gutcheck Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Feltsense Holdings (“gutcheck,” “we,” “us,” or “our”) and govern your access to and use of the gutcheck website at gutcheck.co, our applications, and our related services (collectively, the “Service”). By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Who may use the Service

You must be at least 18 years old and able to form a binding contract to use the Service. If you use the Service on behalf of a company, fund, or other organization, you represent that you are authorized to bind that organization to these Terms, and “you” refers to that organization. The Service is intended for business and professional use, not for personal, family, or household purposes.

2. The Service

gutcheck is a software platform that runs the “cost to compete” diligence methodology. For a target company you specify, the Service produces estimates of what it would cost to rebuild that company across dimensions that may include product, go-to-market, physical infrastructure, and talent, and presents the results as reports, scores, and related outputs (“Outputs”).

Estimates, not facts. The methodology relies on assumptions, models, automated processing, and third-party and public data. Outputs are directional estimates generated to support your own analysis. They are described further in Sections 9 and 10 and are not statements of audited or verified fact.

3. Accounts and security

To use most features you must register for an account and provide accurate, complete, and current information. You are responsible for safeguarding your credentials and for all activity that occurs under your account. Do not share your account or let others access the Service through it. Notify us promptly at help@gutcheck.co if you suspect unauthorized use. We may suspend or terminate accounts that contain false information or that we reasonably believe are being misused.

4. Credits, plans, and billing

Credit-based model. Access to diligence runs is metered in credits. Each run consumes credits at the rate shown at the time of the run. We currently offer a free tier (a limited number of runs) and paid plans that include or sell additional credits. Plan details, run allowances, and prices are posted on our pricing page and may change.

Payment. Paid plans and credit purchases are billed in U.S. dollars through our third-party payment processor (Stripe). You authorize us and our processor to charge your selected payment method for all applicable fees and taxes. You are responsible for keeping your billing information accurate.

Renewals. If you purchase a recurring subscription, it renews automatically at the then-current rate for the same period unless you cancel before the renewal date through your account settings. You can cancel at any time and will retain access through the end of the paid period.

No refunds for used credits. Except where required by law or expressly stated by us in writing, fees and consumed credits are non-refundable, and there are no refunds or credits for partially used periods or unused credits after expiration.

Price changes. We may change fees, credit pricing, run allowances, and plan features. We will give reasonable notice of material changes, and your continued use after a change takes effect constitutes acceptance of the new pricing.

5. Acceptable use

You agree not to, and not to allow any third party to:

• use the Service in violation of any law, regulation, or third-party right, including intellectual property, confidentiality, privacy, securities, or export-control laws;
• crawl, scrape, harvest, or use automated means to extract data or Outputs except through features we expressly provide;
• copy, resell, sublicense, syndicate, publicly distribute, or commercially exploit the Service or Outputs other than for your own internal diligence and business use as permitted in Section 7;
• use the Service, Outputs, or any underlying data to develop, train, or improve any competing product, dataset, or machine-learning model;
• reverse engineer, decompile, or attempt to derive the source code, models, or methodology behind the Service, except to the extent this restriction is prohibited by law;
• circumvent or attempt to circumvent credit limits, rate limits, access controls, or other technical restrictions;
• upload malware, interfere with or place an unreasonable load on the Service, or attempt to gain unauthorized access to it; or
• submit content or inputs you do not have the right to submit, or that are unlawful, infringing, or misappropriated.

We may investigate suspected violations and may suspend or terminate access for any violation, in our reasonable discretion.

6. Your inputs and responsibility for data

Customer Inputs. You may submit company names, documents, data, and other materials to run diligence (“Customer Inputs”). You retain ownership of your Customer Inputs. You grant us a worldwide, non-exclusive license to host, process, and use Customer Inputs to operate and provide the Service to you and as described in our Privacy Policy.

Your representations. You represent and warrant that you have all rights and permissions necessary to submit your Customer Inputs and to have them processed by the Service, and that doing so does not breach any confidentiality obligation, contract, or law. You are solely responsible for the lawfulness of your Customer Inputs and for ensuring that your use of any personal or confidential information complies with applicable privacy and confidentiality laws.

7. Intellectual property and license

Our IP. We and our licensors own all rights in the Service, including the software, the “cost to compete” methodology, models, scoring logic, templates, and all related intellectual property. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription.

Your Outputs. Subject to your payment of applicable fees and compliance with these Terms, you may use the Outputs you generate for your own internal diligence, investment evaluation, and business purposes. You may not resell, redistribute, or publish the Outputs as a standalone product or data feed. We retain ownership of the underlying templates, models, and methodology reflected in the Outputs.

Feedback. If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use it without restriction or obligation to you.

8. Informational purposes only; no investment or professional advice

Informational only. The Service and all Outputs are provided for informational purposes only. Nothing in the Service or the Outputs constitutes, and nothing should be construed as, (a) investment, financial, legal, tax, accounting, or other professional advice, or (b) a recommendation, offer, or solicitation to buy, sell, hold, or invest in any security, company, or financial instrument.

No advisory relationship. We are not your broker, dealer, investment adviser, fiduciary, or agent, and your use of the Service does not create any advisory or fiduciary relationship. The Service does not address the specific investment objectives, financial situation, or particular needs of any person.

Your decisions, your risk. Any decision you make based on the Service or the Outputs is made solely at your own risk and in your own independent judgment. You should conduct your own diligence and consult your own qualified professional advisers before making any investment or business decision. We have no liability for decisions you make in reliance on the Service or the Outputs.

9. No guarantee of accuracy; estimates and AI-generated content

Modeled estimates. Outputs are estimates produced from assumptions, models, automated systems, and third-party and public data sources. They are not audited, verified, or guaranteed to reflect real-world facts, and actual costs, conditions, and outcomes may differ materially from any estimate.

AI-generated content. Parts of the Service use artificial intelligence and automated processing to generate Outputs. AI-generated content can be incomplete, out of date, or incorrect, and may produce different results for similar inputs. You are responsible for reviewing and validating Outputs before relying on them.

Third-party data. We may rely on data from third parties and public sources that we do not control and cannot guarantee. We are not responsible for the accuracy, completeness, or timeliness of such data.

10. Third-party services

The Service may link to or interoperate with third-party websites, data sources, and services that we do not control, including the payment processor. Your use of third-party services is governed by their terms and privacy policies, and we are not responsible for them. Accessing third-party services is at your own risk.

11. Confidentiality

Each party may receive non-public information of the other in connection with the Service. Each party agrees to use the other party's confidential information only as needed to perform under these Terms and to protect it with reasonable care. We will handle your Customer Inputs and account information in accordance with these Terms and our Privacy Policy. This Section does not limit either party's ability to disclose information as required by law.

12. Disclaimer of warranties

THE SERVICE, THE OUTPUTS, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE DO NOT WARRANT THAT THE OUTPUTS ARE ACCURATE, COMPLETE, OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (AND NONE OF OUR LICENSORS OR SUPPLIERS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

14. Indemnification

You will defend, indemnify, and hold harmless gutcheck and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your Customer Inputs, (b) your use of the Service or the Outputs, including any decision made in reliance on them, or (c) your breach of these Terms or violation of any law or third-party right.

15. Term, suspension, and termination

These Terms apply while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access at any time if you breach these Terms, if required by law, or to protect the Service or other users. On termination, your license to use the Service ends and we may delete your account and associated data, subject to our Privacy Policy and applicable law. Sections that by their nature should survive termination (including Sections 6 through 14 and 16 through 17) will survive.

16. Governing law and dispute resolution

Governing law. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules.

Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS under its then-current rules, before one arbitrator, seated in San Francisco County, California, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. Disputes will be resolved only on an individual basis, and you and gutcheck waive any right to participate in a class, collective, or representative action.

Equitable relief. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction in San Francisco County, California to protect its intellectual property or confidential information.

17. General

Changes to these Terms. We may update these Terms from time to time. We will post the updated version and revise the “Last updated” date, and for material changes we will provide reasonable notice. Your continued use after the changes take effect constitutes acceptance.

Changes to the Service. We may modify, suspend, or discontinue any part of the Service at any time. We will try to give notice of material adverse changes where practical.

Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

Entire agreement; severability; waiver. These Terms, together with the Privacy Policy and any order or plan terms, are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver.

18. Contact

Questions about these Terms can be sent to help@gutcheck.co, Feltsense Holdings, 2443 Fillmore St #3157, San Francisco, CA 94115.