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Last Revised: April 13, 2021

GUIDECX TERMS OF SERVICE

ACCEPTANCE OF TERMS

IMPORTANT — READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING THE GUIDECX SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Welcome to the Terms of Service for the website, GuideCX.com (the “Website”), the GuideCX client onboarding project platform (the “Platform”) and the related mobile application (the “App”), each of which is operated on behalf of GuideCX, Inc. (“GuideCX”, “we” or “us”), and together with any content, tools, features and functionality offered on or through our Website, Platform and the App (collectively, the “Service”). Your use of the Service is subject to these Terms of Service. These Terms of Service are a legal agreement between You and GuideCX. “You” and “Your” refers to any individual who creates an account on the Service, or, if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then “You” includes You and such entity. If You are accessing the Service on behalf of an entity, You represent and warrant that (i) You are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and (ii) You agree to these Terms of Service on that entity’s behalf. If You do not agree with the terms of these Terms of Service, do not use the Service.

Please note that Section 17 contains an arbitration clause and class action waiver. By agreeing to these Terms of Service, You agree (a) to resolve all disputes with us through binding individual arbitration, which means that You waive any right to have those disputes decided by a judge or jury, and (b) that You waive Your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 17.

1. MASTER SERVICES AGREEMENT

If You and GuideCX are party to a Master Services Agreement governing Your use of the Platform, then these Terms of Service do not apply to Your use of the Platform and the terms of such Master Services Agreement shall instead govern.

2. REGISTRATION

In order to use the Platform, App and certain sections of the Website, You must have a valid account. You will receive an invitation from Your employer or another person or entity who is referred to as the “Customer” who has separately entered into a Master Services Agreement with us.  Each Customer will set up various projects on the Service and may invite You to collaborate on such projects by sending You (or directing us to send You) a verification code, invite-link or other means of authorizing You to create an account.  In this case, You will be deemed a “User” of such Customer. You agree not to share or distribute the verification code, invite-link or other authorization method You receive with or to any other persons.

Since Your access to the Service results from an invitation to the Service from Customer, Your permissions to the Service may be different and Your use may be governed by certain other terms and conditions, including those terms and conditions imposed by Customer.  Furthermore, You agree that we may provide Customer with certain tools and controls over Your access to their projects and the User Content You submit to their projects.

You are responsible for maintaining the confidentiality of the access data, including Your password, for Your account, and are fully responsible for all activities that occur under Your account. You agree to immediately notify GuideCX of any known or suspected unauthorized use of Your account or any other breach of security. GuideCX is not liable for any loss or damage arising from acts or omissions by You in connection with Your account and Your failure to comply with this section. You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service’s registration form, and (b) maintain and promptly update Your information to keep it true, accurate, current and complete. By using the Service (and registering an account on the Service), You represent and warrant that You are at least 18 years of age.

3. LOCATION OF OUR PRIVACY POLICY

Our Privacy Policy describes how we handle the information You provide to us when You use the Service. For an explanation of our privacy practices, please visit our Privacy Policy located at https://www.guidecx.com/privacy.

4. LICENSE; RESTRICTIONS

Subject to the provisions in these Terms of Service, GuideCX hereby grants You for the term of these Terms of Service a non‑transferable, non‑exclusive, limited right to access the Service solely for Your internal business purposes.

You may not: (a) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, or otherwise permit any third party to access or use the Service; (b) decipher, decompile, disassemble, reverse assemble, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Service; (c) modify, translate, or develop any derivative works based upon the Service; (d) access the Service in order to build a competitive product or service; (e) use the Service to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (f) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (g) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (h) attempt to gain unauthorized access to the Service or its related systems or networks; (i) disclose or publish performance or capacity statistics or the results of any benchmark test performed on the Service; (j) obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights notices on the Service or (k) otherwise use the Service except as expressly permitted herein.

5. PROPRIETARY/INTELLECTUAL PROPERTY RIGHTS

GuideCX and/or its licensors, as applicable, retain ownership of all rights (including all intellectual property rights)in the Service and in all trade names, trademarks and service marks associated or displayed with the Service.

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant You any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of GuideCX, and GuideCX may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to You and without retention by You of any proprietary or other right or claim. You hereby assign to GuideCX any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that You may have in and to any and all Feedback.

6. USER CONTENT

GuideCX does not claim ownership over any content, materials or information You submit on or through the Service (the “User Content”). Your User Content belongs to You. However, by uploading any User Content to the Service, You grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative works (either alone or as part of a collective work) from Your User Content. To the extent You choose to share any of Your User Content with other users of the Service, You agree to allow these users to view, use, publish, display, modify or include a copy of Your User Content as part of their own use of the Service and, to the extent applicable, collaborate with You and Your User Content.

You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that You, and not GuideCX, are entirely responsible for all User Content that You upload, post, transmit or otherwise make available via Your account. GuideCX does not control and has no duty to pre-screen the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such User Content.  By posting or submitting Your User Consent through the Service, You represent and warrant that You have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your User Content. You agree that Your User Content will not contain material subject to copyright or other proprietary rights, unless You have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

You agree that You will not:

(a) upload, post, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;

(b) upload, post, transmit or otherwise make available any User Content that is (i) personal data enumerated in Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act of 1996; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) other personal information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations;

(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content;

(d) upload, post or otherwise transmit any User Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships;

(e) upload, post or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

(f) upload, post, or transmit unsolicited commercial email or “spam”.

7. MOBILE APP

You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that You need to download, install and use the App.  We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan.  We do not guarantee that the App will be available in any particular geographic location. As part of the Service and to update You regarding the status of deliveries, You may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to You in connection with the App (“Push Messages”). You acknowledge that, when You use the App, Your wireless service provider may charge You fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Service or through Your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with Your wireless service provider to determine what fees apply to Your access to and use of the App, including Your receipt of Push Messages from GuideCX. You are solely responsible for any fee, cost or expense that You incur to download, install and/or use the App on Your mobile device, including for Your receipt of push messages from GuideCX.

8. APPLE DEVICE AND APPLICATION TERMS

If You are accessing the Service via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store (each an “Application”), the following shall apply:

  • Both You and GuideCX acknowledge that these Terms of Service are concluded between You and GuideCX only, and not with Apple, and that Apple is not responsible for the Application or the Application’s content;
  • The Application is licensed to You on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Service for Your private, personal, non-commercial use, subject to all the terms and conditions of these Terms of Service as they are applicable to the Service;
  • You will only use the Application in connection with an Apple device that You own or control;
  • You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
  • In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, You may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to You will be to refund to You the purchase price, if any, of the Application;
  • You acknowledge and agree that GuideCX, and not Apple, is responsible for addressing any claims You or any third party may have in relation to the Application;
  • You acknowledge and agree that, in the event of any third party claim that the Application or Your possession and use of the Application infringes that third party’s intellectual property rights, GuideCX, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; and
  • Both You and GuideCX acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms of Service, and that upon Your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against You as the third party beneficiary hereof.

9. THIRD PARTY MATERIALS

The Service may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. You agree that GuideCX is not responsible for the accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites.  We do not warrant or endorse and do not assume and will not have any liability or responsibility to You or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products or services of third parties.  Third Party Materials and links to other websites are provided solely as a convenience to You.  If You have any complaints in connection with any Third Party Materials or third-party website, please contact such third party directly, or contact Your state Attorney General or the Federal Trade Commission at www.ftc.gov.

10. NO WARRANTIES OR REPRESENTATIONS BY GUIDECX

THE SERVICE IS PROVIDED “AS IS,” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, SECURITY OR CONTENT OF THE SERVICE, OR ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHERMORE, GUIDECX DOES NOT WARRANT THAT THE SERVICE WILL BE FREE OF ERROR, VIRUSES OR OTHER MALICIOUS CODE, WILL BE UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED OR THAT THE SERVICE WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY GUIDECX.  .

11. NOTICE OF INFRINGEMENT – DMCA POLICY

If You believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Service have been copied in a way that constitutes copyright infringement, You may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

(a) identification of the copyrighted work that is claimed to be infringed;

(b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;

(c) information for our copyright agent to contact You, such as an address, telephone number and e-mail address;

(d) a statement that You have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;

(e) a statement that the information above is accurate, and under penalty of perjury, that You are the copyright owner or the authorized person to act on behalf of the copyright owner; and

(f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: GuideCX, Inc., Attn: Harris Clarke, PO Box 1063, Draper, UT 84020; or by e-mail to Legal@guidecx.com.  It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

A user of the Service who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, You must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that You will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

12. INDEMNITY

You agree to indemnify, defend and hold harmless GuideCX, its affiliates, and their respectiveofficers, directors, employees, consultants, and agents(the “GuideCX Indemnified Parties”)from any and all liabilities, damages and/or costs (including, but not limited to, attorneys’ fees) incurred by any GuideCX Indemnified Party arising from (a) Your use of the Service, (b) Your User Content, or (c) Your negligence or willful misconduct.

13. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL GUIDECX BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICE, OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF GUIDECX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY)  DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. IN ANY CASE, GUIDECX’S MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

14. WAIVER AND SEVERABILITY

Failure by either party to exercise any of its rights under, or to enforce any provision of, these Terms of Service will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these Terms of Serviceis held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these Terms of Service will remain in full force and effect.

15. STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

16. CHOICE OF LAW

These Terms of Service shall be governed by and construed under the laws of the State of California.

17. ARBITRATION AND CLASS ACTION WAIVER

1. Informal Process First. You agree that in the event of any dispute between You and GuideCX, You will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

2. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to Your use of the Service will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and GuideCX agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMSunder its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms of Service). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms of Service will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms of Service, You and GuideCX are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, You and GuideCX will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert Your claim in “small claims” court, but only if Your claim qualifies, Your claim remains in such court and Your claim remains on an individual, non-representative and non-class basis.

3. Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of Your claim does not exceed $10,000, GuideCX will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of Your claim or the relief sought was frivolous or brought for an improper purpose.

4. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms of Service by sending written notice of Your decision to opt-out to legal@guidecx.com or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms of Service. The notice must be sent to GuideCX within thirty (30) days of Your registering to use the Service or agreeing to these Terms of Service, otherwise You shall be bound to arbitrate disputes in accordance with these Terms of Service. If You opt-out of these arbitration provisions, GuideCX also will not be bound by them.

18. TERMINATION OF LICENSE AND YOUR ACCOUNT

If You breach any provision of the Terms of Service, all licenses granted by us will terminate automatically. Also if our agreement with the Customer who invited You to access the Service terminates, then Your access to the Service will terminate immediately. Additionally, GuideCX may suspend, disable, or delete Your account and/or the Service (or any part of the foregoing) with or without notice, for any or no reason. If GuideCX deletes Your account for any suspected breach of the Terms of Service by You, You are prohibited from re-registering for the Service under a different name. In the event of account deletion for any reason, GuideCX may, but is not obligated to, delete any of Your User Content. GuideCX shall not be responsible for the failure to delete or deletion of Your User Content. All sections which by their nature should survive the termination of the Terms of Service shall continue in full force and effect subsequent to and notwithstanding any termination of the Terms of Service by GuideCX or You. Termination will not limit any of GuideCX’s other rights or remedies at law or in equity.

19. CALIFORNIA RESIDENTS

If You are a California resident, in accordance with Cal. Civ. Code § 1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

20. EXPORT RESTRICTIONS

You acknowledge that the Service, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

21. INJUNCTIVE RELIEF

You acknowledge that any use of the Service contrary to these Terms of Service, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, will cause irreparable injury to GuideCX and under such circumstances GuideCX will be entitled to seek equitable relief without posting bond or other security in addition to any remedies it may have hereunder or at law.

22. MODIFICATIONS TO SERVICE

GuideCX reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that GuideCX shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service.

23. NO AGENCY

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and GuideCX is intended or created by these Terms of Service.

24. AMENDMENTS

GuideCX may change the terms of these Terms of Service at any time by posting modified terms on its website, in which case we will update the “Last Revised” date at the top of the Terms of Service. It is Your responsibility to review the Terms of Service from time to time to view any such changes.  The updated Terms of Service will be effective as of the time of posting, or such later date as may be specified in the updated Terms of Service. Your continued access or use of the Service after the modifications have become effective will be deemed acceptance of the modified Terms of Service.

25. HOW TO CONTACT US

You may contact us regarding the Service or the Terms of Service at: PO Box 1063, Draper, Utah 84020, by phone at (801) 455-5008 or by email at info@guidecx.com.