Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("Customer", "you") and GuruMood ("GuruMood", "we"). By accessing or using our website, platform, or any of our services, you agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, our DPA (when applicable), and any Order Form or Statement of Work ("SOW") signed by both parties.

If you do not agree to these Terms, do not use the services. If you accept on behalf of an entity, you represent that you have authority to bind it.

• "Services": gurumood.com, the free public tools, professional consulting and implementation services, and any software, API, model, integration, or AI agent provided by GuruMood.
• "Customer Content": data, files, prompts, configurations, integrations, audio, text, images, or other information that the Customer or its users upload or submit to the Services.
• "Output Data": results generated by the Services from Customer Content.
• "Documentation": manuals, guides, and official specifications published by GuruMood.
• "Third-Party Platforms": services operated by third parties that the Services connect to (e.g., Meta/WhatsApp/Facebook/Instagram, Google, OpenAI, Anthropic, telephony providers).

You must be at least 18 and legally capable of contracting. You are responsible for maintaining the confidentiality of your credentials and for all activity carried out under your account. Notify us immediately of any unauthorized use.

GuruMood provides development, deployment, and management of AI agents (voice, WhatsApp, web, email, SMS), marketing automation, local/SEO optimization, consulting, and training. The specific scope of each engagement is defined in Order Forms or SOWs. In the absence of a signed Order Form, use of the public website and free tools is governed solely by these Terms.

• Prices, duration, and conditions are set out in the applicable Order Form or SOW.
• Unless otherwise stated, fees are invoiced in advance and non-refundable.
• All amounts are exclusive of applicable taxes (VAT, sales, withholding). The Customer is responsible for all taxes other than GuruMood's income taxes.
• Overdue payments accrue interest at 1.5% per month or the maximum permitted by law.
• We may suspend the Services if a payment is overdue more than 15 days after notice.

The Customer retains all rights to Customer Content. The Customer grants GuruMood a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, copy, display, and modify Customer Content solely to the extent necessary to provide the Services and comply with applicable legal obligations.

The Customer represents and warrants that it has all rights, licenses, and consents necessary to provide Customer Content to GuruMood and authorize its processing for the intended purposes, including end-user consents required by data protection laws and Third-Party Platform policies (e.g., WhatsApp opt-in).

The Services integrate with Third-Party Platforms through official APIs. The use of those platforms is subject to their own terms and policies, including but not limited to:

• Meta Platform Terms, Meta Developer Policies, and WhatsApp Business Messaging and Commerce Policies (for WhatsApp/Facebook/Instagram integrations).
• Google API Services Terms of Service, the Google API Services User Data Policy (including the Limited Use requirements), and product-specific policies (Ads, Analytics, Search, Workspace, Business Profile).
• Terms and usage policies of AI model providers (OpenAI, Anthropic, Google, etc.).
• Terms of underlying telephony, SMS, email, and other service providers.

The Customer is responsible for complying with the terms of Third-Party Platforms it uses via the Services, for obtaining and maintaining the corresponding authorizations (accounts, app approvals, templates), and for the consequences of non-compliance. GuruMood may suspend or discontinue integrations when required by a Third-Party Platform.

Use of the Services is subject to our Acceptable Use Policy. Prohibited activities include, without limitation: illegal activity, unsolicited spam, circumventing technical controls, unauthorized reverse engineering, scraping, using the Services to harm third parties, violating intellectual property or privacy rights, circumventing the policies of Third-Party Platforms, and using the Services to make automated decisions with legal or similarly significant impact without the required legal safeguards.

The Services, Documentation, models, software, designs, trademarks, and any enhancements are owned by GuruMood or its licensors. Unless otherwise stated in an Order Form/SOW, GuruMood grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services during the term of the agreement and solely for its internal operations.

If the Customer provides feedback, suggestions, or ideas ("Feedback"), GuruMood may use them freely without any obligation.

Output Data generated by AI models: the Customer is responsible for reviewing and verifying Output Data before relying on it. Output Data may be similar to outputs generated for other users, and assignable rights are subject to applicable laws and model providers' terms.

Each party will protect the other party's confidential information with the same degree of care it uses for its own confidential information (no less than reasonable care) and will use it only to perform under these Terms. Confidentiality obligations survive for 3 years after termination, except trade secrets, which are protected for as long as they remain trade secrets.

When GuruMood processes personal data on behalf of the Customer, the DPA applies and is incorporated into these Terms. The DPA includes the Standard Contractual Clauses (SCCs) where necessary for international transfers.

GuruMood will perform the Services in a professional manner consistent with industry practice and the applicable Order Form/SOW. Except as expressly set forth, the Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and specific results arising from the use of AI systems.

AI systems may produce inaccurate, biased, or incomplete output. GuruMood does not guarantee that Output Data is error-free, fit for a specific purpose, or does not require human oversight. The Customer is responsible for implementing appropriate human review and quality controls before relying on Output Data for decisions with material impact.

The Customer will indemnify GuruMood against third-party claims arising out of (a) the Customer's breach of these Terms, the Acceptable Use Policy, or the policies of Third-Party Platforms; (b) Customer Content; (c) failure to obtain end-user consents; and (d) the Customer's use of Output Data.

GuruMood will defend the Customer against claims that the Services, used in accordance with the Documentation, infringe a third party's patent, trademark, or copyright, subject to customary exclusions and procedures (prompt notice, control of defense, cooperation).

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, revenue, data, opportunity, or reputation, even if advised of the possibility.

GuruMood's total aggregate liability arising out of or related to these Terms will not exceed the amount paid by the Customer to GuruMood in the twelve (12) months preceding the event giving rise to the claim.

The above limitations do not apply to (i) IP indemnification obligations; (ii) breaches of confidentiality; (iii) failure to meet payment obligations; or (iv) liability that cannot be limited by law.

• These Terms remain in effect while you use the Services or while an active Order Form exists.
• Either party may terminate for cause if the other materially breaches and fails to cure within 30 days of written notice.
• GuruMood may suspend the Services immediately if (a) there is a security risk, (b) a Third-Party Platform or applicable law requires it, or (c) payment is overdue after the cure period.
• Upon termination, the Customer will stop using the Services. Clauses that by their nature should survive will survive (e.g., confidentiality, IP, limitation of liability, accrued payments).

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including provider failures, natural disasters, cyberattacks, war, civil unrest, regulatory changes, or government actions.

The Customer represents that it is not located in, or a national of, any country subject to applicable embargoes or sanctions lists. The Customer will not export or re-export the Services to persons or destinations prohibited by the export control laws of the United States, the EU, or other applicable jurisdictions.

These Terms are governed by the laws stated in the Order Form/SOW or, failing that, by the laws of the country where GuruMood is established, excluding its conflict-of-laws rules. The parties will attempt to resolve disputes in good faith before resorting to formal proceedings. The competent courts will be those of GuruMood's principal place of business, unless applicable law requires otherwise.

We may update these Terms. For material changes, we will provide at least 30 days' notice by email or site notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

• Assignment: the Customer may not assign its rights or obligations without GuruMood's prior written consent. GuruMood may freely assign in the context of a reorganization or business sale.
• Waiver: failure to exercise a right is not a waiver of that right.
• Severability: if a clause is invalid, the remaining clauses remain in effect.
• Entire agreement: these Terms, together with exhibits and documents incorporated by reference, constitute the entire agreement between the parties.
• Notices: legal notices should be sent to legal@gurumood.com and to the address listed in the Order Form.

For questions about these Terms, contact us at legal@gurumood.com.