THE ACCURACY, AUTHENTICITY, COMPLETENESS, TRUTHFULNESS, LEGALITY, OWNERSHIP, AUTHORIZATION, CONSENT, QUALITY, FAIRNESS, APPROPRIATENESS, OR RELIABILITY OF CONTENT SUBMITTED, CREATED, EDITED, APPROVED, PUBLISHED, DISTRIBUTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES.

GOODSEEKER IS NOT RESPONSIBLE FOR OFFENSIVE, INAPPROPRIATE, FALSE, MISLEADING, DEFAMATORY, OBSCENE, UNLAWFUL, INFRINGING, CONFIDENTIAL, PRIVATE, OR OTHERWISE OBJECTIONABLE CONTENT THAT MAY BE SUBMITTED OR ENCOUNTERED THROUGH THE SERVICES, OR FOR THE ONLINE OR OFFLINE CONDUCT OF ANY SUBSCRIBER, USER, CONTRIBUTOR, GUEST, OR OTHER THIRD PARTY.

THE AVAILABILITY OF TOOLS FOR REQUESTING, COLLECTING, EDITING, APPROVING, PUBLISHING, SHARING, PROMOTING, OR OBTAINING CONSENT FOR CONTENT DOES NOT CONSTITUTE A REPRESENTATION OR WARRANTY BY GOODSEEKER THAT THE CONTENT, CONSENT, RELEASE, APPROVAL, PUBLICATION, OR SUBSEQUENT USE IS LEGALLY SUFFICIENT OR APPROPRIATE FOR ANY PARTICULAR PURPOSE.

Artificial Intelligence and Automated Systems

THE SERVICES MAY INCLUDE OR RELY UPON ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, LARGE LANGUAGE MODELS, GENERATIVE AI, AI AGENTS, AUTOMATED ANALYSIS, TRANSCRIPTION, TRANSLATION, SUMMARIZATION, CLASSIFICATION, SEARCH, MATCHING, RECOMMENDATION, CONTENT GENERATION, OR OTHER AUTOMATED TECHNOLOGIES (COLLECTIVELY, “AI FEATURES”).

YOU ACKNOWLEDGE THAT AI TECHNOLOGY IS EVOLVING, PROBABILISTIC, AND INHERENTLY SUBJECT TO UNCERTAINTY. AI FEATURES MAY PRODUCE OUTPUTS THAT ARE INCORRECT, INCOMPLETE, INACCURATE, MISLEADING, BIASED, INCONSISTENT, OUTDATED, OFFENSIVE, UNEXPECTED, DUPLICATIVE, OR OTHERWISE UNSUITABLE FOR A PARTICULAR PURPOSE.

THE SAME OR SIMILAR INPUTS MAY PRODUCE DIFFERENT OUTPUTS, AND DIFFERENT USERS MAY RECEIVE THE SAME OR SIMILAR OUTPUTS. AI OUTPUTS MAY RESEMBLE, REFER TO, OR CONTAIN ELEMENTS SIMILAR TO CONTENT CREATED BY OTHER USERS OR THIRD PARTIES.

GOODSEEKER MAKES NO REPRESENTATION OR WARRANTY THAT ANY AI-GENERATED OR AI-ASSISTED OUTPUT IS ACCURATE, COMPLETE, RELIABLE, UNIQUE, ORIGINAL, NON-INFRINGING, COPYRIGHTABLE, LEGALLY PROTECTABLE, LAWFUL, UNBIASED, APPROPRIATE, OR SUITABLE FOR PUBLICATION OR ANY PARTICULAR USE.

GOODSEEKER DOES NOT WARRANT THAT AI FEATURES WILL IDENTIFY ERRORS, FALSE INFORMATION, INFRINGEMENT, CONFIDENTIAL INFORMATION, PERSONAL INFORMATION, BIAS, INAPPROPRIATE CONTENT, SECURITY THREATS, OR OTHER POTENTIAL PROBLEMS.

AI FEATURES MAY DEPEND UPON THIRD-PARTY MODELS, INFRASTRUCTURE, DATA PROCESSING, APIS, OR OTHER THIRD-PARTY SERVICES. SUCH THIRD PARTIES MAY CHANGE THEIR MODELS, SYSTEMS, OUTPUTS, POLICIES, SAFETY MEASURES, SECURITY PRACTICES, TERMS, FUNCTIONALITY, AVAILABILITY, OR TECHNICAL REQUIREMENTS WITHOUT GOODSEEKER'S CONTROL. GOODSEEKER DOES NOT WARRANT THE CONTINUED AVAILABILITY, PERFORMANCE, BEHAVIOR, SECURITY, OR CHARACTERISTICS OF ANY THIRD-PARTY AI SYSTEM.

LAWS, REGULATIONS, INDUSTRY STANDARDS, INTELLECTUAL-PROPERTY RULES, PRIVACY REQUIREMENTS, AND OTHER LEGAL PRINCIPLES APPLICABLE TO ARTIFICIAL INTELLIGENCE AND AUTOMATED PROCESSING ARE CONTINUING TO DEVELOP. GOODSEEKER DOES NOT WARRANT THAT AN AI FEATURE OR OUTPUT WILL BE APPROPRIATE OR COMPLIANT FOR EVERY USER, INDUSTRY, JURISDICTION, OR USE CASE.

SUBSCRIBERS AND USERS ARE RESPONSIBLE FOR DETERMINING WHETHER AND HOW AI FEATURES SHOULD BE USED AND FOR ENSURING THAT THEIR USE COMPLIES WITH APPLICABLE LAW, CONTRACTUAL OBLIGATIONS, ORGANIZATIONAL POLICIES, AND THIRD-PARTY RIGHTS.

Human Review and Reliance on AI and Automated Outputs

AI OUTPUTS AND OTHER AUTOMATED RESULTS ARE TOOLS INTENDED TO ASSIST USERS AND ARE NOT A SUBSTITUTE FOR HUMAN JUDGMENT, REVIEW, VERIFICATION, OR APPROVAL.

SUBSCRIBERS AND USERS ARE RESPONSIBLE FOR REVIEWING AND, WHERE APPROPRIATE, VERIFYING ANY AI OUTPUT, RECOMMENDATION, SUMMARY, TRANSCRIPTION, TRANSLATION, CLASSIFICATION, MATCH, ANALYSIS, GENERATED CONTENT, OR OTHER AUTOMATED RESULT BEFORE RELYING UPON, PUBLISHING, DISTRIBUTING, USING, OR ACTING UPON IT.

GOODSEEKER DOES NOT MAKE DECISIONS ON BEHALF OF SUBSCRIBERS OR USERS REGARDING EMPLOYMENT, RECRUITING, FUNDRAISING, MARKETING, COMMUNICATIONS, PUBLICATION, LEGAL COMPLIANCE, PERSONNEL, ELIGIBILITY, CREDIT, INSURANCE, HEALTHCARE, SAFETY, OR OTHER MATERIAL MATTERS.

SUBSCRIBERS AND USERS SHOULD NOT RELY UPON THE SERVICES OR ANY AI OUTPUT AS THE SOLE BASIS FOR A DECISION THAT COULD MATERIALLY AFFECT THE RIGHTS, SAFETY, EMPLOYMENT, FINANCES, LEGAL STATUS, HEALTH, OR OTHER SIGNIFICANT INTERESTS OF AN INDIVIDUAL.

Subscriber and User Use of Content with External Artificial Intelligence

SUBSCRIBERS AND USERS MAY DOWNLOAD, COPY, EXPORT, PUBLISH, TRANSMIT, OR OTHERWISE USE CONTENT OBTAINED THROUGH THE SERVICES WITH THIRD-PARTY ARTIFICIAL-INTELLIGENCE SYSTEMS, LARGE LANGUAGE MODELS, AI AGENTS, GENERATIVE-AI TOOLS, AUTOMATION PLATFORMS, OR OTHER EXTERNAL TECHNOLOGIES.

ANY SUCH USE IS INITIATED AND CONTROLLED BY THE SUBSCRIBER OR USER, NOT GOODSEEKER. SUBSCRIBERS AND USERS ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THEY HAVE THE NECESSARY RIGHTS, PERMISSIONS, CONSENTS, AUTHORITY, AND LEGAL BASIS TO PROVIDE CONTENT TO AN EXTERNAL AI OR AUTOMATED SYSTEM.

GOODSEEKER DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR HOW AN EXTERNAL AI PROVIDER RECEIVES, STORES, RETAINS, USES, DISCLOSES, TRAINS ON, ANALYZES, REPRODUCES, MODIFIES, GENERATES OUTPUT FROM, OR OTHERWISE PROCESSES CONTENT PROVIDED TO IT BY A SUBSCRIBER, USER, OR OTHER THIRD PARTY.

SUBSCRIBERS AND USERS ARE RESPONSIBLE FOR REVIEWING THE TERMS, PRIVACY PRACTICES, DATA-USE POLICIES, SECURITY PRACTICES, INTELLECTUAL-PROPERTY TERMS, AND AI-TRAINING POLICIES OF ANY EXTERNAL AI SERVICE BEFORE PROVIDING CONTENT TO THAT SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOODSEEKER IS NOT RESPONSIBLE FOR LOSS OF CONFIDENTIALITY, LOSS OR IMPAIRMENT OF INTELLECTUAL-PROPERTY RIGHTS, UNAUTHORIZED DISCLOSURE, MODEL TRAINING, DATA RETENTION, REIDENTIFICATION, REPRODUCTION, DERIVATIVE CONTENT, INACCURATE OUTPUTS, INFRINGEMENT, PRIVACY CLAIMS, SECURITY INCIDENTS, OR OTHER CONSEQUENCES ARISING FROM A SUBSCRIBER'S OR USER'S DECISION TO PROVIDE CONTENT OBTAINED THROUGH GOODSEEKER TO AN EXTERNAL AI OR AUTOMATED SYSTEM.

THE ABILITY TO ACCESS, EXPORT, DOWNLOAD, COPY, SHARE, OR OTHERWISE OBTAIN CONTENT THROUGH GOODSEEKER DOES NOT CONSTITUTE GOODSEEKER'S AUTHORIZATION, REPRESENTATION, OR WARRANTY THAT SUCH CONTENT MAY LAWFULLY OR APPROPRIATELY BE PROVIDED TO OR PROCESSED BY AN EXTERNAL AI SYSTEM.

Emerging, Unknown, and Unforeseeable AI and Cybersecurity Risks

YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE, AI AGENTS, AUTOMATED SYSTEMS, CYBERSECURITY THREATS, AND THE METHODS BY WHICH SOFTWARE SYSTEMS AND THIRD-PARTY TECHNOLOGIES INTERACT ARE DEVELOPING RAPIDLY AND MAY CREATE RISKS, VULNERABILITIES, FAILURE MODES, AND METHODS OF ATTACK THAT ARE NOT CURRENTLY KNOWN, REASONABLY FORESEEABLE, OR TECHNICALLY PREVENTABLE.

SUCH RISKS MAY INCLUDE, WITHOUT LIMITATION, PROMPT INJECTION, INDIRECT PROMPT INJECTION, MALICIOUS OR MANIPULATED CONTENT, ADVERSARIAL INPUTS, MODEL OR AGENT MANIPULATION, UNINTENDED OR UNAUTHORIZED AGENT ACTIONS, AUTOMATED DATA EXTRACTION, DATA POISONING, MODEL INVERSION OR EXTRACTION, CREDENTIAL ATTACKS, IMPERSONATION, SOCIAL ENGINEERING, MALICIOUS AUTOMATION, UNAUTHORIZED TOOL OR API USE, VULNERABILITIES CREATED BY THIRD-PARTY AI SYSTEMS OR INTEGRATIONS, AND NEW FORMS OF CYBERATTACK, DATA EXPOSURE, TECHNOLOGY FAILURE, OR AI BEHAVIOR THAT MAY DEVELOP AFTER THIS AGREEMENT IS ACCEPTED.

THE ACTIONS OF OTHER USERS, THIRD PARTIES, MALICIOUS ACTORS, AUTOMATED SYSTEMS, OR AI SYSTEMS MAY CREATE SECURITY OR PRIVACY RISKS THAT GOODSEEKER CANNOT REASONABLY ANTICIPATE OR CONTROL, INCLUDING THROUGH THE SUBMISSION OF CONTENT, FILES, LINKS, PROMPTS, INSTRUCTIONS, DATA, CODE, OR OTHER MATERIAL DESIGNED TO MANIPULATE, EXPLOIT, MISLEAD, OR CAUSE UNINTENDED BEHAVIOR IN AI OR OTHER TECHNOLOGY SYSTEMS.

GOODSEEKER DOES NOT REPRESENT OR WARRANT THAT IT CAN IDENTIFY, ANTICIPATE, DETECT, PREVENT, MITIGATE, OR REMEDIATE EVERY CURRENT OR FUTURE AI-RELATED, CYBERSECURITY, PRIVACY, OR TECHNOLOGY RISK.

SUBSCRIBERS AND USERS ACKNOWLEDGE AND ACCEPT THE INHERENT AND EVOLVING RISKS ASSOCIATED WITH INTERNET-CONNECTED SOFTWARE, CLOUD INFRASTRUCTURE, THIRD-PARTY SERVICES, AUTOMATED SYSTEMS, AND ARTIFICIAL INTELLIGENCE.

THE DISCOVERY OR OCCURRENCE OF A NEW OR PREVIOUSLY UNKNOWN VULNERABILITY, ATTACK METHOD, AI BEHAVIOR, SECURITY THREAT, THIRD-PARTY FAILURE, UNAUTHORIZED ACTION, OR OTHER TECHNOLOGY RISK DOES NOT, BY ITSELF, ESTABLISH THAT GOODSEEKER FAILED TO EXERCISE REASONABLE CARE, BREACHED THIS AGREEMENT OR ANY WARRANTY, COMMITTED PROFESSIONAL NEGLIGENCE OR AN ERROR OR OMISSION, OR IS OTHERWISE LEGALLY RESPONSIBLE FOR THE EVENT OR ITS CONSEQUENCES.

NOTHING IN THIS SECTION RELIEVES GOODSEEKER OF AN OBLIGATION THAT CANNOT LAWFULLY BE DISCLAIMED OR LIMITED OR OF AN EXPRESS SECURITY OR DATA-PROTECTION OBLIGATION SPECIFICALLY ASSUMED BY GOODSEEKER IN AN APPLICABLE DATA PROCESSING ADDENDUM OR OTHER WRITTEN AGREEMENT.

Cybersecurity, Privacy, and Technology Risk

GOODSEEKER MAY IMPLEMENT ADMINISTRATIVE, TECHNICAL, ORGANIZATIONAL, AND PHYSICAL SAFEGUARDS DESIGNED TO PROTECT THE SERVICES AND INFORMATION PROCESSED THROUGH THEM. HOWEVER, NO INTERNET-CONNECTED SERVICE, CLOUD PLATFORM, SOFTWARE APPLICATION, AI SYSTEM, COMMUNICATION NETWORK, DATA-STORAGE SYSTEM, AUTHENTICATION SYSTEM, THIRD-PARTY PROVIDER, OR SECURITY CONTROL CAN BE GUARANTEED TO BE COMPLETELY SECURE OR FREE FROM FAILURE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOODSEEKER DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL PREVENT EVERY CYBERATTACK, MALWARE EVENT, PHISHING ATTEMPT, CREDENTIAL COMPROMISE, ACCOUNT TAKEOVER, UNAUTHORIZED ACCESS, DATA BREACH, DATA LOSS, SECURITY VULNERABILITY, THIRD-PARTY FAILURE, HUMAN ERROR, AI-ASSISTED ATTACK, OR OTHER SECURITY OR PRIVACY INCIDENT.

SUBSCRIBERS AND USERS ARE RESPONSIBLE FOR REASONABLE SECURITY PRACTICES WITHIN THEIR CONTROL, INCLUDING PROTECTING ACCOUNT CREDENTIALS, MANAGING USER ACCESS, PROMPTLY DEACTIVATING UNAUTHORIZED USERS, MAINTAINING APPROPRIATE DEVICES AND NETWORKS, REVIEWING THIRD-PARTY INTEGRATIONS THEY ENABLE, AND PROMPTLY REPORTING SUSPECTED ACCOUNT COMPROMISE.

THE EXISTENCE OR OCCURRENCE OF A SECURITY INCIDENT, DATA LOSS, UNAUTHORIZED ACCESS, SOFTWARE ERROR, AI ERROR, INCORRECT OUTPUT, SERVICE INTERRUPTION, VULNERABILITY, THIRD-PARTY FAILURE, OR OTHER ADVERSE TECHNOLOGY EVENT DOES NOT, BY ITSELF, CONSTITUTE OR ESTABLISH A BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, PROFESSIONAL NEGLIGENCE, ERROR OR OMISSION, FAILURE TO EXERCISE REASONABLE CARE, OR OTHER LIABILITY BY GOODSEEKER.

No Professional Advice or Professional-Service Warranty

GOODSEEKER MAY PROVIDE ONBOARDING, CONFIGURATION ASSISTANCE, TRAINING, TEMPLATES, PROMPTS, EXAMPLES, RECOMMENDATIONS, SUPPORT, AUTOMATED SUGGESTIONS, BEST PRACTICES, OR OTHER INFORMATION TO HELP SUBSCRIBERS AND USERS USE THE SERVICES.

UNLESS EXPRESSLY AGREED OTHERWISE IN A WRITTEN AGREEMENT SIGNED BY GOODSEEKER, SUCH ASSISTANCE DOES NOT CONSTITUTE LEGAL, REGULATORY, PRIVACY, CYBERSECURITY, HUMAN RESOURCES, EMPLOYMENT, FINANCIAL, ACCOUNTING, TAX, INSURANCE, PROFESSIONAL COMMUNICATIONS, OR OTHER PROFESSIONAL ADVICE AND DOES NOT CREATE A FIDUCIARY, PROFESSIONAL, ADVISORY, OR OTHER SPECIAL DUTY OF CARE.

SUBSCRIBER REMAINS RESPONSIBLE FOR ITS BUSINESS DECISIONS, POLICIES, WORKFLOWS, CONFIGURATIONS, COMMUNICATIONS, CONTENT, CONSENTS, PUBLICATIONS, USE OF OUTPUTS, AND COMPLIANCE OBLIGATIONS.

NO ADVICE, RECOMMENDATION, STATEMENT, INFORMATION, SUPPORT, TRAINING, COMMUNICATION, OR OTHER MATERIAL PROVIDED ORALLY, ELECTRONICALLY, THROUGH AI, OR OTHERWISE BY GOODSEEKER OR THROUGH THE SERVICES WILL CREATE A WARRANTY, REPRESENTATION, GUARANTEE, OR DUTY NOT EXPRESSLY STATED IN A WRITTEN AGREEMENT AUTHORIZED BY GOODSEEKER.

Third-Party Services

GOODSEEKER DOES NOT WARRANT, CONTROL, OR GUARANTEE THIRD-PARTY SERVICES, INCLUDING HOSTING, CLOUD INFRASTRUCTURE, ARTIFICIAL-INTELLIGENCE PROVIDERS, APIS, AUTHENTICATION SERVICES, PAYMENT PROCESSORS, CONTENT-DELIVERY NETWORKS, MEDIA-PROCESSING SERVICES, EMAIL OR MESSAGING SERVICES, ANALYTICS SERVICES, TELECOMMUNICATIONS SERVICES, OR OTHER EXTERNAL TECHNOLOGIES USED BY OR IN CONNECTION WITH THE SERVICES.

GOODSEEKER IS NOT RESPONSIBLE FOR CHANGES, ERRORS, INTERRUPTIONS, SECURITY INCIDENTS, DATA-PROCESSING PRACTICES, OUTPUTS, LIMITATIONS, DISCONTINUATIONS, OR OTHER ACTS OR OMISSIONS OF THIRD-PARTY SERVICES EXCEPT TO THE EXTENT GOODSEEKER HAS EXPRESSLY ASSUMED SUCH RESPONSIBILITY IN A WRITTEN AGREEMENT OR SUCH RESPONSIBILITY CANNOT LAWFULLY BE DISCLAIMED.

Disclaimer of Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GOODSEEKER PARTIES EXPRESSLY DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

YOU ACKNOWLEDGE THAT THE FEES CHARGED FOR THE SERVICES REFLECT THIS ALLOCATION OF RISK AND THAT GOODSEEKER IS NOT AN INSURER OR GUARANTOR AGAINST THE INHERENT, EMERGING, OR UNKNOWN RISKS ASSOCIATED WITH SOFTWARE, CLOUD COMPUTING, INTERNET COMMUNICATIONS, CYBERSECURITY, THIRD-PARTY TECHNOLOGY, USER-GENERATED CONTENT, AUTOMATED SYSTEMS, OR ARTIFICIAL INTELLIGENCE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY WARRANTY, RIGHT, REMEDY, OR RESPONSIBILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

Limit of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOODSEEKER AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, LICENSORS, SERVICE PROVIDERS, AND OTHER PARTIES INVOLVED IN PROVIDING THE SERVICES (COLLECTIVELY, THE “GOODSEEKER PARTIES”) WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, SALES, CUSTOMERS, OPPORTUNITIES, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, DATA, CONTENT, CONFIDENTIALITY, PRIVACY, USE, OR BUSINESS CONTINUITY, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

THE FOREGOING EXCLUSIONS APPLY TO CLAIMS ARISING OUT OF OR RELATING TO, WITHOUT LIMITATION:

(a) ACCESS TO, USE OF, INABILITY TO USE, INTERRUPTION OF, DELAY IN, SUSPENSION OF, OR TERMINATION OF THE SERVICES;

(b) LOSS, DELETION, CORRUPTION, ALTERATION, MISDELIVERY, UNAVAILABILITY, UNAUTHORIZED DISCLOSURE, OR FAILURE TO STORE, BACK UP, TRANSMIT, RETRIEVE, OR PROTECT CONTENT, DATA, COMMUNICATIONS, CONFIGURATIONS, OR OTHER INFORMATION;

(c) CYBERATTACKS, MALWARE, PHISHING, SOCIAL ENGINEERING, CREDENTIAL COMPROMISE, ACCOUNT TAKEOVER, UNAUTHORIZED ACCESS, DATA BREACHES, SECURITY INCIDENTS, PRIVACY INCIDENTS, VULNERABILITIES, OR OTHER CYBERSECURITY EVENTS;

(d) ARTIFICIAL-INTELLIGENCE OR AUTOMATED FEATURES, INCLUDING INCORRECT, INCOMPLETE, MISLEADING, BIASED, INCONSISTENT, DUPLICATIVE, OFFENSIVE, UNEXPECTED, INFRINGING, OR OTHERWISE UNSUITABLE AI OUTPUTS; HALLUCINATIONS; AI-GENERATED OR AI-ASSISTED CONTENT; AI AGENTS; AUTOMATED ACTIONS; TRANSCRIPTIONS; TRANSLATIONS; SUMMARIES; CLASSIFICATIONS; RECOMMENDATIONS; MATCHES; ANALYSES; OR OTHER AUTOMATED RESULTS;

(e) THE USE, MISUSE, PUBLICATION, DISTRIBUTION, RELIANCE UPON, OR FAILURE TO REVIEW ANY AI OUTPUT OR OTHER AUTOMATED RESULT;

(f) A SUBSCRIBER'S, USER'S, OR THIRD PARTY'S SUBMISSION, EXPORT, DISCLOSURE, TRANSFER, OR OTHER PROVISION OF CONTENT OR DATA TO AN EXTERNAL ARTIFICIAL-INTELLIGENCE SYSTEM, LARGE LANGUAGE MODEL, AI AGENT, GENERATIVE-AI SERVICE, AUTOMATION PLATFORM, OR OTHER THIRD-PARTY TECHNOLOGY, INCLUDING ANY RESULTING MODEL TRAINING, DATA RETENTION, LOSS OF CONFIDENTIALITY, LOSS OR IMPAIRMENT OF INTELLECTUAL-PROPERTY RIGHTS, REIDENTIFICATION, REPRODUCTION, DERIVATIVE CONTENT, SECURITY INCIDENT, OR OTHER USE BY SUCH THIRD PARTY;

(g) KNOWN, UNKNOWN, EMERGING, OR PREVIOUSLY UNFORESEEN RISKS ASSOCIATED WITH ARTIFICIAL INTELLIGENCE, AI AGENTS, AUTOMATED SYSTEMS, CYBERSECURITY, OR OTHER TECHNOLOGY, INCLUDING PROMPT INJECTION, INDIRECT PROMPT INJECTION, ADVERSARIAL INPUTS, DATA POISONING, MODEL OR AGENT MANIPULATION, UNINTENDED AGENT ACTIONS, AUTOMATED DATA EXTRACTION, MODEL INVERSION OR EXTRACTION, MALICIOUS AUTOMATION, OR NEW FORMS OF CYBERATTACK OR TECHNOLOGY FAILURE;

(h) THIRD-PARTY SERVICES, INCLUDING CLOUD OR HOSTING PROVIDERS, ARTIFICIAL-INTELLIGENCE PROVIDERS, APIS, AUTHENTICATION SERVICES, PAYMENT PROCESSORS, CONTENT-DELIVERY NETWORKS, MEDIA-PROCESSING SERVICES, EMAIL OR MESSAGING SERVICES, ANALYTICS PROVIDERS, TELECOMMUNICATIONS SERVICES, SOCIAL-MEDIA PLATFORMS, OR OTHER INTEGRATIONS OR EXTERNAL TECHNOLOGIES;

(i) USER-GENERATED CONTENT OR THE ACTIONS OR OMISSIONS OF SUBSCRIBERS, ADMINISTRATORS, USERS, CONTRIBUTORS, GUESTS, OR OTHER THIRD PARTIES;

(j) THE ACCURACY, AUTHENTICITY, LEGALITY, OWNERSHIP, CONSENT, PERMISSION, APPROVAL, PUBLICATION, DISTRIBUTION, EDITING, USE, OR RELIANCE UPON CONTENT;

(k) SUBSCRIBER OR USER BUSINESS DECISIONS, EMPLOYMENT OR RECRUITING DECISIONS, MARKETING OR COMMUNICATIONS, FUNDRAISING, ADVOCACY, PUBLICATION, PERSONNEL MATTERS, OR OTHER ACTIONS TAKEN OR NOT TAKEN USING INFORMATION, CONTENT, FEATURES, RECOMMENDATIONS, OR OUTPUTS AVAILABLE THROUGH THE SERVICES; OR

(l) ANY OTHER ACT, OMISSION, EVENT, ERROR, FAILURE, OUTPUT, INCIDENT, OR CIRCUMSTANCE ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT.

Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALL GOODSEEKER PARTIES, COLLECTIVELY, FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, OBLIGATIONS, COSTS, AND EXPENSES ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT, OR THE RELATIONSHIP BETWEEN YOU AND GOODSEEKER WILL NOT EXCEED TEN U.S. DOLLARS (US $10.00).

THIS IS A SINGLE AGGREGATE CAP FOR ALL CLAIMS COMBINED AND IS NOT A PER-CLAIM, PER-USER, PER-INCIDENT, PER-EVENT, PER-DATA-SUBJECT, PER-SUBSCRIPTION, OR PER-THEORY-OF-LIABILITY CAP. MULTIPLE CLAIMS, CLAIMANTS, EVENTS, INCIDENTS, FAILURES, OR LEGAL THEORIES WILL NOT INCREASE THE CAP.

THE CAP APPLIES REGARDLESS OF WHETHER A CLAIM IS CHARACTERIZED OR ASSERTED AS BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PROFESSIONAL NEGLIGENCE, ERROR OR OMISSION, NEGLIGENT MISREPRESENTATION, MISREPRESENTATION, OMISSION, TORT, STRICT LIABILITY, PRODUCT LIABILITY, PRIVACY OR SECURITY LIABILITY, DATA-PROTECTION CLAIM, INTELLECTUAL-PROPERTY CLAIM, STATUTORY OR REGULATORY CLAIM, UNJUST ENRICHMENT, RESTITUTION, INDEMNITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, TO THE EXTENT SUCH LIABILITY MAY LAWFULLY BE LIMITED.

IF APPLICABLE LAW DOES NOT PERMIT THE US $10.00 AGGREGATE CAP TO APPLY TO A PARTICULAR CLAIM OR CATEGORY OF LIABILITY, THE LIABILITY OF THE GOODSEEKER PARTIES FOR THAT CLAIM OR CATEGORY WILL BE LIMITED TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

No Circumvention of the Limitations

THE EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT APPLY REGARDLESS OF THE FORM IN WHICH A CLAIM IS PLEADED OR THE THEORY UNDER WHICH RELIEF IS SOUGHT AND MAY NOT BE AVOIDED BY CHARACTERIZING A CLAIM AS NEGLIGENCE, PROFESSIONAL NEGLIGENCE, ERROR OR OMISSION, MISREPRESENTATION, PRIVACY OR SECURITY LIABILITY, FAILURE TO WARN, FAILURE TO MONITOR, FAILURE TO PREVENT, FAILURE TO DETECT, FAILURE TO CORRECT, OR ANY OTHER THEORY, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

THE OCCURRENCE OF A DATA BREACH, CYBERSECURITY INCIDENT, PRIVACY INCIDENT, DATA LOSS, UNAUTHORIZED ACCESS, SOFTWARE ERROR, AI ERROR, AI HALLUCINATION, INCORRECT OUTPUT, SERVICE INTERRUPTION, UNKNOWN VULNERABILITY, THIRD-PARTY FAILURE, OR OTHER ADVERSE EVENT DOES NOT, BY ITSELF, ESTABLISH NEGLIGENCE, PROFESSIONAL NEGLIGENCE, AN ERROR OR OMISSION, BREACH OF CONTRACT, BREACH OF WARRANTY, FAILURE TO EXERCISE REASONABLE CARE, OR OTHER LIABILITY BY A GOODSEEKER PARTY.

Subscriber and User Responsibility

GOODSEEKER WILL NOT BE RESPONSIBLE FOR LOSSES OR CLAIMS TO THE EXTENT CAUSED BY OR ARISING FROM A SUBSCRIBER'S OR USER'S ACTS OR OMISSIONS, INCLUDING FAILURE TO PROTECT CREDENTIALS; FAILURE TO CONFIGURE OR MANAGE ACCESS APPROPRIATELY; FAILURE TO REMOVE FORMER OR UNAUTHORIZED USERS; FAILURE TO MAINTAIN APPROPRIATE BACKUPS; FAILURE TO REVIEW AI OR AUTOMATED OUTPUTS; USE OF THIRD-PARTY INTEGRATIONS OR EXTERNAL AI SYSTEMS; UNAUTHORIZED OR UNLAWFUL CONTENT; INADEQUATE CONSENTS OR PERMISSIONS; OR USE OF THE SERVICES IN VIOLATION OF THIS AGREEMENT, APPLICABLE LAW, ORGANIZATIONAL POLICY, OR THIRD-PARTY RIGHTS.

Third-Party and Emerging Technology Risk

GOODSEEKER DOES NOT ASSUME LIABILITY MERELY BECAUSE A THIRD-PARTY SERVICE, ARTIFICIAL-INTELLIGENCE PROVIDER, CLOUD PROVIDER, API, INTEGRATION, SECURITY SERVICE, OR OTHER TECHNOLOGY IS USED BY, CONNECTED TO, OR NECESSARY TO PROVIDE A PORTION OF THE SERVICES.

THE PARTIES ACKNOWLEDGE THAT SOFTWARE, CLOUD COMPUTING, INTERNET COMMUNICATIONS, CYBERSECURITY, ARTIFICIAL INTELLIGENCE, AI AGENTS, AND THIRD-PARTY TECHNOLOGY INVOLVE INHERENT AND EVOLVING RISKS AND THAT SOME RISKS MAY NOT BE KNOWN, REASONABLY FORESEEABLE, OR TECHNICALLY PREVENTABLE AT THE TIME THE SERVICES ARE PROVIDED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOODSEEKER IS NOT AN INSURER OR GUARANTOR AGAINST SUCH RISKS.

Limitation Period for Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND GOODSEEKER AGREE THAT ANY CLAIM, DEMAND, ACTION, PROCEEDING, OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT, GOODSEEKER'S PROPERTIES, CONTENT, OR THE RELATIONSHIP BETWEEN YOU AND GOODSEEKER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES. ANY SUCH CLAIM NOT COMMENCED WITHIN THAT PERIOD IS PERMANENTLY BARRED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Essential Basis of the Agreement

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS, DAMAGE EXCLUSIONS, LIABILITY CAP, CLAIM LIMITATION PERIOD, AND OTHER RISK-ALLOCATION PROVISIONS OF THIS AGREEMENT ARE MATERIAL AND ESSENTIAL COMPONENTS OF THE AGREEMENT BETWEEN YOU AND GOODSEEKER, ARE REFLECTED IN THE PRICING AND AVAILABILITY OF THE SERVICES, AND WOULD APPLY EVEN IF GOODSEEKER HAD BEEN ADVISED OF OR KNEW OF THE POSSIBILITY OF THE APPLICABLE LOSS OR DAMAGES.

THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Non-Waivable Liability and Maximum Enforceability

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT THAT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

IF ANY EXCLUSION, LIMITATION, CAP, RELEASE, DISCLAIMER, OR OTHER RISK-ALLOCATION PROVISION IN THIS AGREEMENT IS DETERMINED TO BE UNENFORCEABLE AS WRITTEN, THAT PROVISION WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND THE REMAINING EXCLUSIONS, LIMITATIONS, CAPS, RELEASES, DISCLAIMERS, AND OTHER PROVISIONS WILL REMAIN IN FULL FORCE AND EFFECT.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY IN ADDITION TO, AND NOT IN PLACE OF, THE WARRANTY DISCLAIMERS, INDEMNIFICATION OBLIGATIONS, USER AND SUBSCRIBER RESPONSIBILITIES, AND OTHER RISK-ALLOCATION PROVISIONS OF THIS AGREEMENT.

Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS GOODSEEKER AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “GOODSEEKER PARTIES”) FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, INVESTIGATIONS, DAMAGES, JUDGMENTS, SETTLEMENTS, PENALTIES, FINES, LIABILITIES, LOSSES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND OTHER COSTS OF DEFENSE, ARISING OUT OF OR RELATING TO:

(a) YOUR ACCESS TO, USE OF, OR MISUSE OF THE SERVICES;

(b) YOUR VIOLATION OF THIS AGREEMENT, AN APPLICABLE QUOTE, ORDER FORM, STATEMENT OF WORK, DATA PROCESSING ADDENDUM, OR OTHER AGREEMENT GOVERNING YOUR USE OF THE SERVICES;

(c) CONTENT SUBMITTED, UPLOADED, CREATED, REQUESTED, COLLECTED, STORED, EDITED, APPROVED, PUBLISHED, DISPLAYED, DISTRIBUTED, SHARED, EXPORTED, PROMOTED, OR OTHERWISE USED BY OR ON BEHALF OF YOU;

(d) ANY ALLEGATION THAT YOUR CONTENT OR YOUR USE OF CONTENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES A THIRD PARTY'S COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET, PRIVACY, PUBLICITY, CONFIDENTIALITY, CONTRACTUAL, EMPLOYMENT, DATA-PROTECTION, OR OTHER RIGHTS;

(e) YOUR FAILURE TO OBTAIN OR MAINTAIN ANY NECESSARY CONSENT, RELEASE, AUTHORIZATION, PERMISSION, NOTICE, LEGAL BASIS, LICENSE, OR OTHER RIGHT REQUIRED TO COLLECT, PROCESS, STORE, EDIT, PUBLISH, DISTRIBUTE, PROMOTE, OR OTHERWISE USE CONTENT OR PERSONAL INFORMATION;

(f) YOUR PUBLICATION, EDITING, ADVERTISING, MARKETING, FUNDRAISING, ADVOCACY, RECRUITING, EMPLOYMENT, COMMUNICATIONS, OR OTHER USE OF CONTENT OBTAINED OR MANAGED THROUGH THE SERVICES;

(g) ANY FALSE, MISLEADING, DEFAMATORY, INFRINGING, UNLAWFUL, UNAUTHORIZED, CONFIDENTIAL, PRIVATE, OR OTHERWISE IMPROPER CONTENT OR COMMUNICATION PROVIDED, APPROVED, PUBLISHED, OR DISTRIBUTED BY YOU;

(h) YOUR USE, MISUSE, PUBLICATION, DISTRIBUTION, MODIFICATION, OR RELIANCE UPON ANY ARTIFICIAL-INTELLIGENCE OR AUTOMATED OUTPUT;

(i) YOUR INPUTS, PROMPTS, INSTRUCTIONS, FILES, CONTENT, DATA, OR OTHER MATERIAL PROVIDED TO AN AI FEATURE, INCLUDING ANY CLAIM THAT SUCH MATERIAL WAS PROVIDED WITHOUT AUTHORITY or VIOLATED A THIRD PARTY'S RIGHTS;

(j) YOUR DECISION TO DOWNLOAD, COPY, EXPORT, TRANSMIT, DISCLOSE, OR OTHERWISE PROVIDE CONTENT OR DATA OBTAINED THROUGH GOODSEEKER TO AN EXTERNAL ARTIFICIAL-INTELLIGENCE SYSTEM, LARGE LANGUAGE MODEL, GENERATIVE-AI SERVICE, AI AGENT, AUTOMATION PLATFORM, OR OTHER THIRD-PARTY TECHNOLOGY;

(k) ANY USE, RETENTION, DISCLOSURE, MODEL TRAINING, REPRODUCTION, MODIFICATION, REIDENTIFICATION, DERIVATIVE CONTENT, SECURITY INCIDENT, PRIVACY INCIDENT, INTELLECTUAL-PROPERTY CLAIM, OR OTHER CONSEQUENCE RESULTING FROM YOUR PROVISION OF CONTENT OR DATA TO AN EXTERNAL AI OR OTHER THIRD-PARTY SYSTEM;

(l) YOUR CONFIGURATION, ENABLEMENT, USE, OR MISUSE OF THIRD-PARTY SERVICES, INTEGRATIONS, APIS, AUTOMATIONS, OR OTHER EXTERNAL TECHNOLOGIES;

(m) YOUR FAILURE TO PROTECT ACCOUNT CREDENTIALS, MANAGE USER ACCESS, REMOVE UNAUTHORIZED OR FORMER USERS, CONFIGURE SECURITY OR PRIVACY SETTINGS WITHIN YOUR CONTROL, OR OTHERWISE COMPLY WITH YOUR SECURITY OBLIGATIONS UNDER THIS AGREEMENT;

(n) THE ACTS OR OMISSIONS OF YOUR ADMINISTRATORS, EMPLOYEES, CONTRACTORS, AGENTS, USERS, CONTRIBUTORS, GUESTS, INVITEES, OR OTHER PERSONS TO WHOM YOU PROVIDE OR AUTHORIZE ACCESS TO THE SERVICES;

(o) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE, REGULATION, COURT ORDER, GOVERNMENTAL REQUIREMENT, INDUSTRY-SPECIFIC OBLIGATION, OR THIRD-PARTY CONTRACTUAL REQUIREMENT; OR

(p) ANY DISPUTE BETWEEN YOU AND ANOTHER SUBSCRIBER, USER, CONTRIBUTOR, EMPLOYEE, FORMER EMPLOYEE, CUSTOMER, DONOR, VOLUNTEER, STUDENT, ALUMNUS, PARTNER, COMMUNITY MEMBER, CONTENT SUBJECT, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICES.

Subscriber Responsibility for Authorized Users

IF YOU ARE A SUBSCRIBER, YOUR INDEMNIFICATION OBLIGATIONS INCLUDE CLAIMS ARISING FROM THE ACTS OR OMISSIONS OF YOUR ADMINISTRATORS AND OTHER PERSONS WHO ACCESS OR USE THE SERVICES THROUGH ACCOUNTS, INVITATIONS, CAMPAIGNS, LINKS, WORKFLOWS, OR OTHER ACCESS THAT YOU AUTHORIZE OR CONTROL, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

SUBSCRIBER IS RESPONSIBLE FOR ESTABLISHING APPROPRIATE POLICIES, PERMISSIONS, ACCESS RIGHTS, CONSENT PRACTICES, REVIEW PROCEDURES, PUBLICATION CONTROLS, AND HUMAN OVERSIGHT FOR ITS USE OF THE SERVICES.

AI-Related Claims

WITHOUT LIMITING THE FOREGOING, YOUR INDEMNIFICATION OBLIGATIONS APPLY TO THIRD-PARTY CLAIMS ARISING FROM YOUR USE OF AI FEATURES OR AI OUTPUTS, INCLUDING CLAIMS INVOLVING COPYRIGHT, TRADEMARK, PRIVACY, PUBLICITY, DEFAMATION, CONFIDENTIALITY, DATA PROTECTION, EMPLOYMENT, DISCRIMINATION, FALSE OR MISLEADING COMMUNICATIONS, OR OTHER RIGHTS OR OBLIGATIONS, TO THE EXTENT THE CLAIM RESULTS FROM YOUR INPUTS, INSTRUCTIONS, DECISIONS, PUBLICATION, DISTRIBUTION, RELIANCE, OR OTHER USE OF THE APPLICABLE AI FEATURE OR OUTPUT.

GOODSEEKER'S PROVISION OF AN AI FEATURE, AUTOMATED TOOL, PROMPT, TEMPLATE, SUGGESTION, RECOMMENDATION, OR OUTPUT DOES NOT TRANSFER TO GOODSEEKER RESPONSIBILITY FOR A SUBSCRIBER'S OR USER'S DECISION TO USE, MODIFY, APPROVE, PUBLISH, DISTRIBUTE, OR RELY UPON IT.

Defense of Claims

GOODSEEKER WILL PROVIDE REASONABLE NOTICE OF A CLAIM FOR WHICH IT SEEKS INDEMNIFICATION, PROVIDED THAT ANY DELAY IN NOTICE WILL RELIEVE YOU OF YOUR INDEMNIFICATION OBLIGATIONS ONLY TO THE EXTENT YOU ARE MATERIALLY PREJUDICED BY THE DELAY.

GOODSEEKER MAY, AT ITS OPTION, ASSUME CONTROL OF THE DEFENSE OF ANY MATTER SUBJECT TO INDEMNIFICATION, INCLUDING THROUGH COUNSEL OF ITS CHOOSING, IN WHICH CASE YOU AGREE TO REASONABLY COOPERATE WITH THE DEFENSE AND REMAIN RESPONSIBLE FOR THE REASONABLE COSTS AND EXPENSES COVERED BY YOUR INDEMNIFICATION OBLIGATIONS.

IF GOODSEEKER DOES NOT ASSUME CONTROL OF THE DEFENSE, YOU MAY CONTROL THE DEFENSE WITH COUNSEL REASONABLY ACCEPTABLE TO GOODSEEKER, SUBJECT TO GOODSEEKER'S RIGHT TO PARTICIPATE through counsel of its choosing.

YOU MAY NOT SETTLE A CLAIM IN A MANNER THAT ADMITS FAULT OR LIABILITY BY A GOODSEEKER PARTY, IMPOSES ANY OBLIGATION OR RESTRICTION ON A GOODSEEKER PARTY, REQUIRES A GOODSEEKER PARTY TO MAKE A PAYMENT, OR OTHERWISE MATERIALLY AFFECTS A GOODSEEKER PARTY WITHOUT GOODSEEKER'S PRIOR WRITTEN CONSENT.

Relationship to Limitations of Liability

YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION ARE SEPARATE FROM GOODSEEKER'S LIABILITY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS OF LIABILITY, DAMAGE EXCLUSIONS, WARRANTY DISCLAIMERS, AND OTHER PROTECTIONS PROVIDED TO THE GOODSEEKER PARTIES UNDER THIS AGREEMENT DO NOT LIMIT YOUR OBLIGATION TO DEFEND, INDEMNIFY, OR HOLD HARMLESS THE GOODSEEKER PARTIES UNDER THIS SECTION.

NOTHING IN THIS SECTION REQUIRES YOU TO INDEMNIFY A GOODSEEKER PARTY TO THE EXTENT A FINAL, NON-APPEALABLE JUDGMENT OR ARBITRATION AWARD DETERMINES THAT THE APPLICABLE CLAIM RESULTED DIRECTLY FROM CONDUCT OF THAT GOODSEEKER PARTY FOR WHICH INDEMNIFICATION CANNOT LAWFULLY BE REQUIRED.

THE RIGHTS AND OBLIGATIONS IN THIS SECTION WILL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

Governing Law

This Agreement and any dispute, claim, action, arbitration, or proceeding arising out of or relating to this Agreement, the Services, or the relationship between you and GoodSeeker will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles, except to the extent such law is preempted by or inconsistent with applicable federal law.

The Federal Arbitration Act will govern the interpretation, enforcement, and proceedings of the Arbitration Agreement contained in these Terms.

To the extent a dispute is not required to be resolved through arbitration under this Agreement, and except for matters properly brought in small claims court or where applicable law requires otherwise, you and GoodSeeker consent to the exclusive jurisdiction and venue of the state and federal courts located in Fairfax County, Virginia, or the federal judicial district encompassing Fairfax County, Virginia, and waive any objection based on personal jurisdiction, venue, or inconvenient forum to the maximum extent permitted by applicable law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Nothing in this section deprives a consumer of any protection afforded by applicable law that cannot lawfully be waived or limited by agreement.

Termination

GoodSeeker may suspend, restrict, or terminate a Subscriber's or User's account, access to the Services, or this Agreement, in whole or in part, if GoodSeeker reasonably determines that:

(a) the Subscriber or User has violated this Agreement, an applicable Quote, Order Form, Statement of Work, Data Processing Addendum, or other agreement with GoodSeeker;

(b) payment is overdue or a payment method cannot be successfully charged;

(c) the Subscriber or User has engaged in unlawful, fraudulent, abusive, deceptive, harmful, or unauthorized activity;

(d) continued access or use creates or may create a security, privacy, legal, regulatory, operational, reputational, or technical risk to GoodSeeker, the Services, another Subscriber or User, or a third party;

(e) an account has been compromised or GoodSeeker reasonably suspects unauthorized access, credential misuse, malicious activity, misuse of artificial intelligence or automated systems, or another security threat;

(f) suspension or termination is necessary to comply with applicable law, a court order, governmental request, sanctions requirement, third-party provider requirement, or other legal obligation;

(g) a Third-Party Service, infrastructure provider, artificial-intelligence provider, integration, API, or other technology necessary to provide the applicable Service becomes unavailable, materially restricted, unlawful, insecure, or commercially impracticable to continue using; or

(h) GoodSeeker otherwise has a legitimate business, security, legal, or operational reason to discontinue the applicable account, feature, subscription, or Service.

Where reasonably practicable under the circumstances, GoodSeeker may provide notice of a suspension or termination and an opportunity to cure a remediable violation. GoodSeeker is not required to provide advance notice where immediate action is reasonably necessary to protect the Services, GoodSeeker, Subscribers, Users, third parties, data, systems, or legal interests.

Termination for Breach

If GoodSeeker terminates or suspends access because of a Subscriber's or User's breach of this Agreement, unlawful conduct, misuse of the Services, nonpayment, security violation, or other act or omission attributable to the Subscriber or User, GoodSeeker will have no obligation to provide a refund, credit, reimbursement, or other compensation except to the extent required by applicable law or expressly provided in a written agreement.

Termination or suspension does not relieve Subscriber of fees or other amounts properly accrued or owed before the effective date of termination.

Termination by GoodSeeker Without Subscriber Breach

If GoodSeeker permanently terminates a paid subscription for reasons unrelated to Subscriber's breach, nonpayment, misuse, security risk, or other conduct, Subscriber's sole monetary remedy will be a refund of prepaid subscription fees allocable to the unused portion of the terminated paid Service, unless otherwise required by applicable law or expressly agreed in writing.

GoodSeeker will not be liable for lost profits, lost business, lost opportunities, replacement-service costs, loss of goodwill, loss of data, consequential damages, or other losses resulting from such termination, subject to the Limit of Liability provisions of this Agreement and applicable law.

Effect of Termination

Upon termination or expiration of an account, subscription, or this Agreement, the applicable right to access and use the Services will cease, except for functionality GoodSeeker elects to make available for Content retrieval, export, account administration, or other transition purposes.

Subscriber is responsible for exporting or otherwise preserving Content that Subscriber is legally or operationally required to retain. GoodSeeker does not guarantee that Content will remain available indefinitely following termination or expiration.

Termination of a Subscriber's account or subscription may terminate or restrict access for Administrators, Users, Contributors, Guests, and other persons whose access depends upon that Subscriber.

Termination of an individual User's account does not, by itself, terminate the Subscriber's subscription or the accounts of other authorized Users.

Content previously made public, exported, downloaded, transmitted, embedded, syndicated, emailed, posted to social media, provided through feeds or APIs, copied by third parties, indexed by search engines, archived, or otherwise distributed outside the Services may remain available after termination and may be outside GoodSeeker's ability to retrieve, modify, or delete.

GoodSeeker may retain Content, account information, transaction records, logs, backups, and other information following termination to the extent reasonably necessary or permitted for legal compliance, security, fraud prevention, dispute resolution, enforcement of this Agreement, backup and disaster recovery, legitimate business purposes, or as otherwise described in GoodSeeker's Privacy Policy or an applicable Data Processing Addendum.

No Liability for Actions of Other Users or Third Parties

Termination, suspension, cancellation, expiration, or discontinuation of the Services does not make GoodSeeker responsible for the acts or omissions of other Subscribers, Users, Contributors, Guests, third parties, external AI providers, or other Third-Party Services.

To the maximum extent permitted by applicable law, GoodSeeker will not be liable for losses resulting from the continued possession, use, publication, disclosure, reproduction, or distribution of Content by another person or third party after Content has been exported, shared, published, or otherwise transmitted outside GoodSeeker's control.

Survival

Any provisions that by their nature should survive termination or expiration will survive, including provisions concerning ownership and intellectual property, licenses necessary for retained or previously distributed Content, payment obligations, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, governing law, arbitration, and any other accrued rights or obligations.

Termination or expiration of this Agreement does not affect any rights, remedies, obligations, or liabilities that accrued before the effective date of termination.

Assignment and Transfer

GoodSeeker may assign, transfer, delegate, or otherwise convey this Agreement, in whole or in part, and any of its rights or obligations under this Agreement, without your consent, including in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, change of control, transfer of a business or product line, or similar transaction.

GoodSeeker may also use affiliates, contractors, subprocessors, service providers, licensors, hosting providers, artificial-intelligence providers, and other third parties to perform or support portions of the Services without such use constituting an assignment of this Agreement.

You may not assign, transfer, delegate, sublicense, or otherwise convey this Agreement, your subscription, your account, or any rights or obligations under this Agreement without GoodSeeker's prior written consent. Any attempted assignment or transfer in violation of this provision is void to the maximum extent permitted by applicable law.

If you are using the Services on behalf of a Subscriber or other organization, your rights to access the Services may be reassigned, modified, suspended, or terminated by the Subscriber or its authorized Administrators in accordance with this Agreement.

Subject to the foregoing, this Agreement will bind and benefit the parties and their respective permitted successors and assigns.

Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement, and no person or entity other than you and GoodSeeker will have any right to enforce its provisions.

Nothing in this section limits GoodSeeker's ability to transfer, disclose, or otherwise process information as permitted by this Agreement, GoodSeeker's Privacy Policy, an applicable Data Processing Addendum, or applicable law in connection with an assignment, merger, acquisition, financing, reorganization, sale of assets, or similar business transaction.

General Terms

This Agreement, together with any applicable Quote, Order Form, Statement of Work, Data Processing Addendum, Privacy Policy, and other document expressly incorporated by reference, constitutes the entire agreement between you and GoodSeeker concerning the Services and supersedes all prior or contemporaneous agreements, proposals, representations, communications, and understandings concerning the same subject matter, whether written or oral.

If an applicable Quote, Order Form, Statement of Work, Data Processing Addendum, or other written agreement authorized by GoodSeeker expressly states that a particular provision controls over these Terms, that provision will control solely with respect to the specific subject matter addressed. Except for such expressly identified conflicts, these Terms remain in full force and effect.

Severability and Reformation

If any provision of this Agreement is determined by a court, arbitrator, or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law and, where appropriate, modified or reformed to most closely accomplish its intended purpose.

The remaining provisions of this Agreement will remain in full force and effect.

The invalidity or unenforceability of a particular disclaimer, exclusion, liability limitation, liability cap, indemnification obligation, arbitration provision, class-action waiver, claim limitation period, or other risk-allocation provision will not invalidate any other independent protection or limitation contained in this Agreement.

No Waiver

GoodSeeker's failure or delay in exercising or enforcing any right, remedy, power, or provision under this Agreement does not constitute a waiver of that or any other right, remedy, power, or provision.

Any waiver by GoodSeeker must be expressly stated in writing by an authorized representative of GoodSeeker and will apply only to the specific circumstance for which it is given.

Force Majeure

To the maximum extent permitted by applicable law, GoodSeeker will not be liable for any delay, interruption, degradation, failure, loss, or inability to perform resulting from circumstances beyond its reasonable control.

Such circumstances may include natural disasters; severe weather; fire; flood; earthquake; epidemic or pandemic; war; terrorism; civil unrest; governmental actions; sanctions; embargoes; labor disputes; strikes; shortages; power or utility failures; Internet or telecommunications failures; cloud or hosting failures; failures or changes involving Third-Party Services; API failures or changes; artificial-intelligence provider outages, restrictions, or changes; cybersecurity attacks; distributed denial-of-service attacks; malicious activity; widespread software or infrastructure vulnerabilities; supply-chain attacks; and other events that GoodSeeker could not reasonably prevent or control.

GoodSeeker will use commercially reasonable efforts under the circumstances to resume affected Services but does not guarantee any particular recovery or restoration time unless expressly provided in a separate written Service Level Agreement.

Notices

You are responsible for maintaining accurate and current email addresses, billing information, administrator contact information, and other contact information associated with your account.

GoodSeeker may provide notices under this Agreement electronically, including by email to the address associated with your account, through the Services, through an account notification, or by another reasonable electronic method.

Unless applicable law requires otherwise, notice from GoodSeeker will be deemed given when transmitted to the most recent contact information provided by you, regardless of whether you actually review the notice.

Formal legal notices to GoodSeeker must be sent to:

GoodSeeker, Inc.
Attn: Legal
1775 Tysons Blvd., 5th Fl.
Tysons, VA 22102
United States

Email: legal@goodseeker.com

Unless otherwise expressly permitted by this Agreement, formal legal notice to GoodSeeker will be effective when actually received by GoodSeeker.

Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary, employment, agency, professional-advisor, or other special relationship between GoodSeeker and any Subscriber or User.

Neither party has authority to bind the other or incur obligations on the other's behalf except as expressly agreed in writing.

GoodSeeker is an independent provider of technology and related Services and does not become an employer, publisher, editor, fundraiser, advertiser, marketing agency, legal advisor, data owner, content owner, or decision-maker merely because the Services are used for those purposes.

No Third-Party Beneficiaries

Except for the GoodSeeker Parties expressly entitled to protections, releases, indemnification, disclaimers, or limitations under this Agreement, this Agreement is intended solely for the benefit of you and GoodSeeker and does not create enforceable rights in any other person or entity.

Headings and Interpretation

Section headings are provided for convenience and do not limit or otherwise affect the interpretation of this Agreement.

Words such as “including,” “includes,” and “include” mean “including without limitation.”

References to the singular include the plural and vice versa where the context reasonably requires.

References to a law, regulation, technology, service, or standard include amendments, replacements, successors, and substantially equivalent requirements where appropriate.

The fact that GoodSeeker drafted or proposed any provision of this Agreement will not, to the extent permitted by applicable law, cause that provision to be construed against GoodSeeker.

Electronic Agreement

You agree that electronic acceptance of this Agreement has the same force and effect as a handwritten signature to the maximum extent permitted by applicable law.

Electronic records maintained by GoodSeeker concerning acceptance of this Agreement, account registration, subscription purchases, permissions, approvals, consents, transactions, and use of the Services may be used to establish the existence and terms of the applicable transaction or agreement, subject to applicable law.

Survival

Any provision that by its nature is intended to survive expiration or termination of this Agreement will survive, including provisions concerning intellectual property, licenses, payment obligations, Content, confidentiality, indemnification, warranty disclaimers, limitations of liability, claim limitation periods, governing law, dispute resolution, arbitration, and accrued rights and obligations.

Reservation of Rights

GoodSeeker reserves all rights and remedies available under this Agreement and applicable law.

Except for rights expressly granted to you under this Agreement, no license, right, title, interest, waiver, or other permission is granted by implication, estoppel, or otherwise.

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Last modified: September 10, 2026

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