Guidebook Customer Terms of Service

Last Updated Date: May 29, 2024

PLEASE READ THESE TERMS CAREFULLY.

Our Customer Terms of Service is a contract that governs our customers' use of the Guidebook services. It consists of the following documents:
• Data Processing Agreement (DPA): This explains how we process your data.
• Your Order Form is the Guidebook-approved form created following your purchase of one of our products or services through our online payment process. It contains all of the details about your purchase, including your subscription term, products and services purchased and your fees.

We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Guidebook Platform or receiving the Professional Services, you are agreeing to these terms. We update these terms from time to time.

1.     Definitions.

• "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control
  with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or
  control of more than 50% of the voting interests of the subject entity.
  ‍
  "Agreement" or “Customer Terms of Service” means these terms and all materials referred or linked to in
  here, unless otherwise stated.
  ‍
  "Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated
  from time to time and which may include payment through your account with a third party.
  ‍
  “Confidential Information” means all confidential information disclosed by a party or its Affiliates ("Disclosing
  Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential
  or a reasonable person would consider confidential. Confidential Information includes all information
  concerning: the Disclosing Party's customers and potential customers, past, present or proposed products,
  marketing plans, engineering and other designs, technical data, business plans, business opportunities,
  finances, research, development, and the terms and conditions of this Agreement. Confidential Information
  does not include any information that (i) is or becomes generally known to the public without breach of any
  obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the
  Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third
  party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed
  by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential
  Information under this Agreement regardless of whether or not it is designated as confidential.
  ‍
  "Contact Information" means the name, email address, phone number, and similar information submitted
  by End Users to your Guides on the Guidebook Platform.
  ‍
  "Customer Data" means all information that you or your Users submit, upload, or collect via the Guidebook
  Platform or make available to Guidebook in the course of the services. Customer Data does not include
  Guidebook Content. Customer Data includes End User Data.
  ‍
  "Customer Materials" means all materials that you provide or post, upload, input or submit for public display
  through the Guidebook Platform.
  ‍
  “DPA” means the Guidebook Data Processing Agreement.
  ‍
  "End User" means a single individual (other than a User) who uses Customer’s Guides (e.g., an event
  attendee using Customer’s Guide) and whose Contact Information is stored in the Guidebook Platform.“End User Data” means data (other than Customer Data) related to an End User’s download and/or use of
  Customer’s Guides that is collected, inferred, created, stored, processed, transmitted, accessed, or used
  by Guidebook.
  ‍
  “Guide” refers to an interactive mobile guide that the Guidebook Platform enables its Customer to create
  and manage. These Guides are used for a wide range of purposes, such as events, corporate meetings,
  university campus activities, and many other use cases. The Guides serve to provide information, facilitate
  engagement, and enhance the user experience for attendees and participants.
  ‍
  "Guidebook Content" means all information, data, text, messages, software, documentation, sound, video,
  photographs, graphics, images, and tags that we incorporate into the Guidebook Platform or Professional
  Services.
  ‍
  "Guidebook Platform" means our software-as-a-service platform that enables Users to create and publish
  Guides for use on mobile and other web-enabled devices.
  ‍
  "Order" or "Order Form" means the Guidebook-approved form or online subscription process by which you
  agree to subscribe to the Guidebook Platform and purchase Professional Services.
  ‍
  “Personal Data” means any information relating to an identified or identifiable individual where (i) such
  information is contained within Customer Data and (ii) is protected as personal data, personal information,
  or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
  "Privacy Policy" means the Guidebook Privacy Policy available at https://guidebook.com/privacy, as
  updated by us from time to time.
  ‍
  “Professional Services” means any implementation, custom configuration, training, or Professional Services
  relating to the Guidebook Platform or Guides, as specified in an Order or otherwise agreed by the parties,
  which may include assistance creating or deploying Guides, onsite support at an event or venue, the
  generation of Guide outlines, or customizations beyond the standard features available in the Guidebook
  Platform.
  ‍
  "Subscription Fee" means the amount you pay for the Guidebook Platform.
  "Subscription Term" means the term of your subscription to the Guidebook Platform, as specified on your
  Order Form(s).
  ‍
  "User" means your employees, representatives, consultants, contractors or agents who are authorized to
  use the Guidebook Platform for your benefit and have unique user identifications and passwords for the
  Guidebook Platform.
  ‍
  "Guidebook", "we", "us" or “our” means the Guidebook, Inc.
  "You", "your" or “Customer” means the person or entity using the Guidebook Platform or receiving the
  Professional Services and identified in the applicable account record, billing statement, online subscription
  process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

2.     USE OF SERVICES

• 2. 1. Access. During the Subscription Term, we will provide your Users access to use the GuidebookPlatform as described in this Agreement and the applicable Order. This includes the right, as part ofyour authorized use of the Guidebook Platform, to download and use the software associated with theGuidebook Platform. The rights granted to you in this Section 2.1 are non-exclusive, non-sublicensableand non-transferable.
  You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Guidebook Platform to your Affiliate's Users or allow them to receive the Professional Services purchased under an Order; provided that, all such access, use and receipt by your Affiliate's Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates' compliance with the Agreement.
• 2. 2. Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of the Guidebook Platform; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Guidebook Platform to a third party; (c) use the Guidebook Platform for the benefit of any third party; (d) incorporate any Guidebook Platform into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Guidebook Platform intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Guidebook Platform, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Guidebook Platform; (h) use the Guidebook Platform for competitive analysis or to build competitive products; or (i) encourage or assist any third party to do any of the foregoing.
• 2. 3. Limits. The limits that apply to you will be specified in your Order Form or this Agreement. These limits include the maximum number of Guides permitted for publication by a Customer. All Guides are non-transferable.
  If you exceed the number of published Guides allowed by your purchase, we will inform you. After receiving this notification, you have thirty (30) days to reduce the number of published Guides to the allowed limit. If you don't comply within this timeframe, you will be charged for the extra Guides at our standard rate for such overages.
  Please note that if you don't use all your allocated Guides in a subscription period, you can't carry over the unused amount to the next period. For instance, if your purchase allows for three Guides in aSubscription Term and you only publish one, you won't have five Guides available in the next term should you renew—you'll still be limited to three
• 2. 4. Additional Terms for Professional Services. You may purchase Professional Services by placing anOrder with us. Fees for these Professional Services are in addition to your Subscription Fee. To realize the full value of the Professional Services, your participation and effort are needed.
  If there are deliverables included in the Professional Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”).
  Upon mutual agreement, we may extend the Delivery Period to allow us to complete such ProfessionalServices, if the Professional Services provided are not complete at the end of the Delivery Period by either your inability to provide the necessary resources or to perform your obligations, or our inability to provide the necessary resources or to perform your obligations.
  In the event that we are to publish the Client's Guides via any third-party application market places, including but not limited to the Apple App Store or Google Play Store ("Third-Party Marketplaces"), theClient shall, upon Guidebook's request, grant Guidebook access to the Client's developer accounts for such marketplaces. Guidebook shall utilize such access exclusively for the purpose of publishing theClient's Guides on behalf of the Client and in adherence to the terms of this Agreement. Guidebook expressly disclaims any liability for the removal, alteration, or deletion of any Guides by any Third-PartyMarketplaces. Should the Third-Party Marketplaces prohibit the publication of any Guides, whether by the Client or by Guidebook on the Client's behalf, no refunds or other forms of compensation shall be due to the Client.In the provision of Professional Services that involve interaction with software owned by a third party, the Client represents and warrants that it possesses all necessary legal rights and permissions to authorize Guidebook to perform such services in relation to the third-party software.

3.     FEES

• 3. 1. Subscription Fees. The Subscription Fee will remain fixed during the term of your subscription unless(i) you exceed your applicable limits (see the ‘Limits’ section above), (ii) you subscribe to additional features or services, or (iii) otherwise agreed to in your Order.
• 3. 2. Payment of Fees. If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
  In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the 'Suspension' section or terminate your account in accordance with the 'Termination for Cause' section if we remain unable to successfully charge a valid Authorized Payment Method.
• 3. 3. Payment Against Invoice. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the fees are payable during the Subscription Term.
• 3. 4. Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.
  Changes may be made on your Billing Page within your Guidebook account. You authorize Guidebook to continue to charge your Authorized Payment Method for applicable fees during your SubscriptionTerm and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in thisAgreement. All fees are due and payable in advance throughout the Subscription Term.
• 3. 5. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any national, state, or local sales, use, value added or other tax, tariff, duty, or assessment levied or imposed by the United States, or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon Guidebook’s income.Customer must pay directly, or reimburse Guidebook for the amount of such sales, use, value added or other tax, tariff, duty, or assessment which Guidebook is at any time obligated to pay or collect.

4.     TERM AND TERMINATION

• 4. 1. Term. Your Subscription Term will be specified in your Order. If there are no active Orders, either partymay terminate this Agreement upon thirty (30) days’ prior written notice to the other party.
• 4.   2. Early Cancellation. You may choose to cancel your subscription early at your convenience providedthat, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptlypay all unpaid fees due through the end of your Subscription Term.
• 4.   3. Termination for Cause. Either party may terminate this Agreement for cause, as to the GuidebookPlatform: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. Either party may terminate this Agreement, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
• 4.     4. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due.Unless the full amount has been paid, we may suspend your access to the Guidebook Platform ten(10) days after such notice. We will not suspend the Guidebook Platform while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
• 4. 5.  Feedback. If Customer gives Guidebook feedback, comments, or suggestions concerning the Guidebook Platform, Services, or Professional Services (collectively, “Feedback”), Customer hereby assigns to Guidebook all right, title, and interest in and to the Feedback, and Guidebook is free to use the Feedback without payment, attribution, or restriction.
• 4. 6. Usage Data. Guidebook may collect and analyze Usage Data and other information relating to the provision, use, and performance of various aspects of the Guidebook Platform and related systems and technologies (including information provided by third-party analytical tools). Guidebook may analyze, copy, process, collect, use, disclose, and reproduce Usage Data for any purpose, including to improve the Guidebook Platform, Services, or Professional Services.
• 4. 7.     End User Data. End Users may be required to create their own Guidebook user accounts to use Customer’s Guides and the guides of other Guidebook customers, under a separate contractual relationship between Guidebook and the End User. Guidebook may share End User Data with Customer. Customer may only use End User Data in accordance with Data Privacy Laws, as authorized by Guidebook, and consistent with Guidebook’s privacy policy (available at https://www.guidebook.com/privacy/). Customer may only use End User Data in compliance with Applicable Law. Customer will maintain a privacy policy that accurately explains Customer’s use of End User Data, and Customer will not share End User Data with any third party without Guidebook’s express written approval in each instance.

5.    CUSTOMER DATA

• • 5. (1)      Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and CustomerData. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data.You grant permission to us to use the Customer Materials and Customer Data only as necessary to provide the Guidebook Platform and Professional Services to you and as otherwise permitted by thisAgreement. If you are using the Guidebook Platform or receiving Professional Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
  • 5. (2)     Limits on Guidebook. We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the GuidebookPlatform and Professional Services to you and only as permitted by applicable law and this Agreement.
  • 5. (3)     Usage Data. We may collect information about you and your Users when you interact with theSubscription Service as permitted by the Agreement.
  • 5. (4)     Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will processPersonal Data on your behalf in connection with the Guidebook Platform provided to you under thisAgreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures in Annex2 of our DPA.
  • 5. (5)     Retention, Deletion and Retrieval of Customer Data. If you make a written request within thirty (30)days after termination or expiration of your subscription, we will provide you with temporary access to the Guidebook Platform to retrieve, or we will provide you with copies of, all Customer Data then in our control. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data. We will delete all Customer Data in our systems or otherwise in our control unless (i) we are legally prohibited or (ii) save as set out in the ‘Deletion orReturn of Personal Data’ section of the DPA, then such Personal Data will be Processed in accordance with our DPA

6.     INTELLECTUAL PROPERTY

• 6.     1. This is an agreement for access to and use of the Guidebook Platform, and you are not granted alicense to any software by this Agreement. We retain all intellectual property rights to the GuidebookContent, the Guidebook Platform, the Professional Services, and any other products or services provided under this Agreement.
• 6.     2. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Customer Marks”) solely as necessary to create and publish the Guides as contemplated under this Agreement.
• 6.     3. We encourage all customers to comment on the Guidebook Platform or Professional Services and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Guidebook Platform orProfessional Services, without payment or attribution to you.

7.   CONFIDENTIALITY

• 7.     1. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some elements of the Guidebook Platform), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who
  have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein
• 7.     2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do sounder any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.

8.   PUBLICITY

• You grant us the right to add your name and company logo to our customer list and website.

9.   INDEMNIFICATION

• 9.     1. Mutual General Indemnity. For purposes of this mutual general indemnity, each Party (Guidebook andCustomer) are an Indemnifying Party and conversely an Indemnified Party in relation to each other.Each Indemnifying Party will indemnify, defend, and hold each Indemnified Party harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, against the Indemnified Party to the extent such directly relates to (i) a material breach of this Agreement by the Indemnifying Party, or (ii) acts or omissions of gross negligence, willful misconduct, or fraud of the Indemnifying Party.
• 9.    2. Guidebook Infringement Indemnity. Guidebook, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, against Customer to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Customer by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark byway of Customer's use of the Guidebook Platform that Guidebook provides to Customer under thisAgreement, or our use of Customer Data in violation of this Agreement.
• 9.     3. Customer Infringement Indemnity. Customer, at its expense, will defend, indemnify, and hold Guidebook harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally
  awarded by a court of competent jurisdiction, against Guidebook which relate to a claim, action, lawsuit, or proceeding made or brought against Guidebook by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark by way of Guidebook's use of any Customer Data, Customer Marks, or other information or materials provided by Customer in connection with this Agreement.

9.   4. The Indemnifying Party's obligations under this Section will be subject to the Indemnified Party providing the Indemnifying Party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at theIndemnifying Party's sole cost and expense), and granting the Indemnifying Party control over the defense and settlement of the same. The Indemnifying Party will have the right to consent to any settlement or judgment that is binding upon the Indemnifying Party.

9.   5. In the event a court of competent jurisdiction makes a determination that the Guidebook Platform infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or trademark, or if Guidebook determines that the Guidebook Platform likely infringes or otherwise violates such third party's foregoing intellectual property rights, Guidebook, at its sole option and expense, will:(a) modify the allegedly infringing or violating portion of the Guidebook Platform so as to make it non-infringing and non-violating; (b) replace the allegedly infringing or violating Guidebook Platform, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (c) obtain the right for Customer to continue using the allegedly infringing or violating portion of the Guidebook Platform; or (d) revoke the license to the allegedly infringing or violatingGuidebook Platform and provide a pro rata refund to Customer for all fees prepaid for the GuidebookPlatform and not yet earned by Guidebook.

10.   WARRANIES AND DISCLAIMERS

• 10.     1. Mutual Warranty. Each Party warrants and represents that it has the authority to execute, deliver, and perform its obligations under this Agreement, having obtained all required Board of Directors' or other consents, and is duly organized or formed, and validly existing and in good standing under the laws of the state of its incorporation or formation.
• 10. 2.    Performance Warranty. We warrant that: (i) the Guidebook Platform and Professional Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Guidebook Platform.
  ‍
  In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Guidebook Platform after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.
  
  We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Guidebook Platform with any hardware, software, equipment, or data not provided by us, (ii) modification of the Guidebook Platform by anyone other than us, or modification of the Guidebook Platform by us in accordance with specifications or instructions that you provided, or (iii) use of the Guidebook Platform in violation of or outside the scope of this Agreement.
  
  THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
• 10.     3. Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘WARRANTIES AND DISCLAIMERS’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY,
  TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE GUIDEBOOK PLATFORM, DATA SYNCHED TO OR MADE AVAILABLE FROM THE GUIDEBOOK PLATFORM, GUIDEBOOK CONTENT, OR THE PROFESSIONAL SERVICES FOR ANY PURPOSE. TO THE EXTENT
  PERMITTED BY LAW, THE GUIDEBOOK PLATFORM, GUIDEBOOK CONTENT AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE GUIDEBOOK PLATFORM AND THE PROFESSIONAL SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
  INFRINGEMENT.

11.    LIMITATION OF LIABILITY

• 11. 1. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
• 11. 2. Limitation of Liability. EXCEPT FOR EITHER PARTY’S LIABILITY ARISING UNDER THE‘INDEMNIFICATION’ SECTION, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TOTHE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE GUIDEBOOK PLATFORM IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
• 11. 3. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE GUIDEBOOK PLATFORM TO YOU.

12.    MISCELLANEOUS

• 12. 1. Disputes and Arbitration. The Parties agree that any dispute arising in connection with the interpretation of this Agreement, the performance of either Party under this Agreement, or otherwise relating to this Agreement will be treated in accordance with the procedures set forth in this Section, prior to the resort by either Party to arbitration or litigation in connection with such dispute. Such
  procedure will be invoked by either Party presenting to the other a Notice of Request for Resolution of Dispute (a "Notice") identifying the issues in dispute sought to be addressed hereunder. A telephone or personal conference of the executives representing each party will be held within ten (10) business days after the delivery of the Notice. In the event that the telephone or personal conference between these executives does not take place or does not resolve the dispute, either Party may refer the dispute to binding arbitration pursuant to the arbitration provisions set forth below.
  
  All claims or disputes between the Parties arising out of or relating to this Agreement will be decided by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association
  currently in effect and in accordance with Title 9 of the United States Code, unless the Parties mutually agree otherwise in writing. Notice of the demand for arbitration must be filed, in writing, with the other Party and must be made within a reasonable time after the dispute has arisen. All statutes of limitation, which would otherwise be applicable in a judicial action brought by a Party, will apply to any arbitration or reference proceeding hereunder. The arbitration will be decided by a panel of three (3) arbitrators selected under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be initiated in San Francisco, California. Said arbitration will occur within thirty (30) consecutive days after the Party demanding arbitration delivers the written demand on the other Party, unless the Parties mutually agree otherwise in writing. The award rendered by the arbitrators will be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction there of. Except by written consent of the Parties, no arbitration arising out of or relating to this Agreement may include, by consolidation, joinder or in any other manner, any person or entity not a party to the Agreement under which such arbitration arises. The arbitration agreement herein among the Parties will be specifically enforceable under applicable law in any court having jurisdiction thereof. Neither Party will appeal such award nor seek review, modification, or vacation of such award in any court or regulatory agency.
  
  The arbitrators will award to the prevailing Party, if any, as determined by the arbitrators, all of its Costs and Fees. "Costs and Fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses (such as copying and telephone), court costs, witness fees, and attorneys' fees.
• 12. 2. Governing Law and Jurisdiction. Where the arbitration provisions of this Agreement are inapplicable, this Agreement will be governed by and construed in accordance with the laws of theState of California, without reference to conflict of laws principles. The Parties agree that any legal action brought under or in conjunction with this Agreement will be brought in a federal or state court of appropriate jurisdiction in the State of California and venue will be proper in that court.
• 12. 3. Amendment; No Waiver. This Agreement may not be amended except in a writing executed by authorized representatives of Guidebook and Customer. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
• 12. 4. Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party.Each party will use reasonable efforts to mitigate the effect of a force majeure event.
• 12. 5. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
• 12. 6. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
• 12. 7. Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Guidebook Platform and the Professional Services. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
  
  You will not directly or indirectly export, re-export, or transfer the Guidebook Platform or ProfessionalServices to prohibited countries or individuals or permit use of the Guidebook Platform or ProfessionalServices by prohibited countries or individuals
• 12. 8. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
• 12. 9. Notices. To Guidebook: Notice will be sent to the contact address set forth below, and will be deemed delivered as of the date of actual receipt, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
  
  Guidebook, Inc.584 Castro Street,
  #2128, San Francisco, CA 94114
  Email: support@guidebook.com
  Attn: Legal
  ‍
  To you: your address as provided in the Order. We may give electronic notices by general notice viathe Guidebook Platform and may give electronic notices specific to you by email to your e-mailaddress(es) on record in our account information for you. We may give notice to you by telephone callsto the telephone numbers on record in our account information for you. You must keep all of youraccount information current.
• 12. 10. Entire Agreement. This Agreement (including each Order), along with our Privacy Policy is the entire agreement between us for the Guidebook Platform and Professional Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Guidebook Platform or dependent on anyoral or written comments made by us regarding future functionality or features of the GuidebookPlatform
• 12. 11. Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
• 12. 12. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended toor will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
• 12. 13. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the UniformComputer Information Transaction Act (UCITA), or any substantially similar legislation as may been acted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
• 12. 14. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
• 12. 15. Survival. The following sections will survive the expiration or termination of this Agreement:‘Definitions,’ ‘Fees,’ ‘Restrictions,’ ‘Early Cancellation,’ ‘Termination for Cause,’ ‘Effect of Termination or Expiration,’ ‘Intellectual Property,’ ‘Customer’s Proprietary Rights,’ ‘Confidentiality,’ ‘Publicity,’‘Indemnification,’ ‘Disclaimers and Warranties,’ ‘Limitations of Liability,’ and ‘Miscellaneous.’Additionally, the ‘Retrieval of Customer Data’ sections will survive expiration or termination of thisAgreement.
• 12. 16. Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.
• 12. 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed an original and all of which will constitute the same instrument.

[End of Master Subscription Agreement]