Terms of Service

Effective: June 1, 2020

  1. Acceptance of Terms; Modifications. These Terms of Service (the “Terms”) are a binding legal agreement between you and Guidesly, Inc., a company incorporated under the laws of Delaware with a registered office at 16192 Coastal Highway, Lewes, Delaware 19958 (“Guidesly,” “we,” “us” and “our”). The Terms govern your use of our software applications, resources and services for guests and guide service providers to find each other, communicate with each other, and arrange for the provision of guide services (collectively, our “Guidesly Service”). The Terms govern all use of the Guidesly Service, whether you access it from our website at https://www.guidesly.com (or any localized version) (the “Site”), our mobile applications and mobile websites, our Facebook application, our online or phone support offerings, or any other access point we make available to you. Our Guidesly Guarantee Terms, Reservation Protection Policy and other Policies applicable to your use of the Guidesly Service are incorporated by reference into these Terms of Service. BY AGREEING TO THESE TERMS DURING THE ACCOUNT SIGN-UP PROCESS OR ACCESSING OR USING THE GUIDESLY SERVICE WITHOUT AN ACCOUNT, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCEPT THEM, IN WHICH CASE YOU DO NOT HAVE THE RIGHT TO USE THE GUIDESLY SERVICE.

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.

2.7 Google Maps. Use of the Guidesly Service requires use of Google Maps features and content, which are subject to the current (1) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html (including the Acceptable Use Policy at https://cloud.google.com/maps-platform/terms/aup/); and (2) Google Privacy Policy at https://www.google.com/policies/privacy/ (collectively, the "Google Terms"). By using the Guidesly Service, you acknowledge and agree to the Google Terms as they apply to you (e.g., as an "End User"). Any unauthorized use of the Google Maps features and content may result in your suspension or termination from the Guidesly Service.

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.

  • For Guidesly Guests, this means, among other things, that you have obtained and will maintain any mandatory insurance policies and provided to Service Providers any information required.
  • For Service Providers, this includes that you are legally eligible to provide Guide Services in the jurisdiction where you provide Guide Services; that you have complied and will comply with all laws and regulations that are applicable to you; that you have obtained all business licenses and permits necessary to legally provide Guide Services; and that, when providing Guide Services, you will comply with applicable laws.

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:

  • To use the Guidesly Service only in a lawful manner and only for its intended purposes.
  • Not to use the Guidesly Service to arrange for trips targeting or involving: (a) exotic or inherently dangerous pets such as venomous snakes or constrictors, primates, wolves or wolf hybrids, non-domesticated cats, alligators, horses or other livestock; (b) any animal whose ownership or third-party care is prohibited under applicable law; or (c) any animal that has a history of, or which has been trained for, attacks on pets or people.
  • Not to submit viruses or other malicious code to or through the Guidesly Service.
  • Not to use the Guidesly Service, or engage with other users of the Guidesly Service, for purposes that violate the law.
  • Not to use the Guidesly Service to arrange for the provision and purchase of services with another user, then complete transactions for those services outside of the Guidesly Service.
  • Not to use the Guidesly Service for purposes of competing with Guidesly or to promote other products or services.
  • Not to post reviews about Service Providers that aren’t based on your personal experience, that are intentionally inaccurate or misleading, or that violate these Terms.
  • Not to post content or materials that are pornographic, threatening, harassing, abusive, or defamatory, or that contain nudity or graphic violence, incite violence, violate intellectual property rights, or violate the law or the legal rights (for example, privacy rights) of others.
  • Not to post “spam” or other unauthorized commercial communications.
  • To use the Guidesly Service only for your own purposes, and not to impersonate any other person.
  • Not to transfer or authorize the use of your account for the Guidesly Service by any other person, or to engage in fraudulent transactions.
  • Not to provide false information in your profile on, or registration for, the Guidesly Service, or to create multiple or duplicate accounts.
  • Not to interfere with our provision of, or any other user’s use of, the Guidesly Service.
  • Not to solicit another user’s username and password for the Guidesly Service or any other sensitive personal information, including bank details.

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.

  • Reservation Protection. As more fully described on Guidesly’s Guidesly Guarantee page, Guidesly can help you find replacement Service Providers when Service Providers cancel Bookings near the start date of the service period identified in the Booking. The availability of the Reservation Protection depends on the timing of the cancellation and the type of Guide Services provided; consult the Guidesly Guarantee page for details.
  • Cancellations by Service Provider. If a Service Provider cancels a Booking prior to or during the service period identified in the Booking, we will refund the fees paid by the Guidesly Guests for Guide Services not provided, as well as any service charge paid to Guidesly. If you are a Service Provider, you can appoint a substitute Service Provider (as agreed by the Guidesly Guests and so long as the substitute has an active account on the Guidesly Service and has agreed in writing to accept a Booking) by contacting Guidesly to modify the Booking. If you do not find a substitute and repeatedly cancel accepted Bookings without justification, Guidesly may terminate your account.
  • Cancellations by Guidesly Guests. If a Guidesly Guests cancels a Booking prior to or during the service period specified in a Booking, we will refund fees in accordance with the cancellation policy selected by the Service Provider on the Guidesly Service. All Service Providers are required to select a cancellation policy prior to completing a Booking so that Guidesly Guests are aware of the cancellation policy prior to Booking. For more information about cancellation policies, please visit the Help Center.
  • Force Majeure. The cancellation policies described herein may not apply in the event of certain emergency situations beyond the control of Service Providers and/or Guidesly Guests that make it impossible or impractical to perform agreed Bookings, such as evacuations resulting from earthquake, hurricane, wildfire, flood, war, pandemics, riots or other similar disaster. In such cases Guidesly may, in its reasonable discretion, issue refunds under terms that vary from a Service Provider’s selected cancellation policy.
  • Refunds for Failure to Perform. If we determine in our reasonable discretion that a Service Provider has failed to provide Guide Services as agreed with the Guidesly Guests or is otherwise in breach of these Terms, then we may, in our reasonable discretion, cancel a Booking and/or issue a full or partial refund to a Guidesly Guests.
  • General Terms for Cancellations. If you wish to cancel a Booking, you should use the mechanisms available through the Guidesly Service to do so. For purposes of the policies and terms in this Section 9.6, the date of cancellation is the date that a user cancels through the Guidesly Service, regardless of any separate communications between users outside of the Guidesly Service.
  • Payment Disputes; Payment Outside of the Guidesly Service. Guidesly initiates payments to Service Providers 48 hours after completion of a Booking. Once these amounts have been disbursed, any further payment disputes are between the Guidesly Guests and Service Provider, and Guidesly has no obligation to mediate or facilitate any resolution. Further, Guidesly has no responsibility or liability with respect to any tips, bonuses, or other payments made outside of the Guidesly Service.

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