Guide Block Terms of Service

1. ACCEPTANCE OF TERMS

Thank you for using Guide Block's innovative platform for consumers and businesses seeking to establish mutually beneficial business relationships. Guide Block provides the Guide Block service to you, subject to acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this site by Guide Block (collectively the 'Terms').

We reserve the right to modify these terms by posting a notice on our website, or by sending you a notice via email, postal mail or phone. You shall be responsible for reviewing and becoming familiar with any such modifications. Such modifications are effective immediately upon first posting or notification, and use of our website or any services by you following such posting or notification constitutes your acceptance of these Terms as modified.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT ACCESS OR USE THE SERVICE. BY VIEWING OR USING ALL OR ANY PART OF THE SERVICE, DOWNLOADING ANY MATERIALS OR BY COMPLETING THE SUBSCRIPTION AND INFORMATION REQUEST REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS.

2. ACCOUNT USERS AND REGISTRATION OBLIGATIONS

In order to take advantage or use some of the features offered with the Services, you may be required to register and/or create an account with Guide Block. By creating an account, you agree to take full responsibility for maintaining the account user name, password, and all related activity that occurs under your account username. Guide Block reserves the right to close your account at any time for any reason or no reason, in its sole discretion.

In consideration of use of the Service, you agree to:

provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and
maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Guide Block has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Guide Block has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

Additionally, you agree that if you provide false information to obtain access to a Guide Block business site that you are not legally entitled to claim, Guide Block will be entitled to collect liquidated damages of $1000 per violation or actual damages incurred by Guide Block from you. You understand and agree that the service may include certain electronic and telephone communications from Guide Block, including but not limited to, service announcements, status reports, administrative messages and the Guide Block Newsletter, and that these communications are considered part of Guide Block membership and (except as prohibited by applicable law) you may not be able to opt out of receiving them.

3. GUIDE BLOCK PRIVACY POLICY

For information regarding how we treat personal information of our users, please see Guide Block's current, full privacy policy athttp://www.guideblock.com/privacy-policy.html, which is incorporated by this reference.

4. USER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, lists or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Guide Block, are entirely responsible for all Content that you upload, post or otherwise transmit via the Service. Guide Block does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content, including but not limited to business endorsements and commentary. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable.

You agree to not use the Service to:

Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
Harm minors in any way;
Impersonate any person or entity, including, but not limited to, a Guide Block 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 Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
Upload, post 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 or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
Upload, post or otherwise transmit any material that contains software viruses 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;
Promote or use the site for a commercial purpose for competitive products, except as expressly permitted by Guide Block;
Keyword spam or to otherwise attempt to manipulate search results;
Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
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 otherwise harass another individual or merchant;
Collect or store personal data about users any individual or merchant (including for the purposes of advertising to or soliciting any Guide Block user to buy or sell any products or services) other than customers who willingly provide such information in order to explore bona fide business opportunities or connections.
Create or submit unwanted email or messaging ('Spam') to any other Guide Block user.

By using the Service you agree to hold responsibility for all Deals that you submit. Guide Block has no obligation to monitor user submitted content. However, Guide Block reserves the right to refuse or to remove any materials posted in its sole discretion and without informing you. By your use of the Service, you agree not to post any materials containing unlawful, defamatory, violation to other person’s privacy, distributing of unsolicited advertising, sexual, racial or religious content. You also agree to grant Guide Block a non-exclusive, royalty-free license to use, publish, copy, edit, modify, or create derivative works from your submission.

In addition, you agree that all hyperlinks and other offers comprising the Service (e.g. hyperlinks provided in connection with Guide Block's RSS feeds) may not be modified from the original form in which such hyperlinks and other offers are generally made available by Guide Block.

5. CONTENT SUBMITTED TO Guide Block

By uploading, submitting or otherwise disclosing or distributing content of any kind on the Guide Block website or otherwise through the Service, you:

Grant to Guide Block, its affiliates and their assignees the perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit such content in any form for the purpose of providing the Services, including without limitation, any concepts, ideas or know-how embodied therein;
Represent and warrant to Guide Block that you own or otherwise control all rights to such content and that disclosure and use of such content by Guide Block (including without limitation, publishing content at the Guide Block website) will not infringe or violate the rights of any third party; and
Acknowledge that the content may not be treated confidentially.

You agree not to provide Guide Block with any confidential or proprietary information that you desire or are required to keep secret.

You acknowledge that Guide Block does not pre-screen Content, but that Guide Block and its designees shall have the right (but not the obligation) in their sole discretion to remove or block access to any Content that is available via the Service. Without limiting the foregoing, Guide Block and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

6. INDEMNITY

You agree to indemnify and hold Guide Block, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another.

7. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service.

8. MODIFICATIONS TO SERVICE

Guide Block 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. You agree that Guide Block shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

9. TERMINATION

You agree that Guide Block, in its sole discretion, may terminate your password, Guide Block Site, use of the Service or use of any other Guide Block service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if Guide Block believes that you have violated or acted inconsistently with the letter or spirit of the Terms. Guide Block may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that Guide Block may immediately deactivate or delete your Guide Block Site and all related information and files in your Guide Block Site and/or bar any further access to such files or the Service. Further, you agree that Guide Block shall not be liable to you or any third-party for any termination of your access to the Service.

10. ADVERTISEMENTS

Guide Block runs advertisements and promotions on Guide Block Sites. By creating your Guide Block Site, you agree that Guide Block has the right to run such advertisements and promotions. The manner, mode and extent of advertising by Guide Block on your Guide Block Site are subject to change in the sole discretion of Guide Block.

11. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Guide Block has no control over such sites and resources, you acknowledge and agree that Guide Block is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Guide Block 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 use of or reliance on any such Content, goods or services available on or through any such site or resource.

12. Guide Block PROPRIETARY RIGHTS

You agree that all content and materials delivered via the Service or otherwise made available by Guide Block are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Guide Block in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, you may print or download a reasonable number of copies of the materials or content at Guide Block's website for your internal business purposes; provided, that you retain all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from Guide Block's website to create or compile, directly or indirectly, a collection, database or directory without written permission from Guide Block is prohibited. Any third party that contacts our users for commercial reasons, including selling them products or services, is in violation of these terms and each individual violation is subject to $3,000 in penalties per instance.

Reproducing, copying or distributing any content, materials or design elements on the Guide Block website for any other purpose is strictly prohibited without the express prior written permission of Guide Block. Use of the content or materials for any purpose not expressly permitted in these Terms is prohibited. Any rights not expressly granted herein are reserved.

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Guide Block grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Guide Block for use in accessing the Service.

13. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Guide Block EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Guide Block MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Guide Block OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

14. LIMITATION OF LIABILITY

IN NO EVENT SHALL Guide Block (OR ITS AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) AMOUNTS IN THE AGGREGATE GREATER THAN TEN DOLLARS ($10), EVEN IF Guide Block HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

15. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 20 AND 21 MAY NOT APPLY TO YOU.

16. NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Service.

17. COPYRIGHTS

Guide Block respects the intellectual property of others, and we expect our users to do the same. Guide Block has no responsibility for content on other web sites that you may find or access when using Guide Block's products or services. Material available on or through other web sites may be protected by copyright and the intellectual property laws of the United States and/or other countries. The terms of use of those web sites, and not the Guide Block Terms of Service, govern your use of that material.

It is Guide Block's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Guide Block and/or others.

Notice for Claims of Intellectual Property Violations and Agent for Notice

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Guide Block's Copyright Agent with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a specific description of the copyrighted work or other intellectual property that you claim has been infringed;
a specific description of where the material that you claim is infringing is located on the Guide Block site, with enough detail that we may find it on the web site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Guide Block's Agent for Notice of claims of copyright or other intellectual property infringement can be reached by email:

18. GENERAL INFORMATION

The Terms constitute the entire agreement between you and Guide Block and govern your use of the Service, superseding any prior agreements between you and Guide Block (including, but not limited to, any prior versions of the Terms). These Terms and the Service contemplated hereunder are personal to you, and are not assignable, transferable or sublicensable by you except with Guide Block's prior written consent. Guide Block may assign, transfer or delegate any of its rights and obligations hereunder without consent. You also may be subject to additional terms and conditions that may apply when you use affiliate or other Guide Block services, third-party content or third-party software. The Terms and the relationship between you and Guide Block shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Guide Block agree to submit to the personal and exclusive jurisdiction of the courts located within San Mateo County, California. The failure of Guide Block to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.