Terms of Use and End User License Agreement
Effective: 11/04/2023
1. Acceptance of Terms of Use; Changes in Terms of Use
The purpose of this terms of use agreement (“Terms of Use”) is to set forth the terms and conditions whereby Guide, LLC (“Guide”, “we”, “us” or “our”), make our Shopify application (the “App”), as well as any products and services made available thereon, including but not limited to our shipping protection services (the “Guide Protection”) (collectively the App, the Guide Protection and other products and services made available through the App, the “Services”) and the content and materials available on the Services (the “Content”) available to merchants (“you” or “your”) and the conditions under which such merchants may have access to and use such Services and Content. The Terms of Use, any updates to the Terms of Use are referred to as the “Agreement.” These Terms of Use include the provisions in this document, as well as those in the Guide Privacy Policy.
By accessing or using the Services, clicking on a button or taking any other action to signify your acceptance of these Terms of Use, you: (1) agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time through the App; and (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Guide. YOU UNDERSTAND THAT THE COMPANY PROVIDES THE SERVICES AND DOES NOT PROVIDE INSURANCE OR INSURANCE SERVICES.
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted.
Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. See our current Privacy Policy for information and notices regarding our collection and use of personal information.
2. Use of Services and Content
Intellectual Property Rights
The Services are made available to you by Guide and is designed to enhance your e-commerce platform. The App allows you to offer your customers the opportunity to add their shipments to the Guide Protection (as described below). The App allows your customers to file a notice of loss and track the location of their shipments.
The Services, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Guide, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Subject to these Terms of Use, Guide grants you a limited license to install and use the Services solely for the purpose of operating your online store. Any future release, update, or other addition to the Services and/or Content shall be subject to these Terms of Use. Guide, its suppliers, and its service providers reserve all rights not granted in Terms of Use.
The Guide name, the Guide logo and all related names, logos, product and service names, designs and slogans are trademarks of Guide or its affiliates. You must not use such marks without the prior written permission of Guide. All other names, logos, product and service names, designs and slogans on the App or through the Services are the trademarks of their respective owners.
Prohibited Uses
You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the App or the Services:
· In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
· For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
· To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
· To impersonate or attempt to impersonate Guide, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
· To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Guide or users of the Services or expose them to liability.
Additionally, you agree not to:
· Use the App or Services in any manner that could disable, overburden, damage, or impair the App or interfere with any other party's use of the App, including their ability to engage in real time activities through the App.
· Use any robot, spider or other automatic device, process or means to access the App for any purpose, including monitoring or copying any of the material on the App.
· Use any manual process to monitor or copy any of the material on the App or for any other unauthorized purpose without our prior written consent.
· Use any device, software or routine that interferes with the proper working of the App.
· Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
· Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the App, the server on which the App is stored, or any server, computer or database connected to the App.
· Otherwise attempt to interfere with the proper working of the Services.
3. Guide Protection
Generally
The Guide Protection extends coverage to shipments where the transportation is tracked through Guide. This offer is not intended to provide shipping protection to you directly, and the Guide Protection does not constitute insurance. Your election to add packages to Guide Protection is entirely optional. You have the option of obtaining protection from an alternative source or not at all.
The Guide Protection provides shipping protection for your customers’ online purchases that are lost or damaged while in transit or “porch pirated” (“porch pirated” meaning the carrier reports the status as “delivered” but the parcel has been stolen from the delivery address and reasonable measures have been taken to located it).
Guide will provide your customers with a summary of the Guide Protection and instructions to file a notice of loss. Upon your agreement to these Terms of Use, the App and access to the Guide Protection will be activated on your site. Guide reserves the right to change pricing at any time. If your customers opt in to the Guide Protection, this charge will appear for such customers to review and verify at checkout.
Guide reserves the right, at the mutual discretion of both the customer and Guide to issue a full refund, with such refund transaction to be executed through the Shopify platform.
Guide, in accordance with its discretion and adherence to the Guide guidelines, shall furnish customers with a replacement order including the cost of shipping, and such replacement shall be processed through the Shopify platform.
Exclusions
The Guide Protection does not cover the following without a specific written amendment from Guide: single orders exceeding $10,000 USD in value, cash, cigarettes, and other tobacco products; computer memory modules and cards; cotton; fine art (defined as art valued in excess of $5,000 per piece); fresh foods (excepting frozen foods in refrigerated containers); live animals; negotiable papers; perishable commodities (defined as commodities which spoil or deteriorate when not carried or stored in a temperature controlled environment); pharmaceutical drugs; precious stones and metals; securities; automobiles and motorcycles; boats and yachts; ceramic, marble or granite tiles; slabs blocks; countertops; statues; glass windows, plate glass and similar goods; lumber; used household goods and personal effects; scrap metal; and steel metal and steel metal products. If you sell any of the goods that fall under the categories outlined in this section, your customers are not eligible to use the Guide Protection. By agreeing to these Terms of Use, you represent that you do not sell any such excluded goods.
All fees paid for the Services are non-refundable and non-transferable except as may be expressly provided in these Terms of Use. You may cancel the Services at any time at no charge— simply uninstall the Services you no longer want to use, and Guide will cease providing the Services to you.
Claims for packages marked “delivered” yet not received and where there is no evidence of “porch piracy” must be made 5 days after the “delivery date” but no longer than 30-45 days to ensure it was not mis-delivered or easily found around the premises.”
Claims for packages presumed to be lost (where the status is not “delivered”) must be filed after 5 days (20 for international) and within 30-45 days from the last checkpoint.
4. Third Party Services
Your use of the Services may contain links to third-party services (“Third-Party Services”). When you use Third-Party Services, we will not warn you that you have left the Guide Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Guide, and, consequently, Guide is not responsible for any Third-Party Services. Guide provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave the APP, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
5. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the App will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GUIDE NOR ANY PERSON ASSOCIATED WITH GUIDE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER GUIDE NOR ANYONE ASSOCIATED WITH GUIDE REPRESENTS OR WARRANTS THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
GUIDE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
6. Limitation on Liability
IN NO EVENT WILL GUIDE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
7. Indemnification
You agree to defend, indemnify and hold harmless Guide, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of the Agreement or your use of the Services, including, but not limited to, any use of the Services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Services.
8. Governing Law and Jurisdiction
All matters relating to the Services and the Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, the Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah in each case located in the City of Salt Lake City and County of Salt Lake, although we retain the right to bring any suit, action or proceeding against you for breach of the Agreement in your state or country of residence or any other relevant state or country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
9. Payment of Fees
Customer will pay Guide the then applicable fees (the “Fees”). The Consumer pays the Fees to the Merchant during the checkout process. Merchant agrees to hold and pay the Fees to Guide. Guide utilizes Shopify's Billing API service to precisely debit the total fees accumulated for Guide Shipping Protection. This debit shall transpire at intervals of 30 days, enabling the merchant to review the deposited amount in their Shopify Statement.
Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
10. Termination
At its sole discretion, Guide may modify or discontinue the Services, or may modify, suspend, or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. Guide will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to you if we have suspended or terminated your permission to use the Services. In addition to suspending or terminating your access to the Services, Guide reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive remedies. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Guide for any purchases will remain due.
11. Arbitration
At Guide’s sole discretion, it may require you to submit any disputes arising from the use of the Services or this Agreement, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Utah law.
12. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
13. Waiver and Severability
No waiver by Guide of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.
14. Entire Agreement
The Agreement and our Privacy Policy, as applicable, constitute the sole and entire agreement between you and Guide, with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.