Last Updated: February 18, 2026
These Business Terms of Use (“Terms”) govern access to and use of the GoodTime Hire software-as-a-service application and related services (collectively, the “Service”) provided by GoodTime, Inc. (“GoodTime,” “Company,” “we,” or “us”).
These Terms apply to customers that access or purchase the Service pursuant to an executed Order Form, Statement of Work (“SOW”), or Master Services Agreement (“MSA”) (collectively, the “Agreement”). If Customer has executed an MSA with GoodTime, the MSA controls in the event of any conflict with these Terms.
Subject to Customer’s compliance with the Agreement and timely payment of all applicable fees, GoodTime grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable Subscription Term solely for Customer’s internal business purposes.
All rights not expressly granted are reserved by GoodTime. GoodTime retains all right, title, and interest in and to the Service, including all intellectual property rights therein.
Customer is responsible for:
Customer must promptly notify GoodTime of any unauthorized access or security incident involving its account.
Customer retains all rights, title, and interest in and to data submitted to the Service (“Customer Data”). Nothing in these Terms transfers ownership of Customer Data to GoodTime.
Customer grants GoodTime a limited, non-exclusive license to host, process, transmit, and display Customer Data solely as necessary to provide the Service and fulfill its obligations under the Agreement.
Customer represents and warrants that:
To the extent GoodTime processes personal data on behalf of Customer, GoodTime acts as a data processor. The GoodTime Data Processing Addendum (“DPA”), if applicable, is incorporated by reference and controls in the event of any conflict regarding data protection matters.
GoodTime may use anonymized and aggregated data derived from Customer’s use of the Service for analytics, benchmarking, product improvement, and other lawful business purposes. Such data will not identify Customer or any individual.
Fees, billing terms, and Subscription Terms are set forth in the applicable Order Form. Unless otherwise specified in the Order Form:
GoodTime may suspend access to the Service immediately upon written notice if:
GoodTime will use commercially reasonable efforts to limit any suspension to the affected portion of the Service and to restore access promptly once the underlying issue is resolved.
These Terms remain in effect for the duration of the Subscription Term specified in the applicable Order Form, unless earlier terminated in accordance with this Section 7.
The following Sections survive termination: Sections 3.1 (Ownership), 5 (Fees), 8 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), and 7.3 (Effect of Termination).
Confidentiality obligations survive termination of the Agreement for three (3) years, or indefinitely with respect to trade secrets.
Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under the Agreement.
GoodTime warrants that it will provide the Service in accordance with any GoodTime-published documentation.
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” GOODTIME DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GOODTIME DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
GoodTime shall defend, indemnify, and hold Customer harmless from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from allegations that the Service, as provided by GoodTime and used in accordance with the Agreement, infringes any third-party intellectual property rights, provided that:
If a claim of infringement is alleged or reasonably anticipated, GoodTime may, at its option: (a) modify the Service to be non-infringing; (b) obtain a license for Customer’s continued use; or (c) terminate the affected Service and refund any prepaid unused fees on a pro-rated basis. This Section 10.1 states GoodTime’s sole obligation and Customer’s exclusive remedy for any intellectual property infringement claims.
Customer shall defend, indemnify, and hold GoodTime harmless from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data; (b) Customer’s violation of applicable law; or (c) Customer’s failure to obtain required consents for its use of the Service.
EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 11.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 11.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO GOODTIME FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Before initiating litigation, the parties agree to attempt informal resolution by: (a) providing written notice describing the nature of the dispute in reasonable detail; (b) engaging designated representatives in good-faith discussions; and (c) escalating unresolved disputes to senior management if discussions fail.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction at any time to protect its intellectual property rights or Confidential Information.
The Agreement is governed by the laws of the State of California, without regard to its conflict-of-law principles. The parties irrevocably consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles, California. The prevailing party in any action to enforce the Agreement is entitled to recover its reasonable attorneys’ fees and costs.
Customer shall not export, re-export, or transfer access to the Service in violation of applicable export control laws and regulations, including without limitation the U.S. Export Administration Regulations.
The parties are independent contractors. Nothing in the Agreement creates or implies a partnership, joint venture, agency, franchise, or employment relationship between the parties.
In the event of a conflict among Agreement documents, the following order of precedence applies (highest to lowest):
Assignment. Neither party may assign the Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void. The Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.
Severability. If any provision of the Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect.
Waiver. No waiver of any right or remedy shall be effective unless made in writing and signed by an authorized representative of the waiving party. Failure to enforce any provision does not constitute a waiver of future enforcement rights.
Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, whether written or oral.
Notices. All notices under the Agreement must be in writing and delivered by email (with confirmation of receipt), overnight courier, or certified mail to the address on file for each party.
Force Majeure. Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government action, internet outages, or labor disputes, provided the affected party provides prompt written notice and uses reasonable efforts to resume performance.
Amendments. GoodTime may update these Terms from time to time. Material changes will be communicated to Customer at least thirty (30) days in advance. Continued use of the Service following notice of any change constitutes acceptance of the updated Terms.
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