Good Standing AI Terms of Service

1. About Good Standing AI and the Service

2. Accounts and Eligibility

3. Permitted Uses and User Responsibilities

4. User Content and Confidentiality

5. Third-Party Services and Integrations

Third-Party Providers.

Good Standing AI's Service relies on third-party services for certain functionality, including cloud hosting and computing by Amazon Web Services (AWS) and AI-powered features via OpenAI's API. In the future, we may also integrate with services like DocuSign for electronic signatures and other legal technology tools. While we select reputable providers and strive to ensure reliable service, we do not have direct control over the operations of third-party services. Therefore, you acknowledge and agree that:

• External Terms: Third-party services (such as OpenAI or DocuSign) may have their own terms and policies that govern your use of those features. For example, if the Service allows sending documents for e-signature via DocuSign, your use of that feature may be subject to DocuSign's standard terms. We will provide appropriate disclosures or links when you activate an integration. By using those integrated features, you are deemed to accept the third party's terms, and you authorize Good Standing AI to transmit Your Content or data as necessary to that third-party service.
• No Warranty or Liability for Third Parties: Good Standing AI makes no warranties or representations regarding the availability, security, or performance of any third-party service. Any content or results obtained from a third-party (for example, an AI-generated summary from OpenAI, or the availability of an AWS data center) are provided "as-is." We are not responsible for outages, errors, or security incidents caused by third-party providers. For instance, if an e-filing service or e-signature provider integrated with our platform fails or makes an error, Good Standing AI shall not be liable for that failure.
• Data Sharing Consent: You consent to our sharing of certain account information or Content with third-party services strictly as needed to provide the integrated functionality. For example, sending a document and recipient email to an e-signature service, or sending text from a document to an AI service for analysis. We will not share more data than necessary, and such interactions are encrypted and protected. Privacy: We will handle any data exchanged with third-party services in accordance with our privacy and security commitments, and we require such providers to maintain confidentiality as well. However, once data is in the third-party's systems, it will be handled per their privacy policy.
• Future Integrations: As the Service evolves, we may add or remove integrations. We may also replace a third-party provider with an alternative (for example, using a different cloud or AI vendor) at our discretion. We will notify users if a significant change occurs in our use of core third-party processors (e.g., if we switch hosting location). Continued use of the Service after such changes constitutes your consent to the new integration.

6. AI Features and Automated Tools

Good Standing AI may include features that utilize artificial intelligence or automated algorithms – for example, an AI assistant to help answer questions about your minute book data, suggest document drafts, or provide analysis. You understand and agree that any outputs from AI or automated tools are for your convenience and do not constitute professional advice. AI-generated content can sometimes be incorrect or misleading.

Use of AI Outputs: You must review and verify any suggestions or content generated by the Service's AI features, just as you would review work done by a junior assistant. Do not rely on AI outputs as definitive or solely base decisions on them. Good Standing AI does not guarantee the accuracy, completeness, or appropriateness of any AI-generated result.

By using the AI features, you also acknowledge that the prompts and data you input into the AI (which may include portions of Your Content, like a question about a document) will be processed by our AI provider (e.g. OpenAI) to generate a response. We will design this interaction to exclude or anonymize personal data where possible, but some contextual information may be sent. The AI provider will only use your data to provide the output and for no other purpose, according to our agreement with them. We will not allow AI providers to use your data to train their models (unless you opt-in or it is expressly permitted by law and disclosed to you).

Disclaimer for AI: To the maximum extent permitted by law, we disclaim any liability for losses or damages arising from your use of AI-generated outputs. You use those outputs at your own risk and responsibility. Always exercise your own professional judgment and, if in doubt, seek human expert advice rather than relying on the AI. This disclaimer is in addition to the general warranty disclaimers in the next section.

7. Intellectual Property Rights

Our Intellectual Property. The Service (including all software, code, algorithms, user interfaces, content provided by us, documentation, and trademarks/logos) is owned by Good Standing AI or its licensors and is protected by intellectual property laws. Good Standing AI retains all right, title, and interest in and to the Service and our associated intellectual property, except for the limited use rights expressly granted to you in these Terms. You are granted a limited, non-exclusive, non-transferable license to access and use the Service and any associated documentation only for your internal business purposes in accordance with these Terms. You may not copy, modify, distribute, sell, or lease any part of our Service or included software, nor reverse engineer or attempt to extract the source code of that software, except to the extent that such restrictions are prohibited by law.

Feedback. If you provide any suggestions, feedback, or ideas about the Service to Good Standing AI ("Feedback"), you agree that we are free to use and implement such Feedback in our products and services without any compensation or restriction. You grant us a worldwide, perpetual, irrevocable license to use the Feedback for any purpose. This helps us improve the Service over time.

Your Names and Logos. You grant Good Standing AI the right to use your organization's name, logo, and basic facts about your usage of the Service in our marketing or promotional materials, solely to identify you as a customer. If you do not want us to use your name/logo, please notify us in writing and we will respect that request going forward. We will not reveal any confidential details or content in doing so.

8. Disclaimers of Warranties

Use at Your Own Risk. Good Standing AI provides the Service "AS IS" and "AS AVAILABLE" without any warranties of any kind, either express, implied, or statutory. To the fullest extent permitted by applicable law, we disclaim all warranties and conditions, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not guarantee that the Service will be uninterrupted, error-free, or completely secure.

Specifically, while we endeavor to make the Service reliable and useful for managing legal documents, we make no warranty that: (a) the Service will meet all of your requirements or expectations; (b) the Service will ensure you or your clients remain in compliance with any legal obligations (you must monitor and use the Service appropriately to achieve compliance); (c) the Service will be available on an uninterrupted, timely, or error-free basis; or (d) any data or content (including Your Content and any outputs, such as reminders or AI answers) will be accurate, complete, or reliable. All information, templates, or materials obtained through the Service are provided for convenience "as-is" without any warranty as to their legal sufficiency or correctness. You are responsible for verifying any outputs or documents generated by the Service.

Good Standing AI does not warrant or support any third-party service or product (see Section 5 above), and any integration or compatibility with third-party services is provided without warranty, "as-is." You acknowledge that third-party providers may have outages or errors and we are not liable for those (for example, if an online filing through a government integration fails due to the government system, or if an e-signature transaction is delayed by the e-sign provider, those are outside our control).

Some jurisdictions do not allow the exclusion of certain warranties. Nothing in these Terms will exclude or limit any warranty that we cannot exclude or limit under applicable law. However, in such cases, our warranty will be limited to the minimum scope and duration permitted by law.

9. Limitation of Liability

Limited Remedies. To the maximum extent permitted by law, in no event will Good Standing AI or its affiliates, officers, employees, agents, or licensors be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages whatsoever, including but not limited to lost profits, lost revenue, lost or corrupted data, business interruption, or procurement of substitute services, arising out of or related to these Terms or your use of (or inability to use) the Service, whether under theory of contract, tort (including negligence), strict liability, or otherwise, even if we have been advised of the possibility of such damages.

Cap on Liability. In any event, Good Standing AI's total cumulative liability to you for any and all claims arising from or in connection with the Service or these Terms (including any cause of action in contract, tort, negligence, strict liability, or otherwise) will not exceed the total amount of fees you have paid to Good Standing AI for the Service in the twelve (12) months immediately prior to the event giving rise to the liability. If you have not paid any fees (for example, if you are on a free trial or free tier), Good Standing AI's total liability will not exceed CAD $100.

These limitations and exclusions of liability shall apply even if a remedy fails of its essential purpose. You acknowledge that Good Standing AI has set its prices and entered into this agreement in reliance upon the disclaimers and limitations of liability stated herein, which reflect an agreed allocation of risk between the parties and form an essential basis of the bargain.

No Liability for Compliance Failures or Advice. Without limiting the foregoing, you agree that Good Standing AI will not be liable for any penalties, fines, or damages arising from your failure to meet filing deadlines, maintain corporate records, or comply with laws, even if the Service provided reminders or assistance. It is your responsibility to ensure compliance; the Service is a tool to aid you and is not guaranteed. You also agree we are not liable for decisions you make (or fail to make) based on content on the Service or AI outputs, as we do not provide professional advice.

Exceptions. The above limitations do not exclude or limit liability for any matter that cannot be limited by law, such as liability for death or personal injury directly caused by our gross negligence or willful misconduct, or for fraud or fraudulent misrepresentation. However, to the extent allowed by law, our liability is limited to the fullest extent permitted.

10. Indemnification

You agree to indemnify, defend, and hold harmless Good Standing AI and its officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, taxes, expenses, and costs (including reasonable attorneys' fees) arising out of or related to: (a) Your Content or data uploaded to the Service, including any allegation that Your Content infringes the intellectual property or privacy rights of a third party or that you do not have the right to use or disclose such content; (b) your use of the Service in violation of these Terms or applicable law (including any use of the Service to provide services to third parties without appropriate qualifications or any misuse of data); (c) your failure to obtain any required consent or provide any required notice regarding personal information (for example, if you upload a client's data without permission); or (d) any fraud, gross negligence, or willful misconduct by you or under your account.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do so, you agree to cooperate with our defense of that claim and you may not settle the claim without our prior written consent (which will not be unreasonably withheld). This indemnification obligation will survive any termination of your account or these Terms.

11. Term and Termination

Term. These Terms are effective as of the time you first accept them (for instance, by clicking "I Agree" or by using the Service) and will continue in effect until terminated as provided herein.

Termination by You. You may stop using the Service at any time. If you wish to terminate your account, you may do so by contacting Good Standing AI support or through any account termination functionality we provide. If you terminate a paid subscription, the termination will be effective at the end of your current billing period (unless you explicitly request an immediate termination). You will not receive a refund for the remaining period of a subscription that you have already paid for, except at our discretion or if required by law.

Termination or Suspension by Good Standing AI. We may suspend or terminate your access to the Service (or terminate these Terms with respect to you) for any of the following reasons: (a) you materially breach these Terms or violate applicable law, or we have a good faith belief that you have done so (for example, using the Service in a prohibited manner or not paying fees when due); (b) you are using the Service in a manner that could cause us legal liability or disrupt others' use of the Service; (c) we are required to do so by law or by a government order; or (d) we decide to discontinue the Service or a portion of it (if we discontinue the entire Service, we will provide you as much notice as reasonably practicable). We will make a reasonable attempt to notify you (via the email associated with your account or within the Service) of the reason for suspension or termination, unless legally prohibited (e.g., if law enforcement requests that we not notify you).

If the cause of suspension can be reasonably cured, we may give you a grace period to cure the violation (for example, to pay overdue fees or stop the misuse) before termination. However, if you do not cure or if cure is not possible, we may terminate your account. Termination for Convenience: In addition, Good Standing AI reserves the right to terminate the Service or your account for convenience with at least 30 days prior notice; if we do so and you are on a paid plan, we will refund any prepaid fees for the remaining unused portion of your subscription.

Effect of Termination. Upon termination of your account or subscription for any reason: (i) your right to access or use the Service will immediately cease, and any licenses granted to you in these Terms will end; (ii) we may disable or delete your account and all associated data after the effective date of termination (unless we are required by law or contract to retain it for a longer period). It is your responsibility to export or download any important data or documents from the Service before your account is closed. We may provide a brief additional window (e.g. 30 days) upon request for you to retrieve data post-termination, but we are not obligated to maintain your data after termination unless required by law. (iii) If termination occurs mid-subscription and was initiated by us without cause (for convenience) or by you due to our breach, we will refund any pre-paid amounts for services not provided. If termination is due to your breach or misconduct, you will not be entitled to any refund, and any unpaid fees for the remaining portion of your term will become immediately due and payable as a liquidated damage (reflecting the agreed value of our Service, not a penalty).

Any provisions of these Terms which by their nature should survive termination (such as accrued rights to payment, confidentiality obligations, disclaimer of warranties, indemnities, and limitations of liability) shall survive the termination of these Terms.

12. Governing Law and Dispute Resolution

Governing Law. These Terms and any dispute arising out of or related to them or the Service will be governed by and construed in accordance with the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Jurisdiction and Venue. The parties agree that any dispute or claim arising out of or relating to these Terms or the Service shall be brought exclusively in the provincial or federal courts located in the Province of Alberta, Canada, and each party consents to the personal jurisdiction of those courts. Notwithstanding the foregoing, we both retain the right to seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of our respective intellectual property rights or confidential information.

Optional Arbitration Clause (if applicable): (If Good Standing AI prefers arbitration in the future, such a clause can be included here. As of now, disputes go to court unless a separate arbitration agreement is in place.)

Compliance with Laws. You agree to comply with all Canadian and other applicable export control and data protection laws in your use of the Service. You shall not use or permit the Service to be used in violation of any embargoes, sanctions, or other restrictive government regulations.

13. Changes to These Terms

Good Standing AI may update or modify these Terms from time to time. If we make a material change to the Terms, we will provide you with reasonable notice by email or by posting a notice within the Service, and by updating the "Last Updated" date at the top of these Terms. It is your responsibility to review the Terms periodically. Updated Terms will be effective as of the date posted, unless a later effective date is specified. By continuing to use the Service after any changes come into effect, you agree to be bound by the revised Terms. If you do not agree to the updated Terms, you must stop using the Service and, if applicable, cancel your subscription.

For any clarification or if you have questions about the Terms, please contact us at the contact information provided below.

14. Miscellaneous

Entire Agreement. These Terms (along with any Order Forms or subscriptions you have agreed to, and any referenced documents like a Privacy Policy or Data Processing Addendum) constitute the entire agreement between you and Good Standing AI regarding the Service, and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of a conflict between these Terms and any signed Master Service Agreement or Order Form with a customer, the terms of the signed agreement will prevail to the extent of the conflict.

Severability. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remainder of the Terms will remain in full force and effect.

Waiver. The failure by Good Standing AI to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. Similarly, the exercise of any remedy by either party under these Terms will be without prejudice to other remedies available under these Terms or otherwise.

Assignment. You may not assign or transfer these Terms (in whole or in part) to any third party without our prior written consent, except that if you are a legal entity, you may assign these Terms in connection with a merger, acquisition, or sale of substantially all your assets, upon notice to us. Good Standing AI may freely assign or transfer these Terms or any rights and obligations hereunder to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Relationship of Parties. Nothing in these Terms shall be construed to create a partnership, joint venture, fiduciary, franchise, or agency relationship between you and Good Standing AI. You are an independent user of the Service. You acknowledge that we are not a law firm or legal partner to you, and you are not our client.

Force Majeure. Good Standing AI will not be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by events beyond our reasonable control, such as acts of God, war, terrorism, civil unrest, strikes, fires, pandemics, power or internet outages, or other similar events ("Force Majeure"). We will make reasonable efforts to mitigate the effect of a force majeure event and resume full performance as soon as feasible.

Notices. Official notices under these Terms shall be in writing and given via email or through the Service dashboard (for notices from Good Standing AI to you) or via email to support@GoodStandingAI.com or other contact method we designate (for notices from you to us). You are responsible for providing a current email address in your account profile and keeping it up to date. Notices will be deemed given: (a) if by email, when the email is sent (provided no bounce-back or error message is received); or (b) if by posting in the Service, on the day of posting.

Contact Information. If you have any questions about these Terms or need to contact Good Standing AI for any reason, please contact us at: