Effective: June 1, 2020
You understand and agree that we may change the Terms from time to time, and that any such changes will be effective (except as otherwise described in Section 17.10 below) when we post the modified Terms on the Guidesly Service, unless otherwise required by applicable law. Your continued access and use of the Guidesly Service after we post the modified Terms will constitute your consent to be bound by the modified Terms.
2. Guidesly Service.
2.1 Nature of the Guidesly Service. The Guidesly Service consists of a desktop Web application, mobile applications, and other related tools, support and services that guests (“Guidesly Guests”) and providers of guide-related services (“Service Providers”) can use to find, communicate with and interact with each other. The Guidesly Service includes our emergency support services, educational materials for Service Providers, and other services. We charge fees for some aspects of the Guidesly Service, as described below in Section 9.
2.2 Guidesly does not provide Guide Services. Guidesly is a neutral venue for Service Providers and Guidesly Guests. Guidesly is not a Service Provider and, except for emergency phone support and other resources and support specifically described in the Guidesly Service, does not provide guide services. We make no representations or warranties about the quality of guide services provided by Service Providers (“Guide Services”), or about your interactions and dealings with users. Service Providers listed on Guidesly are not under the direction or control of Guidesly, and Service Providers determine in their own discretion how to provide Guide Services. Though we provide general guidance on our Site to Service Providers about trip safety and to Guidesly Guests about selecting and engaging Service Providers, Guidesly does not employ, recommend or endorse Service Providers or Guidesly Guests, and, to the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of Service Providers or Guidesly Guests, whether online or offline. We conduct an initial review of Service Provider profiles and we facilitate Background Checks or Identification Verifications (each as described in Section 10, below) on Service Providers conducted by a third party, but, except where explicitly specified in the Guidesly Service (and then only to the extent specified), do not otherwise screen Service Providers or Guidesly Guests. You should exercise caution and use your independent judgment before engaging a Service Provider, providing Guide Services, or otherwise interacting with users via the Guidesly Service. Guidesly Guests and Service Providers are solely responsible for making decisions that are in the best interests of themselves and their equipment and services.
2.3 Release. Subject to Section 16 below, our liability for any claims, injuries, loss, harm and/or damages arising from and/or in any way related to your interactions or dealings with other users and the acts and/or omissions of Service Providers and Guidesly Guests, whether online or offline, is limited to the amounts and obligations set forth in the Guidesly Guarantee. You acknowledge and agree that, except to the extent we have liability under the Guidesly Guarantee, and to the maximum extent permitted by the applicable law, YOUR USE AND/OR PROVISION OF GUIDE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK.
2.4 Transactions are between Guidesly Guests and Service Providers. The Guidesly Service may be used to find and offer Guide Services and to facilitate payment, but all transactions conducted via the Guidesly Service are between Guidesly Guests and Service Providers. Except for the limited refunds and “Reservation Protection” specified in Section 9.6 and the Guidesly Guarantee, you agree that Guidesly has no liability for damages associated with Guide Services (which may include bodily injury to, or death) or resulting from any other transactions between users of the Guidesly Service.
2.5 Bookings. Guidesly Guests and Service Providers transact with each other on the Guidesly Service when they both agree to a “booking” that specifies the fees, time period, cancellation policy, and other terms for provision of Guide Services via the booking mechanism provided on the Guidesly Service (a “Booking”). A Booking may be initiated by either a Service Provider or a Guidesly Guest by selecting the type(s) of Guide Services to be provided and then following the prompts that appear on-screen. If you are a Guidesly Guest and you initiate a Booking, you agree to pay for the Guide Services described in the Booking when you click “Request & Pay.” If you are a Guidesly Guest and a Service Provider initiates a Booking, you agree to pay for the Guide Services described in the Booking when you click “Pay Now.” All requests are subject to acceptance by the receiving party. The receiving party is not obligated to accept your (or any) request and may, at their discretion, decline for any reason. You acknowledge that, once you complete a Booking, you agree to honor the price and other terms of that Booking, as acknowledged in the Booking confirmation.
2.6 Guidesly Guests are Solely Responsible for Evaluating Service Providers. Guidesly Guests are solely responsible for evaluating the suitability of Service Providers for the services they offer to provide. Please visit the Help Center for guidance about making informed decisions about engaging Service Providers. Though Guidesly performs a limited review of Service Provider profiles and facilitates Service Provider Background Checks or Identity Verifications conducted by a third party, any such screening is limited, and Guidesly does not warrant that any such screen is accurate, complete, conclusive or up-to-date. Similarly, Guidesly does not endorse reviews of Service Providers by other Guidesly Guests that may be available via the Guidesly Service, and Guidesly makes no commitments that such reviews are accurate or legitimate.
3. Compliance with Applicable Law. By accessing and using the Guidesly Service, you certify that you: (1) are at least 18 years of age or the age of majority in your jurisdiction, whichever is higher, and (2) will comply with all laws and regulations applicable to your activities conducted through, or related to, the Guidesly Service.
You acknowledge that Guidesly is entitled to rely on these commitments from you, is not responsible to ensure that all users have complied with applicable laws and regulations, and will not be liable for a user’s failure to do so.
4. Use of the Guidesly Service; Suspension.
4.1 Your Conduct on the Guidesly Service. When you use the Guidesly Service, you agree:
4.2 Suspension and Termination. You understand and agree that we have no obligation to provide the Guidesly Service in any specific location or territory, nor to continue providing it once we have begun. We reserve the right to suspend or terminate your access to the Guidesly Service: (1) if in our discretion your conduct on the Site or Guidesly Service is inappropriate, unsafe, dishonest, or in breach of these terms; or (2) if necessary in our discretion to protect Guidesly, its users, guests, or the public. You may suspend or terminate your use of the Guidesly Service at any time and for any reason. If you wish to deactivate your account, please contact Guidesly. Note that if you have any outstanding payment obligations, those will survive suspension or termination of your account.
5. Registration; Account Security. In order to use some aspects of the Guidesly Service, you will be required to create a username, password, and user profile. If you elect to use the Guidesly Service, you agree to provide accurate information about yourself and keep this information up-to-date. You agree not to impersonate anyone else and not to maintain more than one account (or, if Guidesly suspends or terminates your account, not to create additional accounts). You are responsible for maintaining the confidentiality of your username and password for the Guidesly Service and are responsible for all activity under your account. You agree to notify us promptly of any unauthorized use of your account.
6. Privacy. Our collection and use of your personal information on the Guidesly Service is described in our Privacy Statement. By accessing or using the Guidesly Service, you acknowledge that you have read and understand the Privacy Statement.
7. Your Content.
7.1 Your Content. We may require or allow you (or someone else on your behalf) to submit or upload text, photographs, images, videos, reviews, information and materials to your profile on the Guidesly Service or otherwise in connection with using the Guidesly Service and/or participating in promotional campaigns we conduct on the Site (collectively, “Your Content”). For example, Service Providers are invited to create a profile page with a photograph and other information and to transmit photos of the guests and trips under their care to Guidesly Guests, while Guidesly Guests may submit reviews of Service Providers.
7.2 License. Except for the limitations on our use and disclosure of personal information described in our Privacy Statement, to the maximum extent and duration permitted under any applicable law, you grant Guidesly an irrevocable, perpetual, non-exclusive, fully paid worldwide license to use, copy, perform, publicly display, reproduce, adapt, modify, transmit, broadcast, prepare derivative works of, and/or distribute Your Content in connection with providing and/or promoting the Guidesly Service, and to sublicense these rights to third parties.
7.3 Release. If your name, voice, image, persona, likeness, or performance is included in any of Your Content, you hereby waive, and release Guidesly and its users from, any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Your Content in accordance with the license in Section 7.2 and the other provisions of these Terms.
7.4 Your Representations and Warranties about Your Content. You represent and warrant that (1) you are the owner or licensor of Your Content, and that you have all rights, consents and permissions necessary to grant the license in Section 7.2 and make the release in Section 7.3 with respect to Your Content, (2) that you have any necessary consents and releases from individuals who appear in Your Content; and (3) Your Content does not violate the law or these Terms.
7.5 Right to Remove or Screen Your Content. Though we are not obligated to do so, we reserve the right to monitor, screen, edit and/or remove Your Content on the Guidesly Service. Our enforcement of these Terms with respect to Your Content is at our discretion, and failure to enforce the Terms in one instance does not create a waiver of our right to enforce them in another instance. We have no obligation to retain or provide you with copies of Your Content, nor will we have any liability to you for any deletion, disclosure, loss or modification to Your Content. It is your sole responsibility to maintain backup copies of Your Content.
7.6 Reviews. The Guidesly Service may provide the ability to leave public and/or private reviews of users. You acknowledge that even private reviews may be shared with third parties in accordance with applicable law and our Privacy Statement and that Guidesly has no obligation to preserve or indefinitely store any reviews. If you are a Service Provider, we have no obligation to provide you with the content of any reviews about you submitted by other users of the Guidesly Service, whether before or after termination of your account for the Guidesly Service. We will have no liability to you for any deletion, disclosure, loss or modification of these reviews. We reserve the right to screen, edit or remove these reviews from the Guidesly Service at any time.
8. Phone, Text and Mobile Communications.
8.1 Consent to Autodialed Text Messages. This section 8.1 applies only to users in the United States. You consent to Guidesly communicating with you about the Guidesly Service by SMS, text message, email and other electronic means, including autodialed text messages containing service information and/or marketing messages, even if your phone number is on the do-not-call list. Your carrier's normal messaging, data and other rates and fees will apply to these communications. You are not required to provide this consent to receive marketing messages as a condition of purchasing anything or using the Guidesly Service, and you may opt-out of receiving these messages at any time as described in our Privacy Statement (though you may continue to receive messages while Guidesly processes your request).
8.2 Phone Number Changes. In the event you deactivate a mobile phone number provided to us, you agree to update your Guidesly account information promptly to ensure that messages are not sent to the person who acquires your old number.
9. Fees & Payment.
9.1 Currency. All fees, deductible amounts and other payments referenced on, or charged through, the Guidesly Service are listed and payable in local currency.
9.2 Fees for Guidesly Guests. Guidesly Guests may purchase Guide Services from a Service Provider by completing a Booking as described in Section 2.5. If you are a Guidesly Guests, you enter into a transaction with the Service Provider when you accept a Booking, and you agree to pay the total fees indicated in the Booking. As described in Sections 9.3 and 9.4, the total amount Guidesly Guests are charged for a Booking may also include a service fee payable to Guidesly. Where required by law, the amount charged will also be inclusive of applicable taxes. The Service Provider, not Guidesly, is responsible for performing the Guide Services.
9.3 Fees for Service Providers. Service Providers may agree to provide Guide Services to a Guidesly Guests by agreeing to a Booking as described in Section 2.5. If you are a Service Provider, you must confirm the Booking before it expires or the Guidesly Guests will have no obligation to complete the transaction. Once the Booking is completed by both parties, you agree to honor the price set forth in your Booking. The purchase of Guide Services is a transaction between the Guidesly Guests and the Service Provider. Guidesly’s role is to facilitate the transaction. We will (either directly or indirectly through an authorized third party) collect payment from the Guidesly Guests at the time of Booking and (except to the extent of any payment hold pursuant to Section 9.7) initiate payment to the Service Provider’s account 48 hours after completion of the service period indicated in the Booking. Service Providers are charged a service fee as described in Section 9.4. Where required by law, the amount charged will also be inclusive of applicable taxes.
9.4 Service Fees. We charge service fees for some aspects of the Guidesly Service. If you are a Service Provider, except where otherwise specified via the Guidesly Service, our service fee is calculated as a percentage of the fees a Guidesly Guests agrees to pay to you in a Booking and is collected from each Booking.
9.5 Late Fees and Additional Charges. If you are a Guidesly Guests, you acknowledge and agree that, if you fail to arrive for your trip or extend the service period agreed in a Booking, you will be charged for additional service time (pro rata for each partial late day) at the daily rate established in the Booking. In addition, you agree to indemnify Guidesly from, and agree that we may charge your credit card or other payment method for, any additional costs and expenses we or the Service Provider incur as a result of your failure to fulfill the terms documented and agreed in your Booking.
9.6 Cancellations & Refunds.
9.7 Payment Holds. If you are a Service Provider, Guidesly reserves the right to issue a hold on amounts otherwise payable to you pursuant to Section 9.3 if there is a reasonable suspicion of fraudulent activity involving your account(s) or for other similarly compelling reason involving protection of Guidesly, the Guidesly community or third party rights. We may also recommend that third party payment service providers restrict your access to funds in your account under the same circumstances.
9.8 Authorization to Charge. When you pay for Guide Services or for other services on the Guidesly Service, you will be required to provide us with valid, up-to-date credit card or other payment information and to maintain that payment information (or an acceptable alternative payment method) on file with your account so long as you have any outstanding, confirmed Bookings. Guidesly’s role is to facilitate payments from Guidesly Guests to Service Providers as limited payment agent for the Service Provider. You authorize us to charge your credit card or other payment method for fees you incur on the Guidesly Service as they become due and payable, and to charge any alternative payment method Guidesly has on record for you in the event your primary payment method is expired, invalid, or otherwise not able to be charged. You are responsible for maintaining up-to-date payment information. If we cannot charge you for fees when due because your payment information is no longer valid, or if we do not receive your payment when due, then you understand that neither Guidesly nor the Service Provider will be responsible for any failure to provide services associated with those fees. Except as expressly provided in these Terms, all fees paid via the Guidesly Service are non-refundable once paid.
9.9 Taxes. Except for taxes on Guidesly’s income and gross receipts or where Guidesly is otherwise required to collect taxes, you acknowledge that you are solely responsible to pay any applicable taxes that arise as a result of your purchase, provision, or use of Guide Services via the Guidesly Service. This includes, without limitation, any form of sales tax, VAT, or income tax on fees paid or received by you through the Guidesly Service.
10. Background Checks and Identity Verifications.
Guidesly may provide Service Providers with access to third party consumer reporting agencies that perform, among other things, personal identification verification services (“Identity Verification”) or criminal records checks, sex offender registry checks, motor vehicle records checks and/or identification verifications (collectively, “Background Checks”). Outside of the US and Canada, these services are limited to Identity Verification. We do not provide