Last Updated: April 7, 2025

These Terms of Service (“Terms of Service” or “Terms”) constitute a legally binding agreement between you (“you” or “your”) and Goldilocks AI Ltd, doing business as Goldilocks AI (“Goldilocks AI,” “we,” “our,” or “us”), located at 124 City Road, London, UK EC1V 2NX. You can reach us at chris@goldilocksai.co.uk.

By accessing or using our Service (defined below), you accept and agree to these Terms of Service in their entirety. If you do not agree with any aspect of these Terms, you must not access or use our Service.

1. DEFINITIONS

• “Account Information”
  Information you provide to create, support, and maintain an account enabling access to the Service.

• “Goldilocks AI Platform”
  The software, tools, or other technology provided by us to you under these Terms. The Goldilocks AI Platform does not include Third-Party Products.

• “Beta Services”
  Products, services, integrations, functionalities, or features that Goldilocks AI may make available as trial or early-release offerings (e.g., labeled “alpha,” “beta,” “pilot,” “limited release”) at your discretion.

• “Goldilocks AI Contributor Database”
  A database of Personal Information (as defined below) and other business information that we make available through the Goldilocks AI Platform to you and other customers.

• “Deliverable”
  Any output of Professional Services (as defined below) that is identified as a Deliverable under a relevant order or agreement.

• “Output Data”
  Information, data, and content made available to you through the Goldilocks AI Platform or included in the Goldilocks AI Contributor Database. Output Data does not include Submitted Data.

• “Personal Information”
  Information relating to an identified or identifiable individual, including similar terms such as “personal data” or “personally identifiable information,” as defined under applicable law.

• “Professional Services”
  Any professional or consultancy services that we may offer and describe in a purchase order or other agreement, including any Deliverables specified therein.

• “Service”
  Collectively refers to the Output Data, Service Metadata, Goldilocks AI Contributor Database, Goldilocks AI Platform, any Professional Services, any Beta Services, and associated infrastructures, functionalities, or analytics provided by Goldilocks AI.

• “Service Metadata”
  Information collected or inferred by us while delivering emails or otherwise providing the Service (such as system operations and deliverability data).

• “Submitted Data”
  All data, information, text, recordings, and other content or materials that you collect, submit, provide, transmit, or store in connection with your use of the Service. Submitted Data does not include Output Data or Service Metadata.

• “Third-Party Products”
  Products, services, applications, websites, or other technologies (and related content) that you choose to integrate with or use in connection with the Service. Third-Party Products are not owned or operated by us.

• “UK/EU GDPR”
  The UK General Data Protection Regulation and the EU General Data Protection Regulation (Regulation (EU) 2016/679), as applicable, and any equivalent or successor legislation (including the Data Protection Act 2018).

• “Website”
  Any website or webpage on which these Terms appear or that Goldilocks AI designates as part of the Service.

2. YOUR ACCOUNT; ELIGIBILITY; BETA SERVICES; THIRD-PARTY PRODUCTS

2.1. Account Information

You may need to set up an account to access certain aspects of the Service, including Output Data. You agree to:

• Provide accurate and current information (your own) when creating an account.

• Keep your contact details current so we can reach you with important notices.

2.2. Eligibility

• Only your authorised employees, contractors, or subsidiaries’ personnel (“Authorised Users”) may access or use the Service on your behalf.

• You must ensure all Authorised Users are at or above the age of majority in their jurisdiction and comply with these Terms.

• You are responsible for the actions of your Authorised Users.

2.3. Account Security

We cannot guarantee total security of the Service, and unauthorised individuals could gain access to your information via illicit means. You are responsible for all activity under your account. You agree that:

• You will keep your account credentials (e.g., passwords) confidential and not share them.

• You will access our systems only through encrypted connections where possible.

• You will promptly revoke access for any terminated employee or contractor (within 24 hours).

• You will notify us within 72 hours of any security incidents, including compromised credentials, lost or stolen devices with account access, or malware infections that may affect our Service.

• You will contact us at chris@goldilocksai.co.uk if you discover vulnerabilities in our Service.

2.4. Beta Services

We may offer Beta Services (alpha, beta, or pilot releases) that are optional:

• Beta Services may contain bugs or defects.

• They are provided “as is,” without warranty, indemnity, or commitment.

• We may modify, limit, or discontinue Beta Services at any time.

2.5. Third-Party Products

• If you integrate any Third-Party Products, it is at your own risk and subject to any relevant third-party terms.

• We do not warrant or endorse Third-Party Products, nor are we responsible for their performance.

• We may modify or discontinue compatibility with Third-Party Products at any time if the provider changes or discontinues availability in a manner unacceptable to us.

3. PAYMENT TERMS; PURCHASING DATA

3.1. One-Off Data Purchases

Goldilocks AI does not sell recurring subscriptions. Instead, we charge on a one-off or project basis for each dataset or Professional Service you purchase. Costs generally depend on:

• The size or scope of the dataset.

• The source and complexity of the data.

Any specifics are agreed at the time of purchase (or within a purchase order) and may vary by project.

3.2. Credit Points

Where applicable, we may offer a credit-based system in connection with certain datasets or features. Any references to credits or “credit points” are governed by:

• The rules and conversion policies on our Website at /credit-points or any other official location we provide.

• Credits may not be resold, transferred, or exchanged except directly with Goldilocks AI.

• Credits may have an expiry period after which they become void.

3.3. Fair Use

We may impose fair use policies or usage caps to prevent abuse. If we suspect, in our sole discretion, that you are bypassing or exploiting normal usage limits, we may suspend or terminate your account or access immediately.

3.4. Payment and Invoicing

• Fees: You agree to pay all fees associated with data purchases and Professional Services.

• Invoicing: Unless otherwise agreed, fees are payable upon delivery of the relevant dataset or within the timeframe on an invoice.

• Late Payment: Overdue amounts may incur interest at 1.5% per month or the maximum legal rate, whichever is lower. We may suspend or revoke access to the Service for non-payment.

• Disputes: You must raise fee disputes in writing within thirty (30) days of receiving the invoice. Disputes not raised within that period are deemed waived.

• Taxes: You are responsible for all taxes, duties, or levies applicable to your use of the Service (other than taxes on our net income).

• No Refunds: Except as required by law, all payments are final. Once data or Deliverables are provided, refunds are not available unless expressly stated in writing.

4. OWNERSHIP OF THE SERVICE; LICENCE TO USE

4.1. Ownership by Goldilocks AI

We (and our licensors) retain all rights, title, and interest in and to the Service, including:

• All intellectual property, such as copyrights, patents, trademarks, trade secrets, and any compilation or design related to the organisation or presentation of Output Data.

Nothing in these Terms transfers any ownership or proprietary rights to you.

4.2. Licence to You

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to:

• Use the Service for your internal business purposes.

• Download, store, or print Output Data solely for your own internal business purposes.

4.3. Licence Restrictions

You shall not:

1. Resell or Distribute the Service or any part of the Output Data (or any functionally equivalent subset of the data) without our explicit written approval.

2. Develop a competitive product or service using the Service.

3. Use the Service to impersonate any person or entity or misrepresent your affiliation.

4. Reverse-engineer, decompile, or disassemble any component of the Service.

5. Engage in data scraping, crawling, or other automated extraction methods beyond authorised channels.

6. Use the Service to send unlawful or unsolicited communications, or to violate applicable laws, including (without limitation) privacy, data protection, and direct marketing regulations.

7. Infringe the intellectual property rights, privacy rights, or other rights of any third party.

8. Upload or transmit viruses, malware, or other harmful code.

4.4. Email, Direct Marketing, and Communication Restrictions

If you utilise the Service or Output Data for email or direct marketing:

• Compliance: You must comply with all applicable laws (such as the Privacy and Electronic Communications Regulations 2003, UK GDPR, and other direct marketing rules) wherever your recipients are located.

• Prohibited Activities: You must not send unlawful, defamatory, threatening, or misleading communications, or promote illegal products or services.

• Opt-Out and Consent: Where required by law, you must provide lawful notices, obtain consents, and honour all unsubscribe or opt-out requests.

4.5. Termination for Violations

If, in our sole discretion, you violate these Terms, especially the usage and licence restrictions above, we may immediately suspend or terminate your account without notice and seek any remedies available under law.

4.6. Trademarks

“Goldilocks AI,” the Goldilocks AI logo, and all associated product or service names are our trademarks. You may not use or display them without our prior written consent.

5. SUBMITTED DATA

5.1. Ownership of Submitted Data

As between you and Goldilocks AI, you own and retain all rights to Submitted Data. You are solely responsible for the accuracy and legality of your Submitted Data.

5.2. Licence Granted to Goldilocks AI

You grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free licence to:

1. Host, process, and use the Submitted Data to provide, maintain, and improve the Service.

2. Analyse the Submitted Data (including via machine learning) to enhance the functionality or features of the Service.

3. Incorporate the Submitted Data (in whole or in part) into our Goldilocks AI Contributor Database to verify, update, or enrich Output Data, provided we do not publicly identify you as the source of such data.

4. Use or share the Submitted Data in aggregated, de-identified form for any purpose in any medium.

5.3. Your Representations

You represent and warrant that:

• You have all necessary rights and lawful basis (including any required consents) to provide Submitted Data to us.

• The Submitted Data does not include sensitive or regulated information (e.g., health data protected under the Data Protection Act 2018, data about minors, or financial data subject to special regulation) unless lawfully obtained and disclosed.

• Uploading or transferring Submitted Data to us does not violate any law, contract, or third-party rights.

6. DATA PRIVACY AND SECURITY

6.1. Data Processing Agreement

Our Goldilocks AI Data Processing Agreement is incorporated by reference into these Terms. Both parties shall comply with the obligations therein regarding any Personal Information processed under these Terms.

6.2. Privacy Policy

Your use of the Service is also subject to our Goldilocks AI Privacy Policy, which explains how we collect, use, and share personal data. By using the Service, you acknowledge and agree to our Privacy Policy.

6.3. Co-operative Exchange

Our Service may operate on a co-operative basis, whereby your Submitted Data can enrich our databases for the benefit of other customers, and you in turn gain access to enriched Output Data. In some jurisdictions, this might be considered a “sale” of personal data, obliging you to make certain disclosures or provide individuals with certain rights (e.g., to opt out). You are responsible for ensuring compliance with all such obligations.

6.4. Consumer Credit and Other Regulated Uses

• Goldilocks AI is not a consumer reporting agency, nor is the Service intended to provide consumer reports.

• You agree not to use Output Data for making credit, employment, or other decisions subject to legal frameworks such as the Fair Credit Reporting Act (FCRA), where applicable, without lawful basis.

7. DISCLAIMERS

1. As Is: The Service (including Output Data and Beta Services) is provided “as is” and “as available,” without warranty or representation of any kind.

2. No Guarantees: We do not guarantee that the Service will be uninterrupted, error-free, accurate, reliable, secure, or suitable for your needs.

3. Exclusions: To the fullest extent permitted by English law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

4. No Legal Advice: The Service is not, and should not be construed as, legal advice or counsel. You should consult qualified legal professionals to ensure compliance with applicable laws.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

8. LIMITATION OF LIABILITY

• Indirect or Consequential Loss: To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, or consequential damages, including lost profits or business interruption.

• Liability Cap: Our total liability under these Terms shall not exceed the total amount paid by you to Goldilocks AI in the twelve (12) months preceding the event giving rise to the claim (or, if no fee has been paid, £100).

Nothing in these Terms shall exclude or limit liability that cannot be excluded or limited under the laws of England and Wales.

9. GOVERNING LAW AND DISPUTE RESOLUTION

• Governing Law: These Terms and any dispute or claim (including non-contractual disputes or claims) arising from them shall be governed by and construed in accordance with the laws of England and Wales.

• Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

• Injunctive Relief: Nothing prevents us from seeking interim or injunctive relief in any competent court to protect our intellectual property or Confidential Information.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Goldilocks AI, its directors, officers, employees, contractors, agents, affiliates, licensors, and service providers from and against all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. Your use or misuse of the Service (including Output Data).

2. Your breach of these Terms.

3. Your violation of any third-party rights, including data protection, privacy, or intellectual property rights, whether by Submitted Data or otherwise.

11. CHANGES TO THE SERVICE

We reserve the right to change or discontinue any aspect of the Service at any time, including:

• Modifying features or functionalities.

• Altering the type or amount of Output Data provided.

• Introducing, revising, or removing any fees or policies (including credit policies at /credit-points).

We may provide notice of major changes via email, our Website, or any other method we deem reasonable.

12. CONFIDENTIALITY

12.1. Confidential Information

Either party (“Disclosing Party”) may disclose non-public, proprietary, or confidential information to the other (“Receiving Party”) under these Terms (“Confidential Information”). Confidential Information does not include information that:

• Is or becomes publicly available without a breach of these Terms by the Receiving Party.

• Is received from a third party lawfully without confidentiality obligations.

• Was in the Receiving Party’s possession before disclosure, as evidenced by its records.

• Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Output Data is deemed our Confidential Information.

12.2. Obligations

The Receiving Party shall:

• Use no less than reasonable care to protect the Disclosing Party’s Confidential Information.

• Use Confidential Information only to perform obligations or exercise rights under these Terms.

• Disclose Confidential Information solely to employees or contractors who need to know it and are bound by obligations of confidentiality at least as strict as these Terms.

12.3. Required Disclosure

If required by law or legal process to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party (unless prohibited by law) and disclose only the amount of information legally compelled. The Disclosing Party may seek protective measures to contest or limit such disclosure.

12.4. Return or Destruction

Upon the Disclosing Party’s written request, the Receiving Party shall return or destroy all of the Disclosing Party’s Confidential Information, except where retention is required by law or legitimate internal compliance purposes.

13. EQUITABLE RELIEF

If you breach or threaten to breach provisions regarding unauthorised resale, distribution, or misuse of the Service or Output Data, we may suffer irreparable harm. Accordingly, Goldilocks AI may seek immediate injunctive or equitable relief (in addition to any other remedies) without requirement of posting a bond or other security.

14. MISCELLANEOUS

1. Entire Agreement
   These Terms (and any documents incorporated by reference, such as our Privacy Policy and Data Processing Agreement) constitute the entire agreement between you and Goldilocks AI, superseding all prior or contemporaneous understandings.

2. Relationship
   The parties are independent contractors; nothing herein creates an employment, partnership, or joint venture relationship.

3. Assignment
   We may freely assign or transfer these Terms. You may not assign, sublicense, or otherwise transfer these Terms without our prior written consent.

4. Severability
   If any part of these Terms is held invalid or unenforceable, the remaining sections shall remain in full force and effect.

5. Waiver
   No failure or delay by us in exercising any right or remedy shall constitute a waiver. Any waiver must be in writing.

6. Notices

   • Legal notices to us must be sent to chris@goldilocksai.co.uk or 124 City Road, London, UK EC1V 2NX.

   • We will provide legal notices to you through any reasonable method, including email or our Website.

7. Termination

   • We may terminate these Terms immediately if you materially breach them and fail to cure within thirty (30) days of notice (ten (10) days for non-payment).

   • Once a dataset or Deliverable is provided, you generally cannot cancel or seek a refund unless explicitly agreed by us in writing.

   • If these Terms are terminated, you must cease all use of the Service and Output Data.

8. Force Majeure
   We are not liable for delays or failures caused by events beyond our reasonable control, including strikes, natural disasters, acts of terrorism, IT disruptions, or government actions.

9. Export Restrictions
   You shall not use the Service in violation of any applicable export or import regulations, including those of the UK or other relevant jurisdictions.

10. Monitoring
    We may monitor your use of the Service to ensure compliance with these Terms. If we reasonably believe you are in breach, we may suspend or terminate your account and seek remedies at law.

If you have any questions regarding these Terms of Service, please contact us at chris@goldilocksai.co.uk.

By using Goldilocks AI, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety.