Terms & Conditions
ACCEPTANCE OF THESE TERMS
PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity, its directors, officers, employees, and agents.
Guided reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. Guided will notify you of changes by posting on the Guided Terms and Conditions website, sending you a message, or otherwise notifying you when you are logged into your account. Modifications will become effective thirty (30) days after the earliest of: (a) modifications being posted on the Platform; (b) Guided’s transmission of a message to you about the modifications; or (c) you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the thirty (30) days shall constitute your consent to the changes. If you do not agree, you may not access or use the Guided Platform.
ADDITIONAL TERMS AND POLICIES
Telephone Consumer Protection Act Disclosure
Communications from Guided, including its agents, representatives, affiliates, or business partners, may include but are not limited to: operational communications concerning your account or use of the Guided Platform, updates concerning new and existing features of the Platform, marketing information and promotions run by us, our agents, representatives, affiliates, or business partners, and any news concerning Guided.
By entering your telephone number into the Guided Platform, you expressly agree to receive communications for the purposes identified above from us, our agents, representatives, affiliates, or business partners, via e-mail, SMS or text messages, phone calls, and push notifications. You further expressly agree that these communications, including phone calls, SMS or text messages, may be generated using automated technology, such as an automatic telephone dialing system, or artificial or prerecorded voice, and even if your telephone number(s) is listed on any corporate, state, or federal Do-Not-Call lists.
You represent that for the telephone number(s) that you may provide to us, you are the current subscriber or customary user and that you have the authority to provide the consent described above to be contacted at such number(s). You agree to promptly alert us whenever you stop using a particular telephone number. Standard charges may apply to the receipt of these calls or text messages.
Opting-out of Promotional Communications. If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of marketing or promotional calls or texts, email [email protected] with the subject: Opt Out. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the site or the services provided by non-Guided entities.
Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.
“Collective Content” means User Content and Guided Content together.
“Content” means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Pro Services requests, message threads, reviews, calls, and other information or materials available on or through the Platform.
“Customer” means an individual who is registered to make requests for Pro Services, or otherwise uses the Platform to receive, pay for, review, or facilitate the receipt of Pro Services.
“Member” means a person or entity who completes Guided’s account registration process or a person or entity who submits or receives a request through Guided, including but not limited to Professionals and Customers.
“Platform” means all Guided websites, mobile or other applications, software, processes and any other services provided by or through Guided.
“Pro Services” means the services listed, quoted, scheduled, offered or provided by Professionals, or sought, scheduled or received by Customers, through the Platform.
“Professional” means a Member who is registered to provide Pro Services, or otherwise uses the Platform to offer, provide, receive payment for, or facilitate the provision of Pro Services.
“Guided Content” means all Content Guided makes available on or through the Platform, including any Content licensed from a third party, but excluding Member Content.
“User Content” means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any Member or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding Guided Content and Feedback.
ELIGIBILITY, PROFESSIONAL REPRESENTATIONS, WARRANTIES, AND USE OF THE PLATFORM
Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you are eligible.
By registering or using the Platform to offer, post, or provide Pro Services, Professionals represent and warrant that they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Pro Services and in relation to the specific job they are performing. Professionals otherwise agree to comply with all applicable laws, including the California Consumer Privacy Act, in their use of the Platform and any personal information obtained from the Platform.
Guided is not in the business of providing Pro Services. Guided provides a venue for informational and educational purposes, owned and operated by Guided, that exists solely to broker relationships between Professionals and Customers of those Professionals who are interested in purchasing the Pro Services they provide.
Professionals understand and agree that by creating and maintaining an account on the Platform, they receive only the ability to use the Guided Platform to access persons interested in receiving Pro Services and related tools, including but not limited to the ability to message those persons, that facilitate the provision of Pro Services. For example, Customers may use the Platform to intentionally interact with Professionals regarding Pro Services.
Professionals, not Guided, provide Pro Services. The Professionals determine which calls to answer; the Professionals are not employees or agents of Guided but are independent service providers using the Platform to sell their knowledge and experience to Customers and, as such, together with Customers, are simply users of the Platform.
Guided is not involved in the conversations between Customers and Professionals or the provision of Pro Services. Guided shall not be liable for any acts or omissions of Professionals, or the ability of Professionals to answer Customer questions or provide Pro Services. We cannot ensure that a Professional will complete a transaction.
Professionals understand and agree that they are not Guided employees, joint venturers, partners, or agents. Professionals acknowledge that they provide their own equipment, and determine their own work schedule. Guided does not control, and has no right to control, the services a Professional provides (including how the Professional provides such services) if the Professional is engaged by a Customer or any other person.
Guided, as permitted by applicable laws, may obtain reports regarding Professionals, which may include history of criminal convictions or sex offender registration, and we may limit, block, suspend, deactivate, or cancel a Professional’s account based on the results of such a check. As a Professional, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports from Guided’s vendors, if requested.
ACCOUNT REGISTRATION AND OTHER SUBMISSIONS
You are solely responsible for all activity that occurs on your Account, and you will notify Guided immediately of any unauthorized use. Guided is not liable for any losses by any party caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Guided or others due to such unauthorized use. Your account is nontransferable except with Guided’s written permission and in line with Guided policies and procedures.
YOUR LICENSE TO USE THE PLATFORM
Subject to your compliance with these Terms, Guided grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you AS IS. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Guided or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to Guided a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Platform or Pro Services, or for any other purpose in our sole discretion, except that the contents of private messaging through the Platform will not be used by Guided in public advertising. In the interest of clarity, the license granted to Guided shall survive termination of the Platform or your Account. Guided does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.
You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Guided the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Guided’s use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While it has no obligation to do so, you agree that Guided may proofread, summarize or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.
Guided reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or users, or for any other reason.
As a user of the Platform, you may not:
Use another person’s Account, misrepresent yourself or Pro Services offered through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, or post Content in any inappropriate category or areas on the Platform;
Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose without Guided’s prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Guided reserves the right to revoke these exceptions either generally or in specific cases);
In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Platform information or Content including but not limited to, for use on a mirrored, competitive, or third-party site;
Transmit more request messages through the Platform in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
Take any action that (a) may unreasonably encumber the Platform’s infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm Guided or users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents or manipulates Fee (defined herein) structure, billing, or Fees owed;
As a Professional, use the Platform in any manner that circumvents your obligation to pay Guided for access to services provided by the Platform;
As a Professional, notwithstanding anything to the contrary contained in these Terms, “sell” any personally identifiable data (as that term is defined by the California Consumer Privacy Act), including but not limited to information related to Customers;
Collect, harvest, or publish any personally identifiable data including but not limited to names or other account information, from the Platform, or use the communication systems provided by the Platform for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
Recruit, solicit, or contact in any form Professionals or Customers for employment or any other use not specifically intended by the Platform;
Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
Advertise or solicit a Pro Service not related to or appropriate for the Platform including, but not limited to any Pro Service that (a) is not in supported categories or provides only products; (b) provides directories or referrals; (c) offers lending; (d) offers rental space; (e) promotes events (such as a party or professional convention); (f) competes with the business of Guided; (g) is based outside the United States; (h) promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; or (i) offers a Pro Service not reasonably available to a Customer or other individual in that Customer or individual’s location;
Submit User Content that damages the experience of any user including but not limited to (a) requests to download non-Guided mobile applications and/or links that direct the user to mirrored websites where the user must enter information that is redundant with what has already been entered on Guided, (b) offers to purchase a Pro Service or any other service outside of Guided, or (c) using a profile page or user name to promote services not offered on or through the Platform;
Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;
Fail to perform Pro Services purchased from you as promised, unless the Customer or other individual fails to materially meet the terms of the mutually agreed-upon agreement for the Pro Services or refuses to pay, or a clear typographical error is made;
Engage in fraudulent conduct including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting users to mail cash or use other payment methods prohibited by Guided;
Sign up for, use, or otherwise solicit a Pro Service with no intention of following through with your use of or payment for the Pro Service;
Agree to purchase a Pro Service when you do not meet a Professional’s requirements;
Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and
Attempt to indirectly undertake any of the foregoing.
GUIDED FEES AND TAXES
As a Customer, you understand that request or use of a Pro Service may result in charges to you (“Charges”). Charges for a Pro Service include charges for the Professional’s time and other applicable fees, surcharges, and taxes as required by applicable law, plus any tips to the Professional that you elect to pay. Guided has the authority and reserves the right to determine and modify pricing by quoting you a price for a specific service at the time you make a request. Pricing may vary based on the type of service you request. You are responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.
Fees and Other Charges.
Service Fee. You may be charged a “Service Fee” for each call with a Professional.
Prime Time. At certain times, including times of high demand for Guided Services (“Prime Time”), you acknowledge that Charges may increase substantially.
Cancellation Fee. After requesting Pro Services from a Professional you may cancel the request through the Guided App, but note that in certain cases a cancellation fee may apply.
Other Charges. Other fees and surcharges may apply to your receipt of Pro Services with a Professional, including: state or local fees, or event fees as determined by Guided or its marketing partners. In addition, where required by law Guided will collect applicable taxes
Tips. Following a call with a Professional, you may elect to tip your Professional through the Guided Platform. You may also elect to set a default tip amount or percentage through the Guided App. Any tips will be provided entirely to the applicable Professional.
Facilitation of Charges. All Charges are facilitated through a third-party payment processor. Guided may replace its third-party payment processor without notice to you. Your payment of Charges to Guided satisfies your payment obligation for your use of the Guided Platform and Guided Services. Guided may group multiple Charges into a single aggregate transaction on your payment method based on the nature of the Charges and/or the date(s) they were incurred.
No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Guided Platform, any disruption to the Guided Platform or Guided Services, or any other reason whatsoever.
Credit Card Authorization. Upon addition of a new payment method or each request to speak to a Professional, Guided may seek authorization of your selected payment method to verify the payment method, ensure the cost of the call with the Professional will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
Payments to Professionals
Payments. Professionals are entitled to payments for the Pro Services they provide to Customers. The payment depends on the length of the call and the rate set for the Pro Service provided. Pro Services are billed in 15-minute increments. You expressly agree Guided makes no representation or warranties concerning the amount of your rate. A Professional’s rate is subject to change at Guided’s discretion and the rate will be displayed for each video call request. By continuing to use the Guided Platform, you are deemed to accept these changes.
Additional Payments to Professionals. In addition to the payment based off per 15-minute rate and the time spent providing Pro Services, you will receive any tips provided by a Customer to you, if applicable.
Payments, Adjustments and Settlement. Guided will collect payments owed to Professionals by Customers and other third parties as your limited payment collection agent and you agree that the receipt of such payments by Guided satisfies the payer’s obligation to you. Guided reserves the right to adjust or withhold all or a portion of a payment owed to you (except tips) (i) if we believe that you have attempted to defraud or abuse Customers, Guided, or Guided’s payment systems, or (ii) in order to resolve a Customer complaint. Guided’s decision to adjust or withhold the payment in any way shall be exercised in a reasonable manner. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law.
Guided Fees. In exchange for facilitating the Pro Services that Professionals provide to Customers, Professionals agree to pay Guided (and permit Guided to retain) a fee based on each transaction in which the Professional provides Pro Services. In addition, Guided may charge Professionals other fees on a one-time, recurring or periodic basis. The amount of such fees may vary by market or other factors and shall be communicated to Professionals in advance of incurring the fee.
Payment Processing. Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the “Stripe Terms”). By using the Platform to receive payment proceeds, Professionals agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of Guided enabling payment processing services through Stripe, Professionals authorize Guided to obtain all necessary access and perform all necessary activity on their Stripe Connected Account to facilitate the Professionals provision of Pro Services as contemplated by the Agreement and the Professional’s relationship with Guided. Professionals further agree to provide accurate and complete information about themselves and their business, and authorize Guided to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. Guided reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
No Additional Amounts. Professionals acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Guided and its Affiliates may seek to generate additional demand for Pro Services from new and existing Customer. Professionals acknowledge and agree such advertising or marketing does not entitle Professionals to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
Guided may publicly display advertisements, paid content, and other sponsored information. The manner, mode, and extent of such advertising are subject to change without specific notice to you.
DISPUTES BETWEEN OR AMONG USERS
Guided values our Professionals and Customers, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Platform cannot be resolved independently, you agree, at Guided’s request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by Guided or a neutral third-party selected by Guided. Notwithstanding the foregoing, you acknowledge and agree that Guided is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.
INTELLECTUAL PROPERTY RIGHTS
Guided Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Guided and its licensors exclusively own all right, title, and interest in and to the Platform and Guided Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Guided used herein are trademarks or registered trademarks of Guided. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.
By sending us any feedback, comments, questions, or suggestions concerning Guided or our services, including the Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Guided and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Account or the Platform.
We expect users to respect copyright law. In appropriate circumstances we will terminate the Account of any user who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright & DMCA Policy for more information.
Guided does not endorse any Member, user, or any Pro Services, and Guided is not a party to any agreements between or among users, Members, or third parties. No agency, partnership, joint venture, or employment is created as a result of the Terms or any user’s or Member’s use of any part of the Platform, including but not limited to any scheduling or other services. Neither Guided nor any Members or users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Members are required by these Terms to provide accurate information, and although Guided may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any user or their purported identity or background, regardless of the specific Guided services they are using or any involvement by Guided personnel in providing or scheduling those services.
Any reference on the Platform to a user being licensed or credentialed in some manner, or “badged,” “best of,” “top,” “background checked” (or similar language) designations indicates only that the user has completed a relevant account process or met user review standards, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Guided and is not verification of their identity and whether they or their Pro Services are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. You should always exercise responsibility, due diligence and care when deciding whether to have any interaction with any other user. Guided has no responsibility for any damage or harm resulting from for your interactions with other users.
The Collective Content may contain links to third-party websites, offers, or other events/activities not owned or controlled by Guided. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.
By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from Guided with respect to such actions or omissions.
SANCTIONS FOR VIOLATIONS OF THESE TERMS
Without limiting any other rights reserved herein, Guided may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Guided, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds or paid Fees, assessing monetary penalties or costs, terminating your Account, notifying other Members of the termination of your Account and/or the violation of these Terms, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.
ACCOUNT SUSPENSION OR TERMINATION
We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your Guided Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from Guided support teams; (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, cancelled, or otherwise penalized in any way, and why this action has been taken; and (c) you will not be entitled to any compensation for Platform services or Pro Services cancelled or delayed as a result of Account termination. You may cancel your use of the Platform and/or terminate your Account at any time. Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews.
The Terms and the relationship between you and Guided shall be governed in all respects by the laws of the State of South Carolina, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against Guided that is not subject to arbitration must be resolved by a federal or state court located in Richland County South Carolina, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the federal and state courts located within Richland County for the purpose of litigating all such claims or disputes. You hereby waive any and all jurisdictional and venue defenses otherwise available.
YOUR USE OF THE PLATFORM, PRO SERVICES, OR COLLECTIVE CONTENT SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT GUIDED DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING BUT NOT LIMITED TO PROFESSIONALS AND CUSTOMERS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GUIDED AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE PRO SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. GUIDED MAKES NO WARRANTY THAT THE PLATFORM OR PRO SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GUIDED ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. GUIDED SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GUIDED OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CUSTOMERS, PROFESSIONAL S OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT GUIDED DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY PRO SERVICES. GUIDED MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE PRO SERVICES. GUIDED EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF GUIDED OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER GUIDED NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUIDED HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, PRO SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM.
IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF GUIDED AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, PRO SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY PRO SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO GUIDED BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.
INDEMNIFICATION AND RELEASE
You agree to release, defend, indemnify, and hold Guided and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your User Content; (c) your interaction with any Member or user; and (d) the request or receipt or offer or provision of Pro Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Pro Services.
Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold Guided and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 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.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Force Majeure: Other than payment obligations, neither Guided nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Contacting You and E-SIGN Consent: You agree that Guided may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With your consent, Guided, Customers, Professionals, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Guided, Customers, Professionals, or other individuals you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to [email protected] with “Revoke Electronic Consent” in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device.
Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Guided’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the Pro Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.
Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect. Contact Information: If you have any questions about these Terms or the Platform, please contact us by sending an email to [email protected], or by writing to 2 Office Park Court, #103, Columbia, SC 29223.