Last Updated: May 7, 2026
This Customer Subscription Agreement ("Agreement") is between Golden Analytics, Inc. ("Golden") and the entity or individual using the Service ("Customer"). By accepting this Agreement or using the Service, you represent that you are 18 years or older, and if you are entering into this Agreement on behalf of a company or other legal entity (e.g., the company you work for), that you are authorized to bind the applicable entity. This Agreement consists of these terms and any documents that reference it.
Capitalized terms are defined in the body of this Agreement or in Section 12.
This Agreement is effective on the earlier of (a) Customer checking an acceptance box, (b) Customer's initial access to the Service, or (c) the effective date of an Order Form ("Effective Date").
Updates. Golden may update this Agreement by posting a revised version. Continued use of the Service constitutes acceptance.
1. Use of Service
1.1 Service Provision and Access. Golden will provide the Service to Customer and its Users in accordance with this Agreement, the Documentation, and any Order Form. Customer may access and use the Service solely for Customer's internal business operations, provided that its use is in accordance with this Agreement, the Documentation, and any Order Form. Customer is responsible for securing its account credentials and all activity under its accounts. Customer may allow Affiliates and Contractors to use the Service as Users for Customer's benefit and is responsible for their compliance.
1.2 General Service Restrictions. Customer will not, and will not permit others to: (a) provide access to the Golden Technology to third parties; (b) use the Golden Technology to provide a competing or similar service; (c) reverse engineer or attempt to access source code or non-public APIs except as permitted by law (and then only upon advance written notice to Golden); or (d) remove proprietary notices.
1.3 Service Output Restrictions. Customer may use Service Output with AI tools for internal business purposes only. Customer will not: (a) use Service Output to train or develop AI models; (b) use Service Output to reverse engineer or create derivative works of the Golden Technology; (c) allow Service Output to be used as training data for any AI system; or (d) develop or assist in developing any product or service that replicates or substitutes the Service or Golden Technology.
1.4 Suspension. Golden may suspend the Service if: (a) Fees are more than 30 days past due; (b) Customer breaches this Agreement; (c) suspension is needed to prevent material harm; or (d) required by law or government request (each a "Suspension Reason"). Golden will promptly notify Customer of a suspension (and will use good faith efforts to do so in advance) and will promptly discuss and use good faith efforts to resolve any Suspension Reason and resume access.
2. Customer Data
2.1 Rights in Customer Data. Customer retains all rights in Customer Data. Customer grants Golden a non-exclusive, worldwide, royalty-free right to use and process Customer Data as needed to provide the Service, including for security, fraud detection, misuse prevention, and legal compliance.
2.2 Use Obligations.
a. Customer's use of the Service and Customer Data must comply with Applicable Laws. Customer is responsible for the accuracy and legality of Customer Data and warrants it has sufficient rights to provide it.
b. Customer shall defend, indemnify, and hold harmless Golden and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's submission or use of Customer Data, including Highly Sensitive Data, in connection with the Service; or (b) Customer's violation of any applicable law or third-party rights in connection with Customer Data.
2.3 Data Security. Golden will maintain administrative, physical, and technical safeguards consistent with industry standards and any security documentation.
3. Intellectual Property
3.1 Golden Technology. Golden retains all rights in the Golden Technology. Except for the limited use rights granted in this Agreement, no other rights are provided to Customer.
3.2 Usage Data. Golden may collect and use Usage Data to develop, improve, support, and operate its products and services. Golden will not share Usage Data containing Customer's Confidential Information except as permitted under Section 4 (Confidentiality).
3.3 Customer Reference. Golden may identify Customer as a customer and use Customer's name and logo for marketing. Customer may revoke this permission by written notice.
3.4 Feedback. Golden may use any feedback provided by Customer or its Users for any purpose without restriction or obligation. Feedback will not constitute Customer's Confidential Information.
4. Confidentiality
4.1 Each party (as "Receiving Party") will: (a) not use any Confidential Information of the other party (the "Disclosing Party") for any purpose outside the scope of this Agreement; and (b) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who are bound by the same or better obligations of confidentiality to the Receiving Party as those in this Section. If Receiving Party is required by law, regulation or court order to disclose Confidential Information, then Receiving Party will, to the extent legally permitted, provide Disclosing Party with advance written notice prior to disclosure.
5. Payment
5.1 Fees. Fees are set forth on the Golden Site or in an Order Form. All fees are stated and payable in U.S. dollars. Customer will pay within 15 days using the payment method(s) supported by Golden. Late payments may accrue interest at 1% per month or the maximum allowed by law.
5.2 Taxes. Fees exclude taxes. Customer is responsible for all taxes and duties assessed in connection with its purchase or use of the Service, excluding taxes based on Golden's net income, property, or employees. If Customer is required to withhold taxes, Customer will pay Golden such additional amounts as necessary for Golden to receive the full amount of fees that Golden would have received had no withholding been required.
6. Term and Termination
6.1 This Agreement starts on the Effective Date and continues until terminated. If no Order Form is active, either party may terminate on 30 days' prior written notice. Either party may also terminate for an uncured material breach after 30 days' prior written notice, or if the other ceases operations or enters bankruptcy. When this Agreement terminates, Customer must stop using the Service. Golden will provide Customer with access to Customer Data for 30 days following the termination of this Agreement for retrieval, after which it may be deleted. Terms that should survive termination will continue to apply.
7. Warranty
7.1 Service Warranty. Golden warrants the Service will operate in substantial conformity with the Documentation.
7.2 Mutual Warranty. Each party warrants it has authority to enter this Agreement and will comply with Applicable Laws.
7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 7.1 AND 7.2, THE SERVICES ARE PROVIDED "AS IS," AND GOLDEN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GOLDEN DOES NOT WARRANT THAT THE USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
8. Support
8.1 Golden will provide support in accordance with its then-current support policies.
9. Third-Party Claims
9.1 Indemnification by Golden. Golden will defend Customer against third party claims alleging the Service infringes or misappropriates intellectual property rights and will pay resulting judgments or settlements.
9.2 Indemnification by Customer. Customer will defend Golden against third party claims alleging Customer Data infringes or misappropriates intellectual property rights or arising from Customer-offered products or services used with the Service and will pay resulting judgments or settlements.
9.3 Exclusions. Indemnities do not apply to claims arising from combinations with other products or services where the claim would not have arisen otherwise. These remedies are the exclusive remedies for intellectual property infringement claims.
9.4 Process. Indemnification obligations apply only if the requesting party provides prompt notice, allows control of the defense, and cooperates (at the defending party's expense). The defending party will not agree to any settlement of a claim that involves any commitment of the other party, other than the payment of money by the defending party, without the written consent of the other party.
10. Limitations of Liability
10.1 Liability Disclaimers. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, OR GOODWILL; THE VALUE OF CUSTOMER DATA; OR SERVICE UNAVAILABILITY.
10.2 Damages Cap. EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID IN THE 12 MONTHS BEFORE THE CLAIM AROSE. THIS DOES NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS FOR FEES.
10.3 Exclusions. The limitations in Sections 10.1 and 10.2 do not apply to gross negligence, willful misconduct, or a party's indemnification obligations.
11. General Terms
11.1 Assignment. Neither party may assign this Agreement without consent, except in connection with a merger or sale of substantially all assets. Each party will promptly provide notice of any such assignment. Unauthorized assignments are void.
11.2 Governing Law; Venue. This Agreement is governed by Washington law. State and federal courts in King County, Washington have exclusive jurisdiction.
11.3 Notice. Notices to Golden must be sent to the following address: legal@goldenanalytics.com. Notices to Customer may be sent to the email associated with Customer's account.
11.4 Amendments; Severability. Changes must be in writing and signed, except as otherwise permitted. Customer purchase order terms do not apply. If any provision is unenforceable, it will be limited as needed, and the rest remains effective.
11.5 Entire Agreement. This Agreement is the complete agreement and supersedes all prior oral or written agreements. Golden may, however, update the Service and Documentation from time-to-time.
11.6 Third-Party Beneficiaries. Except as expressly set forth in this Agreement, there are no third party beneficiaries to this Agreement.
11.7 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure results from any cause beyond such party's reasonable control.
11.8 Independent Contractors. The parties are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
11.9 Export Control. Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of the Service under this Agreement.
11.10 U.S. Government Terms. The Service is provided as a commercial product with only those rights customarily provided to the public.
11.11 Configuration and Guidance. Golden may, from time to time and at its discretion, provide Customer with configuration assistance, best practice recommendations, or other guidance regarding the use of the Service. Any such assistance is provided solely for Customer's convenience and does not constitute professional services or create any warranty or obligation for Golden. Customer remains responsible for its configuration decisions and for ensuring that the Service, as configured, meets Customer's business, technical, and compliance requirements.
12. Definitions
12.1 "Affiliate" means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, "control" means the power to direct the management or affairs of an entity and "ownership" means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
12.2 "Applicable Law" means any law, regulation, or governmental order applicable to a party's activities under this Agreement.
12.3 "Confidential Information" means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Customer Data will be deemed Confidential Information of Customer. All Golden Technology and the terms and conditions of this Agreement (including ongoing discussions regarding the parties' relationship under this Agreement) will be deemed Confidential Information of Golden. Confidential Information will not, however, include information that the Receiving Party can demonstrate: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party.
12.4 "Contractor" means Customer's and its Affiliates' independent contractors and consultants.
12.5 "Customer Data" means any data or data files of any type that are uploaded by or on behalf of Customer for storage or processing in the Service.
12.6 "Documentation" means Golden's technical documentation and usage guides expressly designated by Golden as applicable to the Service.
12.7 "Golden Technology" means the Service, Documentation, and any and all related and underlying technology and documentation in any Service; and any derivative works, modifications, or improvements of any of the foregoing.
12.8 "Highly Sensitive Data" means financial account numbers, government-issued identification numbers, biometric identifiers, genetic data, precise geolocation, protected health information (as defined under HIPAA), and any data subject to heightened protection under Applicable Law.
12.9 "Order Form" means the Golden ordering document, if applicable, governed by this Agreement that is signed by Golden and Customer and specifies the Service procured by Customer.
12.10 "Personal Data" means any information relating to an identified or identifiable natural person, including information that can be used to directly or indirectly identify an individual, such as names, identification numbers, location data, online identifiers, or factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that person.
12.11 "Service" means the generally available software-as-a-service offering(s) hosted by or on behalf of Golden.
12.12 "Service Output" means reports, analytics, and processed data generated by the Service and Golden Technology using Customer Data. Service Output can include both Customer Data and Golden Technology that is embedded in or underlying the Service Output.
12.13 "Usage Data" means usage and operations data in connection with Customer's use of the Service, including query logs and metadata.
12.14 "User" means the persons designated and granted access to the Service by or on behalf of Customer, including, as applicable, any of its and its Affiliates' Contractors.