Guidebook Terms of Service
Initial Posting: April 25, 2011
Effective Date: May 25, 2018
Last Updated Date: May 21, 2018
AS DESCRIBED BELOW, THESE TERMS OF SERVICE PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. YOU CAN OPT-OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING SUPPORT@GUIDEBOOK.COM WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS AND STATING THAT YOU (INCLUDE YOUR FIRST AND LAST NAME) DECLINE THIS ARBITRATION AGREEMENT.
Guidebook reserves the right to update and change the Terms of Service from time to time without notice; provided, however, that Guidebook will provide you with prior notice of any material changes. Your continued use of the Service after the modification of these Terms of Service means that you accept all such changes. These Terms of Service were last modified as of the date indicated above. Any new features that change the current Service, including the release of new tools and resources, shall be subject to these Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time here: https://guidebook.com/terms/.
Violation of any of the terms below may result in the termination of your Guide and your Account (as defined below) without notice. You agree to use the Service at your own risk and subject to the terms set forth below. In addition, when using certain Services, you may be subject to additional terms applicable to such Services (the “Additional Terms”). All such terms are hereby incorporated by reference into the Terms of Service. Where there’s a conflict between these Terms of Service and the Additional Terms, the Additional Terms will control.
If you are agreeing to be bound by the Terms of Service on behalf of an individual, company, organization, or other legal entity (each, an “Organization”), you represent and warrant that (i) you have the legal authority to bind such Organization to these Terms of Service as its authorized representative, and (ii) you agree to be bound by these Terms of Service on behalf of such Organization; in which case the terms “you” or “Client” will refer to such Organization as well as you. If you do not have such authority or if the Organization that you represent does not agree with these Terms of Service, you must not accept these Terms of Service, open an Account, or use or access the Service.
1. Account Terms
Use of the Service
- You must be at least 18 years or older to use this Service. You must also be 18 years or older to open an account (“Account”). You represent and warrant that you are at least 18 years of age and that you have not been previously suspended or removed from the Service. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY GUIDEBOOK. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.
- You must be a human or a human authorized representative of an entity. Accounts registered by ‘bots’ or other automated methods are not permitted.
Creating an Account
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- You warrant that all information you provide to us when registering an Account is true and accurate to the best of your knowledge and belief. You must ensure the information in your Account is updated regularly with any relevant changes.
- You are solely responsible for maintaining the security of your Account login details and password. You are responsible for all activities that occur under your Account and must notify us immediately of any unauthorized use of which you become aware. Guidebook cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws (including but not limited to copyright and privacy laws).
- We reserve the right in our absolute discretion to refuse to register an Account for any given prospective user.
Purchasing Subscriptions, Customer Support, Payment, and Returns
- Guidebook offers different levels of subscriptions for purchase by users who would like to build and publish Guides using the Service, as further described at https://guidebook.com/features/ (each a “Subscription”).
- Once payment has been received or an agreement for Services is signed, Guidebook does not offer returns or refunds to Clients. If you believe you deserve a credit to your Account (applicable towards future purchases), you may make an inquiry by emailing email@example.com.
- The fees applicable for the Subscriptions (“Fees”) are available on the Site https://guidebook.com/pricing/ and/or in our then-current published price list. The price stated for the Subscriptions excludes all taxes and charges (including VAT), unless stated otherwise. You are responsible for any taxes and for all other charges incidental to purchasing a Subscription. You will pay the Fees in the currency we quoted for your account. We reserve the right to change the quoted currency at any time.
- We’ll notify you through the Service if we change the pricing of the Subscriptions. If there’s a specific length and price for your Subscription already in effect, that price will remain in force for that time. After the Subscription term ends, your use of the Service will be charged at the then-current price. If you do not agree to these changes and you opted in for automatic renewal, you must cancel and stop using the Service via the web interface https://builder.guidebook.com/ or by email to firstname.lastname@example.org at least 30 days before the end of the relevant Subscription term. If you cancel or you did not opt in for automatic renewal, your Service ends at the end of your current Subscription term. If you fail to cancel in accordance with these Terms of Service and you opted in for automatic renewal, we will automatically renew the Subscription at the then-current price and for the same Subscription term and will charge your credit card on file with us on the first day of the renewal of the Subscription term.
Cancellation and Termination of Account
- You are solely responsible for properly canceling your Account. Account cancellation requests must be done either through the web interface https://builder.guidebook.com/ or submitted in writing by email to email@example.com. Cancellations by phone or sent to any other email address will not be considered valid.
- You acknowledge that we have no obligation to retain your Guide or your Content (as defined below) upon cancellation and we may irretrievably delete and destroy your Guide and all of your Content upon or after cancellation.
- Guidebook, in its sole discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Service, or any other Guidebook service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the deletion of all Content (as defined below) in your Account.
- Guidebook reserves the right to refuse service to anyone for any reason at any time.
- Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Guidebook customer, employee, member, or officer will result in immediate Account termination.
- No cancellation or termination will entitle you to any Fees you have paid us, or in any way impact your obligation to pay us Fees that you already owe us.
2. Modifications to the Service
Guidebook reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
From time to time, Guidebook may issue an update to the Service, which may add, modify, and/or remove features. These updates may be pushed out automatically with little or no notice.
- You alone are responsible for all data, information, or material created in or uploaded to the Service (“Content”) and activity that occurs under your Account (even when Content is posted by others who have access to your Account). By posting or publishing User Content, you affirm, represent, and warrant that: (i) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Guidebook and other Guidebook Users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Guidebook, the Services, and these Terms; and (ii) Your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person or organization; or (C) cause Guidebook to violate any law or regulation.
- We claim no intellectual property rights over your Content. Your profile and materials uploaded by you remain yours. However, by using the Service to create your Guide and subject to your privacy settings, you hereby (i) agree to allow others to view and share your Content and Guide and (ii) grant and will grant Guidebook and its affiliated companies and agents a non-exclusive, world-wide, royalty-free, fully paid up, transferable, sub-licensable license to copy, display, transmit, distribute, perform, communicate to the public, store, modify and otherwise use your Content and Guide in connection with the operation of the Service, in any form, medium or technology now known or later developed. Notwithstanding the foregoing, if you delete any of your Content using the functionality provided in the Service, your Content will not be viewable to third parties, but may remain on Guidebook’s servers. If you would like us to delete the Content or the Guide from our servers, please contact firstname.lastname@example.org.
- You must not submit Content: (i) that is unlawful, threatening, abusive, libelous, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party; (ii) that contains any viruses and/or other code that has contaminating or destructive elements; or (iii) impersonates or misrepresents an affiliation with any person or entity.
- Guidebook does not pre-screen or actively moderate Content, but Guidebook and its designees reserve the right (but not the obligation) in their sole discretion to refuse, edit, modify or remove any Content that is available via the Service. If you have any complaints regarding another user’s Content or Guide, please contact email@example.com.
- Specifically, we may, but have no obligation to, remove and/or modify Content and/or terminate Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any third party’s intellectual property or these Terms of Service. If you are building your Guide on your own, please note that once you’ve finished configuring your Guide, it will take about 1 week on average before your Guide is published; provided, however, that Guidebook makes no guarantees as to how long this process may take for your Guide(s). If you have purchased the option to have your own App in the App Store and Google Play, please note that the timing to finish configuration and publication of your App will vary depending on your responsiveness, and the responsiveness of certain third parties. For example, to configure and publish an App on your behalf, Guidebook will require you to take certain actions and provide certain information including, create an Apple ID, apply for a DUNS number (this typically takes 1-2 weeks), apply for an Apple develop account and approval of Apple developer account (this typically takes 1-4 weeks), invite Guidebook as iTunes connect developer and developer account admin, etc. Guidebook will provide instructions to guide you through this process. If you have any questions about the publication process for your Guide, please contact firstname.lastname@example.org.
- You must not (i) upload, post, host, or transmit unsolicited email, SMSs, or ‘spam’ messages or (ii) transmit any worms or viruses or any code of a destructive nature.
- The Site, Guidebook App and the Service, including their ‘look and feel’ are protected by copyright, trademark, and other intellectual property laws worldwide. You acknowledge and agree that Guidebook (and/or its licensors) exclusively owns all right, title and interest in and to Guidebook App, the Site and the Service, all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, trademarks, database rights and any other intellectual property rights anywhere in the world (collectively, “IP Rights”). Without limiting the foregoing, you may not duplicate, copy, or reuse any portion of Guidebook App, the Site or the Service without express written permission from Guidebook.
- You agree not to create a derivative work of, reproduce, duplicate, copy, (except to the extent permitted by law notwithstanding any contractual prohibition) reverse engineer, reverse assembly, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Guidebook. Any rights not expressly granted herein are reserved.
- You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, or any other Guidebook service.
- Nothing in these Terms of Service, the Site, the Guidebook App or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Guidebook logos or trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of Guidebook trademarks will inure to our exclusive benefit.
- To the extent that you give us feedback, comments, or suggestions concerning the Service (collectively, “Feedback”), you acknowledge and agree that all Feedback is Guidebook’s sole and exclusive property, and you hereby irrevocably transfer and assign to and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to the Feedback, including all IP Rights therein. To the extent that the foregoing assignment is ineffective for whatever reason, you agree to grant and hereby grants to Guidebook a non-exclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining our IP Rights in and other legal protections for the Feedback.
Third Party Content
- You acknowledge that under no circumstances will Guidebook be liable in any way for any Content posted by third parties.
Guidebook respects the intellectual property rights of others and expects its Clients to do the same. Guidebook’s intellectual property policy is to remove or disable access to material Guidebook believes in good faith, upon notice from an intellectual property owner or its agent, is infringing the intellectual property of a third party by being made available on a Guide. In appropriate circumstances and at our discretion, we will disable and/or terminate the Accounts of Clients who are “repeat infringers.” Guidebook considers a “repeat infringer” to be any Client that has uploaded Content to or through the Service and for whom Guidebook has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such Content. Guidebook has discretion, however, to terminate the Account of any user after receipt of a single notification of claimed infringement or upon Guidebook’s own determination.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any content made available in connection with the Services infringes an intellectual property right you own or control, you (or your agent) may send us a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Guidebook may share your Notification of Claimed Infringement with the user alleged to have infringed a right you own or control, and you consent to Guidebook making such disclosure. Your communication must include substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
- Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
- Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Guidebook to locate the material;
- Information reasonably sufficient to permit Guidebook to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
Notifications of Claim Infringement with respect to the Services should be sent to Guidebook’s designated agent (the “Designated Agent”) at:
By U.S. Mail:
340 Bryant Street STE 400, San Francisco, CA 94107
Attn: Guidebook DMCA Agent
The Copyright Act provides that:
[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Guidebook] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
17 U.S.C. § 512(f).
Guidebook reserves the right to seek damages from any party that submits a notification under this Section in violation of the law.
6. General Conditions
Your Responsibilities. You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you expressly agree that you will not (and you agree not to allow or assist any third party to):
- modify, alter, reproduce, or distribute the Service;
- rent, lease, lend, sell, redistribute, or sublicense the Service;
- attempt to disable or circumvent any security or other technological measure designed to protect the Service or any content available through the Service;
- remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Service or in or on any content or other material obtained through the Service or the use of the Service;
- create user accounts by automated means or under false or fraudulent pretenses;
- use any robot, spider, screen or database scraper, site search or retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Service;
- probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
- reformat, mirror, or frame any portion of the web pages that are part of the Service;
- transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
- harvest or collect information about other users without their prior written consent;
- otherwise engage in activities that could violate the privacy rights of others;
- harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including Guidebook employees and other users;
- create a new account with Guidebook, without Guidebook’s express written consent, if Guidebook previously disabled an account of yours;
- violate any applicable federal, state or local laws, regulations or these Terms of Service; nor
- use or access the Service to build a competing service. We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms of Service.
Nothing in the Terms of Service will prevent us from complying with the law.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. GUIDEBOOK EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, GUIDEBOOK APP, SERVICES, CONTENT AND USER SUBMISSIONS, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.
YOU UNDERSTAND THAT GUIDEBOOK USES THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO RUN THE SERVICE.
GUIDEBOOK DOES NOT WARRANT THAT (I) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
Hyperlinks to Third Party Websites
The software you download consists of a package of components, including certain third-party software (“Third-Party Software”) provided under separate license terms (the “Third Party Terms”). Your use of the Third-Party Software in conjunction with the Service in a manner consistent with the terms of these Terms of Service is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in these Terms of Service is intended to impose further restrictions on your use of the Third-Party Software.
Events and Interactions
Your correspondence, dealings and other interactions with organizations and/or individuals found on or through the Service, including promotion and/or attendance at any event, electronic or personal communications, posting of Content, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline communication with any of these third parties or attending any event posted or promoted through the Service or publicly distributed on the Internet. You agree that Guidebook shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or your attendance at any such event.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GUIDEBOOK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GUIDEBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (V) OR ANY OTHER MATTER RELATING TO THE SERVICE.
THE MAXIMUM AGGREGATE LIABILITY OF GUIDEBOOK (WHETHER ARISING IN CONTRACT, TORT OR IN ANY OTHER WAY) UNDER OR IN CONNECTION WITH THIS TERMS OF SERVICE OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE LESSER OF A) FEES PAID TO GUIDEBOOK BY THE CLIENT DURING THE 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY OR B) $500 USD.
You agree to defend, indemnify, and hold Guidebook, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal fees and costs, arising out of or in any way connected with (i) your access to or use of the Site, Guidebook App or the Service, (ii) our use of your Content in accordance with these Terms of Service; (iii) your violation of these Terms of Service; (iv) our use, reproduction, or modification of the Marks or (v) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right by you or your Content.
No Waiver; Entire Agreement; Severability
By using the Site and the Services or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Site or the Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Site or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at email@example.com.
Special Notice for International Use
Arbitration, Class Waiver, and Waiver of Jury Trial
Mandatory Arbitration. Please read this carefully. YOU AND GUIDEBOOK AND EACH OF OUR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, PERMITTED ASSIGNS, AND ANY OTHER PARTIES ON WHOSE BEHALF YOU ARE ACCESSING THE SERVICE AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit https://www.adr.org/ for more information about arbitration.
Commencing Arbitration. A party intending to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address, via any other method available, including via e-mail. The Notice to Guidebook should be addressed to Guidebook Inc., 340 Bryant Street STE 340, San Francisco, CA 94107, Attn: Chief Executive Officer (the “Arbitration Notice Address”). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If you and Guidebook do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Guidebook may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) WILL ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “RULES”), AS MODIFIED BY THESE TERMS OF SERVICE. The Rules and AAA forms are available online at https://www.adr.org/. If you are required to pay a filing fee to commence an arbitration against us, then we will promptly reimburse you for your confirmed payment of the filing fee upon our receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.
Arbitration Proceeding. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in Santa Clara County, California will be appointed pursuant to the Rules, as modified herein. You and Guidebook agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) arbitration will only be conducted if the damages sought exceed $75,000; (B) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (C) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (D) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.
No Class Actions. YOU AND GUIDEBOOK AGREE THAT YOU AND GUIDEBOOK MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of California in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms of Service.
Equitable Relief. The foregoing provisions of this Section do not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, or patents. You acknowledge that, in the event Guidebook or a third party breaches these Terms of Service, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Guidebook, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms of Service.
Claims. You and Guidebook agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms of Service or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Improperly Filed Claims. All claims you bring against Guidebook must be resolved in accordance with this Section. All claims filed or brought contrary to this Section will be considered improperly filed. Should you file a claim contrary to this Section, we may recover attorneys’ fees and costs up to $5,000, provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Modifications. In the event that we make any future change to the Mandatory Arbitration provision (other than a change to Guidebook’s Arbitration Notice Address), you may reject any such change by sending us written notice within thirty (30) days of the change to Guidebook’s Arbitration Notice Address, in which case your account with us and your license to use the Service will terminate immediately, and this Section, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms of Service.
Enforceability. If only the No Class Action proviso or the entirety of this Section is found to be unenforceable, then the entirety of this Section will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described below will govern any action arising out of or related to these Terms of Service.
Opt-Out. Arbitration is not a mandatory condition of these Terms of Service. If you do not want to be subject to this Dispute Resolution provision, you may opt out of this Dispute Resolution provision by notifying Guidebook in writing of your decision by sending, within 30 days of the date you receive these Terms of Service, an electronic message to firstname.lastname@example.org, stating clearly your full name and intent to opt out of the Dispute Resolution provision. Should you choose not to opt out of this Dispute Resolution provision within the 30-day period, you and Guidebook will be bound by the terms of this Dispute Resolution provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution provision.
Governing Law; Choice of Forum
The laws of the State of California, without regard to its conflict of laws provisions that would result in the application of another jurisdiction’s laws, govern these Terms of Service and your use of the Site, Guidebook App and Service. Your use of the Site, Guidebook App and Service may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum. Nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent court.
If you are an Organization, you agree that Guidebook may list your entity or organization as a customer of Guidebook and use your Organization name and logo for marketing or promotional purposes and in other communication with existing or potential Guidebook customers, resellers, or investors. You may revoke this consent at any time by sending an email to email@example.com.
Guidebook will not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond Guidebook’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action, in so far as such an event prevents or delays Guidebook in fulfilling its obligations hereunder.
Protected Activity Not Prohibited.
You should understand that, insofar as permitted by applicable law, nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state or local government agency or commission (“Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Guidebook. Notwithstanding, in making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Guidebook confidential information to any parties other than the Government Agencies.
NOTICE REGARDING APPLE.
You acknowledge that these Terms of Service are between you and Guidebook only, not with Apple, and Apple is not responsible for the Service or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service, and upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms of Service. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Guidebook provides a translation of the English language version of these Terms of Service, the translation is provided solely for convenience, and the English version will prevail.
Questions about the Terms of Service should be sent to firstname.lastname@example.org