Guidebook Terms of Service
Last Updated September 21, 2022
Welcome, and thank you for your interest in Guidebook! We appreciate you reviewing these terms so that we can provide you the Guidebook platform, which allows you to develop and manage mobile guides to events and places (“Guides”). These terms of service (“Terms”) are between you and Guidebook Inc. (“Guidebook,” “we,” “our,” or “us”), and apply to you when you use the Guidebook platform.
BY USING THE SERVICE OR BY CLICKING “I AGREE” YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. YOU MAY NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS. We are constantly improving the Service, so these Terms may need to change as we do. We can change these Terms at any time, and if we do, we will make reasonable efforts to provide you with prior notice of any material changes. Your continued use of the Service after any change to these Terms means that you accept the new version. You should consult these Terms each time you access the Service to view any changes.
AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING firstname.lastname@example.org WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
1. Use of the Service.
- Service. The “Service” includes: (1) Guidebook’s website (located at https://guidebook.com) (the “Site”) and iOS and Android apps (the “Apps”) as may be updated from time to time; (2) Guidebook’s platform, which enables you to develop and manage your own Guides and/or view third-party Guides; and (3) all content on the Site and Apps. Any person who accesses or uses the Service, whether on their own behalf or on behalf of any third party, is a “User.”
- License. Subject to your compliance with these Terms, Guidebook hereby grants you a non-exclusive, revocable, non-transferable right to access the Site and license to download a copy of the Apps.
2. Accounts; Registration; Restrictions.
- Guidebook Users. To access most features of the Service, you must register for an account. You must provide us with current, complete, and accurate information when registering for your account, and you agree to update your information if it is no longer current, complete, or accurate.
- Closing your Account. You can close your account either by submitting a request through https://builder.guidebook.com/ or by emailing email@example.com, but you will remain liable for any outstanding purchases and any fees incurred in connection with your account. Guidebook will not issue refunds for amounts previously incurred. Guidebook has no obligation to retain your Guides or your User Content (defined below) after cancellation.
- Age Requirements. You must be at least 13 years old to use the Service. If you are under 18 years old, you represent that you have your parent’s or guardian’s permission to use the Service. Please have them read these Terms with you. If you are a parent or legal guardian of a User under the age of 18, by allowing your child to use the Service, you are subject to these Terms and responsible for your child’s activity on the Service.
- Eligibility. You represent and warrant that: (1) you have not been previously suspended or removed from the Service; (2) your registration and your use of the Service is in compliance with all applicable laws; and (3) if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind such entity to these Terms (and if so, the term “you” in these Terms will refer to such entity). Guidebook provides the Service from the United States. If you are using the Service from outside the United States, the Service may not be appropriate or permitted under applicable law. It is your responsibility to use the Service in accordance with applicable law.
- Credentials. As part of the registration process, you might be asked to select a username, password, or other login credentials. You are responsible for maintaining the security and confidentiality of your login credentials. You agree to notify Guidebook immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at firstname.lastname@example.org. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You may not share your login credentials with any third party. Guidebook will not be liable for any loss that you incur as a result of someone else using your login credentials or account.
- Your Responsibilities. You may use the Service solely for lawful purposes, and, except as expressly permitted in these Terms, you may not (and you may not allow or assist any third party to): (1) rent, lease, or otherwise permit third parties to use the Service, or reformat, mirror, or frame any portion of the Service; (2) use the Service to provide services to third parties (e.g., as a service bureau); (3) use the Service in violation of these Terms; (4) circumvent or disable any security or other technological features of the Service, or probe, scan, or test the vulnerability of the Service, or gain unauthorized access to the Service, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service; (5) circumvent or disable any security or other technological features of the Service; (6) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Service (except to the extent you have an affirmative right to do so under applicable law); (7) modify, translate, or create derivative works based on the Service; (8) remove any proprietary notices or labels from the Service; (9) use the Service in a manner that violates or attempts to circumvent applicable law; (10) use the Service to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Service; (11) use the Service to develop a competing product or service; (12) create a new account with Guidebook, without Guidebook’s express written consent, if Guidebook previously disabled an account of yours; (13) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or reproduce or circumvent the navigational structure or presentation of the Service or its contents; (14) use the Service to transmit (i) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, hateful, libelous, defamatory, obscene or otherwise objectionable, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding; (15) restrict, discourage, or inhibit any other User from using the Service; (16) disclose personal information about a third party or another User on the Service or obtained from the Service without the consent of such third party or User, or solicit, harvest, or collect information about other Guidebook Users without their consent; (17) use the Service in violation of Guidebook’s or any third party’s intellectual property or other rights; or (18) express or imply that any statements you make are endorsed by Guidebook, without our prior written consent in each instance. We may take any legal action and implement any technical remedies to prevent the violation of these restrictions and to enforce these Terms.
3. Payment and Membership
- Payment. Guidebook offers different levels of subscriptions for purchase, as further described at https://guidebook.com/pricing/ (each a “Subscription”). Once payment has been received, Guidebook does not offer returns or refunds. 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 at 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 account on the first day of the renewal of the Subscription term.
4. Content Submitted to the Service.
- User Content. The Service allows you to upload and publish content to the Service, including your Guides and other messages, schedules, images, video, data, text, and other types of works (“User Content”). You own any User Content you provide. If you delete any of your User Content using the functionality provided in the Service, your User Content will not be viewable to third parties but may remain on Guidebook’s servers. If you would like us to delete the User Content from our servers, please contact email@example.com.
- License to Guidebook. By sending us User Content or by posting or publishing it to the Service, you grant Guidebook and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publish, publicly display, and use such User Content in any media now known or hereafter developed, to provide the Service to you and other Users and to enhance and develop the Service, including by marketing and advertising the Service, without compensation to you. This license includes the right to use, reproduce, modify (at your direction), and resize any marks and logos you provide to build your Guides and otherwise provide the Service.
- Responsibility for User Content. You are solely responsible for your User Content and the consequences of posting it on the Service. None of the User Content will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any User Content. Guidebook may (but is not obligated to) remove or alter any User Content at any time for any reason. We neither endorse nor are responsible for any User Content. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. The opinions expressed on the Service by Users reflect solely the opinions of the Users and do not reflect the opinions of Guidebook. If you believe User Content violates these Terms or any policies we provide, please contact Guidebook immediately at firstname.lastname@example.org so that we can consider its editing or removal. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You hereby waive any legal or equitable right or remedy you may have against Guidebook with respect to other Users’ User Content.
- Messages. The Service may allow Guidebook Users to exchange messages (“Messages”) with each other. Guidebook may terminate this feature for any User for any reason. If a User sends you an objectionable Message, please contact Guidebook at email@example.com. You are solely responsible for the content of any Message you send. Guidebook may monitor Messages for compliance with these Terms, and Messages should not be considered confidential or proprietary.
5. Publication Process for Guides. If you are building your Guide on your own, please note that once you’ve finished configuring your Guide, it might take several days before your Guide is published. Guidebook makes no guarantees as to how long this process might 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 third parties. For example, to configure and publish an app on your behalf, Guidebook will require you to take certain actions and provide information including: creating an Apple ID, applying for a DUNS number (this typically takes one to two weeks), applying for an Apple developer account and Apple’s approval of your Apple developer account (this typically takes one to four weeks), inviting Guidebook as an 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.
6. Optional Third-Party Services. Guidebook and third parties may make available integrations between the Service and third-party products or services, including plugins and related services (“Third-Party Services”) that you may elect to use. Any use by you of such Third-Party Services is solely between you and the applicable Third-Party Service provider. Because the Third-Party Services rely on the Third-Party Service provider’s continued operation, Guidebook does not warrant or provide support for Third-Party Services. Guidebook is not responsible for any violations of applicable law by Third-Party Service providers, or for any liability arising from your use of Third-Party Services. Guidebook does not guarantee the continued availability of any Third-Party Services (or any integration with Third-Party Services or related Service features), and if such Third-Party Services or related features are discontinued, you will not be entitled to any refund, credit, or other compensation. Depending on your location, certain Third-Party Services may not be available to you.
7. Ownership We may use Personal Information for other purposes that are clearly disclosed to you at the time you provide Personal Information or with your consent.
- Guidebook IP. The Service, including any content, modifications, and updates, and all intellectual property rights therein (collectively, “Guidebook IP”), is owned by Guidebook and its licensors. No ownership rights in the Guidebook IP are transferred to you by these Terms. You do not have any rights in or to the Guidebook IP except for the limited express rights granted in these Terms.
- Feedback. If you give Guidebook feedback, comments, or suggestions concerning the Service (collectively, “Feedback”), you hereby assign 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.
8. Claims of Copyright Infringement. 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 materials hosted by Guidebook infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
- identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Guidebook to locate the material on the Service;
- the name, address, telephone number, and email address (if available) of the complaining party;
- a statement that the complaining party has a good faith belief that 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Guidebook a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to email@example.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be penalties for false claims under the DMCA.
9. Confidentiality. In the course of providing the Service, Guidebook may disclose or make available to you information about its business. You acknowledge that all knowledge, information, and data provided by Guidebook to you with respect to the business, operations, and marketing of Guidebook’s products and services that is not generally known or publicly available, whether or not designated as “confidential,” is Guidebook’s confidential information and you will not use or disclose such confidential information to any third party without Guidebook’s prior written consent.
- Usage Data. Guidebook may collect and analyze data relating to your use of the Service that is aggregated and/or deidentified in such a way that it is not associated with you (“Usage Data”) and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including information provided by third-party analytical tools). Guidebook may analyze, process, collect, and use Usage Data for any purpose, including for improving the Service and developing new products, services, features, and functionality.
11. Consent to Electronic Communications.
- Administrative Communications. By using the Service, you agree that we may communicate with you electronically regarding registration, security, privacy, and administrative issues relating to your use of the Service.
- Events and Interactions. Your correspondence, dealings, and other interactions with organizations and/or Users on or through the Service, including promotion and/or attendance at any event, electronic or personal communications, posting of User Content, and any other terms associated with such dealings, are solely between you and such organizations and/or Users. You should make whatever investigation you feel is 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. Guidebook will not be responsible or liable for any loss or damage incurred as the result of any such dealings or your attendance at any such event.
- Consent. You consent to receiving our email newsletter and other marketing-related emails from us. If you wish to remove yourself from our email list for such marketing-related emails, please use the unsubscribe link in any email received from us, or email us with “OPT-OUT”, “UNSUBSCRIBE”, “STOP”, or “REMOVE” in the subject line.
- SMS Messaging. By creating an account, you agree that Guidebook and other Users may send you transactional text (SMS) messages in connection with your use of the Service. Please be aware that your cellular carrier may charge fees in connection with your use of the Service. You are responsible for any mobile charges that you may incur in connection with using the Service, including data charges. If you are not sure what those charges may be, you should ask your carrier before using the Service. Guidebook is not responsible or liable for any fees, costs, or overage charges associated with any data charges or data plan.
12. Term and Termination.
- Term. The term of these Terms will commence on the date on which you first access or use the Service and will continue until terminated.
- Termination. If you breach (or if Guidebook suspects you have breached) these Terms, Guidebook may, in its sole discretion, terminate these Terms and your User account and/or limit, suspend, or terminate your access to the Apps or Service, with or without notice. If Guidebook materially breaches these Terms, you may terminate these Terms upon 30 days’ notice to Guidebook, unless Guidebook cures the material breach in such 30-day period. Otherwise, you may terminate these Terms by contacting us at firstname.lastname@example.org.
- Deactivation. Guidebook may, without notice to you: (1) restrict, deactivate, or terminate your access to the Service (or any portion); or (2) terminate or modify the Service (or any portion). Guidebook will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.
13. Representations and Warranties; Disclaimer.
- User Content. You represent and warrant that: (1) you are the creator and owner of any User Content you provide or otherwise have sufficient rights and authority to grant the rights granted to Guidebook in these Terms; (2) Guidebook’s use of your User Content in accordance with these Terms will not infringe, violate, or misappropriate any third-party right, including any intellectual property right, proprietary right, or privacy right; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your User Content does not contain any confidential information of any third party. If you are agreeing to these Terms on behalf of a company, organization, or other legal entity (each, an “Organization”), you represent and warrant that you have the legal authority to bind such Organization to these Terms; in which case “you” means such Organization as well as you as an individual.The term of these Terms will commence on the date on which you first access or use the Service and will continue until terminated.
- DISCLAIMER. GUIDEBOOK MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, GUIDES, USER CONTENT, USER SUBMISSIONS, THIRD-PARTY SERVICES, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GUIDEBOOK DOES NOT WARRANT THAT THE SERVICE, GUIDES, OR THIRD-PARTY SERVICES WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICE, OR THIRD-PARTY SERVICES WILL BE UNINTERRUPTED. Some jurisdictions may limit or prohibit warranty disclaimers, and this Section 13.B will apply solely to the extent permitted under applicable law.
- Defense. At Guidebook’s option and request, you will defend Guidebook, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “Guidebook Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on: (1) your breach of any representation, warranty, or covenant in these Terms; (2) your violation of applicable law or any third-party intellectual property, proprietary, or privacy right; (3) any dispute between you and any other User or any third party; or (4) your use of the Service in a manner not authorized under these Terms (each, a “Claim”). If Guidebook requests you to defend a Guidebook Party from any Claim, Guidebook will: (a) give you prompt written notice of the Claim; (b) grant you full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, you may not enter into any settlement that involves an admission of guilt or liability of a Guidebook Party without Guidebook’s prior written consent. Guidebook may participate in the defense of a Claim at its own expense and with counsel of its own choosing.
- Indemnification. You will indemnify the Guidebook Parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against a Guidebook Party in any Claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by a Guidebook Party in connection with the defense of a Claim; and (3) all amounts that you agree to pay to any third party to settle any Claim.
15. Limitation of Liability.
- EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GUIDEBOOK NOR ANY GUIDEBOOK PARTY WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF GUIDEBOOK IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. GUIDEBOOK SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF YOUR RECEIPT OR PROVISION OF ANY THIRD-PARTY SERVICES.
- DAMAGES CAP. GUIDEBOOK’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE AMOUNT OF FEES PAID BY YOU TO GUIDEBOOK DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (2) $500.
16. New Jersey Notice. IF YOU ARE A RESIDENT OF NEW JERSEY, SECTIONS 13.B (DISCLAIMER) AND 15 (LIMITATION OF LIABILITY) ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
17. Relsease. If you have a dispute with one or more Users, you release Guidebook (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from all claims, demands, and damages (actual and consequential) of every kind, known and unknown, arising out of or in any way connected with such disputes. You expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
- Generally. If you are not a resident of the United States, this Section 18 (Arbitration) will only apply to you to the extent applicable law in your country of residence permits. In the interest of resolving disputes between you and Guidebook in the most expedient and cost-effective manner, you and Guidebook agree that any dispute arising out of or related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Guidebook ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THIS SECTION 18 WILL APPLY TO YOU AND GUIDEBOOK UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 18.J (OPT OUT).Whether to agree to arbitration is an important decision. It is your decision to make, and you should not rely solely on the information provided in these Terms, as they are not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
- Exceptions. Despite the provisions of Section 18.A (Generally), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. Any arbitration between you and Guidebook will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Guidebook. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party within the applicable statute of limitations period (“Notice”). Guidebook’s email address for Notice is email@example.com. The Notice must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) if you are sending the Notice to Guidebook, include your name and address (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 45 days after the Notice is received, you or Guidebook may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Guidebook must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Guidebook will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Guidebook in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.
- Fees; Location; Language. If you commence arbitration in accordance with these Terms, Guidebook will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance-based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Guidebook for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. The language of the arbitration shall be English, unless you do not speak English, in which case the arbitration shall be conducted in both English and your native language.
- Confidentiality. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by applicable law and to the extent not already in the public domain.
- No Class Actions. YOU AND GUIDEBOOK AGREE THAT EACH 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 (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ., WHICH ARE NOT COVERED BY THIS SECTION 18 (ARBITRATION)). Unless both you and Guidebook agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
- Enforceability. If Section 18.G (No Class Actions) is found to be unenforceable or if the entirety of this Section 18 (Arbitration) is found to be unenforceable, then the entirety of this Section 18 will be null and void and the exclusive jurisdiction and venue described in Section 21.B (Governing Law) will govern any action arising out of or related to these Terms or your use of the Service.
- Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Section 18 (Arbitration), you may opt out by notifying Guidebook in writing of your decision by sending, within 30 days after the effective date of these Terms, an email to firstname.lastname@example.org, stating clearly your full name, address, and intent to opt out of this Section 18. Should you choose not to opt out within the 30-day period, you and Guidebook will be bound by the terms of this Section 18. You have the right to consult with counsel of your choice concerning regarding your right to opt out of this Section 18, and you understand that you will not be subject to retaliation if you exercise your right to opt out.
20. Protected Activity Not Prohibited. Nothing in these Terms limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding that may be conducted by any international, federal, state, provincial, or local government agency or commission (“Protected Activity”). 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. 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 applicable government agencies.
- Subcontractors. Guidebook may use subcontractors or other third parties to perform its obligations under these Terms, but Guidebook will remain responsible for all such obligations.
- Governing Law. These Terms are governed by California law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Subject to Section 18 (Arbitration), all claims arising under these Terms will be litigated exclusively in the federal or state courts of Santa Clara County, California. The parties submit to the jurisdiction of those courts. In any proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
- Injunctive Relief. If you breach Sections 2 (Accounts; Registration; Restrictions), 7 (Ownership), or 9 (Confidentiality), Guidebook may suffer irreparable harm, and monetary damages may be inadequate to compensate Guidebook. Accordingly, Guidebook may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
- Further Assurances. You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.
- Assignment. You may not assign these Terms or delegate your performance without Guidebook’s prior written consent, and any attempt to do so is void. Guidebook may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.
- Severability. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.
- No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
- Entire Agreement. These Terms constitute the entire agreement and supersede any other agreement of the parties relating to their subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms.
- Nature of Rights. The licenses granted under these Terms are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (the “Code”). Each party as licensee will have and may fully exercise all rights available to a licensee under the Code, including under Section 365(n) or its successors.
- Relationship. Neither Guidebook’s provision of the Apps to you, nor your access to and use of the Service, creates any direct business relationship between you and Guidebook. You acknowledge and agree that these Terms are not an employment agreement, nor does it create an employment or contractor relationship, between you and Guidebook; and no joint venture, partnership, or agency relationship exists between you and Guidebook. As a User, YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF GUIDEBOOK. YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF GUIDEBOOK, INCLUDING BY INAPPROPRIATELY USING ANY GUIDEBOOK IP.
- No Third-Party Beneficiaries. There are no third-party beneficiaries of these Terms, except as described in Section 23 (Notice Regarding Apple).
- Notices. All notices under these Terms must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section 21.L. All notices to Guidebook will be sent to:
584 Castro St #2128
San Francisco, CA 94114
- Force Majeure. Guidebook will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond Guidebook’s reasonable control (a “Force Majeure Event”), so long as Guidebook uses reasonable efforts to avoid or remove those causes of delay or non-performance. Note that a change in your intended use case (including a cancellation or rescheduling of an event related to your Guides) does not constitute a Force Majeure Event. If a Force Majeure Event causes Guidebook to delay or fail to perform its obligations under these Terms for 30 consecutive days, either party may terminate these Terms.
- Interpretation. If Guidebook provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in these Terms is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”
22. NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
23. Notice Regarding Apple. This Section 23 only applies to the extent you are using the Apps on an iOS device. You acknowledge that these Terms are between you and Guidebook only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation 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: (A) product liability claims; (B) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (C) 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 and/or your possession and use of the Service infringe a 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, and upon your acceptance of these Terms, 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. You hereby represent and warrant that: (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
24. Contact Us. If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at email@example.com.