Guidepal Terms of Service

These Terms of Service (“Terms”) apply to your use of the Guidepal mobile app (the “App”) provided by Guidepal, Inc. (“Guidepal,”we,” “us”) and the website available at www.guidepal.com. The Service and the Site are collectively referred to herein as the “Service.” These Terms are a legally binding contract between you (User) and Guidepal, so please read them carefully.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED TO USE THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE. These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Service, whichever is earlier. If you accept or agree to these Terms on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent and any permitted users of such party. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.

1. Definitions.

1.1. “Creator” means a User that generates Content for the Service.

1.2. “Content” means personal guides, recommendations, and other materials made available in and through the Service.

1.3. “Documentation” means standard user documentation for the Service that is made generally available by Guidepal to the Users of the Service, as updated from time-to-time.

1.4. “User(s)” means an individual that is authorized to use the Service in accordance with these Terms.

1.5. “You” means the legal entity or the person downloading the Service and/or registering to use the Service.

2. Right to Use. Subject to these Terms, including without limitation payment of the applicable prices and Fees (as defined below), Guidepal grants to User, and User accepts, a limited, non-exclusive, non-transferable and non-sub-licensable right to access and use the Service, solely: (i) in accordance with these Terms, and the Documentation (ii) during the applicable Term.

3. Acceptable Use. Except to the extent expressly permitted herein or authorized by Guidepal in writing, User shall not and shall not permit others to: (i) sell, rent, lease, license or distribute the Service and/or the Content to a third party; (ii) use the Service and/or the Content in a timeshare arrangement or a service bureau offering; (iii) copy or modify the Service, and/or create derivative works based upon the Service and/or the Content; (iv) use the Service and/or the Content to develop a competing service or product; (v) violate or abuse password protections governing Service access; (vi) circumvent, disable or otherwise interfere with security-related features of the Service or features that enforce limitations on access to and use of the Service and/or the Content; (vii) allow any third party to access and use the Service; (viii) interfere with the Service or take any action that imposes or may impose, at Guidepal's sole discretion, a disproportionately large load on the Guidepal infrastructure; (ix) remove, deface, obscure or alter Guidepal’s, or a third party's, copyright notices, trademarks or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from those of Guidepal; (x) post, upload, or distribute any defamatory, libelous, or inaccurate Content in and through the Service; (xi) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Service accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the Service, or perform any other similar fraudulent activity; (xii) use the Service for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy; (xiii) use the Service to defame, harass, abuse, threaten or defraud anyone, or collect, or attempt to collect, personal information about Users or third parties without their consent; (xiv) manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; (xv) attempt to circumvent any Content-filtering techniques we employ, or attempt to access any service or area of Service and/or Content that you are not authorized to access; (xvi) capture screenshots or otherwise download, use, copy, or distribute Content outside the Service or the Site; or (xvii) otherwise use the Service in an unlawful manner or in breach of these Terms.

Furthermore, by using the Service, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following:

1. 1. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law or regulation;
2. 2. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By uploading any Content, you represent and warrant that you have the lawful right to distribute and reproduce such Content;
3. 3. Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
4. 4. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
5. 5. Content that has been sponsored by a third party or for which you have received money or other valuable consideration;
6. 6. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, social security numbers and credit card numbers; and/or
7. 7. Viruses, corrupted data or other harmful, disruptive or destructive files.

Creators acknowledge and agree that the publication and distribution of Content is at Guidepal’s sole discretion. Guidepal takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Guidepal liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of the Service and the Content is at your own risk. Enforcement of the Content or conduct rules set forth in these Terms is solely at Guidepal's discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Service will not contain any Content that is prohibited by such rules. Guidepal reserves the right, and has absolute discretion, to remove, screen or edit any Content posted or stored on the Service at any time and for any reason without notice. Any use of the Service in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Service.

5. User Account. You must provide accurate information when registering an account with the Service. User is solely responsible for: (i) the confidentiality and use of names and passwords under User’s account, and (ii) the activity that occurs under User’s account. Guidepal will deem any use of the Service under User’s account names and passwords to be for User’s sole benefit and use. User must immediately notify Guidepal in writing if User becomes aware that account names or passwords are lost, stolen, or being used in an unauthorized manner.

6. Minimum Requirements. User is responsible, at its cost, to meet the minimum system requirements for use of the Service that are provided or made available by Guidepal, including to obtain access to the Internet using software and hardware that meets Guidepal’s security and performance requirements.

7. Content.

7.1. Content Ownership. Creator retains exclusive ownership of the Content.

7.2. License. Creator grants Guidepal a perpetual, non-exclusive worldwide license to use, process, store, publish, display, distribute, share, reproduce, make commercially available, create derivative works, and aggregate Content that Creator chooses to submit to Guidepal. Creator is solely responsible for the Content and represents and warrants that it owns or has obtained the rights to all of the intellectual property rights subsisting in the Content, and Creator has the right to provide Guidepal the license granted herein to use such Content in accordance with these Terms. Creator agrees that it will not include in the Content any data or information, which is subject to the rights of any third parties without first obtaining all required authorizations and rights in writing from such third parties.

7.3. No Liability. Creator acknowledges and agrees that Guidepal shall have no liability whatsoever, regardless of the legal theory or basis of liability, for Content or any Service results or outcomes based on, arising out of, or relating to Content.

8. Service Ownership. The Service is owned and operated by Guidepal. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Guidepal are protected by intellectual property and other laws. Except as expressly authorized by Guidepal, you may not make use of the Materials. In addition, we will own any and all right, title, and interest in, and to any feedback, suggestions, information, or materials you convey to us related to the Service in connection with your use of the Service ("Feedback"). You hereby assign to Guidepal all right, title, and interest in such Feedback. No rights are granted hereunder other than as expressly set forth herein. “Guidepal,” and the Guidepal logo are trademarks of Guidepal or its affiliates.

9. Pricing & Fees.

9.1. Pricing. The applicable in-Service purchase pricing and the fees associated with Content for the Service (the “Fees”) are available in the Service. The Fees due, if any, to Creators are paid using the payment platforms designated on the Site or in the Service.

9.2. Additional Charges. Access to certain features of the Service may require you to pay additional charges. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused.

9.3. Taxes. The pricing and the Fees set forth in the Service are net amounts, and are exclusive of applicable taxes (including, without limitation, any stamp and customs taxes and any value-added, goods and services, sales, or like taxes), withholdings or duties (“Taxes”). User shall be responsible for the payment of all Taxes with respect to its use of the Service, other than taxes based on Guidepal's net income. If a taxing authority determines that Guidepal did not collect all applicable taxes, User shall remain liable to Guidepal for such additional taxes, but not any interest or penalty assessed as the result of Guidepal’s failure to timely collect such additional taxes.

10. Monitoring. Guidepal may, at its expense, monitor User’s compliance with these Terms.

11. Warranties and Disclaimers.

11.1. Authority. Each party warrants that it has full power and has obtained the required authority and consents to enter into and perform its obligations under these Terms.

11.2. High Risk Activities. The Service is not designed or intended for use in high risk activities or hazardous environments that require fail-safe performance where failure of the Service could lead to death, personal injury, or environmental or property damage. Guidepal specifically disclaims any express or implicit warranty of the Service’s suitability for these types of activities.

11.3. Third Party Data Sources. Guidepal is not responsible for the accuracy of, or liable for the inaccuracy of, any third-party sources of data utilized in connection with the Service.

11.4. The Service is Available “AS-IS” And Without Warranty.

TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, GUIDEPAL PROVIDES THE SERVICE “AS IS” AND ON AN “AS AVAILABLE” BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. GUIDEPAL PROVIDES THE SERVICE WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Guidepal makes no warranty or condition that the Service will meet your requirements or be uninterrupted, timely, secure, or error-free. Guidepal makes no warranty or condition that results obtained from your use of the Service will be accurate or reliable or that any errors in the Service will be corrected. Guidepal will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Service. No advice or information, whether oral or written, obtained by you in connection with your use of the Service shall create any warranty not expressly stated in these Terms. FROM TIME TO TIME, GUIDEPAL MAY OFFER NEW “BETA” FEATURES OR TOOLS IN THE SERVICE WITH WHICH USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME AT OUR SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES AND TOOLS. Some countries and states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

12. Indemnification.

12.1. User shall defend and indemnify Guidepal from any damages awarded against Guidepal by a court of competent jurisdiction, or paid in settlement, in connection with a third- party claim, suit or proceeding that (i) User’s use of the Service in violation of these Terms; or (ii) Guidepal’s use of Content, as permitted under these Terms, infringes or violates the third party’s intellectual property or other rights.

12.2. The defense and indemnification obligations of a party under this section are subject to: (i) the indemnifying party being given prompt written notice of the claim; (ii) the indemnifying party being given immediate and complete control over the defense (and settlement) of the claim; and (iii) the indemnified party providing cooperation and assistance, at the indemnifying party’s expense, in the defense or settlement of the claim and not taking any action that prejudices the indemnifying party's defense of, or response to, the claim.

13. Limitation of Liability.

13.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GUIDEPAL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT GUIDEPAL HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. GUIDEPAL ’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL AT ALL TIMES BE LIMITED TO FIFTY DOLLARS ($ 50) OR THE AMOUNTS YOU PAID TO GUIDEPAL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM, WHICHEVER IS LOWER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUIDEPAL AND YOU. Some states and countries do not allow the types of limitations in this paragraph, so they may not apply to you. In order to be valid and enforceable, all claims for damages must be made within one (1) month from the date that User became aware, or reasonably ought to have become aware, of damages arising out of these Terms.

13.2. Exceptions to limitations. The limits and exclusions of liability in this section 17 (Limitation of Liability) apply to the fullest extent permitted by applicable law, but do not apply to: (i) User’s payment obligations under these Terms, (ii) any liability for death or personal injury caused by a User’s negligence, or (iii) a breach of section 3 (Acceptable Use) and/or section 8 (Service Ownership).

14. Confidentiality. Each party acknowledges that during the term of these Terms it (“Receiving Party”) may be entrusted with certain confidential information of the other party (“Disclosing Party”) that should reasonably have been understood by Receiving Party due to legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to Disclosing Party (“Confidential Information”). Receiving Party shall: (i) not use any Confidential Information for any purpose except to exercise its rights and obligations under these Terms; (ii) protect all Confidential Information using the same degree of care which it uses with respect to its own confidential information, but in no event less than reasonable care; and (iii) not, without Disclosing Party’s prior written consent, disclose the Confidential Information to any third party except to its employees, contractors and agents ("Permitted Recipients") who have a need to know in order to enable Receiving Party to perform its rights and obligations under these Terms, provided that each Permitted Recipient is first bound by a written obligation of confidentiality that is at least as demanding as the confidentiality and non-disclosure obligations imposed on Receiving Party under these Terms, and further provided that Receiving Party shall be liable to Disclosing Party for any breach of confidentiality or non-disclosure by a Permitted Recipient. Receiving Party shall promptly notify Disclosing Party of any actual or threatened unauthorized disclosure or use of Confidential Information. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond the reasonable control of Receiving Party, Receiving Party shall (to the extent permitted by applicable law) promptly notify Disclosing Party of the order or request and permit Disclosing Party (at its own expense) to seek an appropriate protective order. Confidential Information does not include information that: (a) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (b) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (c) has come into the possession of Receiving Party rightfully from a third party without any breach of obligation of confidentiality owed to Disclosing Party; and/or (d) was developed by Receiving Party independently of and without reference to Confidential Information.

15. Termination. Notwithstanding any other provision herein to the contrary, Guidepal may terminate these Terms with immediate effect, with or without cause.

16. Consequences of Termination.

16.1. Upon the actual termination of the Terms: (i) all subscriptions shall be deemed to automatically terminate, and User shall immediately stop to access and use the Service; (ii) User shall promptly return to Guidepal all Confidential Information provided by Guidepal in User’s possession or control; and (iii) Guidepal will (a) upon a written request that is received within thirty (30) days of the actual termination of these Terms make available to User a full export of Content in a standard format, and (b) following that thirty (30) day period, delete all Content that is in Guidepal’s possession or control (a portion of the Content may be retained but solely to the extent required for billing and audit purposes). Guidepal does not accept any liability for any Content that is deleted in accordance with this section.

16.2. This section and sections 3 (Acceptable Use), 7.1 (Content Ownership), 8 (Service Ownership), 9 (Pricing & Fees, to the extent due amounts remain unpaid), 12 (Indemnification), 13 (Limitation of Liability), 14 (Confidentiality), 18 (Assignment) and 19 (General) hereof shall survive any termination of these Terms.

17. Changes. Guidepal may make changes to the Service from time-to-time. Guidepal will provide reasonable written notice to User before removing any material feature or functionality of the Service, or discontinuing the Service.

18. Assignment. Guidepal may assign or otherwise transfer these Terms and its rights and obligations hereunder to (i) its subsidiary or parent; or (ii) or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. These Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in violation of this section shall be void.

19. General.

19.1. Independent Contractors. The User and Guidepal are acting solely as independent contractors, and neither party is an agent, employee, or partner of the other.

19.2. Waiver. No failure or delay in exercising any right hereunder by either party shall operate as a waiver thereof, nor will any partial exercise of any right hereunder preclude further exercise. A waiver shall only be deemed to have been made if expressed in writing by the party granting such waiver.

19.3. Interpretation and Severability. The headings used herein are for convenience only and shall in no case be considered in construing these Terms. If any provision of these Terms shall be held by a court of law of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be reformed, construed and enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

19.4. Force Majeure. Except for any payment obligations hereunder, neither party shall be liable for any failure to perform due to causes beyond its reasonable control provided that such party takes all reasonable steps to minimize the extent and duration of any such failure in performance.

19.5. Governing Law. These Terms will be governed by, interpreted, and construed in accordance with the substantive laws of the State of New York, without regard to its conflict of laws principles.

19.6. Dispute Resolution.

(i) Please read the following sections carefully, as they affect your rights. You and Guidepal agree to resolve any claims relating to these Terms or the Service through final and binding arbitration. This agreement to arbitrate is intended to be broadly interpreted, and includes claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. You acknowledge that these Terms evidence a transaction involving interstate commerce, and thus the United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in these Terms.

(ii) Opting-Out of Arbitration. YOU MAY OPT-OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING GUIDEPAL WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS. YOUR NOTICE MUST INCLUDE: (I) YOUR FULL NAME (FIRST AND LAST); (II) THE EMAIL ADDRESS YOU USED TO REGISTER YOUR ACCOUNT; AND (III) A CLEAR STATEMENT THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.

(iii) Costs of Arbitration. Guidepal will pay all AAA filing, administration, and arbitrator fees for any arbitration we initiate. You will pay the fees for any arbitration you initiate, in accordance with the AAA Rules. However, if you initiate an arbitration after attempting to informally resolve a dispute in accordance with these Terms, and are seeking relief valued at $300 or less (both to you and us), Guidepal will pay all AAA filing, administration, and arbitrator fees. If your claim is for greater than $300 but less than $10,000, Guidepal will pay all such fees in excess of $20. After Guidepal receives notice that you have commenced such an arbitration, Guidepal shall promptly reimburse you for any portion of the filing fee you have paid that Guidepal has agreed to pay.

(iv) Frivolous Claims. If the arbitrator determines that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set for the in Federal Rule of Civil Procedure 11(b)), then: the payment of all AAA filing, administration, and arbitrator fees shall be governed by the AAA Rules and you agree to reimburse us for any amount we have paid on your behalf to the AAA. Guidepal shall not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

(v). Arbitration Procedures. You agree that one arbitrator from the AAA will arbitrate the dispute under the AAA Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, as modified by this arbitration provision. The award of the arbitrator shall be accompanied by a reasoned opinion. The arbitration will be held in the United States county where you live or work, or any other location that we mutually agree to.

(vi). No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You may not bring a claim as part of a class arbitration, class action, private attorney general action, or consolidation with other arbitrations.

(vii). Judicial Forum. In the event that this agreement to arbitrate is found not to apply to you or your claim, you and Guidepal agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York County, New York. Both you and Guidepal consent to venue and personal jurisdiction there, and waive any objection as to inconvenient forum.

(viii). Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or your use of the Service must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.

(ix). Future Changes to Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, you agree that if Guidepal makes any future change to this arbitration provision, other than contact information, any such changes will not affect disputes that arose before the effective date of the change. If any dispute arises out of these Terms, the parties agree to first cooperate and negotiate in good faith in an effort to amicably resolve the dispute.

EACH OF GUIDEPAL AND THE USER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

19.7. Entire Agreement and Modifications. These Terms: (i) constitute the entire understanding between the parties, and supersede all prior discussions, representations, understandings or agreements, whether oral or in writing, between the parties with respect to the subject-matter of these Terms; and (ii) may only be modified by a writing that is mutually signed by both parties. The preprinted provisions of any User purchase order shall not apply and shall be deemed to be for administrative purposes only.