TERMS OF USE - GUIDRR CREATOR PLATFORM

These terms affect those who use the Guidrr guide-creation platform to produce guides. Creators accept these terms online at the platform once they log on for the first time using an Instagram login. This is a copy of the terms - the original is accepted by each creator once logged in to the platform online. 

LAST UPDATED JULY 20 2017

Overview of Guidrr, Inc.

Guidrr, Inc. (“Guidrr”) offers a content creation and distribution platform consisting of a custom destination guide creation platform, an iOS app, and a Web viewer (collectively, the “Service”).

The Service enables those seeking to create destination-relevant content (collectively, “Creators”) to use Guidrr’s proprietary process and product to create content in the form of mobile digital travel guides (“Guides”) and offer them to end users within the Guidrr iOS app, through a web view, and through any other distribution platforms that Guidrr may offer in the future.

Guidrr, Inc., which is a marketing technology platform for destination content creators, offers both a free option and paid subscription options to use its Service. Creators self-create Guides for view by Users – who can use the Services to browse and download Guides from around the world. Guidrr reviews all submitted Guides, which are then forwarded for publication on a schedule, in a process of approval managed by the Guidrr team. The Guidrr team may reject Guides for any reason or no reason, in their sole discretion.

There are a few ways to become a creator on Guidrr:

1.     Free/Trial Creators. Creators can road-test the platform and create multiple pieces of content. A creator account enables the posting of one approved Guide to be visible on the Services at no cost to the Creator.

2.     Subscribing Creators. Those with an online presence and a need to create multiple destination guides can pay for access to the ability to share multiple guides on the Service - and further subscribe to host a branded channel within the Service that houses their content. These subscribing users also receive additional benefits, including but not limited to, analytics and community best-practices, based on their subscription level. Occasionally, Guidrr may offer a Creator the ability to use the Subscription Service at a promotional cost that may be reduced from the market rate, in the sole discretion of Guidrr.

The current pricing schedule for subscriptions is available here (http://www.guidrr.com/subscribe-creators/) for review by Creators. This pricing schedule may be updated to alter prices or change features at any time without prior notice to existing subscribers.

Our Agreement with our Creators

This document governs use of the Guidrr platform and outlines our agreement with approved creators. It also covers our Creator Key Principles, our transparent outline of the philosophy underlying Guidrr.

By accessing the Service and offering Guides for view, you are agreeing to our entire Terms of Use and further agreeing to uphold and adhere to our Key Principles.

Terms of Use

By accessing or using the creator.guidrr.com website, the Guidrr guide-creation service, or any applications (including mobile applications or web viewers) made available by Guidrr (all included within the Service), however accessed, you agree to be bound by these terms of use ("Terms of Use"). The Service is owned and controlled by Guidrr. These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Service.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND GUIDRR WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU IRREVOCABLY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Basic Terms

1   You must be at least 13 years old to use the Service.

2   You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service. 

3   Guidrr authenticates your identity for access to its Service via your own personal Instagram account and Instagram handle via a third party approval process. You are solely responsible for your own Instagram account and any related terms of use for Instagram. When accessing our Service, you agree to use only your own Instagram account or accounts or to use ones you are authorized to use on behalf of a creator in order to build Guides.

4   You are responsible for any activity that occurs through our Service (accessible at creator.guidrr.com account) and you agree you will not sell, transfer, license or assign your Guides or any account rights to others. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Guidrr prohibits the creation of and you agree that you will not create an account for anyone other than yourself.

5   Guidrr is not responsible for your Instagram account or log in credentials. You alone are responsible for keeping your Instagram login update to date.  The only way we use your Instagram log in is to authenticate your access and to provide you with the ability to include your own Content in your Guides. Although we store your Instagram username, Guidrr does not store or retain your Instagram login credentials, and you hereby expressly waive any and all causes of action against Guidrr arising out of or related to your Instagram account.

6   You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via Guidrr, including, without limitation, any sensitive personal information, private addresses, or private email accounts.

7   You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content (defined below), including but not limited to, copyright laws.

8   You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials including all associated geotags and meta data (collectively, "Content") that you submit, post or display on or via the Service.

9   Guidrr uses Instagram's private API to enable you to include your own Instagram photo and video elements in your Guides. We are not responsible for Instagram’s API and access to the Instagram API may change at any time and may be replaced with another means of access. Use of Instagram's API is subject to a separate set of terms available here: http://instagram.com/about/legal/terms/api/. In the future Guidrr may build its own tools or add other third-party services and tools in order to provide you with the ability to build and share original Guides.

10            You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.

11            You must comply with Guidrr’s Creator Key Principles, available here: http://www.guidrr.com/5-principles.

12            Violation of these Terms of Use may, in Guidrr’s sole discretion, result in termination or suspension of your account and loss of proceeds from sale of your Guides. You understand and agree that Guidrr cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Guidrr, we can stop providing all or part of the Service to you.

Overall Terms

1   We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your Guidrr account by emailing us here: hello@guidrr.com with the Subject Line “Deactivate My Account” and you must include the Instagram handle used to access our Service in the request. If we terminate your access to the Service or you use our email request process to deactivate your account, your Guides will no longer be accessible through the Guidrr app to new Users but current Users who have purchased and paid for your content and have it downloaded on their phone will still be able to use it - those materials and data may persist and appear within the Service into perpetuity.

2   Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.

3   We reserve the right, in our sole discretion, to change these Terms of Use ("Updated Terms") from time to time. Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.

4   We reserve the right to refuse or suspend access to the Service to anyone for any reason at any time.

5   We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we believe or determine in our sole discretion violates these Terms of Use.

6   You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that Guidrr is not responsible or liable for the conduct of any user. Guidrr reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Guides or any personal or other information.

7   There may be links from the Service, or from communications you receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature. For example, the Service may include a feature that enables you to share Content from the Service or your Content with a third party, which may be publicly posted on that third party's service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. Guidrr does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Guidrr is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. From time to time, you may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Guidrr has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold the Guidrr Parties (defined below) harmless for activity related to the Application.

8   You agree that you are responsible for all data charges you incur through use of the Service.

9   We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, user profiles and Guides (except as may be the result of standard search engine protocols or technologies used by a search engine with Guidrr’s express consent).

Rights

1      Guidrr does not claim ownership of any Content that you post on or through the Service whether included in your Guides or not. Instead, you hereby grant to Guidrr a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to the Content that you use to create Guides on or through the Service. With respect to Guides, the technology and templates to create the Guides shall be the property of Guidrr, however the content of the Guides shall be the Creator’s Property.

2      Some of the Service may in the future be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Guidrr may place such advertising and promotions on the Service or on, about, within, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.

3      You represent and warrant that: (i) you exclusively own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction, and (v) all of the information and images included in the Content are, to the best of your knowledge, true and accurate and not intended to deceive, defraud, or mislead.

4      The Service contains content owned or licensed by Guidrr ("Guidrr Content"). Guidrr Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Guidrr, Guidrr owns and retains all rights in the Guidrr Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Guidrr Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Guidrr Content.

5      The Guidrr name and logo are trademarks of Guidrr, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Guidrr. In addition, all taglines, page headers, product formats, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Guidrr, and may not be copied, imitated or used, in whole or in part, without prior written permission from Guidrr.

6      Although it is Guidrr’s intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Guidrr reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by Guidrr, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Guidrr encourages you to maintain your own backup of your Content. In other words, Guidrr is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. Guidrr will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.

7      You agree that Guidrr is not responsible for Content posted within the Service. Guidrr does not have any obligation (but retains the right) to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms of Use, you may bear legal responsibility for that Content.

8      Except as otherwise described in the Service's Privacy Policy, available at http://www.guidrr.com/terms-privacy-mobile, as between you and Guidrr, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with Guidrr is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place Guidrr in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of Guidrr, and Guidrr will not be liable for any use or disclosure of any Content you provide.

9      It is Guidrr’s policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Guidrr does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that Guidrr is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

Reporting Copyright and Other IP Violations

1   We respect other people's rights, and expect you to do the same.

2   If you repeatedly or intentionally (i) infringe on Guidrr’s intellectual property rights, or (ii) infringe other people's intellectual property rights, we will disable your account when appropriate.

3   Report or respond to any copyright violations to us at: hello@guidrr.com with the Subject Line: “Copyright Violation Report/Response.” You recognize and hold us harmless for the time it takes for us to conduct a good-faith investigation into the violation and understand that reporting false violations may result in legal fees and/or court action. You understand that if others either inside our community or as outside Users report violations relating to Guides you have created, we may temporarily or permanently remove these Guides from the Service while a claim is under investigation. We have a zero tolerance policy for copyright/IP violations by Creators.  

Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, GUIDRR CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER GUIDRR NOR ANY OF ITS EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "GUIDRR PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE GUIDRR CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO GUIDRR OR VIA THE SERVICE. IN ADDITION, THE GUIDRR PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE GUIDRR PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE GUIDRR PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE GUIDRR PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE GUIDRR PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

THE GUIDRR PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE GUIDRR PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE GUIDRR CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE GUIDRR PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE GUIDRR PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE GUIDRR PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE GUIDRR PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF GUIDRR’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE GUIDRR PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE GUIDRR PARTIES.

GUIDRR IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

Indemnification

You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Guidrr’s request with counsel of Guidrr’s choosing), indemnify and hold the Guidrr Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Guidrr in the defense of any claim. Guidrr reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Guidrr.

Arbitration

Except if you opt-out or for disputes relating to: (1) your or Guidrr’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) ("Excluded Disputes"), you agree that all disputes between you and Guidrr (whether or not such dispute involves a third party) with regard to your relationship with Guidrr, including without limitation disputes related to these Terms of Use, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Guidrr hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. Neither you nor Guidrr will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Guidrr is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Guidrr or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services (JAMS). Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.

You may opt out of this agreement to arbitrate. If you do so, neither you nor Guidrr can require the other to participate in an arbitration proceeding. To opt out, you must notify Guidrr in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:

Guidrr, Inc., ATTN: Arbitration Opt-out 17290 Preston Road, Unit 300, Dallas TX.

You must include your name and residence address, the Instagram handle you use for your Guidrr account, and a clear statement that you want to opt out of this arbitration agreement.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Guidrr.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Guidrr must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Governing Law & Venue

These Terms of Use are governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms of Use, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with Guidrr exclusively in a state or federal court located in Dallas County, Texas, and to submit to the personal jurisdiction of the courts located in Dallas County for the purpose of litigating all such disputes.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Guidrr’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Guidrr reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Guidrr.

Entire Agreement

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and Guidrr and governs your use of the Service, superseding any prior agreements between you and Guidrr. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Guidrr. Any purported assignment or delegation by you without the appropriate prior written consent of Guidrr will be null and void. Guidrr may assign these Terms of Use or any rights hereunder without your consent. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.

Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Guidrr to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Guidrr provides.

Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

The effective date of these Terms of Use is July 20, 2017. These Terms of Use were written in English (US).