Terms of Service
Effective Date: 05/01/2019
IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
Thank you for using the services offered on the GoGoGuest website available at: https://www.GoGoGuest.com (the “Services”). GoGoGuest (“GoGoGuest,” “we,” “our,” or “us”) has adopted the following terms of service governing your use of the Services (the “Terms”).
1. ELIGIBILITY TO USE THE SERVICES
Compliance with Laws. You are responsible for complying with all laws and regulations in the country in which you live when you access and use the Services. You agree to use the Services only in compliance with these Terms and applicable law, and in a manner that does not violate our legal rights or those of any third party.
Age Requirements. The Services are not intended for users under 18 years of age. By accessing or using the Services, you represent that you are at least 18 years of age.
2. GoGoGuest ACCOUNT
You may be required to create an account to use some of the features of the Services. You must keep your password confidential and you are solely responsible for maintaining the confidentiality and security of your account, all changes and updates submitted through your account, and all activities that occur in connection with your account. In creating an account, you represent to us that all information you provide in such process is true, accurate and correct, and that you will update your information as necessary to keep it accurate. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts except as otherwise authorized by us, or provide or use false information. You agree to notify us immediately of any unauthorized use of your account by contacting us at the information provided below and to change your password.
3. OUR CONTENT AND YOUR LICENSE
Ownership of Our Content. We are the sole and exclusive copyright owners of the Services and our content, including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, reports and other usage-related data in connection with activities associated with your account and all other elements and components of the Services excluding third party content (“Our Content”). We also exclusively own the copyrights, trademarks, service marks, logos, trade names, trade dress and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with the Services and Our Content, which may be protected by copyright, patent, trademark and other applicable intellectual property and proprietary rights and laws. You acknowledge that the Services contain original works that have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of us and such others. You agree to protect our proprietary rights and the proprietary rights of all others having rights in the Services during and after the term of this agreement. To the fullest extent permitted by applicable law, we neither warrant nor represent that your use of materials displayed on the Services will not infringe rights of third parties not owned by or affiliated with us. You agree to immediately notify us upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, intellectual, statutory, or common law rights by contacting us using the information below.
Your License to Our Content. We grant you a nonexclusive, nontransferable, revocable, limited license to view, copy, print and distribute Our Content only for your personal, noncommercial use; however, you may not remove or obscure any copyright notice, trademark notice, or other proprietary rights notices displayed on, or in conjunction with, Our Content. Any violation by you of the license provisions contained in this section may result in the immediate termination of your right to use the Services, as well as potential liability for copyright or other IP Rights infringement depending on the circumstances.
4. YOUR CONTENT AND OUR LICENSE
By providing information to, communicating with, and/or placing material on the Services, including for example contributing to our blog or using a chat feature (“Your Content”), you represent and warrant that: (1) you own or otherwise have all necessary rights to Your Content; (2) all information you provide is true, accurate, current and complete, and does not violate these Terms; and, (3) Your Content will not cause injury to any person or entity.
With respect to Your Content, you grant GoGoGuest, its affiliates and related entities, a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, distribute, reproduce and create derivative works from Your Content, in any form, media, software or technology of any kind now existing or developed in the future. You grant us the right to use Your Content for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information.
If you choose to provide feedback, comments or suggestions for improvements to the Services or otherwise (in written or oral form) (“Feedback”), you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against GoGoGuest and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or the Services.
All rights in this section are granted without the need for additional compensation of any sort to you.
5. RESTRICTIONS ON USE
Without limiting the generality of these Terms, in using the Services, you specifically agree not to engage in any activity that, in our sole discretion:
- Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
- Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
- Is illegal, or violates any federal, state, or local law or regulation;
- Attempts to impersonate another person or entity;
- Is commercial in nature, including but not limited to spam, surveys, contests, pyramid schemes, or other advertising materials;
- Falsely states, misrepresents, or conceals your affiliation with another person or entity;
- Accesses or uses the account of another user without permission;
- Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
- Interferes with, disrupts, or destroys the functionality or use of any features of the Services or the servers or networks connected to the Services;
- “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
- Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Services;
- Removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the Services;
- Violates the restrictions in any robot exclusion headers on the Services, if any, or bypasses or circumvents other measures employed to prevent or limit access;
- Collects, accesses, or stores personal or private information about other users;
- Modifies, copies, scrapes or crawls, displays, publishes, licenses, sells, rents, leases, lends, transfers or otherwise commercialize any rights to the Services or Our Content; or
- Attempts to do any of the foregoing.
If you believe content on the Services violates the above restrictions, please contact us via the information provided below. You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Services for violations of the Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with the Terms and to comply with applicable law or the order or requirement of legal process, a court, consent decree, administrative agency or other governmental body.
6. THIRD PARTY CONTENT, LINKS, AND ADVERTISEMENTS
7. MODIFICATIONS TO THE SERVICES
We reserve the right to modify, suspend, or discontinue all or any part of the Services at any time. Under no circumstances will we be held liable for any damages due to such interruptions or lack of availability. Upgrades or updates of the Services may be made available from time to time. We do this to improve the quality of the Services that we provide to you and other users.
8. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNIFICATION
Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GoGoGuest, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“GoGoGuest PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE OF THEM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE GoGoGuest PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SERVICES HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE, THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS THROUGH USE OF THE SERVICES, OR THAT THE SERVICE’S CONTENT IS ACCURATE OR COMPLETE. THE GoGoGuest PARTIES ASSUME NO RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY, (VI) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SERVICES AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
Indemnification. You agree to indemnify, defend, and hold harmless the GoGoGuest Parties from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with: (i) your unauthorized use of the Services, or products or services included or advertised in the Services; (ii) your access to and use of the Services; (iii) your violation of any rights of another party; or (iv) your breach of these Terms. We retain the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
9. TERMINATION OF YOUR ACCESS TO THE SERVICES
You can terminate your use of the Services at any time by ceasing further use of the Services. We may terminate your use of the Services and deny you access to the Services in our sole discretion for any reason or no reason, including your violation of these Terms. You agree that any termination of your access to the Services may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and/or bar any further access to your account or the Services. You agree that we shall not be liable to you or any third party for the discontinuation or termination of your access to the Services.
10. ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION 10 CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and GoGoGuest agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at legal@GoGoGuest.com, and provide a brief, written description of the dispute and your contact information. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with one another, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration. Except as provided herein, if we cannot resolve a dispute informally, any dispute will be resolved only by binding arbitration in San Francisco, CA or another location that we have both agreed to, and not in courts of general jurisdiction. The arbitration will be conducted under the rules of JAMS that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in these Terms. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
If you decide to initiate arbitration on behalf of the company or legal entity you represent, you will be required to pay the arbitration initiation fee as well as any additional deposit required by JAMS to initiate your arbitration. You also agree to pay the costs of the arbitration proceeding. Other fees, such as attorney’s fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. To start an arbitration, you or we must do the following things:
- Write a Demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com.
- Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to: JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111; (415) 774-2609.
- Send one copy of the demand for arbitration to us at the U.S. mailing address listed below. We will send a copy of the demand for arbitration to you at the email or mailing address we have on file for you.
Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.
Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to your use of the Services and the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Exceptions. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Class Action Waiver. Both parties agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you nor we can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other GoGoGuest customers, and cannot be used to decide other disputes with other customers.
Survival. This Arbitration and Class Action Waiver section shall survive any termination of your account or the Services.
11. CHANGES TO THE TERMS
We may, at any time and for any reason make changes to the Terms. The most recent version of the Terms will be posted on the Services and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Services or via email. If you continue to use the Services after the changes become effective, then you shall be deemed to have accepted those changes. If you don’t agree to these changes, you must cease using the Services.
12. GOVERNING LAW/WAIVER
The parties agree that these Terms and any disputes arising out of these Terms or the Services shall be governed by the laws of the State of California without regard to its conflict of law provisions, and for claims not subject to arbitration, such claims shall be brought exclusively in the courts located in the county of San Francisco, California or the U.S. District Court for the Northern District of California. The parties agree to submit to the personal jurisdiction of the courts located within the county of San Francisco, California or the Northern District of California, and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
13. GENERAL PROVISIONS
Severability. If any provision of these Terms is deemed unlawful, invalid, or unenforceable by a judicial court for any reason, then that provision shall be deemed severed from these Terms, and the remainder of the Terms shall continue in full force and effect.
Linking and Framing. You may not frame the Services. You may link to the Services, provided that you acknowledge and agree that you will not link the Services to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Services effective immediately.
14. PAYMENT TERMS
By using GoGoGuest dba Dial IQ, Inc.. (“GoGoGuest,” “we,” “our,” or “us”) Network, Marketing and Insights Services (“GoGoGuest Services”), you agree to be bound by the General Terms of Service (“General Terms”), these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in the General Terms) used. If you are using the GoGoGuest Services on behalf of a business, that business accepts these terms. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the General Terms, unless otherwise re-defined herein.
Your Additional Obligations
15. Customer Service
You are solely responsible for all customer service policies and issues relating to your WiFi network, goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any GoGoGuest Buyer Account, WiFi Pins and management, WiFi subscriptions, full service email marketing, website design and development and data and insights.
16. Additional Indemnity
In addition to Section 13 of the General Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction through the In-Store Commerce Platform (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).
17. Termination of Payment Services
GoGoGuest may Terminate your use of the Network, Data and Marketing Services at any time for any reason. Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination including and not limited to: final subscription invoice, early termination fees, account transfer fees, reconnection fees and chargebacks, and any other amounts owed to us as provided in these Payment Terms or the Terms of Service.
The following sections will survive termination of these Payment Terms, in addition to those that survive under Section 14 of the Payment Terms: 5 (Processing Errors), 9 (Access to Proceeds), 10 (Right of Setoff), 11 (Payout Schedule), 12 (Availability of Proceeds), 13 (Square Account History), 14 (Reserve for Holding Funds), 15 (Square Account Balances), 16 (Our Set-off Rights), 17 (Dormant Square Accounts), 18 (Your Liability for Chargebacks), 19 (Our Collection Rights for Chargebacks), 20 (Excessive Chargebacks), 21 (Contesting Chargebacks), 26 (Taxes), and 27 (Customer Service).
30. CONTACT US
If you have any questions or concerns with respect to these Terms of the Services, please contact us at ContactUs@GoGoGuest.com.