By accessing or using the Service, clicking "Agree," or otherwise indicating acceptance, you agree to be bound by this Agreement. If you are agreeing on behalf of an entity, you represent that you have authority to bind that entity. If you do not agree to these terms, do not access or use the Service.
This Agreement is between Guiden LLC, a Texas limited liability company ("Guiden," "we," "us," or "our"), and any individual or entity that creates an account or enters into an Order Form with Guiden (each, a "User," "you," or "your"). Certain provisions apply only to Creators or only to Learners, as specified below.
1. Definitions
- Service means Guiden's internet-based software platform, including its websites, mobile applications, features, AI functionality, user interfaces, APIs, and underlying software.
- Creator means a User who uploads, publishes, distributes, or sells courses or educational content through the Service.
- Learner means a User who accesses, purchases, or consumes content made available by a Creator through the Service.
- Customer Content means all content, data, audio, video, text, images, materials, names, likenesses, voices, trademarks, and other materials uploaded to, generated through, or made available via the Service by or on behalf of a Creator.
- Underlying Models means third-party foundation generative AI models used by or integrated with the Service.
- Order Form means an ordering document, online checkout page, subscription confirmation, or pricing page specifying applicable fees, plan tier, and terms.
- Policies means Guiden's published policies incorporated into this Agreement by reference, including the Creator Content & Course Rules, Acceptable Use Policy, Privacy Policy, and Customer Support Policy.
- Payment Processor means the third-party payment processing service (currently Stripe, Inc.) used to facilitate transactions through the Service.
- Offer Page means any public-facing sales, landing, checkout, or promotional page for a Creator's courses or content that is hosted on or generated through the Service.
- Tracking Tools means pixels, tags, scripts, software development kits, conversion APIs, cookies, and similar technologies provided by third parties (including Meta, TikTok, Google Analytics, and Google Ads) that a Creator connects to or enables through the Service.
- Learner Progress Data means data about a Learner's enrollment, activity, and progress in a Creator's course, including lesson activity, milestone completions (including milestones self-reported by the Learner), assessment results, course completion, outcome status, scores, and certificates.
2. Software Service
Subject to this Agreement, the Policies, and any applicable Order Form, Guiden grants User a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable subscription term solely for User's internal business purposes.
Guiden may modify, update, or discontinue features of the Service at any time. Material reductions in functionality during a paid subscription term will be communicated to affected Users with reasonable notice.
User must be at least 18 years of age, or the age of legal majority in User's jurisdiction, to register a Creator account. Accounts may not be transferred or sold without Guiden's prior written consent.
3. Creator Content, AI Features, and Use of Service
3.1 Ownership of Creator Content
As between Guiden and Creator, Creator retains all right, title, and interest in and to Customer Content, subject to the licenses granted in this Agreement. Guiden does not claim ownership of Customer Content.
Creator represents and warrants that: (a) Creator owns or has secured all rights, licenses, consents, and permissions necessary to upload, distribute, and commercially exploit Customer Content through the Service; (b) Customer Content does not infringe, misappropriate, or violate any third-party intellectual property right, right of publicity, right of privacy, contractual right, or applicable law; (c) Creator has obtained all necessary releases from any individuals appearing or referenced in Customer Content; and (d) Customer Content complies with the Creator Content & Course Rules and Acceptable Use Policy.
3.2 License to Guiden
Creator grants Guiden a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, cache, copy, reproduce, process, transmit, display, perform, distribute, modify (solely as necessary to format, render, transcode, or display), and create derivative works of Customer Content, in each case solely as necessary to operate, maintain, secure, support, and provide the Service; deliver Customer Content to Learners; generate, train, and operate Creator-scoped AI features as described in Section 3.3; generate aggregated and anonymized analytics; and market and promote the Service.
Creator further grants Guiden a limited license to use Creator's name, likeness, voice, trademarks, logos, and brand identifiers solely as necessary to operate Creator-scoped AI features. Guiden will not use Creator's name, likeness, or voice to generate AI outputs for any other Creator or Learner outside of Creator's own account.
These licenses survive termination of this Agreement only to the extent necessary for Guiden to provide Creators a 30-day export window under Section 9, retain backups in the ordinary course of business, and retain aggregated and anonymized data.
3.3 AI Features
No Training of Foundation Models. The Service uses commercially available Underlying Models with model training disabled. Customer Content and Learner interactions are not used to train, fine-tune, improve, or update the Underlying Models themselves.
Creator-Scoped Configuration. Customer Content may be used to configure, fine-tune (within the closed scope of the Service), embed, index, and ground AI features that generate outputs solely for the applicable Creator's account. A Creator's content is not used to power AI outputs for any other Creator's account.
AI Output Disclaimer. AI-generated outputs are produced by probabilistic systems and may be inaccurate, incomplete, biased, outdated, or otherwise unsuitable for a given purpose. Outputs do not constitute professional advice of any kind. Users are solely responsible for reviewing, verifying, and determining the appropriateness of all AI-generated outputs.
Service Improvement Data. Guiden may collect, store, analyze, and process all interactions with the Service, including (a) interactions between Learners and AI-powered features (questions, prompts, responses, conversation logs, ratings, and engagement signals), (b) interactions between Creators and AI-powered features (including content creation prompts, generated outputs, and edits), and (c) usage, performance, conversion, retention, and engagement data across the Service. Guiden may use this data to (i) operate, secure, maintain, debug, and improve the Service and its AI features, including training, fine-tuning, and developing Guiden's own proprietary models and features scoped to the Service, (ii) generate analytics, insights, recommendations, benchmarks, and reports for Creators regarding Learner engagement, common questions, content gaps, content performance, and conversion, (iii) develop new features, products, and services, and (iv) generate aggregated and de-identified data and statistics for any lawful purpose. This data does not constitute Customer Content. Guiden will not use this data to train third-party Underlying Models. Guiden will not disclose personally identifiable Learner information to other Creators except as reasonably necessary for the applicable Creator to service its own Learners.
High-Risk Use Cases. Creators must not configure or use AI features to provide individualized medical, legal, financial, trading, mental health, or other regulated professional advice, or to make automated decisions that produce legal or similarly significant effects on Learners, except where Creator is properly licensed and has obtained all required disclosures and consents.
3.4 Personnel Access
Guiden personnel may access Customer Content, Learner interaction data, and Learner Progress Data solely as reasonably necessary to provide technical support requested by Creator; operate, troubleshoot, secure, maintain, and improve the Service, including its progress tracking, scoring, and analytics features; investigate suspected violations; comply with legal obligations or valid government requests; and enforce platform rules.
3.5 Learners
Learners who create accounts on the Service are bound by Guiden's separately published Learner Terms of Service. Creators are solely responsible for the commercial relationship with their Learners, including course content, instruction, pricing, refund policies, customer service, marketing claims, and compliance with all laws applicable to Creator's offerings.
Guiden is a technology provider only. Guiden is not a party to any transaction between Creator and Learner.
3.6 Acceptable Use
Users are responsible for all activity occurring under their accounts. Users must comply with all applicable laws and with all Policies, including the Creator Content & Course Rules and Acceptable Use Policy, which are incorporated into this Agreement by reference.
3.7 Tracking Tools and Third-Party Embeds
Where the Service makes this functionality available, Creator may connect Tracking Tools to, and embed third-party media (including YouTube and Vimeo videos) on, Creator's Offer Pages. When a visitor loads a page containing Tracking Tools or embedded media, the third-party provider may collect information directly from the visitor's device, such as IP address, browser and device information, page URLs, referral sources, and interactions with the page. That collection is governed by the third party's own terms and privacy policies.
Creator represents, warrants, and agrees that: (a) Creator has accepted, and will comply with, the terms of service, business tools terms, advertising policies, and data policies of each third-party platform whose Tracking Tools or media Creator connects or embeds; (b) Creator is solely responsible for its decision to deploy Tracking Tools and embedded media, for how each is configured, and for all collection, use, and disclosure of data through them; (c) Creator will provide all notices, obtain all consents, and honor all opt-out and data subject requests required by the laws applicable to Creator, its visitors, and its Learners; (d) Creator will not configure any Tracking Tool to transmit Learner Progress Data, or information identifying the specific course videos or lessons a Learner has requested or viewed, to any third party; and (e) Creator will not configure any Tracking Tool to transmit email addresses or other directly identifying information, or any health, financial, religious, or other sensitive information, except as permitted by applicable law and the applicable third party's terms.
Guiden may, at any time and in its discretion, limit the pages on which Tracking Tools may operate (including restricting them to Offer Pages), disable or block any Tracking Tool or embedded media, restrict Tracking Tools for visitors in certain regions, require the use of consent management tools, or otherwise modify this functionality to comply with law or third-party platform requirements. Guiden does not control and is not responsible for any third party's collection or use of data through Tracking Tools or embedded media. As between Guiden and Creator, Creator determines the purposes and means of any data collection performed through Creator's Tracking Tools.
3.8 Learner Progress Data and Outcome Statistics
Collection and Access. Guiden collects Learner Progress Data at both the individual Learner level and in aggregated form. Guiden may access and use Learner Progress Data to operate the Service, calculate scores and Outcome Statistics, provide analytics to Creators, and as described in Section 3.3. Guiden makes individual-level and aggregated Learner Progress Data available to each Creator for the Learners enrolled in that Creator's courses.
Permitted Use. Creator may use Learner Progress Data solely to deliver, support, evaluate, and improve Creator's own courses on the Service and to communicate with Creator's own Learners about those courses, in each case in compliance with applicable law. Creator will not sell, rent, license, share, disclose, or otherwise transfer Learner Progress Data to any third party, including by uploading it to advertising platforms (for example, to build custom or lookalike audiences), data brokers, or other Creators, and will not use it for any purpose unrelated to Creator's courses on the Service. Creator may permit access only by its own employees and contractors who need access to deliver Creator's courses and who are bound by confidentiality and use restrictions at least as protective as this Section, and may disclose Learner Progress Data where required by law. Creator is responsible for any use or disclosure of Learner Progress Data by those individuals. Creator will maintain reasonable safeguards to protect Learner Progress Data and will delete any Learner Progress Data exported from the Service when it is no longer needed for the permitted purposes, upon termination of this Agreement, or when required by law.
Outcome Statistics. Guiden may calculate and display aggregated, de-identified statistics about Creator's courses, including completion rates, outcome rates, and the Guiden Score ("Outcome Statistics"), on Offer Pages and elsewhere on the Service. Guiden determines the methodology for Outcome Statistics, will display them only in a form that is not reasonably attributable to any individual Learner, and may withhold them where a course does not meet minimum group sizes or other thresholds set by Guiden. Creator may not alter, selectively present, or remove context from Outcome Statistics.
Outcome Statistics Disclaimer. Outcome Statistics are based on data available to the Service, which may include information self-reported by Learners that Guiden does not independently verify. Outcome Statistics describe past results of a group of Learners, are not a guarantee or prediction of any individual's results, and do not represent typical results unless expressly stated. If Creator references Outcome Statistics or any other results in its own marketing, Creator is solely responsible for ensuring that each claim is truthful, substantiated, accompanied by any required disclosures, and compliant with applicable law, including the Federal Trade Commission Act and laws governing earnings, income, and performance claims.
4. Marketplace, Fees, and Payments
4.1 Creators as Sellers of Record
Creators offer and sell content directly to Learners through the Service. Creator is the seller and merchant of record for all Creator content, and Guiden is a technology service provider and platform facilitator only. Creator is solely responsible for setting prices, determining and honoring refund policies, collecting and remitting all applicable taxes, issuing receipts and invoices as required by law, and complying with all consumer protection, advertising, and industry-specific laws.
4.2 Payment Processing
Payments are processed through Stripe, Inc. or another Payment Processor designated by Guiden. Creator must establish and maintain a Stripe account in good standing. Creator authorizes Guiden to instruct the Payment Processor to collect funds from Learners, deduct platform fees, processing fees, taxes, refunds, chargebacks, reversals, fines, and other amounts owed, and remit the net balance to Creator's Payment Processor account.
Guiden does not act as a bank, money transmitter, or financial institution. Guiden does not hold Creator funds in trust and does not guarantee timing or completion of payouts, which are governed by the Payment Processor's terms.
Creator acknowledges that the Payment Processor maintains its own list of restricted, prohibited, and high-risk businesses, which may include trading education, prop trading, financial signals, cryptocurrency, forex, gambling, and certain health, regulated, or adult-adjacent categories, and that the Payment Processor may apply heightened scrutiny, hold funds, require additional verification, or terminate Creator's account at the Payment Processor's discretion. Creator is solely responsible for compliance with the Payment Processor's terms and restrictions. Guiden is not liable for the Payment Processor's decisions to suspend, restrict, terminate, hold, or reverse Creator's funds or account, regardless of cause.
4.3 Platform Fees
Guiden charges platform fees, subscription fees, and other amounts as set forth in the applicable Order Form, pricing page, or in-product disclosure. Fees are exclusive of taxes unless otherwise stated. Guiden may change fees with reasonable advance notice (typically at least 30 days). All fees are non-refundable except as expressly stated.
4.4 Refunds, Chargebacks, and Reserves
Refunds to Learners are issued at Creator's discretion in accordance with Creator's published refund policy. Where Guiden processes a refund on Creator's behalf, Creator is responsible for the refunded amount. Creator is responsible for all chargebacks, reversals, fines, and disputed amounts. Guiden may deduct chargebacks, reversals, refunds, fines, and related fees from current or future Creator payouts; require Creator to maintain a reserve against anticipated chargebacks; delay or suspend payouts pending investigation; and suspend or terminate Creator's account where chargebacks exceed thresholds.
4.5 Taxes
Creator is solely responsible for determining, collecting, reporting, and remitting any sales, use, VAT, GST, withholding, income, or other taxes arising from Creator's sales through the Service.
5. Support, Trials, and Beta Features
Support is provided in accordance with Guiden's Customer Support Policy. Trial accounts, free tiers, beta features, and early-access programs are provided "AS IS" and "AS AVAILABLE" without any warranties or service level commitments. Guiden may modify, suspend, or discontinue trial and beta features at any time without notice.
Customer Content uploaded during a trial may be deleted at the end of the trial period unless the account is converted to a paid Order Form, except where prohibited by law or otherwise stated in writing by Guiden.
6. Third-Party Services
The Service may interoperate with, integrate with, or display content from third-party services, including YouTube, Stripe, Google, social media platforms, and Underlying Model providers. Use of third-party services is governed by the third party's own terms and privacy policies. Guiden is not responsible for the availability, accuracy, content, security, performance, terms, or fees of any third-party service. Creator is responsible for complying with the terms of any third-party service Creator connects to or uses through the Service. Creator's use of Tracking Tools and embedded third-party media is also subject to Section 3.7.
7. Confidentiality, Privacy, and Security
Each party agrees to protect the other's non-public, confidential, or proprietary information using at least reasonable care, and to use such information only as necessary to perform under this Agreement. Guiden will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Content. Guiden will notify the affected Creator without undue delay after confirming a security breach involving unauthorized access to or disclosure of Customer Content.
Guiden's processing of personal data is described in the Guiden Privacy Policy. Where Creator uploads or processes personal data of Learners or other individuals through the Service, Creator is the controller of that personal data and Guiden acts as the processor or service provider on Creator's behalf, except with respect to Service Improvement Data described in Section 3.3 and Guiden's own use of Learner Progress Data described in Section 3.8, which Guiden processes for its own purposes as described in the Privacy Policy. The parties will comply with all applicable data protection laws.
Creator is solely responsible for data collected through Creator's Tracking Tools under Section 3.7 and for Creator's use of Learner Progress Data under Section 3.8, and acts as an independent controller or business with respect to that data once it is collected by or disclosed to Creator.
8. Intellectual Property
Guiden retains all right, title, and interest in and to the Service, including all software, AI models and configurations developed by Guiden, user interfaces, designs, documentation, trademarks, logos, and all related intellectual property. No rights are granted to User except the limited access rights expressly set forth in this Agreement.
User may not, and may not permit any third party to:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Service.
- Copy, modify, or create derivative works of the Service.
- Rent, lease, lend, sell, sublicense, assign, or transfer the Service or access to it.
- Use the Service to build, train, or improve a competing product or service, or any AI model or system.
- Scrape, crawl, harvest, or extract data from the Service except through documented APIs as permitted.
- Circumvent or attempt to circumvent any usage limits, access controls, security features, or rate limits.
- Use the Service to violate any law or third-party right.
If User provides Guiden with any feedback, suggestions, or ideas, User grants Guiden a perpetual, irrevocable, royalty-free, worldwide license to use and exploit such feedback for any purpose without restriction or compensation.
9. Term and Termination
This Agreement remains in effect until terminated. Either party may terminate for material breach uncured 30 days after written notice. Guiden may suspend or terminate User's access immediately if User has violated the Acceptable Use Policy, Creator Content & Course Rules, or applicable law; engaged in fraud or abuse; failed to pay fees when due; or created risk of legal liability for Guiden.
Upon termination of a Creator account, Creator may export Customer Content for 30 days following termination, after which Guiden may delete Customer Content from active systems.
10. Indemnification
10.1 Creator Indemnification
Creator will defend, indemnify, and hold harmless Guiden from and against any third-party claim arising out of or relating to: Customer Content (including IP infringement claims); Creator's use of the Service in violation of this Agreement; Creator's products, services, courses, marketing claims, representations, or warranties to Learners; refund disputes, chargebacks, and consumer protection claims; taxes owed by Creator; Creator's Tracking Tools and embedded third-party media, and any collection, use, or disclosure of visitor or Learner data through them, including claims under privacy, data protection, wiretapping, video privacy, or consumer protection laws; Creator's use or disclosure of Learner Progress Data; Creator's use of Outcome Statistics or any other results claims in its marketing; any death, personal injury, or property damage allegedly caused by Creator content; and Creator's violation of any law or regulation.
10.2 Guiden Indemnification
Guiden will defend, indemnify, and hold harmless Creator from and against any third-party claim alleging that the Service, as provided by Guiden and used by Creator in accordance with this Agreement, directly infringes a U.S. patent, registered copyright, or registered trademark of a third party.
11. Warranty Disclaimer
THE SERVICE, INCLUDING ALL AI FEATURES AND OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUIDEN AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GUIDEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. GUIDEN'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY USER TO GUIDEN IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
These limitations apply even if a remedy fails of its essential purpose, and they survive termination. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.
13. Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Subject to Section 14, the state and federal courts located in Harris County, Texas have exclusive jurisdiction over any action not subject to arbitration.
14. Mandatory Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH GUIDEN THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE WAYS YOU CAN SEEK RELIEF FROM US.
14.1 Agreement to Arbitrate
Except as set forth in Section 14.4, User and Guiden agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or User's use of the Service will be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association ("AAA"), rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Section 14.
14.2 Procedure
The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Harris County, Texas, although for individual claims under $25,000 the arbitration may be conducted by telephone, video, or written submissions at User's election. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
14.3 Class Action Waiver
USER AND GUIDEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR MASS ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF.
If a court or arbitrator decides that any part of this class action waiver is unenforceable as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) will be severed and brought in the courts identified in Section 13, while all other claims will proceed in arbitration.
14.4 Exceptions
Not subject to arbitration: claims for injunctive or equitable relief to prevent IP infringement; small claims court actions on an individual basis; and any claim that, by law, may not be subject to arbitration.
14.5 30-Day Right to Opt Out
User may opt out of this Section 14 by sending written notice to legal@guiden.ai within 30 days of first accepting this Agreement.
15. General
Entire Agreement. This Agreement, together with the Policies and any applicable Order Form, constitutes the entire agreement between the parties.
Modifications. Guiden may modify this Agreement from time to time. Material changes will be effective no sooner than 30 days after notice. Continued use of the Service after the effective date constitutes acceptance.
Assignment. User may not assign this Agreement without Guiden's prior written consent.
Notices. Notices to Guiden must be sent to legal@guiden.ai.
Contact. For questions about this Agreement, contact legal@guiden.ai.