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Terms of Service

Last Updated: May 20, 2025

These Terms of Service ("Agreement") govern your access to and use of the Gumshoe.AI platform and related services. By accessing or using the service, you agree to be bound by this Agreement. If you do not agree to these terms, you may not access or use the service.

1. The Service

1.1 Overview

Gumshoe.AI provides a software-as-a-service platform that enables businesses to monitor their visibility in AI search tools and obtain customized recommendations for enhancing performance. This includes insights regarding brand prominence, competitive positioning, and citation patterns across AI models.

1.2 Permitted Use

You may access the service during your subscription period for internal operational purposes, and conditionally for serving your own clients if specified in your order. Usage must comply with the company's documentation, this Agreement, and any usage restrictions outlined in your order.

1.3 Users

Only your employees or authorized contractors may access the platform. Users must maintain secrecy regarding login credentials and refrain from sharing them. You bear responsibility for ensuring all users adhere to this Agreement and remain accountable for all activities conducted through user accounts. Compromised credentials require immediate notification to Gumshoe.AI.

1.4 Restrictions

You are prohibited from:

  • Distributing, selling, or sublicensing the service to a third party
  • Using the service to develop a similar or competing product
  • Reverse-engineering or accessing non-public code
  • Modifying or copying service elements
  • Removing proprietary notices
  • Publishing performance benchmarks without prior written consent
  • Interfering with service operations
  • Transmitting malicious content
  • Conducting unauthorized security tests
  • Violating applicable laws
  • Misrepresenting your identity

Additionally, you must not submit "Prohibited Data," which includes special categories of personal data, health information, payment card data, data protected by COPPA or GLBA, government ID numbers, or comparable protected information. Gumshoe.AI has no liability for Prohibited Data.

1.5 Customer Obligations

You maintain responsibility for all submitted data accuracy and legality. You represent having obtained all necessary permissions, disclosures, and consents for Gumshoe.AI to process the data without violating regulations or infringing third-party rights.

1.6 Third-Party Platforms

Gumshoe.AI may enable integration with external services. You agree to the applicable external service terms. Gumshoe.AI disclaims responsibility for third-party functionality, security, or data handling practices. Enabling integration authorizes data exchange with those external services.

1.7 Updates and Modifications

Gumshoe.AI may modify or discontinue service features at any time with minimal notice, except when discontinuing material features, in which case 30 days' notice applies. Changes apply prospectively only to new or renewed orders. The company bears no liability for service alterations.

1.8 Upgrades

Updates are provided as released to general customers unless separately purchased. Your subscription does not guarantee future features. Gumshoe.AI may offer upgrades under different terms.

1.9 Support

Gumshoe.AI commits to providing commercially reasonable support for the service.

1.10 Suspension of Service

Gumshoe.AI may immediately suspend access if:

  • You breach the restrictions or obligations set forth in this Agreement
  • Your account becomes 30 or more days overdue
  • Legal changes require suspension
  • Usage limits are exceeded
  • Your actions threaten platform security or other customers' interests

Whenever feasible, prior email notice is given. Access resumes once the relevant issues are resolved.

2. Service Subscription

2.1 Subscription Term

Subscriptions automatically renew for successive 12-month periods unless either party provides 30 days' notice of non-renewal before the current period expires.

2.2 Fees and Taxes

Pricing is set forth in each order. Payments are in US dollars unless otherwise specified. Invoiced amounts are due within 30 days unless the order states differently. Fees are non-refundable and exclude taxes. You are responsible for all applicable sales, value-added, withholding, and similar taxes.

2.3 Renewal Fees

Upon renewal, fees adjust to the company's current rates without regard to previous promotional pricing or discounts granted earlier.

3. Data

3.1 Data-Related Definitions

  • "Aggregated Data" means customer information that has been anonymized or combined with other data so it no longer identifies any specific customer or person.
  • "Customer Data" means information you submit to the service, including from third-party sources, processed to deliver the service.
  • "PII" means customer data constituting personal data under applicable laws.
  • "Process" means actions including collecting, storing, transferring, modifying, and otherwise handling information.
  • "Usage Data" means service operation information that does not identify users, individuals, or the customer itself, such as technical logs and service usage patterns.

3.2 Use of Customer Data

Gumshoe.AI may process customer data to provide the service, create and compile aggregated data, analyze the performance and stability of the service, improve existing offerings and develop new products, conduct lawful business activities, and comply with legal requirements. You must not submit personally identifiable information except login credentials.

3.3 Usage Data and Aggregated Data

The company may process usage and aggregated data internally for billing, performance monitoring, technical troubleshooting, service enhancement and development, and other lawful business purposes including analytics generation.

4. Disclaimer of Warranties

4.1 Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR RECOMMENDATION PROVIDED THROUGH THE SERVICE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, NOR DOES IT VERIFY DATA ACCURACY OR GUARANTEE LOSS-FREE STORAGE.

4.2 Disclaimers Related to Artificial Intelligence

4.2.1 Use of AI; Assumption of Risk

The service may provide inaccurate information about people, places, or facts and does not constitute professional advice. You must independently verify appropriateness and legality before use. You bear complete responsibility for monitoring and activities. AI tools remain novel with substantial operational uncertainty.

4.2.2 Regulatory Uncertainty

Artificial intelligence faces significant legal ambiguity. The service could be negatively impacted by regulatory investigations, legal actions, fines, or judgments that may potentially limit your access.

5. Term and Termination

5.1 Term

This Agreement begins on the effective date and continues until all subscription periods expire or terminate.

5.2 Termination

Either party may terminate this Agreement if the other party:

  • Fails to correct a material breach within 30 days of receiving written notice
  • Ceases operating in the ordinary course of business
  • Enters bankruptcy or similar proceedings

Gumshoe.AI may additionally terminate at its discretion, at any time, for any reason or no reason, with or without notice.

5.3 Effect of Termination

Upon expiration or termination, your access ends and Gumshoe.AI's service obligations cease. After 30 days following subscription termination, the company may delete customer data without further obligation. Confidential information may persist in standard backups but remains subject to confidentiality protections.

5.4 Survival

Certain provisions survive termination, including restrictions, obligations, ownership rights, liability limitations, indemnification, and confidentiality clauses.

6. Ownership

Neither party grants unstated rights under this Agreement. You retain all intellectual property rights in your customer data. Gumshoe.AI retains all intellectual property rights in the service, documentation, technology, and usage data. Any feedback you provide regarding the service may be used by Gumshoe.AI without restriction or obligation.

7. Limitations of Liability

7.1 Consequential Damages Waiver

EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

7.2 Liability Cap

Except for excluded claims, each party's total liability under this Agreement shall not exceed the amounts paid by the customer in the 12-month period preceding the event giving rise to the claim.

7.3 Excluded Claims

Excluded claims include your breaches of the restrictions or obligations sections, either party's breaches of confidentiality obligations (excluding customer data disputes), and third-party amounts owed under indemnification obligations.

7.4 Nature of Claims

The limitations and waivers in this section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

8. Indemnification

You agree to defend, indemnify, and hold harmless Gumshoe.AI and its officers, directors, employees, and agents from and against any third-party claims arising from your customer data or your breach of this Agreement, including reasonable legal fees and settlement amounts.

9. Confidentiality

9.1 Definition

"Confidential Information" means proprietary or confidential information disclosed under this Agreement, including the terms of this Agreement, performance information, and customer data.

9.2 Obligations

Each receiving party must maintain the confidentiality of disclosed Confidential Information, limit its use to purposes consistent with this Agreement, and upon request, delete Confidential Information unless Gumshoe.AI requires retention to provide the service. Either party may share Confidential Information with employees and contractors who are bound by confidentiality obligations at least as protective as those set forth herein.

9.3 Exclusions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party
  • Was already known to the receiving party prior to disclosure
  • Is received from a third party without confidentiality restrictions
  • Is independently developed without reference to the disclosing party's Confidential Information

9.4 Remedies

Unauthorized disclosure may warrant equitable relief, including injunctive relief, in addition to any other remedies available at law.

10. Required Disclosures

Either party may disclose Confidential Information when legally required through subpoena, court order, or similar legal process, provided that the disclosing party gives advance notice to the other party when legally permissible.

11. Trials and Betas

Free trial or early-access offerings are limited to internal evaluation during Gumshoe.AI's designated period (or 30 days if unspecified). Either party may terminate trial access at any time. Trial features may never be released as generally available features. Information about trial features constitutes Gumshoe.AI's Confidential Information. Trial and beta services are provided without warranty, indemnification, or support obligations, and Gumshoe.AI's total liability for trials shall not exceed $50.

12. Publicity

Neither party may publicly announce this Agreement without the other party's prior consent, except as legally required. Gumshoe.AI may list you as a customer in marketing materials but must cease doing so upon your written request.

13. General Terms

13.1 Assignment

You may not assign this Agreement without Gumshoe.AI's prior written consent. Gumshoe.AI may assign this Agreement freely. Any attempted assignment in violation of this section is void.

13.2 Notices

Notices to you will be sent to the email address associated with your account. Notices to Gumshoe.AI should be sent to legal@gumshoe.ai. Email transmission constitutes delivery. Either party may update its notice address at any time. Gumshoe.AI may send operational notices via email or through the platform.

13.3 Entire Agreement

This Agreement constitutes the complete understanding between the parties and supersedes all prior discussions, understandings, and agreements. The word "including" and similar terms are interpreted without limitation. This Agreement may be executed in counterparts.

13.4 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law provisions and excluding the United Nations Convention on the International Sale of Goods. All actions and proceedings arising out of or relating to this Agreement shall be brought exclusively in the federal, state, or local courts located in Seattle, Washington, and each party consents to the exclusive jurisdiction of such courts.

13.5 Attorneys' Fees and Costs

The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

13.6 Modifications to this Agreement

Gumshoe.AI may modify the terms of this Agreement upon notice to you. Modifications become effective at the start of your next renewal period unless an earlier effective date is specified. If you object to an earlier effective date, you may terminate this Agreement within 30 days and receive a prorated refund for any prepaid, unused subscription period. Your continued use of the service following the effective date of any modification constitutes acceptance of the modified terms.

13.7 Waivers and Severability

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, or government actions, except that this section does not excuse your obligation to pay fees.

13.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

13.10 Export Compliance

You must comply with all applicable export and import laws and regulations. You represent that you are not located in, or a national or resident of, any country subject to U.S. trade sanctions and that you are not listed on any government restricted party list.

13.11 Government End-Users

If you are a U.S. government agency, the service is provided with restricted use rights in accordance with applicable federal acquisition regulations. The service is deemed commercial computer software developed at private expense.

13.12 Conflicts in Interpretation

In the event of a conflict between the provisions of this Agreement, the following order of precedence applies: (1) the main terms of this Agreement; (2) any schedules or order forms; and (3) any referenced documentation.

Contact Information

If you have any questions about these Terms, please contact us at legal@gumshoe.ai.

Gumshoe.AI, Inc.
240 2nd Ave S #300
Seattle, WA 98104