Terms of Service
GuideGap Terms Of Service
GUIDEGAP TERMS OF SERVICE
Last Updated: January 31, 2020
PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 15, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 15.
BY CHECKING THE BOX AND CLICKING “CREATE”OR BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SERVICES.
These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications, and other online services (collectively, the “Services”) provided by GuideGapLLC (“GuideGap” or “we”).
If you have any questions or concerns about these Terms or our Services, please contact us at legal@guidegap.com.
You must be at least 16 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live) but at least 16 years of age, you may use our Services only under the supervision of a parent or legal guardian who agreeson your behalf to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
You need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
(c) Enforcement of this Section 4 is solely at GuideGap’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by GuideGap or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
“GuideGap” and our logos, service names, slogans and the look and feel of the Services are trademarks of GuideGap LLC and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may choose to submit or otherwise communicate to us any questions, comments, ratings, testimonials, suggestions, ideas, original or creative materials or other information about GuideGap or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in GuideGap’s sole discretion. You understand that GuideGap may treat Feedback as nonconfidential.
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify GuideGap’s designated agent as follows:
Address:525 Santa Fe Drive Denver, CO, 80204
Telephone Number:(440)390-8382
E-Mail Address:guidegap@guidegap.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to GuideGap for certain costs and damages.
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. GuideGap does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless GuideGap and our officers, directors, agents, partners, members, employees, andindependent contractors (individually and collectively, the “GuideGap Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to and use or misuse of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify GuideGap Parties of any third-party Claims, cooperate with GuideGap Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including but not limited to attorneys’ fees). You also agree that the GuideGap Parties will have control of the defense or settlement, at GuideGap‘s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and GuideGap or the other GuideGap Parties.
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, GuideGap does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While GuideGap attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
(c) The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of GuideGap or the other GuideGap Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release GuideGap and the other GuideGap Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
Please read the following section carefully because it limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. You and GuideGap agree that any dispute arising out of or related to these Terms or our Services is personal to you and GuideGap and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except for small claims disputes in which you or GuideGap seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or GuideGap seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and GuideGap waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against GuideGap you agree to first contact GuideGap and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to GuideGap by email atlegal@guidegap.com or by certified mail addressed to 525 Santa Fe Drive Denver, CO 80204. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and GuideGap cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in the city of Denver, Coloradounless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 15, a “consumer” means a person using the Services for personal, family or household purposes. You and GuideGap agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
(c) You and GuideGap agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
(d) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, GuideGap, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(e) You and GuideGap agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and GuideGap will pay the remaining JAMS fees and costs. For any arbitration initiated by GuideGap, GuideGap will pay all JAMS fees and costs. You and GuideGap agree that the state or federal courts of the State of Colorado and the United States sitting in Denver, Coloradohave exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
(h) If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Colorado, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Colorado or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Colorado and the United States, respectively, sitting in the Denver, Colorado.
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. If we discontinue providing all or portions of the Services, we will, where reasonably possible, give you advance notice. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
The failure of GuideGap to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
This section applies, in addition to the sections above, if you purchase Trip Suggestions through our website.
a. Pricing and Availability. All prices are shown in U.S. dollars; taxes are additional. All Trip Suggestions are subject to availability of locals to provide Trip Suggestionsand we reserve the right to reject all or part of your order and to discontinue services without notice, even if you have already placed our order. All prices are subject to change without notice and you agree that taxes may be adjusted from the amount shown on the payment screens. This may be caused by several factors such as changes in tax rates.
b. Errors. GuideGap attempts to provide the most accurate and useful Trip Suggestions as possible; however, GuideGap does not represent or warrant that Trip Suggestions are accurate, complete, reliable, current or error-free. Your use, if any, of Trip Suggestions is voluntary and at your sole risk. In the event of an error in any Trip Suggestion, we reserve the right to correct such an error and to revise your order accordingly if necessary (including charging the correct price) or to cancel your order and refund any amount charged. Your sole remedy in the event of such error is to cancel your order and obtain a refund.
c. Electronic Transactions; Payment. You agree that all your transaction with or through the Services may, at our option, be conducted electronically from start to finish. Only valid credit cards or other payment method acceptable to us may be used and all refunds will be credited to the same card or, in our discretion, other payment method. By submitting your order, you represent and warrant that you are authorized to use the designated card or payment method and you authorize us to charge your order (including taxes and any other amounts described on the Sites) to that card or other payment method. If the card (or other payment method) cannot be verified, is invalid, or is not otherwise acceptable, your order may be suspended or cancelled automatically.
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