November 8, 2014 – February 16, 2015
Your use of the Guidigo website (the "Website"), Guidigo studio ("Studio") and/or the Guidigo application for mobile devices (“Application”), (collectively the Website, Studio and Application are referred to as the "Services") is subject to the terms of a legal agreement between you and Guidigo.
By accessing or using the Services, registering an account or by uploading or downloading any information or content the Platform or the Application, you represent that you have read and understood the Terms, you will abide by them, and that you are either 18 years of age or more, or you are 13 years of age or more and have your parent(s)’ or legal guardian(s)’ permission to use the Services. If you are entering into this Agreement on behalf of an individual, company or other legal entity, you represent that you have the legal authority to bind that individual, company or legal entity to this Agreement. If you do not have the legal authority, or if you do not agree with the Terms, you should not use the Services.
Registered Users of the Services may create, publish Tours by submitting, uploading and posting Content to Guidigo via the Services. Registered Users and other users of the Services who are not Registered Users may also, view, access and download Content, via the Services. Any Content provided by Registered Users to Guidigo via the Services will be stored by Guidigo at the direction of such Registered Users, and may be shared and distributed to other Registered Users and other third parties (either free of charge or subject to a fee, as directed by the Registered User and subject to these Terms), using the tools and features provided as part of the Services. Registered User may publish and distribute Content via the Services up to a maximum of 50 MB beyond which such Registered User may contact Guidigo to request a pro account.
Guidigo may change, replace or otherwise modify these Terms from time to time. You will be notified of any such changes by publication of the changes on the Website. Please review the Terms on a regular basis. You understand and agree that your use of the Services after the date of publication shall constitute your agreement to the updated Terms. If you do not agree with the amended Terms, you may terminate your relationship with Guidigo in accordance with these Terms.
You must notify Guidigo immediately of any breach of security or unauthorised use of your Guidigo account that you become aware of.
You agree that you will be solely responsible (to Guidigo, and to others) for all activity that occurs under your Guidigo account. Guidigo reserves the right to disallow, cancel, remove or reassign certain usernames in appropriate circumstances, as determined by Guidigo in its sole discretion.
You may terminate your account at any time as described in the Termination and Right of Cancellation section below. Any attempt to terminate your account by means other than those described below will not be considered a proper termination.
Subject to your strict compliance with these Terms, Guidigo grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and licence to:
i) use the Services in order to access Content and to share and download Content;
ii) submit, upload or post Content to the Platform;
iii) participate in the community areas and communicate with other members of Guidigo community;
The above licences are conditional upon your strict compliance with these Terms and, including, without limitation, the following:
Any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter "Your Content") is generated, owned solely by you, and not by Guidigo.
Guidigo does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.
Without prejudice to the conditions set forth in your use of the Services you must not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any Content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Services) may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Services as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.
Guidigo may, invite or provide you with means to provide feedback regarding the Services, and in such circumstances, any feedback you provide will be deemed non-confidential and Guidigo shall have the right, but not the obligation, to use such feedback on an unrestricted basis.
By uploading or posting Your Content to the Platform, you direct Guidigo to store Your Content on its servers from where you authorise the use, reproduction, transmission, distribution, display, making available and other communication to the public of Your Content using the Services.
To enable Guidigo to provide the aforementioned services and to enable your use of the Services, you hereby grant the appropriate licence to Guidigo on a limited, worldwide, non-exclusive, royalty-free and fully paid basis. Such licence includes a right for Guidigo to:
Use, post, reproduce, transmit, distribute, display, make available, transfer (with right to sub-licence) and prepare derivative works of such Content;
Promote and redistribute part or all of Your Content (and derivative works thereof), for marketing, sales and promotional efforts whether on the Website, the Application or through third parties, in any media formats and through any media channels;
You also grant Guidigo the right to use your name, approved likeness, and approved biographical information in any media now known or hereafter invented for purposes of advertising and promoting Your Content and the Guidigo Services. You will, promptly, provide Guidigo an image and brief written biography suitable for use by Guidigo in the marketing of Your Content. Any image or biographical information you provide will be deemed approved by you upon submission to Guidigo. If you are not the author of Your Content, you agree to obtain for Guidigo the right to use, the author’s (or editor’s) name, likeness, and biographical information in any media now known or hereafter invented for purposes of advertising and promoting Your Content and the Services.
For the avoidance of doubt unless you choose to make Your Content available to Registered Users for a fee no compensation shall be due to you for Guidigo’s use of Your Content for any of the rights stipulated in this section. In the event that you direct Guidigo (in accordance with these terms) to make Your Content available to Registered Users for a fee, Guidigo agrees to collect and transfer Author’s Fees (described below) to you solely upon the sale of Your Content to a Registered User and subject to the Compensation – Authors paragraph below. Other than the transfer of Author Fees in accordance with these Terms no other compensation shall be due to you for Guidigo’s use of Your Content for any of the rights stipulated in this section.
By uploading and posting Your Content, you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up (or subject to a specific fee per download as may be determined by you when uploading Your Content using the Studio), licence to other users of the Services, to download, use, share, display, and otherwise communicate Your Content for personal, non commercial purposes only.
Removal of Your Content from your account will automatically result in the deletion of the relevant files from Guidigo’s systems and servers and the termination of your licence. Licences with respect to comments or other contributions that you make on the Website will be perpetual and irrevocable, and will continue notwithstanding any termination of your account. Notwithstanding the foregoing, you hereby acknowledge and agree that once Your Content has been downloaded by a user of the Services, Guidigo is not obliged to ensure the deletion of Your Content from any servers, smartphones or systems operated or under the control of a third party , or to require that any user of the Services deletes any item of Your Content.
If you are an Author, you may choose to make Your Content available through the Services subject to a fee listed in the dropdown menu in the Studio and hereinafter described as a (“Fee” or “Fees”). Guidigo will collect Fees in respect of Your Content that is purchased by Registered Users and deduct a portion of such Fees before remitting the remainder to you. Deductions include a percentage of the Fee charged by Apple (30%) for making Your Content available for a Fee on the Apple Store and a percentage charged by Guidigo (30%) for publication, distribution, storage and support of Your Content (“Deduction” or “Deductions”). You will therefore receive 40% of the Fee. The Fees listed in the Studio and the Deductions are subject to change as may be decided by Guidigo from time to time in its sole discretion upon providing you 30 days notice by e-mail at the last address contained in your membership information. If at any time the fees or the Deductions are not acceptable to you, you may terminate this Agreement in accordance with its terms.
Guidigo will endeavor to make payment of fees collected net of Deductions (“Author Fees”) in respect of purchased downloads of Your Content on a quarterly basis on or about the 15th day of the month following the end of the quarter during which the Content was purchased, except when sales reporting is delayed, in which case payments will be made in the month following the date such sale is reported, provided such fees aggregate a minimum of US$ 100, failing which Author Fees owing will be retained until they exceed such minimum. Balances will be remitted by Guidigo to Authors via PayPal, direct deposit or other payment methods described on the Website, the Studio or via the Application. In all cases, payment of Author Fees will be net of: (i) any bank, payment charges or foreign currency processing costs in order to make payment to you (ii) applicable taxes or other withholdings required by applicable law; (iii) bad debts or other uncollectible sums; (iv) legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein; (v) cancellations or refunds where the original sale has been reported to you, including but not limited to where due to a fraudulent transaction; (vi) overpayment of Author Fees in a prior period; and (vii) any amounts owing by the Author to Guidigo under this Agreement or otherwise. Without limiting the generality of the foregoing, Guidigo is entitled to set-off against any amount owing to Author all amounts to which Guidigo is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of the Author under this Agreement.
Some Content may only be downloaded subject to a fee, as chosen by the Author.
Payments are due without the need for an invoice, and can be made through the Apple Store using your Apple ID. All payments include VAT or other sales tax where applicable. All payments and refunds are subject to the Apple Store terms and conditions.
Until you receive confirmation of payment from Apple, no contract is concluded. Completion of the registration process with Guidigo is merely an offer to conclude a contract, and does not constitute the conclusion of a contract.
You hereby represent and warrant to Guidigo as follows:
ii. Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.
iii. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing, featuring or owning rights in material that may be included in Your Content in order to publish the same on the Platform.
iv. You have read, understood and will comply with these Terms including specifically the paragraphs above entitled “Your use of the Services” and “Your Content” as well as the Community Guidelines.
v. Your Content does not and will not create any liability on the part of Guidigo, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. Guidigo reserves the right to remove Your Content, suspend or terminate your access to the Services and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.
You hereby acknowledge and agree that Guidigo (i) stores Content and other information at the direction, request and with the authorisation of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Guidigo excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.
You hereby acknowledge and agree that Guidigo cannot and does not review the Content created or uploaded by its users, and neither Guidigo nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Platform for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms or applicable law.
Guidigo and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users on the Website. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Guidigo or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.
If you discover any Content that you believe to be in violation of your trademark or other intellectual property rights, which you believe violates your rights of privacy or publicity, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates these Terms or applicable law, please report this to us at firstname.lastname@example.org
The Platform may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services,(hereinafter “External Services”).
Guidigo does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Guidigo does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.
You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.
Guidigo disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against Guidigo with respect to the content or operation of any External Services.
Notwithstanding the fact that Guidigo has no legal obligation to monitor the Content on the Platform, Guidigo reserves the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms or applicable law, or is otherwise unacceptable to Guidigo.
Please also note that individual Authors have control over the Content that they store in their account from time to time, and may remove any or all Content without notice. You have no right of continued access to any particular item of Content other than Content which you have downloaded prior to its removal and Guidigo shall have no liability in the event that you are unable to access an item of Content due to its removal from the Platform, whether by Guidigo or the relevant Author.
Guidigo will suspend or terminate your access to the Services if Guidigo determines, in its reasonable discretion, that you have repeatedly breached these Terms.
We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Guidigo at its discretion.
THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE PLATFORM AND ALL CONTENT ACCESSED THROUGH OR VIA THE PLATFORM OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.
WHILST GUIDIGO USES ALL REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS ON THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO GUIDIGO’S ATTENTION, GUIDIGO MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE PLATFORM, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR OTHER EXTERNAL SERVICES. GUIDIGO DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE SERVICES OPERATE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GUIDIGO DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE SERVICES DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION.
GUIDIGO AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW, TOGETHER WITH ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.
GUIDIGO’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID TO GUIDIGO DURING THE TWELVE (12) MONTHS PRIOR TO YOUR CLAIM OR $50 IF YOU HAVE NOT MADE ANY PAYMENTS DURING THAT PERIOD. IN ALL OTHER CASES, IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES.
GUIDIGO AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:
i. ANY LOSS OR DAMAGE ARISING FROM:
ii. ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST BE NOTIFIED TO GUIDIGO AS SOON AS POSSIBLE.
ADDITIONALLY, APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND GUIDIGO AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND GUIDIGO, AND THAT GUIDIGO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You hereby agree to indemnify, defend and hold harmless Guidigo, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:
i. any violation by you of these Terms;
iii. any activity related to your account, be it by you or by any other person accessing your account with or without your consent.
Guidigo reserves the right to change, modify, withdraw or discontinue any of the features, services, functionalities, Fees and Deductions of the Services at any time and for any reason with or without notice. Guidigo also reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Services or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Guidigo shall use its reasonable endeavours to notify registered users of such decision in advance.
You hereby agree that Guidigo and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website and/or any Services that Guidigo may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.
In the event of any changes to the Fees or features of any Content for which you are the Author, you will have no obligation to continue using the Services following any such notification, but if you do not terminate your account as described in the Termination and Cancellation section below during the 30 day period, your continued use of your account after the end of that 30 day period will constitute your acceptance of the changes.
You may terminate this Agreement at any time by sending notice by email or in writing to Guidigo (see address above) confirming such termination, by removing all of Your Content from the Platform, by deleting your account and thereafter by ceasing to use the Services.
Guidigo may with or without prior notice, suspend or terminate your account and your access to the Services and/or terminate this Agreement at any time if in Guidigo’s sole discrition (i) you are deemed to be a Repeat Infringer as described above; (ii) you are in breach of these Terms; (iii) Guidigo elects at its discretion to cease providing the Services in the jurisdiction where you reside or from where you are attempting to access the Services, or (iv) an infringement or violation of the rights of any third party, or of any applicable laws or regulations has occurred (v) in other reasonable circumstances as determined by Guidigo at its discretion.
Upon termination, cancellation or expiration of this Agreement or your account, any and all Content residing in your account, or pertaining to activity from your account (for example, data relating to the distribution or consumption of Your Content), will be irretrievably deleted by Guidigo, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests, such as in order to provide customer support and maintenance, including continued access and ability to download copies of Your Content that users purchased prior the termination of this Agreement. You are therefore advised to remove, copy or back up any Content in your account before terminating or cancelling your account as Guidigo assumes no liability for any material that is irretrievably deleted.
The provisions of these Terms that are intended by their nature to survive the termination or cancellation of this Agreement will survive the termination of this Agreement, including, but not limited to, those Sections entitled Your Guidigo Account, Your Content, Representations and Warranties, Liability for Content, Disclaimer, Limitation of Liability, Indemnification, Termination and Right of Cancellation, Assignment to Third Parties, Entire Agreement and Applicable Law and Jurisdiction, respectively.
Guidigo may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Guidigo. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Guidigo.
Should one or more provisions of these Terms be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms, which will remain in full force and effect.
Except where otherwise required by the mandatory law of the United States or any member state of the European Union these Terms shall be governed by and interpreted in accordance with the laws of France and shall be subject to the jurisdiction of the French courts.