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.
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 and use this data to operate, secure, maintain, debug, and improve the Service and its AI features, including training, fine-tuning, and developing Guiden's own proprietary models scoped to the Service. Guiden will not use this data to train third-party Underlying Models.
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 and Learner interaction data solely as reasonably necessary to provide technical support requested by Creator; operate, troubleshoot, secure, and maintain the Service; 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.
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.
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.
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.
7. Confidentiality, Privacy, and Security
Each party agrees to protect the other's non-public, confidential, or proprietary information using at least reasonable care. Guiden will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect 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.
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.
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; 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).
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 will be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association ("AAA").
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.
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, OR REPRESENTATIVE PROCEEDING.
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.