Legal
Last Updated: June 18, 2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR OTHERWISE ACCESSING OR USING THE GUILDSEAL SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL POLICIES INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Contractor," "User," or "you") and GuildSeal Inc. ("GuildSeal," "we," "us," or "our"), a California corporation, governing your access to and use of the GuildSeal platform, website, and related services (collectively, the "Service").
The following terms have the meanings set forth below wherever they appear in these Terms.
"Account" means the account you create with GuildSeal to access and use the Service.
"Blockchain Record" means the cryptographic hash of a Job Record written to the Polygon public blockchain upon finalization of a job.
"Client" means any third party whose email address you provide to GuildSeal for the purpose of sending a verification link, sign-off request, or payment request in connection with a job.
"Connected Account" means the Stripe Express account you connect to GuildSeal to receive payments through the Service.
"Job Record" means all data, metadata, photographs, scope descriptions, timestamps, and Client sign-off information associated with a single job created within the Service.
"Platform" means the GuildSeal web application, API, infrastructure, and all associated software operated by GuildSeal Inc.
"Stripe" means Stripe, Inc., GuildSeal's third-party payment processing provider.
"Subscription" means your paid or free plan authorizing your access to the Service, as further described in Section 6.
"You" and "your" refer to the individual or business entity accessing or using the Service and, where the context permits, the person agreeing to these Terms on behalf of that entity.
2.1 Binding Agreement. By accessing or using the Service in any manner, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, company, or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have that authority, you must not use the Service.
2.2 Age Requirement. You must be at least 18 years old to create an Account or use the Service. By using the Service, you represent and warrant that you meet this age requirement.
2.3 Jurisdiction. The Service is operated from the State of California, United States. If you access the Service from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
2.4 Updates. GuildSeal reserves the right to update or modify these Terms at any time. Continued use of the Service following notice of any modification constitutes your acceptance of the revised Terms. See Section 22 for details on how changes are communicated.
3.1 What GuildSeal Does. GuildSeal is a job documentation and record-keeping platform that enables independent contractors to create job records, upload photographic documentation, send digital sign-off requests to clients via email one-time password ("OTP") verification, process payments through Stripe Connect, and anchor cryptographic proof of client approvals to the Polygon public blockchain.
3.2 What GuildSeal Is Not. GuildSeal is a technology platform and record-keeping tool. GuildSeal is not a law firm, does not provide legal advice, and does not guarantee any particular outcome in any legal proceeding, arbitration, mediation, chargeback dispute, or other dispute resolution process. The admissibility, weight, and legal effect of any Job Record or Blockchain Record in any proceeding are governed by the laws of the applicable jurisdiction, and GuildSeal makes no representations regarding those outcomes.
3.3 Platform Role. GuildSeal is not a party to any transaction between a Contractor and a Client. GuildSeal does not employ, endorse, supervise, or otherwise guarantee the work performed by any Contractor or the payments made by any Client. GuildSeal's role is strictly limited to operating the Platform, facilitating the creation and storage of Job Records, anchoring records to the Polygon blockchain, and processing payments as a limited agent through Stripe Connect on behalf of Contractors who have enabled the payment feature.
3.4 No Guarantee of Record Validity. While GuildSeal's records are designed to be tamper-evident and defensible, GuildSeal does not represent or warrant that any Job Record, Blockchain Record, or verification link will be accepted as evidence in any legal, administrative, or quasi-legal proceeding. You are solely responsible for maintaining your own records and for consulting legal counsel regarding your specific situation.
4.1 Registration. To access most features of the Service, you must create an Account by providing accurate and complete information, including your name, email address, and any other information required during registration. You agree to keep your Account information current and accurate at all times.
4.2 Account Security. You are solely responsible for maintaining the confidentiality of your Account credentials, including your password. You are responsible for all activity that occurs under your Account, whether or not authorized by you. You agree to notify GuildSeal immediately of any unauthorized access to or use of your Account.
4.3 One Account Per User. You may not create more than one Account except as expressly permitted by your Subscription plan (Shield plan permits up to five users). You may not transfer your Account to any other person or entity without GuildSeal's prior written consent.
4.4 Business Accounts. If you use GuildSeal on behalf of a business, you represent and warrant that your use complies with all applicable laws and that you are authorized to bind the business to these Terms.
4.5 Accurate License Information. If your Subscription plan requires or requests your contractor license number, you represent and warrant that any license number provided is accurate and current. Providing a false or expired license number constitutes a material breach of these Terms.
5.1 Permitted Use. You may use the Service solely for your own lawful business purposes as an independent contractor seeking to document completed work, obtain verified client sign-offs, and collect payments for work actually performed.
5.2 Prohibited Conduct. You agree that you will not, and will not permit any third party under your Account to:
(a) Create, upload, or submit any Job Record that misrepresents the scope, completion, or quality of any work;
(b) Send a verification link or sign-off request to any Client in connection with work that was not performed, not agreed upon, or materially different from what is represented in the Job Record;
(c) Solicit or obtain a Client's digital signature or sign-off through deception, coercion, misrepresentation, manipulation, fraud, or any other improper means;
(d) Use the Service to harass, threaten, defame, intimidate, or otherwise harm any Client or third party;
(e) Use the Service to violate any applicable local, state, federal, or international law or regulation, including consumer protection laws, data privacy laws, or laws governing contractor licensing;
(f) Upload any content that infringes the intellectual property rights, privacy rights, or other rights of any third party;
(g) Transmit or upload any malicious code, viruses, Trojan horses, worms, ransomware, or other harmful software or code;
(h) Attempt to gain unauthorized access to any part of the Service, its servers, databases, or infrastructure, or to any other user's Account;
(i) Use automated tools, bots, scrapers, or scripts to access or interact with the Service in any manner not expressly authorized;
(j) Reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Service;
(k) Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service for any commercial purpose not expressly authorized by GuildSeal;
(l) Circumvent, disable, or otherwise interfere with any security feature or access control of the Service;
(m) Use the Service to process payments for goods or services other than work you personally or through your business performed; or
(n) Use the Service in any manner that could damage, disable, overburden, impair, or disrupt GuildSeal's systems, networks, or infrastructure, or interfere with any other user's use of the Service.
5.3 Consequences of Violation. Any violation of this Section 5 may result in immediate suspension or termination of your Account at GuildSeal's sole discretion, without notice or refund. GuildSeal reserves the right to report any conduct that may violate applicable law to appropriate law enforcement or regulatory authorities.
6.1 Available Plans. GuildSeal offers the following Subscription plans. Features and pricing are subject to change as described in Section 6.7.
6.2 Payment Processing Fees. Standard Stripe payment processing fees apply on all plans: 2.9% plus $0.30 per card transaction; 0.8% per ACH bank transfer capped at $5.00. On the Handyman Plan, GuildSeal adds a service markup of 0.5% per transaction above the standard Stripe rate. On Pro and Shield plans, payment processing fees are passed through at cost with no GuildSeal markup.
6.3 Billing and Renewal. Paid Subscriptions automatically renew at the end of each billing period (monthly or annual, as applicable) at the then-current rate, unless you cancel before the renewal date. By providing a payment method, you authorize GuildSeal to charge that payment method for all applicable Subscription fees and any applicable taxes.
6.4 No Refunds. Subscription fees are non-refundable, except as expressly set forth herein. No refunds or credits are issued for partial billing periods, unused features, or unused Job Records. Annual Subscriptions for the Handyman Plan are non-refundable after thirty (30) days from the billing date. For all other annual Subscriptions, no refunds are provided after payment is made.
6.5 Cancellation. You may cancel your Subscription at any time through your Account settings. Cancellation takes effect at the end of the current billing period. You retain access to paid features until the end of the period for which you have already paid.
6.6 Taxes. You are responsible for all taxes, levies, or duties imposed by any taxing authority on amounts you pay to GuildSeal, excluding taxes on GuildSeal's income. If GuildSeal is required to collect taxes, they will be added to your billing.
6.7 Pricing Changes. GuildSeal reserves the right to modify Subscription pricing at any time. For active subscribers, GuildSeal will provide at least thirty (30) days' written notice before any price increase takes effect. Your continued use of the Service after a price change takes effect constitutes your acceptance of the new pricing.
6.8 Free Plan Limitations. GuildSeal reserves the right to modify, restrict, or discontinue the Free Plan at any time with or without notice. GuildSeal is not liable for any loss of data or access resulting from changes to the Free Plan.
7.1 Stripe as Payment Processor. All payments processed through the Service are handled by Stripe, Inc. By enabling payment features and creating a Stripe Connected Account through the Service, you agree to be bound by the Stripe Services Agreement and the Stripe Connected Account Agreement, as each may be amended by Stripe from time to time. These agreements are available at stripe.com/legal. GuildSeal is not responsible for and makes no representations regarding the terms, conditions, or availability of Stripe's services.
7.2 Express Connected Accounts. To receive payments through GuildSeal, you must connect a Stripe Express account. By connecting a Stripe Express account, you authorize GuildSeal to submit payment requests on your behalf and to facilitate the transfer of funds to your Connected Account. You acknowledge that Stripe, not GuildSeal, controls the onboarding, identity verification, account restrictions, payout schedules, and fund transfers associated with your Connected Account.
7.3 Platform Role in Payments. GuildSeal acts as a limited payment agent on your behalf solely to facilitate the collection of Client payments and the routing of those funds to your Connected Account, net of applicable fees. Receipt of a Client payment by Stripe on behalf of GuildSeal constitutes receipt of that payment on your behalf. GuildSeal does not hold, own, or otherwise control any funds at any time. Funds are held and transferred by Stripe pursuant to the Stripe Connected Account Agreement.
7.4 Payout Delays and Restrictions. GuildSeal is not liable for any delay, restriction, hold, or suspension of payouts by Stripe, including without limitation any hold resulting from Stripe's identity verification requirements, fraud review, negative balance recovery, or compliance obligations. All payout-related disputes must be directed to Stripe.
7.5 Contractor Responsibility for Transactions. You are solely responsible for all transactions initiated under your Account. You represent and warrant that all transactions submitted through the Service are for actual, completed work, are not fraudulent, and accurately represent the agreed scope and completed deliverables.
7.6 Tax Obligations. You are solely responsible for determining and fulfilling all tax obligations arising from payments received through the Service, including federal and state income taxes and self-employment taxes. GuildSeal will issue applicable tax forms as required by law but does not provide tax advice. You are strongly encouraged to consult a qualified tax advisor regarding your obligations.
7.7 Pass-Through Fees. If you enable the fee pass-through feature, the Service will calculate and add the applicable Stripe processing fee to the amount charged to your Client. You represent that you have disclosed this arrangement to your Client where required by applicable law.
8.1 Chargeback Risk. By using payment processing through the Service, you acknowledge that Clients may file chargebacks or payment disputes with their card issuer or bank. In the event of a chargeback, Stripe will deduct the disputed amount, plus any applicable chargeback fees, from your Connected Account balance.
8.2 GuildSeal's Chargeback Assistance. GuildSeal will, to the extent reasonably practicable, provide the Blockchain-anchored Job Record and related documentation as evidence in connection with a chargeback dispute. GuildSeal does not guarantee any outcome and is not obligated to respond to or contest any chargeback on your behalf.
8.3 Contractor Liability for Chargebacks. You are solely responsible for all chargebacks, refunds, reversals, and associated fees arising from transactions processed through your Connected Account. GuildSeal is not financially liable for any chargeback amount, dispute outcome, or Stripe fine or penalty.
8.4 Platform Liability and GuildSeal's Right to Recover. You acknowledge that as a Stripe Connect platform, GuildSeal may bear ultimate financial responsibility for unrecovered negative balances on Connected Accounts under certain configurations. Accordingly:
(a) If GuildSeal suffers any loss, cost, expense, fine, penalty, or liability, including without limitation chargeback amounts, Stripe fees, reversal amounts, or third-party claims, arising from or in connection with any transaction initiated under your Account, whether or not such transaction was fraudulent, unauthorized, or in violation of these Terms, you agree to reimburse GuildSeal in full for any such loss within thirty (30) days of written demand.
(b) GuildSeal reserves the right, in its sole discretion, to offset any amounts owed to GuildSeal by you against any funds held in your Account or against future payouts to your Connected Account, to the extent permitted by applicable law and consistent with GuildSeal's agreement with Stripe.
(c) GuildSeal reserves the right to pursue all available legal remedies to recover any losses caused by your conduct, including but not limited to filing a civil action, seeking injunctive relief, or referring the matter to law enforcement or regulatory authorities. You agree that GuildSeal's exercise of these rights does not constitute a waiver of any other remedy available to GuildSeal.
(d) Without limiting the foregoing, if GuildSeal determines in its reasonable judgment that your Account presents a risk of fraudulent transactions, excessive chargebacks, or other payment integrity concerns, GuildSeal may suspend your payment processing capabilities immediately and without prior notice.
8.5 Dispute Cooperation. You agree to cooperate fully with GuildSeal and Stripe in connection with any chargeback, dispute investigation, or fraud review, including providing all records, communications, photographs, contracts, and other documentation relevant to the disputed transaction within five (5) business days of GuildSeal's or Stripe's request. Failure to cooperate may result in an adverse outcome being imposed against you and may constitute a breach of these Terms.
8.6 Excessive Chargebacks. If your Account is associated with a chargeback rate that exceeds the thresholds established by Visa, Mastercard, or other card networks, GuildSeal reserves the right to immediately terminate your payment processing capabilities and, at its sole discretion, terminate your Account entirely. You acknowledge that excessive chargebacks may expose GuildSeal to fines and penalties from card networks and that you bear sole responsibility for any such fines attributable to your Account's activity.
9.1 Client Consent. When you provide a Client's email address and send that Client a verification link, sign-off request, payment request, or any other communication through the Service, you represent and warrant that (a) you have the Client's express or implied consent to contact them by email in connection with the relevant job, (b) you have accurately and truthfully represented the job and its completion status to the Client, and (c) your communications with the Client comply with all applicable laws, including without limitation the CAN-SPAM Act and California Business and Professions Code Section 17529 et seq.
9.2 Client Data Ownership. Client data collected through the Service, including Client names, email addresses, and sign-off information, is associated with your Account. You retain ownership of Client data you provide to the Service, subject to GuildSeal's right to use that data as set forth in these Terms and the GuildSeal Privacy Policy.
9.3 Verification Link Accessibility. Verification links generated by the Service at guildseal.com/verify/ are publicly accessible to any person with knowledge of the link URL. You are solely responsible for sharing verification links appropriately and for ensuring that any personally identifiable information contained in a Job Record is disclosed only to persons authorized to view it. GuildSeal is not liable for any unauthorized disclosure of information resulting from your sharing of a verification link.
9.4 Client Sign-Off Finality. Once a Client completes the sign-off process, including entry of the OTP code and submission of the sign-off form, that sign-off is final and is immediately incorporated into the Job Record. GuildSeal does not provide a mechanism for reversing or retracting a completed Client sign-off. You acknowledge that this finality is a core feature of the Service and agree not to seek to reverse or dispute a completed Client sign-off through GuildSeal.
9.5 Google Review Automation. If you enable the Google review automation feature (available on Pro and Shield plans), you represent that you have connected your Google Business Profile and that you accept sole responsibility for compliance with Google's terms of service and any applicable review platform policies. GuildSeal is not responsible for the availability, accuracy, or content of any Google review resulting from use of this feature.
10.1 Mechanism. When a Job Record is finalized, GuildSeal calculates a SHA-256 cryptographic hash of the Job Record data, including photo hashes, Client sign-off information, and timestamps, and writes that hash to the Polygon public blockchain via a smart contract transaction. The resulting Blockchain Record is publicly visible and includes a timestamp and a link to the corresponding transaction on Polygonscan.
10.2 Permanence and Irreversibility. Blockchain transactions are permanent and irreversible by design. Once a Blockchain Record is created, it cannot be deleted, modified, or removed by GuildSeal, by you, by the Client, or by any third party. By using the Service, you acknowledge and accept this characteristic of blockchain technology.
10.3 No Control Over Polygon Network. GuildSeal does not own, operate, or control the Polygon blockchain network. GuildSeal cannot guarantee the continued operation, availability, or integrity of the Polygon network. In the event the Polygon network experiences downtime, a hard fork, discontinuation, or other disruption, GuildSeal will not be liable for any resulting loss of access to or inability to verify Blockchain Records.
10.4 Public Visibility. Blockchain Records written by GuildSeal are publicly visible on the Polygon blockchain and on Polygonscan. Any information incorporated into the hash that can be reverse-engineered or associated with the transaction is subject to public inspection. GuildSeal does not guarantee the privacy of any information that may become associated with a Blockchain Record.
10.5 No Legal Guarantee. GuildSeal makes no representation or warranty that any Blockchain Record will be recognized, accepted, or admitted as evidence in any court, arbitration, regulatory proceeding, or other forum. The legal weight and admissibility of blockchain-based records depend on the laws and rules of the applicable jurisdiction, which vary and may change over time.
11.1 GuildSeal's Property. The Service, including all software, algorithms, user interfaces, design elements, trademarks, service marks, logos, text, graphics, and other content created or provided by GuildSeal, is owned by GuildSeal Inc. and is protected by copyright, trademark, trade secret, and other applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in any GuildSeal intellectual property except the limited license to use the Service as expressly set forth in these Terms.
11.2 Your Content. You retain ownership of all content you create and submit to the Service, including Job Record data, photographs, scope descriptions, and business information (collectively, "Your Content"). By submitting Your Content to the Service, you grant GuildSeal a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to store, host, reproduce, display, process, transmit, and use Your Content solely to (a) provide and operate the Service, (b) anchor Job Records to the Polygon blockchain, (c) generate Blockchain Records and verification links, (d) comply with applicable law, and (e) enforce these Terms.
11.3 No Scraping or Unauthorized Extraction. You may not scrape, harvest, extract, or otherwise systematically copy or collect any content or data from the Service using automated means, without GuildSeal's prior written consent.
11.4 Feedback. If you provide GuildSeal with any feedback, suggestions, ideas, or other input regarding the Service ("Feedback"), you grant GuildSeal an irrevocable, perpetual, royalty-free, worldwide license to use, disclose, reproduce, and exploit that Feedback for any purpose, without compensation or attribution to you.
12.1 Contractor Indemnification. You agree to defend, indemnify, and hold harmless GuildSeal Inc. and its officers, directors, employees, agents, contractors, licensors, successors, and assigns (collectively, the "GuildSeal Parties") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or relating to:
(a) Your access to or use of the Service, including any payment processing activity under your Account;
(b) Your Content, including any claim that Your Content infringes, misappropriates, or violates any third-party intellectual property right, privacy right, or other right;
(c) Your violation of these Terms or any applicable law or regulation;
(d) Your misrepresentation of the scope, quality, or completion of any work in any Job Record;
(e) Your fraudulent, negligent, or willful misconduct;
(f) Any claim by a Client arising from work you performed, failed to perform, or misrepresented, including claims of property damage, bodily injury, substandard work, or incomplete work;
(g) Any chargeback, payment dispute, or related Stripe fee arising from a transaction you initiated through the Service;
(h) Any breach of your representations and warranties under these Terms; or
(i) Any claim that a communication you sent to a Client through the Service, including any verification request or payment request, violated applicable law.
12.2 Indemnification Procedure. GuildSeal will notify you promptly in writing of any claim subject to indemnification, provided that failure to provide such notice will not relieve your indemnification obligations except to the extent you are materially prejudiced by the failure. GuildSeal reserves the right, at its own expense, to assume exclusive control of the defense and settlement of any indemnified claim. You agree not to settle any such claim without GuildSeal's prior written consent.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GUILDSEAL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, 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, USAGE, OR TRADE PRACTICE.
THE GUILDSEAL PARTIES DO NOT WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR AVAILABLE AT ANY PARTICULAR TIME; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS; (D) JOB RECORDS OR BLOCKCHAIN RECORDS WILL BE ADMISSIBLE AS EVIDENCE IN ANY LEGAL OR ADMINISTRATIVE PROCEEDING; OR (E) THE USE OF THE SERVICE WILL ACHIEVE ANY PARTICULAR BUSINESS, LEGAL, OR FINANCIAL OUTCOME.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GUILDSEAL PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF A GUILDSEAL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GUILDSEAL PARTIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID GUILDSEAL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).
14.3 Essential Basis. YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN SECTIONS 13 AND 14 REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES. GUILDSEAL WOULD NOT HAVE ENTERED INTO THESE TERMS WITHOUT THESE LIMITATIONS.
14.4 Applicability. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some or all of the limitations in this Section may not apply to you.
15.1 Termination by You. You may cancel your Account and terminate your Subscription at any time through your Account settings. Termination takes effect at the end of your current billing period. Cancellation does not entitle you to a refund of any prepaid fees.
15.2 Termination by GuildSeal. GuildSeal may suspend or terminate your Account or your access to all or any part of the Service at any time, with or without notice and with or without cause, including without limitation if GuildSeal determines in its sole judgment that you have violated these Terms, engaged in fraudulent activity, posed a risk of harm to GuildSeal, Stripe, other users, or Clients, or for any other reason GuildSeal deems appropriate. GuildSeal is not liable to you for any damages arising from termination.
15.3 Effect of Termination. Upon termination of your Account for any reason, your right to access and use the Service ceases immediately. GuildSeal may, but is not obligated to, retain copies of Your Content and Job Records following termination, subject to GuildSeal's data retention policies and applicable law.
15.4 Blockchain Records Survive Termination. Any Blockchain Records created prior to termination are permanently recorded on the Polygon public blockchain and cannot be removed by GuildSeal, by you, or by any third party, regardless of the reason for termination.
15.5 Outstanding Obligations. Termination does not relieve you of any obligation to pay outstanding fees, satisfy pending chargebacks, or reimburse GuildSeal for any losses incurred prior to or in connection with termination.
15.6 Survival. The following Sections survive termination of these Terms: Sections 1 (Definitions), 7.6 (Tax Obligations), 8 (Chargebacks, Disputes, and GuildSeal's Right to Recover), 10.2 (Permanence and Irreversibility), 11 (Intellectual Property), 12 (Indemnification), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15.5 (Outstanding Obligations), 16 (Dispute Resolution), and 17 (Governing Law).
16.1 Informal Resolution. Before initiating any formal dispute, the party seeking to resolve a dispute agrees to first provide written notice to the other party describing the nature of the dispute and the relief sought. The parties agree to negotiate in good faith to resolve the dispute within thirty (30) days of the notice being received. This informal resolution requirement is a condition precedent to arbitration. If the dispute is not resolved within thirty (30) days, either party may proceed to arbitration as set forth in Section 16.2.
16.2 Binding Arbitration. Subject to Section 16.1, any and all disputes, controversies, or claims arising out of or relating to these Terms, the Service, or your use thereof, including disputes regarding formation, interpretation, breach, or termination, and including tort claims, shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules then in effect, except as modified herein. The arbitration shall be conducted in Alameda County, California, unless the parties agree otherwise. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
16.3 Individual Claims Only. All arbitration proceedings shall be conducted on an individual basis. You may not consolidate your claims with those of any other person or entity and may not participate in a representative capacity or as a member of any putative class in connection with any claim against GuildSeal.
16.4 Exceptions to Arbitration. Notwithstanding Section 16.2, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute through arbitration. Nothing in this Section prevents GuildSeal from pursuing collections, recovery of funds, or any other remedy in a court of competent jurisdiction to recover losses caused by your conduct, including losses arising from chargebacks, fraud, or breach of these Terms.
16.5 Arbitration Fees. The AAA's fee schedule shall govern unless the arbitrator determines that your claims are frivolous, in which case the arbitrator may assess fees and costs in accordance with applicable AAA rules. Each party shall bear its own attorneys' fees unless the arbitrator determines that a party's claim or defense was frivolous.
16.6 Opt-Out. You may opt out of the arbitration agreement in this Section 16 by providing written notice to GuildSeal within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, Account email address, and a clear statement that you are opting out of arbitration. Opt-out notices should be submitted through the contact form at guildseal.com/contact. Opting out does not affect any other provision of these Terms. If you opt out, disputes shall be resolved as set forth in Section 17.
17.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of law principles that would require the application of the laws of another jurisdiction.
17.2 Jurisdiction. For any dispute not subject to arbitration under Section 16, or in the event the arbitration agreement is found unenforceable, you and GuildSeal each submit to the exclusive personal jurisdiction of the state and federal courts located in Alameda County, California. You waive any objection to the laying of venue in those courts.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST THE GUILDSEAL PARTIES, WHETHER IN COURT OR IN ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.
GuildSeal reserves the right to modify these Terms at any time. If GuildSeal makes a material change to these Terms, GuildSeal will notify active subscribers by email at the address associated with their Account at least fourteen (14) days before the change takes effect. Non-material changes may take effect immediately upon posting. The most current version of these Terms will always be available at guildseal.com/terms. Your continued use of the Service after a change takes effect constitutes your acceptance of the revised Terms. If you do not agree to any revised Terms, you must stop using the Service before the change takes effect.
20.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and GuildSeal with respect to the Service and supersede all prior or contemporaneous agreements, understandings, representations, and negotiations between the parties, whether written or oral.
20.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed or modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
20.3 Waiver. GuildSeal's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future. No waiver by GuildSeal of any breach or default shall be deemed a waiver of any subsequent breach or default.
20.4 Assignment. You may not assign, transfer, delegate, or sublicense your rights or obligations under these Terms without GuildSeal's prior written consent. GuildSeal may assign its rights and obligations under these Terms, in whole or in part, at any time without notice to you, including in connection with a merger, acquisition, or sale of assets.
20.5 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except that Stripe and its affiliates are intended third-party beneficiaries of the provisions of Section 7 relating to Stripe's services.
20.6 Force Majeure. GuildSeal shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond GuildSeal's reasonable control, including acts of God, natural disasters, war, terrorism, riots, governmental actions, network failures, power outages, or disruptions to third-party services including the Polygon blockchain or Stripe's payment infrastructure.
20.7 Headings. Section headings in these Terms are for convenience only and do not affect the interpretation of any provision.
20.8 Electronic Communications. You consent to receive communications from GuildSeal electronically, including via email and notices posted within the Service. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.
20.9 Notices. GuildSeal may provide notices to you via email to the address associated with your Account or by posting notices within the Service. Notices to GuildSeal must be submitted through the contact form at guildseal.com/contact.
20.10 California Users. Under California Civil Code Section 1789.3, California users are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, California 95834, or by telephone at (800) 952-5210.
20.11 Government Use. The Service and any related software are commercial items and are provided to any U.S. government user subject to the same terms applicable to non-government users.
For questions about these Terms, to report a violation, or to submit a notice as required under these Terms, please use the contact form at guildseal.com/contact.
By creating an Account, clicking any "I Agree" or "Sign Up" button, or otherwise accessing or using the Service, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.
GuildSeal Inc.
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