GoldSteel Terms of Service Agreement

Last Updated: March 26, 2026

This Terms of Service Agreement (the “Agreement”) governs access to and use of the GoldSteel inventory management software-as-a-service platform (the “Platform”), owned and operated by Kelley Creations LLC, a Georgia limited liability company (the “Company”), with its principal place of business in Forsyth County, Georgia. By registering for, accessing, and/or using the Platform, the subscribing jewelry business entity (the “End User”) agrees to be legally bound by this Agreement. Each of the Company and End User shall be a “Party,” and together, shall be the “Parties.”

ARTICLE 1 – DEFINITIONS

1.1 “Platform” means the proprietary SaaS jewelry inventory management and pricing system, including all source code, object code, APIs, workflows, databases, algorithms, architecture, documentation, derivative works, trade secrets, branding, and intellectual property owned exclusively by Company.

1.2 “Subscription Fees” means all recurring and non-recurring fees owed by End User.

1.3 “User Data” means all data uploaded or processed by End User.

1.4 “Confidential Information” means all non-public proprietary, technical, operational, strategic, financial, and business information of Company, including trade secrets.

ARTICLE 2 – LICENSE AND OWNERSHIP

2.1 Company grants End User a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for End User’s internal business purposes and strictly subject to this Agreement.

2.2 All rights not expressly granted are reserved by Company.

2.3 Company retains exclusive ownership of the Platform and all related intellectual property rights, and End User acquires no ownership, title, or other proprietary interest in the Platform, the Company’s business, or any associated goodwill.

ARTICLE 3 – RESTRICTIONS; TRADE SECRET PROTECTION; ENFORCEMENT

3.1 Prohibited Conduct.

3.1.1 End User shall not reverse engineer, decompile, disassemble, decrypt, scrape, extract, copy, reproduce, analyze, mirror, benchmark, or derive source code, algorithms, architecture, data structures, workflows, trade secrets, or any other Company property.

3.1.2 End User shall not circumvent, disable, interfere with, undermine, defeat, or otherwise avoid any security feature, access control mechanism, authentication control, or operational safeguard implemented within the Platform.

3.1.3 End User shall not engage in spoofing, impersonation, phishing, credential harvesting, deceptive domains, identity masking, proxy abuse, or any other deceptive or misleading conduct in connection with the Platform.

3.1.4 End User shall not use the Platform for the purpose of developing, supporting, designing, marketing, training, benchmarking, or improving any competing product or service during the Term of this Agreement and for three (3) years thereafter.

3.1.5 End User shall not create or use any entity, account, name, or access mechanism whose substantial intent or purpose is to view, test, obtain, or infer the Platform’s code, architecture, data, algorithms, workflows, or trade secrets.

3.1.6 End User shall not use bots, crawlers, scrapers, harvesting tools, automation tools, scripts, or similar technologies to extract data or information from the Platform.

3.1.7 End User shall not use any data, content, outputs, or information obtained from the Platform for purposes of training artificial intelligence systems, machine learning models, data mining systems, or automated decision-making tools.

3.1.8 End User shall not introduce malware, viruses, malicious scripts, harmful code, or any disruptive mechanism into the Platform.

3.1.9 Access to the Platform by any competitor of Company, or by any person acting on behalf of a competitor, is strictly prohibited without Company’s express prior written consent.

3.1.10 End User acknowledges that, in addition to constituting breach of this Agreement, unauthorized access to the Platform may also violate applicable state and federal computer fraud and related laws.

3.2 Trade Secret Acknowledgment.

3.2.1 End User acknowledges that the Platform contains valuable trade secrets, proprietary technology, confidential information, pricing structures, operational methodologies, and other proprietary rights solely owned by Company.

3.2.2 End User further acknowledges that the Platform may contain or expose data, records, workflows, or information relating to Company or other end users to which End User is not entitled.

3.3 Liquidated Damages.

3.3.1 End User acknowledges that violations of this Article 3 would cause substantial harm to Company that is difficult to quantify precisely at the time of contracting.

3.3.2 The Parties agree that Two Hundred Fifty Thousand Dollars ($250,000.00) per violation represents a reasonable minimum pre-estimate of anticipated damages at the time of contracting and is not a penalty.

3.3.3 Each separate act, attempt, instance, transaction, or course of conduct constituting a violation of this Article 3 shall be deemed a separate and independent violation.

3.3.4 The liquidated damages set forth herein shall constitute a contractual minimum measure of damages and shall not limit, cap, restrict, or preclude Company from recovering additional actual damages, consequential damages to the extent recoverable, lost profits, unjust enrichment, statutory damages, equitable relief, disgorgement, forensic costs, investigation expenses, attorneys’ fees, or any other remedies available at law or in equity.

3.3.5 End User expressly acknowledges that it is a sophisticated commercial entity, had the opportunity to consult counsel prior to entering into this Agreement, and agrees that this liquidated damages provision reflects a commercially reasonable allocation of risk.

3.4 Material Non-Curable Breach; Immediate Remedies.

3.4.1 Any violation of this Article 3 by End User constitutes a material, non-curable breach of this Agreement.

3.4.2 Upon any actual or reasonably suspected violation of this Article 3, Company may immediately suspend or terminate access to the Platform, accelerate all Subscription Fees for the remainder of the Term, and pursue any and all contractual, equitable, statutory, or other remedies available to it.

3.5 Equitable Remedies.

3.5.1 End User acknowledges that violations of this Article 3 would cause irreparable harm to Company for which monetary damages alone would be inadequate.

3.5.2 Company shall therefore be entitled to temporary restraining orders, preliminary and permanent injunctions, equitable accounting, disgorgement, constructive trust, equitable lien, and any other equitable remedies, without bond and without the necessity of proving actual damages beyond breach.

3.6 Cyberattack Cost Recovery.

3.6.1 End User shall be liable for Company’s forensic investigation costs, remediation costs, regulatory response costs, notification expenses, credit monitoring costs, internal investigation costs, audit costs, expert costs, and attorneys’ fees arising from any security incident attributable to End User, its personnel, agents, contractors, systems, credentials, logins, misuse, or failure to secure passwords or other confidential information.

3.7 Evidence Preservation; Log Retention; Forensic Cooperation.

3.7.1 Upon notice, or upon End User’s reasonable anticipation, of any suspected breach, misuse, dispute, investigation, or violation of this Agreement, End User shall immediately preserve all relevant logs, devices, communications, records, system data, and other evidence requested by Company.

3.7.2 End User shall not delete, destroy, alter, conceal, overwrite, modify, or fail to preserve any relevant information once notice of a dispute, investigation, or suspected violation has been provided or reasonably should have been anticipated.

3.7.3 Failure to preserve evidence shall create a rebuttable presumption in favor of Company, including without limitation an adverse inference that destroyed or unavailable evidence would have been unfavorable to End User.

3.7.4 End User shall maintain reasonable records of activities conducted through the Platform, including transaction records and account activity logs, for a minimum period of three (3) years and shall produce such records upon Company’s reasonable request.

3.7.5 Company reserves the right to conduct reasonable investigations into suspected violations of this Agreement, including analysis of system activity logs, user activity, transaction records, metadata, and related data, and End User agrees to cooperate reasonably and promptly with any such investigation.

3.7.6 If such investigation confirms a violation of this Agreement, End User shall reimburse Company for all reasonable costs incurred in connection with the investigation.

3.8 Burden Allocation; Responsibility for Account Activity.

3.8.1 End User shall be responsible for all activity conducted through its account, credentials, API keys, systems, or authorized access mechanisms.

3.8.2 If Company reasonably determines that unauthorized scraping, reverse engineering, cloning, competitive use, spoofing, impersonation, or other misuse of the Platform has occurred through End User’s account, credentials, systems, or access, End User shall bear the burden of demonstrating that such activity was not authorized by End User and did not originate from End User’s personnel, contractors, agents, systems, or failures of security.

3.8.3 Failure by End User to adequately secure account credentials or system access shall not relieve End User of responsibility under this Agreement.

3.9 Audit Rights.

3.9.1 Company may audit compliance with this Agreement at any time and as frequently as Company reasonably deems necessary, including where Company suspects misuse or noncompliance.

3.9.2 If Company reasonably suspects that End User has violated this Agreement, Company may request information reasonably necessary to verify compliance, and End User shall cooperate promptly and fully with such request.

3.9.3 Failure to cooperate with a compliance inquiry or audit may be treated as a material breach of this Agreement.

3.9.4 For each violation found, End User shall pay two (2) times audit costs, in addition to all other remedies.

3.10 Election of Remedies; Non-Exclusivity.

3.10.1 In the event of unauthorized copying, scraping, reverse engineering, misuse, or misappropriation of Company’s intellectual property or Confidential Information, Company may elect to recover contractual damages, statutory damages where available, equitable relief, disgorgement, or any combination thereof to the fullest extent permitted by law.

3.10.2 All remedies provided in this Agreement shall be cumulative and not exclusive.

3.11 Blue-Pencil.

3.11.1 If any restrictive covenant, restriction, or enforcement provision in this Article 3 is determined to be overbroad or unenforceable, it shall be modified to the minimum extent necessary pursuant to O.C.G.A. § 13-8-53 or other applicable law so as to preserve Company’s maximum enforceable protection.

3.12 Survival.

3.12.1 The restrictions, acknowledgments, remedies, presumptions, obligations, and enforcement rights contained in this Article 3 shall survive termination, suspension, or expiration of this Agreement to the fullest extent necessary to protect Company’s intellectual property, trade secrets, confidential information, and legitimate business interests.

ARTICLE 4 – FEES AND PAYMENT

4.1 End User certifies and agrees that this is a commercial transaction.

4.2 End User authorizes recurring billing and all payment methods designated by End User in connection with the Platform.

4.3 Any past-due amount shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum lawful rate permitted under O.C.G.A. § 7-4-16, whichever is lower as applied.

4.4 End User shall not initiate any chargeback, reversal, withholding, deduction, recoupment, offset, or payment dispute without first providing Company prior written notice and ten (10) business days to resolve the matter.

4.5 Any improper chargeback, reversal, withholding, deduction, recoupment, or offset by End User shall constitute a material breach of this Agreement.

4.6 Company may suspend access immediately upon actual or reasonably suspected breach, nonpayment, misuse, or misconduct, without liability to Company.

4.7 No refund or amounts of any kind shall be owed to End User upon End User’s termination, Company’s suspension of End User, or Company’s termination of End User for any reason, including but not limited to End User’s breach, wrongdoing, or reasonably suspected wrongdoing.

ARTICLE 5 – PERSONAL GUARANTY; EXTENDED PERSONAL LIABILITY

5.1 If End User is an entity, the individual executing this Agreement on behalf of End User (the “Guarantor”) personally, absolutely, and unconditionally guarantees payment and performance of all obligations of End User under this Agreement.

5.2 Guarantor shall be jointly and severally liable for Subscription Fees, liquidated damages, equitable relief, forensic costs, audit costs, attorneys’ fees, interest, accelerated fees, indemnification obligations, and all damages and costs of litigation or enforcement arising under or relating to this Agreement.

5.3 Personal liability extends to all violations of Article 3, including but not limited to, all violations authorized, directed, knowingly permitted, or ratified by the Guarantor or by any officer, manager, member, owner, employee, contractor, or agent acting with the Guarantor’s knowledge or authority.

5.4 This guaranty is a guaranty of payment and performance, not collection, and shall survive termination, suspension, or expiration of this Agreement.

ARTICLE 6 – DISCLAIMER OF WARRANTIES

6.1 THE PLATFORM IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.”

6.2 COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, AND FREEDOM FROM VIRUSES.

6.3 COMPANY DOES NOT WARRANT UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION OF THE PLATFORM.

6.4 THE GOLDSTEEL PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 7 – INDEMNIFICATION

7.1 Indemnification; Defense; Hold Harmless.

7.1.1 End User shall defend, indemnify, and hold harmless Company, its members, managers, officers, directors, employees, agents, affiliates, successors, assigns, licensors, service providers, and contractors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, liabilities, damages, losses, judgments, settlements, fines, penalties, costs, and expenses of every kind and nature whatsoever, including without limitation attorneys’ fees, expert fees, forensic costs, investigation costs, remediation costs, internal costs, lost profits, business interruption losses, reputational harm, and court costs, arising out of or relating to:

(a) End User’s access to or use of the Platform;
(b) End User’s violation of this Agreement, including but not limited to any breach of Article 3;
(c) End User’s violation of any applicable law, regulation, or third-party right;
(d) any User Data submitted, uploaded, transmitted, or processed by or on behalf of End User;
(e) any unauthorized access, security breach, or misuse of the Platform attributable to End User, its personnel, agents, contractors, systems, or credentials;
(f) any claim that End User’s use of the Platform, User Data, or business practices infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other proprietary rights; and
(g) any dispute between End User and any third party, including customers, vendors, or competitors, arising out of or relating to End User’s use of the Platform.

7.1.2 End User’s duty to defend is immediate upon written notice from Company and is independent of and in addition to End User’s indemnification and hold harmless obligations.

7.1.3 Company shall have the right, at its sole discretion, to control the defense and settlement of any claim, including the selection of counsel, and End User shall reimburse all defense costs on demand.

7.1.4 End User shall not settle any claim on any Indemnified Party without Company’s prior written consent.

7.1.5 The obligations of End User set forth in this Article 7 are independent of and shall not be limited, capped, restricted, or reduced by any provision of this Agreement, including Article 8 and Article 9.

7.1.6 Where a claim, loss, or security incident is associated with End User’s account, credentials, systems, or access, such claim, loss, or incident shall be presumed to arise from End User’s acts or omissions, and End User shall bear the burden of demonstrating otherwise.

7.1.7 Each of the Indemnified Parties is an express third-party beneficiary of this Article 7 and shall have the independent right to enforce this indemnification provision directly against End User.

7.1.8 The obligations of End User under this Article 7 apply regardless of whether the claim arises during or after the Term and shall survive termination, suspension, or expiration of this Agreement.

7.2 Survival.

7.2.1 Indemnification shall survive termination, suspension, and expiration of this Agreement.

ARTICLE 8 – WAIVER OF CONSEQUENTIAL DAMAGES

8.1 End User hereby waives all consequential, incidental, special, punitive, and exemplary damages claims against Company to the fullest extent permitted by law.

ARTICLE 9 – LIMITATION OF LIABILITY

9.1 Company’s cumulative liability shall not exceed the greater of the average of one (1) month of Subscription Fees paid in the preceding twelve (12) months or One Hundred Dollars ($100.00).

9.2 The Parties agree that this limitation reflects a negotiated allocation of risk and pricing.

9.3 Notwithstanding anything to the contrary in this Agreement, nothing in this Article 9 shall limit or restrict:

(a) End User’s payment obligations under Article 4;
(b) End User’s obligations under Article 3;
(c) End User’s obligations under Article 5;
(d) End User’s indemnification obligations under Article 7;
(e) liability arising from End User’s fraud, willful misconduct, or misappropriation of intellectual property; or
(f) any amounts owed by End User to Company under any liquidated damages provision.

ARTICLE 10 – DISPUTE RESOLUTION

10.1 Except as otherwise expressly provided herein, any dispute shall first be submitted to non- binding mediation in Forsyth County, Georgia. As a condition precedent to proceeding to litigation, End User shall, at such mediation, disclose and present in good faith all claims, defenses, counterclaims, witnesses, and material documents and evidence then known and intended to be relied upon at trial, and shall provide copies of such materials to the other party. To the fullest extent permitted by applicable law and the rules of the court of competent jurisdiction, End User’s failure to so disclose and present such matters at mediation shall be precluded from introducing or relying upon such undisclosed claims, defenses, counterclaims, witnesses, or evidence at trial, except upon a showing of good cause, including that such information was not reasonably known or available at the time of mediation.

10.2 End User irrevocably agrees that any claim, dispute, or controversy arising out of or relating to this Agreement, the Platform, or any services provided by Company shall be brought exclusively in the State Court or Superior Court of Forsyth County, Georgia, and End User hereby irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on improper venue, lack of personal jurisdiction, or forum non conveniens.

10.3 End User further agrees not to commence or prosecute any such claim in any forum other than the foregoing courts and expressly waives any right to seek transfer, removal, or dismissal based on inconvenient forum, except to the extent removal to the United States District Court for the Northern District of Georgia is required by applicable law.

10.4 Nothing in this Agreement shall limit or restrict Company’s right to bring any action, including actions for injunctive, equitable, collection, or enforcement relief, in any court of competent jurisdiction.

10.5 If Company so elects in its sole discretion, any claim, dispute, or controversy may be submitted to binding arbitration in Atlanta, Georgia, or within sixty (60) miles thereof.

10.6 Any claim by End User must be brought within one (1) year after the claim accrues or it is permanently barred.

10.7 Service of process upon End User may be made by email to the registered account email address and shall be effective upon transmission.

10.8 End User agrees that any claim, dispute, or controversy arising out of or relating to this Agreement, the Platform, or any services provided by Company shall be brought solely in End User’s individual capacity, and not as a plaintiff, claimant, or member in any purported class, collective, representative, consolidated, coordinated, or private attorney general proceeding.

10.9 End User expressly waives any right to initiate, participate in, or recover relief through any class, collective, or representative action.

10.10 To the fullest extent permitted by applicable law, no proceeding initiated by End User shall be combined or consolidated with any proceeding involving any other party, and no claim asserted by End User shall be resolved on a class-wide, collective, or representative basis.

10.11 If any portion of this Article 10 is found unenforceable or invalid with respect to a particular claim or remedy, such claim or remedy shall be severed and resolved solely on an individual basis as to End User, and the remainder of this Article 10 shall remain in full force and effect.

ARTICLE 11 – FORCE MAJEURE

11.1 Company shall not be liable for any failure or delay in performance arising out of or relating to events beyond its reasonable control, including without limitation: interruptions, cyberattacks, ransomware, denial-of-service attacks, attacks on or disruption to electronic, telecommunications, cloud, satellite, or financial infrastructure, hosting failures, internet outages, failures of utilities or critical infrastructure, governmental actions, embargoes, sanctions, regulatory changes, pandemics, epidemics, weather events, natural disasters, labor disputes, supply chain disruptions, failures or delays of third-party service providers, and conditions arising from or incident to criminality, civil unrest, insurrection, terrorism, aggression, or war.

11.2 Such events include, by way of illustration and not limitation, large-scale civil disturbances, acts of terrorism, regional or global conflicts or hostilities, disruptions to global shipping lanes or energy transit routes, and cyber or hybrid warfare targeting governmental, financial, or commercial systems.

11.3 Company’s performance shall be excused to the extent and for the duration such events render performance impossible, commercially impracticable, or materially impaired, and Company shall have no liability for any resulting damages, losses, or interruptions.

ARTICLE 12 – ASSIGNMENT AND CORPORATE TRANSACTION

12.1 Company may assign this Agreement without End User’s consent or notice.

12.2 User Data and other information may be transferred by Company in connection with a merger, asset sale, financing, acquisition, restructuring, or other corporate transaction without additional End User consent or notice, subject to applicable law.

ARTICLE 13 – NO SETOFF

13.1 End User may not withhold, offset, deduct, recoup, or abate any payment owed under this Agreement.

ARTICLE 14 – NON-RELIANCE

14.1 End User acknowledges that it has not relied upon any statement, representation, projection, marketing statement, uptime claim, future development plan, or other information not expressly set forth in this Agreement, including any information provided by or through the Platform.

ARTICLE 15 – NO FIDUCIARY DUTY

15.1 Company is not a fiduciary, advisor, compliance monitor, trustee, or custodian for End User.

ARTICLE 16 – NO THIRD-PARTY BENEFICIARIES; NON-PRECEDENTIAL WAIVER

16.1 Except for Company’s affiliates, successors, assigns, and expressly designated indemnified parties, this Agreement is solely for the benefit of Company and End User and shall not confer any rights or remedies upon any third party. Any attempted assertion of rights by any unauthorized third party under this Agreement shall be void ab initio.

16.2 The failure, delay, or election by Company to exercise, enforce, or rely upon any right, remedy, power, or provision of this Agreement, or any instance in which Company permits, tolerates, or does not object to conduct by End User that would otherwise constitute a breach of this Agreement, shall not constitute, and shall not be deemed to constitute, a waiver of any such right, remedy, power, or provision.

16.3 Any waiver by Company must be set forth in a written instrument expressly identified as a “Waiver” and executed by an authorized officer of Company.

16.4 Any such waiver shall be strictly limited to the specific instance and specific facts for which it is granted and shall not operate as a waiver of any prior, concurrent, or subsequent breach, whether of the same or any other provision.

16.5 No course of dealing, course of performance, trade usage, or prior conduct, including one or more instances in which Company acts contrary to its rights or refrains from enforcement, shall create any obligation, estoppel, modification, or continuing waiver, nor shall it be deemed to establish any precedent binding upon Company.

16.6 Company expressly reserves all rights, remedies, and defenses under this Agreement and applicable law notwithstanding any past or isolated conduct.

ARTICLE 17 – SURVIVAL

17.1 Upon termination or expiration of this Agreement for any reason, Company shall have no further obligations of any kind under this Agreement, and all rights and licenses granted to End User shall immediately cease.

17.2 End User shall remain fully bound by, and Company shall retain the continuing right to enforce, all provisions that by their nature survive termination or expiration, including without limitation Sections 1, 2.2, 2.3, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20, together with all related subsections and any other provisions which by their nature are intended to survive, including without limitation all provisions relating to payment obligations, restrictions, trade secrets, intellectual property, confidentiality, indemnification, limitations of liability, disclaimers, dispute resolution, audit rights, enforcement rights, and equitable remedies.

17.3 Without limiting the foregoing, all provisions intended to protect Company’s intellectual property, trade secrets, confidential information, payment rights, collection rights, guaranty rights, indemnification rights, audit rights, equitable rights, dispute resolution rights, and enforcement rights shall survive indefinitely to the fullest extent permitted by law.

ARTICLE 18 – SEVERABILITY

18.1 If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary so that the intent and remainder of this Agreement remain effective and as congruent as possible with the original intent.

ARTICLE 19 – ENTIRE AGREEMENT

19.1 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, discussions, representations, and agreements relating thereto.

19.2 As used in this Agreement, “or” shall mean and/or where the context reasonably permits.

ARTICLE 20 – ELECTRONIC SIGNATURES

20.1 Electronic signatures are binding and enforceable.

20.2 An electronic copy, scanned copy, PDF copy, facsimile copy, or other reproduction of this Agreement shall be as enforceable as the original.

20.3 Company may require End User and any Guarantor, from time to time, to execute updated versions of this Agreement or guaranty documents, and such updated versions shall govern as applicable upon execution or other assent authorized by Company.