The following are terms of a legal agreement (“Agreement”) between you and Guydi, here in after (“Company”). By accessing, browsing, downloading and/or otherwise using the Web Site, guydi.com, or the Guydi mobile device software and application or any related mobile device or web services applications owned or controlled by Company, (collectively the “Guydi”), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. You must be 18 years of age or older (21 years of age in places where 18 years is not the age of majority) to use Guydi and to register as a user. If we discover or have any reason to suspect that you are not over 18 years of age (21 years of age in places where 18 years is not the age of majority), then we reserve our right to suspend or terminate your membership or use of the Guydi immediately and without notice.
If you do not agree to all of these terms and conditions, you may not access, browse and/or use Guydi.
STATE OF NEW JERSEY INTERNET DATING SAFETY ACT DISCLOSURE
IF YOU ARE A USER OR MEMBER COMING FROM THE STATE OF NEW JERSEY, WE ARE REQUIRED TO NOTIFY YOU THAT WE DO NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ANY USER, MEMBER OR PROSPECTIVE MEMBER.
The material provided on Guydi is protected by law, including, but not limited to, United States copyright law, trademark and international treaties.
These terms of access apply to your access to and use of Guydi and do not alter in any way the terms and conditions of any other agreement you may have with the Company for products, software, services or otherwise, unless otherwise directed by the Company. If you breach any of these terms and conditions, your authorization to use Guydi automatically terminates and you must immediately destroy any downloaded or printed materials and discontinue use of any hyperlinks to Guydi.
- USE RESTRICTIONS
Copyright. All Guydi materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of the Company © 2017, ALL RIGHTS RESERVED, or by the original creator of the material. Permission is granted to display and use the materials on Guydi for private personal entertainment, educational and noncommercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on Guydi for commercial use without prior written approval of the Company. You may not “mirror” any material contained on Guydi on any other server without prior written permission from the Company. Any unauthorized use of any material contained on Guydi may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
Trademarks. The trademarks, service marks, trade names and logos (the “Trademarks”) used and displayed on Guydi are registered and unregistered Trademarks of the Company. In addition, all page headers, custom graphics, icons and scripts are service marks, trademarks and/or trade dress of the Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company. You acknowledge that the Trademarks used and displayed on Guydi are and shall remain the sole property of the Company or the Trademark owner. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks in you. Further, nothing in Guydi shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on Guydi, without the express written permission of the Company or the Trademark owner. The misuse of the trademarks displayed on Guydi, or any other Content on Guydi, is strictly prohibited.
Hyperlinks.You are granted a limited, nonexclusive right to create a hypertext link to Guydi provided that such link is to the entry page of Guydi and does not portray the Company or any of its products or services in a false, misleading,derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Company trademark, logo or trade name or other proprietary information including the images found on Guydi, the Content of any text or the layout/design of any page or any form contained on a page without the Company’s express written consent. Links to third party sites on Guydi are provided solely as convenience to you. If you use these links, you will leave Guydi. The Company has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their Content or their policies,including, without limitation, privacy policies or lack thereof. The Company does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to Guydi, you do so entirely at your own risk. You acknowledge and agree that the Company shall not be responsible or liable,directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.
Downloadable Materials. Any software, including codes or other materials that are made available to download including the Guydi IOS or Android mobile applicait on, is the copyrighted work of the Company and/or its suppliers and affiliates. If you download the Guydi mobile application, use of the software is additionally subject to the license terms in the end user license agreement that accompanies or is provided with the software. You may not download or install the software until you have read and accepted the terms of the applicable end user license agreement. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited unless otherwise provided for in the applicable end user license agreement in the case of software, or the express written consent of the Company in the case of codes or other downloadable materials.
Limited Access. Except as otherwise expressly permitted by the Company, any access or attempt to access other areas of the Company computer system or other information contained on the system for any purposes is strictly prohibited.You agree that you will not use any robot, spider, other automatic device, or manual process to create profiles or user interactions, “screen scrape,”monitor, “mine,” or copy the Web pages on or the Content contained the reinwithout the Company’s prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of Guydi for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of Guydi. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the Company’s infrastructure.
Additional Use Restrictions. You shall not post, message, transmit, e-mail, re-transmit or store material on or through any of the Guydi provided by the Company which, in the sole judgment of the Company: (i) is in violation of any local, state,federal or non-United States law or regulation, (ii) is threatening, obscene,indecent, defamatory or that otherwise could adversely affect any individual,group or entity (collectively, “Persons”) or (iii) violates the rights of any person, including rights protected by copyright, trade secret,patent or other intellectual property or similar laws or regulations including,but not limited to, the installation or distribution of “pirated” or other unauthorized photos or software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to your use of the Guydi. In addition, you may only use the Guydi in a manner that, in the Company’s sole judgment, is consistent with the purposes of such Guydi. If you are unsure of whether any contemplated use or action is permitted, please contact the Company at email@example.com Byway of example, and not limitation, the following uses described below of the Guydi are expressly prohibited:
- upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound,photographs, graphics, video, messages or other materials (collectively,“Content”) that is unlawful, harmful, threatening, abusive, harassing, tortuous,defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful,sexually intolerant or racially, ethnically or otherwise objectionable;
- impersonate any person or entity, including, but not limited to, a Company official, forum leader,guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
- upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;
- upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,””pyramid schemes” or any other form of solicitation;
- upload, post, e-mail or otherwise transmit any material that contains software viruses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of user interaction, cause a screen to “scroll” faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
- interfere with or disrupt the Services or servers or networks connected to the Guydi, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S.Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- ‘stalk’ or other wise harass another user of Guydi or Company employee or official;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on howto assemble bombs, grenades and other weapons, and creating “Crush”sites; and
- effecting security breaches or disruptions of Internet communication. Security breaches include,but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.
- advertising to, or soliciting any user of Guydi to buy or sell any products or services through the unauthorized or impermissible use of the Guydi. Conduct unauthorized research or create unauthorized profiles that promote or market products or services. You may not transmit any junk email or chain letters to other users.In order to protect our users from such advertising or solicitation, the Company reserves the right to restrict the number of emails which a user may send to another user in any 24-hour period to a number which the Company deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the Services, you acknowledge that you will have caused substantial harm to the Company, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay the Company $500 for each such unsolicited email,message or other unauthorized commercial communication you send to each user through the Guydi.
- WARRANTY DISCLAIMER
The Company does not represent or warrant the truthfulness, accuracy or reliability of any material posted by others on or through the Guydi, nor does the Company endorse any opinions expressed by Users or others. Users acknowledge that any reliance on material posted by others will be at their own risk. Any content placed on any discussion area by Users are the views of the User posting the statement and do not represent the views of the Company. Guydi, including all software, functions, materials, and information are provided “as is” without warranties of any kind, either express or implied. The Company disclaims all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchant ability,fitness for a particular purpose, non-infringement, title, quiet enjoyment,merchant ability of computer programs, data accuracy, system integration, and informational Content. The Company does not warrant or make any representations regarding the operation of the Guydi, the use, validity, accuracy or reliability of, or the results of the use of the materials on the Guydi or any other sites linked to the Guydi. The materials of the Guydi may be out of date,and the Company makes no commitment to update the materials on Guydi. The Company does not and cannot guarantee or warrant that the files available for downloading from the Guydi, if any, will be free from infection, viruses,worms, Trojan horses, or other code that manifest contaminating or destructive properties. The Company does not warrant that the Guydi, software, materials,products, or services will be uninterrupted or error-free or that any defects in the Guydi, software, materials, products, or services will be corrected. The Guydi are intended only as personal, location based services for individual use and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance or any other application in which the failure or inaccuracy of that application or the Guydi could lead directly to death, personal injury or server physical or property damage.
- LIMITATION OF LIABILITY
In no event will the Company, its Directors, Officers, Employees, Agents, Affiliates,or Content or Service providers or other third parties mentioned at or in the Guydi be liable for any damages, including, without limitation direct,indirect, special, incidental, or consequential damages, damages resulting from lost profits, lost data or business interruption arising out of relating to the use, inability to use, or resulting from the use of the Guydi, any web sites linked to the Guydi, the materials, software or other information contained in any or all such sites, whether based on warranty, contracts, statutes,regulations, tort (including but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from the Guydi results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof.
- REVISIONS TO THIS AGREEMENT
The Company may revise this Agreement at any time WITHOUT NOTICE BY UPDATING THIS POSTING. We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend or discontinue any aspect of the Guydi, including but not limited to, content, features or hours of availability. We may also impose limits on certain features of the Guydi or restrict your access to part or all of Guydi without notice or penalty. By using the Guydi you agree to be bound by any such revisions and should therefore periodically visit the Guydi and these pages to determine the then current Terms of Access and Use conditions of use to which you are bound.
Any idea you transmit to or post on the Guydi by any means will be treated asnon-confidential and non-proprietary and may be disseminated or used by the Company or its affiliates for any purpose whatsoever, including, but not limited to, developing and marketing products. You are prohibited from posting or transmitting to or from the Guydi any unlawful, threatening, libelous,defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including but not limited to any material that could give rise to any civil or criminal liability under both domestic and international law.
- YOUR WARRANTIES
You warrant to the Company that:
- You are 18 years of age or older ( 21 years in places where 18 years is not the age of majority) and all information and details provided by you to the Company (including on registration as a user or member) are true,accurate and up to date in all respects and at all times, and;
- You are the sole owner of all rights in the materials posted or uploaded by you (including all related copyrights) or that you have the absolute right to license their use as provided in this section. While you will retain ownership of the copyright in the materials posted or uploaded by you,you agree that all materials posted or uploaded by you shall become part of a database, and that the Company will own the compilation copyright in that database. In addition, you hereby grant the Company a perpetual, worldwide,irrevocable license to use, reproduce, modify, publish, publicly perform,publicly display and distribute such materials, and portions of such materials and any derivative works created from such materials, in print,electronic and other media, by any means now known or developed in the future.We may sub license all of our rights and licenses or assign them to third parties. Neither the Company nor any third party using the materials in accordance with this section will be obligated to pay you any royalties or other compensation for use of the materials.
- You will comply with these Terms of Access and Use including,without limitation, the USE RESTRICTIONS set out in Section 1 above;
- You agree to indemnify and hold the Company harmless from any claim or damages (including any legal fees in relation to same) made by a third party in respect of any matter in relation to or arising from your use and/or membership arising from any breach or suspected breach of these Terms of Access and Use by you or your violation of any law or the rights of any third party.
- ACTIONS WE MAY TAKE ATOUR SOLE DISCRETION
The Company may take any or all of the following actions at our sole discretion:
- Remove any member profile (including photographs) or other material that, in our sole discretion may be inappropriate or we suspect to be illegal, subject us to liability or which may violate these Terms of Access and Use or where required to do so by law;
- Issue members with verbal or written warnings and may take such further action as we deem appropriate if such warnings are not heeded;
- Suspend or terminate a member’s access to the the Guydi or a member’s account without notice at any time;
- Inform the appropriate authorities and provide them within formation regarding any suspected illegal activity; or bring legal action against a member or other user of the Guydi in relation to any breach of these Terms of Access and Use or any illegal or suspected illegal activity.
- GOOD SAMARITAN CONTENTAND NOTICE OF CLAIMS OF INFRINGEMENT
- Policy. We have provided opportunities for you to contribute Content to the Guydi. It is our policy,however, not to allow any Content which may constitute intellectual property infringement; violations of federal, state, or local law; obscene or defamatory material, or may otherwise be unacceptable or inappropriate. Upon learning of such Content, we will attempt, and you hereby give the Company the right, to delete, edit, remove, disable, change, or restrict access to or the availability of the Content, which in our sole discretion, is otherwise unacceptable or objectionable. We may or may not notify you about what action we take with respect to the disputed Content. The provisions of this section are intended to implement this policy but are not in any way intended to impose a contractual obligation upon us to undertake, or refrain from undertaking, any particular course of conduct.
- Complaint Procedures. If you believe that another user or other third party has posted Content which violates this policy or specifically the Use Restrictions in Section 1 above,you may notify the Company as follows: (i) via e-mail at firstname.lastname@example.org; In order to allow the Company to respond effectively, please provide the Company with as much information as possible in your e-mail or correspondence,including: (1) the nature of the right infringed or violated (including any applicable registration numbers of the federally-registered intellectual property allegedly infringed), if applicable, or the unacceptable or inappropriate Content; (2) all facts which lead you to believe that a right has been violated or infringed, if applicable; (3) the precise location where the offending Content is located; (4) any grounds to believe that the party or user which posted the Content was not authorized to do so or did not have a valid defense (including the defense of fair use), if applicable; (5) if known, the identity of the party or user who posted the infringing, offending, or inappropriate Content; and (6) in the case of alleged copyright infringement claims, information sufficient to identify the work and your claims too wnership.
- Indemnification/Waiver of Certain Rights. By contacting the Company and complaining of an all egedviolation, you agree that the substance of your complaint shall constitute are presentation made under the pains and penalties of perjury pursuant to the laws of the Commonwealth of Massachusetts. In addition, you agree, at your own expense, to defend and indemnify the Company and hold the Company harmless against all claims which may be asserted against the Company, and all losses incurred, as a result of your complaint and/or our response to it.
- Waiver of Claims and Remedies. We expect all users of the Guydi to take responsibility for their own actions and cannot and do not assume liability for any acts of third parties which take place on the Guydi. By utilizing the Good Samaritan procedures set forth herein, YOU WAIVE ANY AND ALL CLAIMS OR REMEDIES WHICH YOU MIGHT OTHERWISE BE ABLE TO ASSERT AGAINST THE COMPANY UNDER ANY THEORY OF LAW(INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY LAWS) THAT ARISE OUT OF OR RELATE IN ANY WAY TO THE CONTENT ON THE Guydi OR OUR RESPONSE, OR FAILURE TO RESPOND, TO A COMPLAINT.
- Investigation/Liability Limitation. You agree that we have the right, but not the obligation, to investigate any complaint received. By reserving this right, we do not undertake any responsibility in fact to investigate complaints or to remove,edit, disable or restrict access to or the availability of Content. We will no tact on complaints that we believe, in our sole discretion, to be deficient,incomplete, or otherwise questionable. If you believe that Content remains on the Guydi which violates your rights, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE AGAINST THE USER OR OTHER PARTY RESPONSIBLE FOR SAID CONTENT, NOT AGAINST THE COMPANY. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST THE COMPANY SHALL BE TO TERMINATE YOUR USE OF THE Guydi.
Digital Millennium Copyright Act Compliance. As set forth in Subsection (b), you must contact our Copyright Agent in writing listed above, if you believe that a work protected by a U.S. Copyright which you own has been posted on the Guydi without authorization or that the Guydi, in some material way, contributes to its infringement. It is our policy in appropriate circumstances, if possible,to terminate the access rights of repeat infringes and other users who use the Guydi in an inappropriate or objectionable manner.
- SUBSCRIPTIONS AND FEES
While the standard service on Guydi is free, additional data charges may apply to you depending on the data plan you have with your mobile carrier. Additional payment is required to upgrade to the Guydi Pro version. If there is a charge associated with a portion of the Guydi, you agree to pay that charge by accessing or using it. The price stated for the Guydi Pro version may be denominated in your local currency by iTunes App Store (http://itunes.apple.com),Google Play Store (https://play.google.com/store/apps) orany other applicable app store through which you download the Guydi App (each,an “App Store”) on your device. Fees and charges are collected by the App Store on your mobile device. You should consult with the appropriate App Store to determine if the price charged includes all applicable taxes and currency exchange settlements. You are solely responsible for paying such taxes or other charges. The Company relies on the App Store to collect subscription fees and to report on the status of subscription accounts. Your access to the Guydi maybe suspended or cancelled if you do not make your payment on-time and/or in full. Suspension or cancellation of the Guydi for non-payment could result in a loss of access to and use of your account and its content.
If you would like to buy the Pro Version of the Guydi, you do this with in-app subscriptions from the App Store on your mobile device. You will be advised of the charge for the Pro Version of the Guydi before making payment and being billed. You must make all payments through the applicable App Store. You agree to pay all fees and charges incurred in connection with your use of the Guydi Pro Version (including any applicable taxes) at the rates in effect when the charges were incurred. You are responsible for paying for any amounts for services billed to your mobile device, debit or credit card or PAYPAL account by an App Store or third party who had access to these account, whether or not such amounts were authorized by you.
Subscriptions are managed by the App Store directly. The Company does not have the ability to manage any aspect of your subscription on your behalf, including, but not limited to, initiating, canceling or refunding subscriptions. Subscriptions are valid for either 7, 30, 90, 180, or 365 days. Payment will be charged to your App Store account at confirmation of purchase. If you have chosen an auto renew subscription plan, your subscription automatically renews unless auto-renew is turned off at least twenty-four (24) hours before the end of the current period. Your account will be charged the then-applicable subscription price within twenty-four (24) hours prior to the end of the current period.Subscriptions may be managed and auto-renewal may be turned off by going to the Account Settings screen in the App Store app on your device after purchase. No cancellation of the current subscription is allowed during your current active subscription period.
- COOPERATION WITH LAW ENFORCEMENT
The Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or other information regarding any user or member alleged by any governmental entity to be using the Guydi or any Content or materials available in, at, through or in association with the Guydi in violation of any law or regulation, or in violation of this Agreement, including, without limitation, the posting of e-mail messages, or publishing or otherwise making available any such materials. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION BY THE COMPANY DURING, OR AS A RESULT OF, ITS INVESTIGATIONS, AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES. Guydi DON’T TAKE ANY RESPONSIBILITY FOR MISLEADING / MISGUIDED THAT ANY OF OUR MEMBERS ARE PUBLISHING OR POSTING. Guydi IS NOT RESPONSIBLE FOR ANYTHING THAT HAPPENS DURING OR AFTER (ONLINE AND OFFLINE) USING IT, NOR FOR ANY ACTION DONE BY ONE OF Guydi’s USERS.
- APPLICABLE LAWS, VENUE, JURISDICTION
If any provision(s) of this Agreement is held by a court of competent jurisdiction tobe contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by the Company. This Agreement may not be assigned in any manner by you without the express, prior written permission of the Company.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts notwithstanding any conflict of laws provisions. You and the Company agree that the venue for all legal disputes, controversies,actions of any kind arising under or related to this Agreement shall be CAMBRIDGE, MASSACHUSETTS. You and the Company further agree that in case of any litigation regarding this Agreement, you irrevocably and unconditionally (i)consent to submit to the exclusive jurisdiction of the state and federal courtsin the County of Middle sex, Massachusetts (the “Massachusetts Courts”) for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Massachusetts Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv)agree the Massachusetts Courts represent the exclusive jurisdiction for all litigation relating to this Agreement.
- Compliance with California Civil Code – Section 1694-1694.4 :Chapter 2.1. Dating Service Contracts
Notwithstanding anything in these Terms of Access and Use, You, the buyer, may cancel this agreement, without any penalty or obligation, at any time prior to midnight of the original contract seller’s third business day following the date of this contract, excluding Sundays and holidays. To cancel this agreement, mail or deliver a signed and dated notice, or send a telegram which states that you,the buyer, are canceling this agreement, or words of similar effect.
This notice shall be sent to: