Last Updated: July 18, 2022
This Terms of Service Agreement (“Agreement”) is a binding legal contract between you and Guestie, LLC (“Guestie,” “we,” “us,” or “our”), regarding your use of Guestie’s website located at www.guestie.com on all platforms (the “Services”). Each Guestie and you may sometimes be referred to herein as a “Party” and together, “Parties.”
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess the consent of your legal parent or guardian, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
The Services are controlled and offered by Guestie from its facilities in the United States of America. Guestie makes no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with their local law.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. You agree there is no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE IN THIS AGREEMENT BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND GUESTIE WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
This Agreement governs the use of and access to the Services by you, your Agents, your Affiliates, and your End Users whether in connection with a free trial, free subscription, or paid subscription to the Services. By using or accessing a free trial, free subscription, or paid subscription to the Services, you agree to the following terms:
a. “Account” means any account created by or on behalf of you, your Agents, or your Affiliates within the Services.
b. “Additional Features” means additional features or functionality that are available or enabled through the Services but do not form part of the Services. Additional Features may also include third-party services that are purchased and/or subscribed to and that are identified as being resold by Guestie and governed by such third party’s alternate agreement. Additional Features are purchased or enabled separately from your Subscription Plan.
c. “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control, with such party. “Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such party, whether by contract, through the ownership of voting securities, or otherwise.
d. “Agent” means an individual authorized to use the Services through your Account.
e. “End User” means any individual or entity other than you, your Agents, or your Affiliates with whom you, your Agents, or your Affiliates, or your End Users, interact while using the Services.
f. “Intellectual Property Rights” means any registered and unregistered rights in inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and other trade secret rights, and all other proprietary rights, derivatives thereof, and forms of protection of a similar nature under any applicable law anywhere in the world.
g. “Subscription Charges” means all charges associated with your access to and use of an Account and the Services as referenced on the Services or in a separate agreement.
h. “Subscription Plan” means the service plan and the functionality and services associated therewith for the Services as referenced on the Services or in a separate agreement.
i. “Subscription Term” means the period during which you have agreed to subscribe to the Services as referenced on the Services or in a separate agreement.
2. THE SERVICES
a. Account. You agree you, your Agents, and your Affiliates are responsible for maintaining the accuracy and confidentiality of all login and password information for your Account.
b. Service. Guestie will make the Services and your Subscriber Content (defined below) available to you pursuant to this Agreement and the Subscription Plan you signed up for on the Services or in a separate agreement. Guestie will use commercially reasonable efforts to make the Services available twenty-four (24) hours per day, seven (7) days per week, except during planned downtime which Guestie will provide advance notice of via the Services or to the Account owner.
c. Support. Guestie will provide standard customer support for the Services for no additional charge.
d. Modifications. You agree that Guestie may modify the features and the Services during your Subscription Term. Guestie shall provide you with commercially reasonable advance notice of any depreciation of any material feature or functionality of the Services.
e. Additional Features. Guestie will notify you of any applicable supplemental terms and/or alternate agreement prior to your activation of any additional features. The activation of any additional features by you will be considered acceptance of the applicable supplemental terms and/or alternate agreement.
3. GENERAL USE OF THE SERVICES
By signing up for a Subscription Plan on the Services or in a separate agreement, Guestie hereby grants you a revocable, non-transferable, and non-exclusive permission to access and use the Services as set forth in this Agreement, provided that:
a. You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Services to any third party, without Guestie’s prior written authorization;
b. You agree not to alter, modify, or hack any part of the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks;
c. You agree not to attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of the Services;
d. You agree not to access Guestie Content (defined below) through any technology or means other than as authorized by this Agreement or a written agreement between you and Guestie;
e. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to the Services’ servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
f. You agree not to launch or facilitate, whether intentionally or unintentionally, a denial of service attack on any of the Services or any other conduct that materially and adversely impacts the availability, reliability, or stability of the Services;
g. You agree not to use the Services or Guestie Content in a manner that Guestie finds, in its sole discretion, has the effect of competing with or displacing the market for the Services, without Guestie’s express written consent;
h. You agree to otherwise comply with the terms and conditions of this Agreement, and all applicable local, national, and international laws and regulations; and
i. You agree Guestie reserves the right to modify, discontinue, or suspend any aspect of the Services at any time for any reason in its sole discretion. You agree Guestie is not liable to you, your Agents, your Affiliates, and your End Users for any modification, discontinuation, or suspension of the Services.
You agree this Section 3 applies to you, your Agents, your Affiliates, and your End Users.
4. YOUR USE OF GUESTIE CONTENT ON THE SERVICES
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your, your Agents, your Affiliates, and your End Users’ use of Guestie Content on the Services.
a. The content on the Services, except all Subscriber Content, including without limitation, the text, software, scripts, graphics, files, documents, images, photos, sounds, music, pictures, messages, interactive features, the design of and “look and feel,” and the like (“Guestie Content”) and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to Guestie, subject to copyright and other Intellectual Property Rights under the law. Guestie Content on the Services is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Guestie reserves all rights not expressly granted in and to the Services and Guestie Content.
b. You may access Guestie Content, Subscriber Content, and other content only as permitted under this Agreement. Guestie reserves all rights not expressly granted in and to Guestie Content and the Services.
c. You agree to not use, copy, reproduce, transmit, broadcast, sell, license, download, or otherwise exploit any Guestie Content other than as expressly permitted herein.
d. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Guestie Content or enforce limitations on use of the Services or Guestie Content therein.
e. You agree Guestie is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of or relating to content on the Services. You agree to indemnify and hold Guestie, its owners, operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Services.
5. SUBSCRIBER CONTENT AND CONDUCT
You, your Agents, your Affiliates, and your End Users may submit information, messages, files, or any other content (collectively referred to as “Subscriber Content”) to the Services. You, your Agents, your Affiliates, and your End Users:
a. Agree to be solely responsible for Subscriber Content and the consequences of posting or publishing it;
b. Agree to comply with the terms of this Agreement and any separate agreements between You, your Agents, your Affiliates, your End Users and Guestie;
c. Agree to comply with all applicable laws and regulations;
d. Agree to have all the necessary licenses, rights, consents, and permissions to submit Subscriber Content to the Services;
e. Agree to keep passwords and all other login information confidential;
f. Agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Services;
g. Agree to notify Guestie if there is any illegal or unauthorized activity or a security breach involving your Account;
h. Agree not to submit material that is copyrighted, trademarked, protected by trade secret or confidentiality, or otherwise subject to third-party proprietary rights, including privacy, personality and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Guestie all of the license rights granted herein;
i. Agree not to share, transfer, or otherwise provide access to an Account designated for you, your Agents, or your Affiliates to another unauthorized person or entity;
j. Agree not to use or attempt to use another user’s Account, or access or view another user’s messages, without authorization;
k. Agree not to access the Services in order to create a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
l. Agree not to send unsolicited communications, promotions advertisements, or spam;
m. Agree not to impersonate any person or organization;
n. Agree not to stalk, intimidate, threaten, harass, or otherwise cause discomfort of another user;
o. Agree not to upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or any other harmful technology that unlawfully accesses or downloads content or information stored within the Services;
p. Agree not to use the Services to circumvent any Subscription Plan restrictions. If Guestie discovers that your use of the Services violates any provisions of this Agreement or your Subscription Plan, Guestie reserves the right to charge you, and you agree to pay for said usage in addition to other remedies available to Guestie;
q. Agree that the Services are intended solely for posting Subscriber Content related to weddings and/or other social events (“Events”);
r. Agree you are solely responsible for creating backup copies of all Subscriber Content; and
s. Agree Subscriber Content and Conduct as provided in this Section 5 is determined by Guestie in its sole discretion.
You agree that whether or not Subscriber Content is published, Guestie does not guarantee any confidentiality with respect to any Subscriber Content. You retain ownership of all copyrights you may have in your Subscriber Content. However, you grant Guestie a perpetual, non-exclusive, fully paid and royalty-free, worldwide license to use, remove, copy, reproduce, process, transmit, excerpt, publish, distribute, create derivative works of, host, index, cache, tag, encode, modify, and adapt in any form or media now known or hereinafter developed, any Subscriber Content posted to the Services. Guestie does not endorse any Subscriber Content or any opinion, recommendation, or advice expressed therein, and Guestie expressly disclaims any and all liability in connection with Subscriber Content. Guestie does not permit copyright infringing activities and infringement of Intellectual Property Rights on its Services, and Guestie will remove all Subscriber Content if properly notified in a manner consistent with law that such Subscriber Content infringes on another’s Intellectual Property Rights. Guestie reserves the right to remove Subscriber Content without prior notice. If you provide feedback to us regarding the Services, Guestie Content, or Subscriber Content (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose.
6. THIRD-PARTY SITES
The Services may contain links to third-party websites that are not owned or controlled by Guestie. Guestie has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party website. In addition, Guestie will not and cannot censor or edit the content of any third-party site. By using the Services, you expressly relieve Guestie from any and all liability arising from your use of any third-party Services.
7. BILLING AND PAYMENTS
a. Billing and Payment. Subscription Charges are due in full upon purchase of a Subscription Plan unless otherwise agreed to by Guestie in writing. You are responsible for providing valid and current payment information, including any changes that may occur. If you fail to pay your Subscription Charges within five (5) business days of Guestie providing notice to you that your payment is delinquent, Guestie may suspend or terminate your access to and use of the Services by you, your Agents, your Affiliates, and your End Users.
b. Changes to Your Subscription Plan. If you upgrade your Subscription Plan, any additional Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any future Subscription Term, your Subscription Charges will reflect any such upgrades.
c. Overage Fees. You agree you are responsible for any overage fees as referenced on the Services or a separate agreement related to your Subscription Plan.
d. Payment Vendors. Payments made by credit card, debit card, or certain other payment instruments for the Services are billed and processed by Guestie’s payment vendor(s). You hereby authorize Guestie’s payment vendor(s) to bill your credit card, debit card, or other payment instrument in accordance with the terms of your Subscription Plan. You agree to pay any Subscription Charges incurred.
8. TERMINATION OF THE SERVICES
Guestie reserves the right to modify, suspend, discontinue, or terminate the Services, or to terminate your Account or disable or suspend your access to the Services, at any time without notice, including terminating or suspending the hosting of your Event Page. Guestie may also at any time upon notice impose time limits, files size limits, conditions, or fees with respect to the hosting of Event Pages or other aspects or features of the Services. Modifying, suspending, discontinuing, or terminating the Services may cause loss of Subscriber Content, features, and capacity of the Services, and Guestie disclaims all liability for such loss(es). You agree Guestie is not liable to you, your Agents, your Affiliates, and your End Users for any modification, suspension, discontinuation, or termination of the Services. If Guestie suspects that you have violated any provision of this Agreement, Guestie may also seek any other available legal remedy. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement. You remain solely liable for all obligations related to use of the Services, even after you have stopped using the Services.
9. NOTICE REGARDING ELECTRONIC PAYMENT VENDORS
You agree some payments may be processed through Stripe or other electronic payment vendors. Guestie may also provide applications and other services to merchants related to payment processing. Your relationship with the electronic payment vendors is separate from your relationship with Guestie and is governed by the terms and conditions contained in such vendor’s agreement. Such terms and conditions are available at the respective vendor’s website. Guestie is not responsible for the actions or omissions of any third-party payment processor.
10. TYPOGRAPHICAL ERRORS
In the event a product and/or service is listed at an incorrect price or with incorrect information due to typographical error, Guestie shall have the right to refuse or cancel any orders placed for the product and/or service listed at the incorrect price. Guestie shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Guestie shall immediately issue a credit to your credit card account or other payment account in the amount of the charge.
11. USERS UNDER 13 YEARS OF AGE
The Services are not directed to persons under the age of 13. If you become aware that your child has provided us with personal information without your consent, please contact us at firstname.lastname@example.org. We do not knowingly collect personal information from children under the age of 13. If we become aware that a child under the age of 13 has provided us with personal information, we take steps to remove such information. By using the Services, you are representing to us that you are not under the age of 13. If you are under 13 years of age, you are not authorized to install and use the Services and must immediately delete it from your devices.
12. COPYRIGHT INFRINGEMENT
a. If you are a copyright owner or an agent thereof and believe that any Subscriber Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
iv. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Guestie’s designated Copyright Agent to receive notifications of claimed infringement can be contacted at: email@example.com.
You acknowledge that if you fail to comply with all of the requirements of this Section 12(a), your DMCA notice may not be valid.
b. Counter-Notice. If you believe that your Subscriber Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your Subscriber Content, you may send a counter-notice containing the following information to the Copyright Agent:
i. Your physical or electronic signature;
ii. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
iii. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
iv. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in King County, WA and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Guestie may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Guestie’s sole discretion.
c. Repeat Infringers. Guestie will terminate the access privileges of any user whom it deems, in its sole authority, has repeatedly infringed the copyright rights of others.
13. WARRANTY DISCLAIMER
YOU AGREE THAT YOUR USE OF THE SERVICES AVAILABLE THEREIN SHALL BE AT YOUR SOLE RISK. THE SERVICES, GUESTIE CONTENT, SUBSCRIBER CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE ON THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, GUESTIE, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AFFILIATES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GUESTIE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO THESE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES AND THE PRODUCTS AND SERVICES AVAILABLE THEREIN, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. GUESTIE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GUESTIE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL GUESTIE, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AFFILIATES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES, GUESTIE CONTENT, SUBSCRIBER CONTENT, OR THE PRODUCTS AND SERVICES AVAILABLE ON THE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
YOU AGREE THAT THE MAXIMUM TOTAL LIABILITY OF GUESTIE, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AFFILIATES, OR AGENTS TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY GUESTIE FROM YOU TO ACCESS THE SERVICES AND/OR USE THE SERVICES. IF YOUR USE OF THE SERVICES, SERVICES, AND/OR GOODS RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless Guestie, its managers, members, employees, Affiliates, and Agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your, your Agents, your Affiliates, or your End Users’ use of and access to the Services; (ii) your, your Agents, your Affiliates, or your End Users’ violation of any term of this Agreement; (iii) your, your Agents, your Affiliates, or your End Users’ violation of any third-party rights, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Subscriber Content caused damage to a third party or to Guestie. This defense and indemnification obligation will survive this Agreement and your termination of use of the Services.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Guestie without restriction.
By using the Services, you consent to receiving electronic communications from Guestie. These communications will include notices about your Account and information concerning or related to the Services and/or Guestie’s products and services. You agree that any notice, agreement, disclosure, or other communication that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
18. APPLICABLE LAW
This Agreement shall be governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles. By accessing the Services, the Parties consent to the jurisdiction of the State of Washington .
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS WE AND YOU HAVE AGAINST EACH OTHER ARE RESOLVED. SECTION 19 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT REQUIRES YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND LIMITS YOUR RIGHT TO SEEK RELIEF BY JURY TRIAL OR CLASS ACTION.
19. AGREEMENT TO ARBITRATE
This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR GUESTIE’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Guestie concerning the Services or this Agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
a. Notice of Dispute
In the event of a dispute, you and Guestie must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: firstname.lastname@example.org. Guestie will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Guestie will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Guestie may commence arbitration.
b. Binding Arbitration
If you and Guestie don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in King County, Washington, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Washington law. Either Party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the Party’s rights or property pending the completion of arbitration. Any and all legal, accounting, and other costs, fees, and expenses incurred by the prevailing party shall be borne by the non-prevailing Party.
c. Prohibition of Class and Representative Actions and Non-Individual
You and Guestie agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and Guestie agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding. Also the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded cannot affect other Guestie’s users.
21. FORCE MAJEURE
In the event Guestie is unable to perform its obligations or provide the Services under the terms of this Agreement because of acts of God (including, but not limited to, severe acts of nature or weather events including floods, fires, earthquakes, hurricanes, or explosions), strikes or labor disputes, war, riots, acts of terrorism, epidemics, pandemics, acts of governmental authorities (including but not limited to government directives, expropriation, condemnation, and changes in laws and regulations), interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services, or other causes reasonably beyond Guestie’s control, Guestie shall not be liable for any costs or damages resulting from Guestie’s failure to perform its obligations under the terms of this Agreement, provide the Services, or otherwise, from such causes. However, nothing in this section will affect or excuse your liabilities or your obligations under this Agreement.
22. CHANGES TO THIS AGREEMENT
We may change any of the terms of this Agreement by posting a revised Agreement on the Services. Unless you terminate your account, the new Agreement will be effective immediately upon posting and apply to any continued or new use of the Services.
23. FEDERAL GOVERNMENT END USE PROVISIONS
If you are a U.S. federal government department or agency or contracting on behalf of such department or agency, the Services are a “Commercial Item” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202. Consistent with 48 C.F.R. § 12.212. or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, the Services are licensed to you with only those rights as provided under the terms and conditions of this Agreement.
24. ANTI-BRIBERY AND EXPORT COMPLIANCE
You will not use, resell, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, reexport, transfer, make available or release (collectively, “Export”) the Services to any destination, person, entity, or end use prohibited or restricted under U.S. law without prior U.S. government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Services to End Users is your responsibility.
25. CONTACT US
If you have questions or comments about this Agreement, or to report any violations or abuse of the Services, please contact us at email@example.com.