Terms of Service

Last Updated: July 7th, 2025


These Terms of Service (“Terms”) constitute a legally binding agreement between you and Marigold Labs, Inc. (together with its affiliates, “Marigold Labs,” “OnePerfectSlice,” “OPS,” “we,” “our,” or “us”) governing your access to and use of our products, services, content, insights, and websites (the “Site”) (collectively, the “Services”).

BY ACCESSING OR USING THE SITE, PURCHASING A GTM ALIGNMENT AUDIT OR SUBSCRIPTION, REGISTERING FOR AN ACCOUNT (IF APPLICABLE), OR OTHERWISE USING THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to the entity.Any personal data you submit to us, or that we collect through your use of the Services, is governed by our Privacy Policy, available at https://oneperfectslice.ai/legal/privacy. The Privacy Policy is incorporated by reference into these Terms and forms part of this agreement.


1. Our Services

We provide services and software designed to help go-to-market (GTM) teams align sales, marketing, and enablement efforts. Our Services include:

If you purchase or use our Services, you are doing so through Marigold Labs, and your use is governed by this Agreement. If you have a separate written agreement or order form with us covering the same Services, that separate agreement will control in the event of a conflict with these Terms.


2. Accounts, Password and Security

To access certain Services, including viewing the insights generated from your GTM Alignment Audit, you must create an account on our platform (an “Account”). We will automatically create an Account for you on our Free subscription tier when you purchase a GTM Alignment Audit, and you will receive login credentials by email.

You may also create an Account to access other features of the Services we may offer in the future.

You agree to provide true, accurate, current, and complete information during the account registration process and to maintain and promptly update your account information to keep it accurate and complete.

You are solely responsible for:

If you suspect unauthorized use of your Account or a breach of security, please contact us immediately at support@marigoldlabs.co.

The person or entity purchasing the GTM Alignment Audit or registering for the Services will be the contracting party (“Account Owner”) under these Terms. The Account is personal to the Account Owner and may not be transferred to any other person or organization without our prior written consent.

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3. AI Analysis and User Content

“AI Analysis & Agent Functions” refers to features of the Services that use artificial intelligence, machine learning, or similar technologies developed by Marigold Labs or our third-party providers.

Marigold Labs and its licensors exclusively own all right, title, and interest in the AI Analysis & Agent Functions, including all associated intellectual property rights, frameworks, templates, and methodologies.

“User Content” is defined as any content, information, and materials that may be textual, audio, or visual that you or any of your End Users provide, submit or upload to the Services. When you provide User Content for use with Al Analysis & Agent Functions, you will receive output generated and returned by the Al Functions ("Output," and together with User Content, "Al Content").

You are solely responsible for your User Content, including compliance with applicable laws and the Agreement. To the extent that any User Content contains personal data of any individuals, you are responsible for making sure that you have the appropriate permission and legal basis for us to collect and process information about those individuals. You authorize Marigold Labs and its third-party providers to process your User Content to provide you with the Al Analysis & Agent Functions. You agree that Marigold Labs may use subprocessors to provide the Al Analysis & Agent Functions to you. You acknowledge and agree that

Marigold Labs:

You hereby represent and warrant to Marigold Labs that your User Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Marigold Labs or purport that you are authorized to act as a representative or agent of Marigold Labs; and (viii) will not create liability for Marigold Labs or cause Marigold Labs to lose (in whole or in part) the services of its ISPs or other suppliers. By making available any User Content through the Services, you hereby grant to Marigold Labs a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content on, through or by means of the Services, including processing, storing, and otherwise using Al Content to further train, develop, enhance, and improve the Services and the AI Analysis & Agents Functions; PROVIDED THAT WE WILL NOT USE, ACCESS, VIEW, COPY, DISTRIBUTE, LICENSE, SELL, TRANSFER, DISPLAY, PERFORM, STREAM, BROADCAST OR OTHERWISE EXPLOIT YOUR USER CONTENT IN ANY MANNER THAT WOULD CAUSE YOUR USER CONTENT TO BECOME PUBLICLY AVAILABLE OR AVAILABLE TO ANY UNAUTHORIZED THIRD PARTY. While we do not use your User Content to train, develop, enhance or improve any large language models or other foundational models where your User Content could be exposed to third parties, we may nonetheless use anonymized, aggregate usage and system data from the Services and AI Analysis & Agent Functions for any business purpose. We do not permit our third-party subprocessors of the AI Analysis & Agent Functions to use your User Content to train their Al models. We do not claim any ownership rights in any User Content, and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Content.

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4. Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Services or any Output from the AI Analysis & Agent Functions:

  1. for any unlawful purpose;
  2. to conduct any unlawful acts or solicit others to perform or participate in any unlawful acts;
  3. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
  4. to use the Services for any purpose or in any manner that infringes upon or violates the rights, including but not limited to intellectual property rights, of us or any third party;
  5. to harass, abuse, insult, harm, defame, slander, stalk, threaten, disparage, intimidate, discriminate in any way, including, but not limited to, discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability, or otherwise violate the legal rights (such as of privacy or publicity) of any other users of the Services or Marigold Lab’s employees, affiliates, or partners or the employees, affiliates, or partners of any other platform or integration with which Marigold Labs does business;
  6. to submit false or misleading information;
  7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet;
  8. for any obscene or immoral purpose;
  9. to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet;
  10. to interfere with or carry out any activity that threatens the performance, security, or proper functioning of the Services;
  11. to attempt to compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
  12. to attempt to access unauthorized Accounts or to collect or track the personal information of others;
  13. to abuse any trial offerings with respect to the Services;
  14. to abuse any rebate offerings with respect to the Services;
  15. in any way that violates the policies of any other platform or integration with which Marigold Labs does business;
  16. to copy, distribute, or disclose any part of the Services in any medium other than as allowed by the Services and these Terms of Service;
  17. to use any automated system (other than any functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services;
  18. to transmit spam, chain letters, or other unsolicited email or attempt to phish, pharm, pretext, spider, crawl, or scrape;
  19. to impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide, or attempt to hide your identity;
  20. to attempt to decipher, decompile, disassemble, or reverse engineer any of the software or algorithms used to provide the Services;
  21. to develop any artificial intelligence or machine learning models that compete with Marigold Labs or the AI Analysis & Agent Functions or develop any internal models intended to replace your use of Marigold Lab’s Services;
  22. to mislead any person that Output from the Services was solely human-generated;in a manner that violates any technical documentation, usage guidelines, or parameters;
  23. to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or
  24. to encourage or enable any other individual to do any of the foregoing.

We reserve the right to terminate your use of the Services or any related website for violating any of the prohibited uses.

You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services: (1) access, tamper with, or use non-public areas of the Services or Marigold Lab’s computer systems; (2) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (3) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Marigold Labs and third-party integrations authorized by us (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Marigold Labs; (4) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (5) interfere with, or disrupt (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services.

We reserve the right to limit access to the Services for users whose actions result in degrading the experience of other users of the Services, Marigold Lab’s employees, affiliates, or partners or the employees, affiliates, or partners of any other platform or integration with which Marigold Labs’ does business.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process or governmental request, (2) enforce these Terms of Service, including investigation of potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to user support requests, or (5) protect the rights, property or safety of Marigold Labs, its users and the public. Marigold Labs does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.


5. Representations and Warranties; Compliance with Laws

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services and (ii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You are responsible for determining whether the Services are suitable for you to use in light of any applicable regulations such as EU Data Privacy Laws or other laws. If you are subject to regulations (such as HIPAA) and you use the Services, then we will not be liable if our Services do not meet those requirements. You may not use the Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce. You are also responsible for notifying your End Users of data collection in connection with the Services, as required by applicable law.

If you are located in the European Economic Area (“EEA”) or serve end-users in the EEA market, you represent and warrant that in using the Services, you:

You hereby warrant and represent that, other than as fully and promptly disclosed to Marigold Labs as set forth below, you do not have any motivation, status, or interest that Marigold Labs may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Marigold Labs in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.


6. Billing and Payment

Payment and any other expenses must be paid through the third party payment processing system (the “PSP”) as indicated on the Services. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Marigold Labs is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Marigold Labs has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.

All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us and will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

Our charges for subscription plans (monthly, annual or other period, as applicable from time to time) and fees for any additional Services are posted on the Site or otherwise communicated to you in writing and may be changed from time to time. If you have signed up for a Marigold Labs  subscription plan (each a, “Subscription Plan”) and any part of a month, year or other period is included in the term, then payment will be due for the full month, full year, or full other period as applicable. Payments for monthly Subscription Plans are due for any month on the same or closest date to the day you made your first monthly payment, and payments for yearly Subscription Plans are due for any year on the same or closest date to the day you made your first yearly payment. Please note that fees for certain Services may vary country by country and certain customers may have access to different billing and payment features, depending on when they created their account with Marigold Labs.

If you have signed up for a Subscription Plan, you will provide us with valid credit card information and hereby authorize us to deduct the monthly, yearly or other automatic charges against that credit card. You’ll replace the information for any credit card that expires with information for a valid one. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If we’re unable to process your credit card order, we’ll try to contact you by email and will suspend your account until your payment can be processed.

We’ll give you a refund for all or a portion of an unused prepaid month or year, as applicable, if we stop providing our Services to you for a reason that’s not laid out in these Terms of Service as determined by Marigold Labs in its sole discretion. We may offer a refund to customers, if such customer applies for a refund based on the requirements posted on the Site. You won’t be entitled to a refund from us under any other circumstances.

We may change our fees at any time by posting a new pricing structure to our Site and/or sending you a notification by email.

From time to time, we may offer trials of paid Services for a specified period without payment or at a reduced rate (a “Trial”). We reserve the right to determine eligibility for any Trial, which may vary based on factors including, but not limited to, the Services selected and how recently you redeemed a Trial. Certain limitations may also exist with respect to combining Trials with any other offers.

Each Trial provides access to the Services at the price advertised (if any) for an initial, introductory period (the “Trial Period”) beginning at the moment you confirm your acceptance of the Trial by submitting valid payment details that are accepted by us. By submitting your payment details you: (i) confirm your acceptance of the Trial and (ii) accept and agree to these Terms of Service. All information collected by us under any Trial will be processed and used in accordance with our Privacy Policy.

A Trial must be accepted before the applicable expiration date advertised, if any. Except where prohibited by law, we reserve the right to modify, suspend, or terminate a Trial at any time and for any reason, in which case we will not honor subsequent Trial enrollments. The Trial Period shall continue for the period as advertised, subject to the previous sentence.

Our charges for one-time services  are billed as a one-time fee (the “One-Time Services”). Payment for One-Time Services is due in full at the time of purchase. One-Time Service fees are non-refundable, except where we discontinue the Service before delivery or as otherwise required by law.


7. Termination and Suspension

Unless otherwise agreed to in writing between you and Marigold Labs, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so or by written notice to support@marigoldlabs.co. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service that by their content or meaning are intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.

We reserve the right to refuse the Services to anyone for any reason at any time. Marigold Labs may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement without any notice. If Marigold Labs terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Marigold Labs reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 16 of these Terms of Service.

Marigold Labs reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Marigold Labs is not liable to you for any modification or discontinuance of all or any portion of the Services. Marigold Labs has the right to restrict anyone from completing registration as a user if Marigold Labs believes such person may threaten the safety and integrity of the Services, or if, in Marigold Labs’ discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account (as defined below), we reserve the right to delete all your data, including any User Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or canceled.


8. Links to Third-Party Websites

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Marigold Labs or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Marigold Labs does not control any such websites and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Marigold Labs is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Marigold Labs has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Marigold Labs expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold Marigold Labs harmless from any liability that may result from the use of links that may appear on the Services.


9. Third-Party Integrations

As part of the functionality of the Services, you may link your Account with certain third-party software, software-as-a-service, data sources or other products or services not provided by Marigold Labs (“Third-Party Integrations”), by either: (i) providing your Third-Party Integration login information through the Services; or (ii) allowing Marigold Labs to access your Third-Party Integration account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Integration. You represent that you are entitled to disclose your Third-Party Integration login information to Marigold Labs and/or grant Marigold Labs access to your Third-Party Integration account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Integration and without obligating Marigold Labs to pay any fees or making Marigold Labs subject to any usage limitations imposed by such third-party service providers. By granting Marigold Labs access to any Third-Party Integrations, you understand that (1) Marigold Labs may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Integration account (the “Integration Content”) so that it is available on and through the Services via your Account, and (2) Marigold Labs may submit and receive additional information to your Third-Party Integration account to the extent you are notified of this when you link your Account with the Third-Party Integration. You acknowledge and agree that Marigold Labs does not monitor or control Third-Party Integrations or how a Third-Party Integration uses or processes User Content or personal data after such is exported to a Third-Party Integration. Unless otherwise specified in these Terms of Service, all Integration Content, if any, shall be considered to be User Content. Depending on the Third-Party Integration you choose, and subject to the privacy settings that you have set in your account with such Third-Party Integration, personally identifiable information that exists in your Third-Party Integration account may be available on and through your Account on the Services.

Marigold Labs does not guarantee that the Services will maintain integrations with any Third-Party Integration, and Marigold Labs may disable integrations of the Services with any Third-Party Integration at any time with or without notice to you. Please note that if a Third-Party Integration or associated service becomes unavailable or Marigold Labs’s access to such Third-Party Integration is terminated by the third-party service provider, then Integration Content may no longer be available on and through the Services. You will have the ability to disable the connection between your Account on the Services and your Third-Party Integration account at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY INTEGRATION ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. You are solely responsible for complying with any relevant terms and conditions of the Third-Party Integrations and maintaining appropriate accounts in good standing with the providers of the Third-Party Integrations. Marigold Labs makes no effort to review any Integration Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Marigold Labs is not responsible for any Integration Content.

You acknowledge and agree that we provide access to such Third-Party Integrations on an “as-is” and “as-available” basis without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of Third-Party Integrations. Any use by you of Third-Party Integrations offered through the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant Third-Party Integration. For clarity, these Terms of Service govern your use of and access to the Services, even if accessed through a Third-Party Integration


10. Ownership and Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, sounds, images, software, videos, designs, trademarks, logos, typefaces, and other content, including Output, that users see or read through the Services, other than any User Content or any Output containing User Content (collectively “Proprietary Material”), is owned by Marigold Labs. You hereby grant Marigold Labs a non-exclusive license to use your User Content and any Output containing your User Content solely as necessary to provide the Services. Proprietary Material is protected in all forms, media, and technologies now known or hereafter developed. Marigold Labs owns all Proprietary Material, as well as the coordination, selection, arrangement, and enhancement of such Proprietary Material as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Marigold Labs’ express prior written consent and, if applicable, the holder of the rights to the User Content.

Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of Marigold Labs and, if applicable, the holder of the rights to the User Content.

The service marks and trademarks of Marigold Labs, including without limitation OnePerfectSlice, Marigold Labs, and their respective logos, are service marks owned by Marigold Labs. Any other trademarks, service marks, logos, and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos, or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation suggestions for improvements to our products or features (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Marigold Labs under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Marigold Labs does not waive any rights to use similar or related Feedback previously known to Marigold Labs, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

Subject to these Terms, you are hereby granted a limited, non-exclusive, non-transferable, freely revocable license to access and use the Services. We may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, any Output, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services, and copyrights, excluding any User Content or any Output containing User Content (the “Marigold Labs Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Marigold Labs or, as applicable, its licensors.

Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Services. Use of the Marigold Labs Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

Your use of the Services and the licenses granted hereunder are conditioned upon your strict adherence to these Terms and our applicable usage guidelines, as may be modified from time to time. Marigold Labs reserves the right to terminate your Account and access to the Services if it determines that you have violated any such guidelines.


10. Copyright Complaints & Copyright Agent

Marigold Labs respects the intellectual property rights of others and expects users of the Services to do the same. If you believe, in good faith, that any content or materials made available on or through the Services infringe your copyright or other intellectual property rights, please submit a written notice to Marigold Labs' designated copyright agent at legal@marigoldlabs.co.

Your notice must include all of the following information:

  1. A description of the copyrighted work or other intellectual property right that you claim has been infringed, including the specific location (such as a URL or screen reference) where the allegedly infringing material appears within the Services.
  2. A description of where the original or authorized version of the work exists (for example, a URL where it is posted or the name of a publication where it is published).
  3. Your full name, mailing address, telephone number, and email address.
  4. A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright or intellectual property owner, its agent, or the law.
  5. A statement by you, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the owner's behalf.
  6. Your electronic or physical signature.

Upon receiving a valid notice, Marigold Labs will investigate and take appropriate action in accordance with applicable law, which may include removing or disabling access to the allegedly infringing material.


11. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special, and unique asset of Marigold Labs and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents, provided that they are also bound to maintain the confidentiality of the Confidential Information. You shall promptly notify Marigold Labs in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. You shall return or destroy all originals and copies of any and all materials containing Confidential Information upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Marigold Labs’ trade secrets, confidential and proprietary information, and all other information and data of Marigold Labs that is not generally known to the public or to other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Marigold Labs or Marigold Labs’ business, operations, or properties, including information about Marigold Labs’ staff, users, or partners, or other business information disclosed directly or indirectly in writing, orally, visually, electronically, or by observation.


12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MARIGOLD LABS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, ANY CONTENT PROVIDED BY THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO OR FROM THE SERVICES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) BUGS, ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, BUSINESS INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

MARIGOLD LABS DOES NOT MAKE ANY WARRANTY REGARDING THE RESULTS OBTAINABLE FROM USING AI ANALYSIS & AGENT FUNCTIONS OR THE ACCURACY OR SUITABILITY FOR YOUR NEEDS OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, MATERIALS, CONTENT, DESIGNS, WORKFLOWS/PROCESSES, CODE, OR OTHER DATA) OBTAINED THROUGH AI ANALYSIS & AGENT FUNCTIONS. YOU UNDERSTAND AND AGREE THAT ANY SUCH INFORMATION OBTAINED THROUGH USING AI ANALYSIS & AGENT FUNCTIONS IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. DO NOT RELY ON INFORMATION, CONTENT, MATERIALS, DESIGNS, WORKFLOWS/PROCESSES, OR CODE IN OUTPUT WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT, OBTAINED BY YOU FROM MARIGOLD LABS OR THROUGH AI ANALYSIS & AGENT FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

UNDER NO CIRCUMSTANCES WILL MARIGOLD LABS AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY MARIGOLD LABS, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT MARIGOLD LABS AND ITS AFFILIATES ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO MARIGOLD LABS DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.


13. Indemnification

You hereby agree to indemnify, defend, and hold harmless Marigold Labs and its officers, directors, employees, agents, attorneys, insurers, successors, and assigns (the “Indemnified Parties”) from and against any and all liabilities, losses, damages, judgments, awards, costs, expenses, and fees (including reasonable attorneys’ fees) incurred in connection with: (i) your use or inability to use the Services, (ii) your breach or violation of this Agreement, (iii) your violation of any law, regulation, or the rights of any user or third party, and (iv) any User Content or other content submitted by you or through your Account to the Services, including but not limited to any claims that such content infringes or misappropriates the intellectual property rights or other proprietary rights of any third party, or is otherwise illegal or unlawful.

You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable load on our infrastructure.

Marigold Labs reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You agree to cooperate with us in asserting any available defenses. You may not settle any claim or matter subject to indemnification without the prior written consent of Marigold Labs.


14. Dispute Resolution - Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND MARIGOLD LABS CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND MARIGOLD LABS TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at disputes@marigoldlabs.co, and you and Marigold Labs will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter through negotiation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.

Binding Arbitration. You and Marigold Labs agree that any dispute, claim, or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Marigold Labs both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Marigold Labs in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. You and Marigold Labs agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Marigold Labs both agree to waive the right to participate as a plaintiff or class member in any class action proceeding. Further, unless you and Marigold Labs agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Georgia and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and Marigold Labs agree otherwise, the seat of the arbitration shall be in Atlanta, Georgia. If your claim does not exceed USD $10,000, then the arbitration will be conducted solely on the basis of documents you and Marigold Labs submit to the arbitrator, unless you request a hearing, and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD $10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply Georgia law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimer of Warranties” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees. Each party’s responsibility to pay the arbitration filing, administrative, and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.


15. Governing Law

Except as provided in Section 16 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of Georgia, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Delaware law to interpret this Agreement.


16. General Provision

Failure by Marigold Labs to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Marigold Labs with respect to its subject matter and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner that makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in the Dispute Resolution section, in the event any provision is found to be partially or wholly invalid, illegal, or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality, or enforceability of any of the remaining provisions.

This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Marigold Labs, its successors, and assigns.


17. Changes to this Agreement and the Services

Marigold Labs reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and to review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information made available through the Services at any time, effective with or without prior notice and without any liability to Marigold Labs. Marigold Labs will endeavor to notify you of material changes by email but will not be liable for any failure to do so.

If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate your use of the Services and immediately stop accessing the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

Marigold Labs may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.


18. No Rights of Third-Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.


19. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically, including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.


20. Contacting Us

If you have any questions about these Terms of Service or about the Services, please contact us by submitting your question via policies@marigoldlabs.co.