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Terms of Service

Last updated: September 30, 2020.

https://github.com/Guildflow/policy

These Terms of Service and all supplemental terms, as amended from time to time, govern your use of any online or mobile product or service to which you have access, any product or service that requires an Internet connection or Account to access as well as any Account you use to access online or mobile products or services ("GUILDFLOW Services") offered by ZORN LABS LLC or any of its subsidiaries and affiliates (collectively, “GUILDFLOW") for the web, personal computer, or mobile device. If you reside in the United States or the European Union, these terms are an agreement between you and ZORN LABS LLC.

These Terms of Service, as well as the GUILDFLOW Privacy Policy are available at https://guildflow.com/policy/ (incorporated herein by reference) form legally binding contracts between you and GUILDFLOW. By using GUILDFLOW Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live) or that you have reviewed this Agreement with your parent or guardian and he or she assents to these Terms of Service on your behalf and takes full responsibility for your compliance with them. You agree that you and/or your parent or guardian are fully able and competent to enter into the terms, conditions, obligations, representations and responsibilities set forth in these Terms of Service, and to abide and comply with these Terms of Service.

You agree to check https://guildflow.com/policy/ periodically for new information and terms that govern your use of GUILDFLOW Services. GUILDFLOW may modify the Terms of Service at any time. Revisions to terms affecting existing GUILDFLOW Services shall be effective thirty (30) days after posting at https://guildflow.com/policy/. Terms for new GUILDFLOW Services are effective immediately upon posting at https://guildflow.com/policy/.

Table of Contents

1. Account

An Account (“Account”) may be required to access and use some GUILDFLOW Services. If you have questions about Account registration, please email hello@guildflow.com.

To create an Account, you must have an email address, and provide truthful and accurate information. You must be eligible to use the GUILDFLOW Service for which you are registering. In addition, some GUILDFLOW Services may require creation of a “username” or a “persona” to represent you online and on your mobile device. Usernames and personas are tied to your Account. You may not use a username or persona that is used by someone else, or otherwise violates the Terms of Service.

You are solely responsible for all activity on your Account. Your Account may be terminated if someone else uses it to engage in activity that violates the Terms of Service or is otherwise improper or illegal. You should not reveal your Account password to others. GUILDFLOW will not ask you to reveal your password, or initiate contact with you asking for answers to your password security questions.

2. Content

“Content” on GUILDFLOW Services includes software, technology, text, forum posts, chat posts, profiles, widgets, messages, links, emails, music, sound, graphics, pictures, video, code, and all audio visual or other material appearing on or emanating to and/or from GUILDFLOW Services, as well as the design and appearance of our websites. Content includes user-generated Content (“UGC”). UGC includes but is not limited to Account personas, forum posts, profile content and any other Content contributed by users to GUILDFLOW Services. GUILDFLOW Content and UGC collectively shall be referred to as “Content.” All Content–with the exception of UGC discussed below in Sections 5 and 6–is owned by GUILDFLOW or its affiliates, subsidiaries, licensors or suppliers. You bear the entire risk of the completeness, accuracy and/or usefulness of UGC found on GUILDFLOW Services.

3. Use and Expiration of Content and Entitlements/General License Restrictions

GUILDFLOW grants you a personal, limited, non-exclusive license to use Content to which you have access for your personal, private, non-transferable, limited uses solely as set forth herein and as set forth in any additional documentation and/or agreements applicable to the GUILDFLOW Services accessed by you. Content and Entitlements and all other intellectual property rights in or on GUILDFLOW Services as well as the products and services offered through GUILDFLOW Services, are owned by GUILDFLOW or GUILDFLOW’s third party licensors and is protected by United States and International copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not copy or download any Content and/or Entitlements from a GUILDFLOW Service unless you are expressly authorized to do so. In addition, unless expressly authorized by GUILDFLOW, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, decompile, disassemble, reverse engineer or otherwise make unauthorized use of Content or Entitlements. Any commercial use is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to Content. Your rights are subject to your compliance with these Terms of Service as well as any other agreements applicable to the GUILDFLOW Services you are using.

GUILDFLOW reserves all right, title and interest in Content, Entitlements and all associated copyrights, trademarks, and other intellectual property rights therein that are not expressly granted to you in these Terms of Service. Your permitted use of Content and Entitlements described above is limited by the intellectual property rights of GUILDFLOW and does not include any rights to other patents or intellectual property. Making unauthorized copies or distribution of Content and/or Entitlements found on GUILDFLOW Services may result in the termination of your Account(s), prohibition on use of GUILDFLOW Services, and further legal action. Content and/or Entitlement owners may take criminal or civil action against you for unauthorized use of intellectual property. You agree to indemnify and hold harmless GUILDFLOW from any unauthorized or illegal conduct by you, or through the use of your Account, on GUILDFLOW Services.

4. GUILDFLOW Services and Content Availability

We do not guarantee that any Content will be available at all times, in all countries and/or geographic locations, or at any given time or that we will continue to offer particular Content for any particular length of time. We reserve the right to change and update Content without notice to you.

5. Contributing UGC to GUILDFLOW Services

GUILDFLOW does not pre-screen all UGC and does not endorse or approve any UGC that you and other users may contribute to GUILDFLOW Services. You are solely responsible for your UGC and may be held liable for UGC that you post.

GUILDFLOW respects the intellectual property rights of others. You must have the legal right to upload UGC to GUILDFLOW Services. You may not upload or post any UGC on GUILDFLOW Services that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload UGC that violates the law, this Terms of Service and/or any third party’s right of privacy or right of publicity. You may upload only UGC that you are permitted to upload by the owner or by law. GUILDFLOW may, without prior notice to you and in its sole judgment, remove UGC that may infringe the intellectual property or other rights of a third party. If you are a repeat infringer of GUILDFLOW’s or a third party’s intellectual property or other rights, GUILDFLOW may terminate your Account without notice to you. If your Account(s) are terminated, you are not entitled to a refund for any fees you have paid, and you will lose access to Entitlements associated with your Account.

GUILDFLOW reserves the right (but has no obligation except as required by law) to remove, block, edit, move or disable UGC for any reason, including when GUILDFLOW determines that UGC violates these terms. The decision to remove UGC or other Content at any time is in GUILDFLOW’s sole and final discretion. To the maximum extent permitted by applicable law, GUILDFLOW does not assume any responsibility or liability for UGC or for removal of, UGC or any failure to or delay in removing, UGC or other Content.

6. UGC License Grant to GUILDFLOW and Others

When you contribute UGC to a GUILDFLOW Service, you expressly grant to GUILDFLOW and its licensors a non-exclusive, perpetual, worldwide, complete, sub-licensable and irrevocable right to quote, re-post, publish, use, adapt, translate, archive, store, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the UGC, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party. You grant GUILDFLOW and its licensors all licenses, consents and clearances to enable GUILDFLOW and its licensors to use such UGC for such purposes. You waive and agree not to assert any moral or similar rights you may have in such UGC.

If the GUILDFLOW Service on which you contribute UGC permits other users to access and use that UGC as part of the GUILDFLOW Service, then you also grant all other users of the relevant GUILDFLOW Service the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your UGC on or through the relevant GUILDFLOW Service without further notice, attribution or compensation to you.

7. Paid Services

Some GUILDFLOW Services require payment of a fee. You must have an Account and pay the subscription or other fees to participate in these activities. For information about subscription and other fees for particular services, visit https://guildflow.com/pricing/.

FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE 30 DAYS AFTER PAYMENT.

GUILDFLOW reserves the right to change our fees or billing methods at any time. If you pay a periodic (e.g. monthly) subscription for a GUILDFLOW Service, GUILDFLOW will provide you with notice of any changes to the fees or billing methods at least thirty (30) days in advance by posting such changes on the GUILDFLOW Service. You are responsible for reviewing the GUILDFLOW Service to obtain timely notice of such changes. Your continued use of the GUILDFLOW Service thirty (30) days or more after posting of the changes means that you accept such changes. If any change is unacceptable to you, you may cancel your subscription at any time, but GUILDFLOW will not refund any fees that may have accrued to your Account before cancellation of your subscription, and we will not prorate fees for any subscription. If your use of GUILDFLOW Services is subject to use or sales tax, then GUILDFLOW may also charge you for any such taxes, in addition to the subscription or other fees. For further information, visit https://guildflow.com/pricing/.

A. Payment Options. You may pay fees using the methods available for the particular GUILDFLOW Service and you agree to the terms and conditions applicable to each payment method you choose. Payment methods may vary by GUILDFLOW Service. When you provide credit card or other payment information to GUILDFLOW, you represent to GUILDFLOW that you are the authorized user of the credit card or other payment method. By agreeing to this Terms of Service, you have agreed to permit GUILDFLOW to automatically renew your subscription to a GUILDFLOW Service by charging a valid credit card number which you have provided to GUILDFLOW. Your subscription will be automatically renewed thirty (30) days prior to the expiration of the term and each anniversary thereafter for a fee no greater than GUILDFLOW’s then-current price, excluding any promotional and discount pricing, unless you cancel your subscription. You must provide current, complete, and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify GUILDFLOW if your credit card is canceled (for example, for loss or theft). Changes to such information can be made by contacting Customer Service at hello@guildflow.com. If you fail to provide GUILDFLOW any of the foregoing information, you agree that GUILDFLOW may continue charging you for any subscription automatically renewed unless you cancel your subscription at least thirty (30) days prior to the expiration of the subscription. GUILDFLOW reserves the right to utilize third party credit card updating services to obtain current expiration dates on credit cards provided by you to GUILDFLOW. Customers who use a payment method other than credit card may incur an additional payment processing fee, and may not be able to automatically renew subscriptions.

As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends.

B. Trial Subscriptions. For some GUILDFLOW Services, GUILDFLOW may offer a free trial subscription. If you accept a free trial subscription, GUILDFLOW will begin to bill your Account for that GUILDFLOW Service when the free trial subscription expires, unless you cancel your subscription before that time. You are always responsible for any internet service provider, telephone, wireless and other connection fees that you may incur when using GUILDFLOW Services, even when we offer a free trial subscription. Trial subscriptions are not transferrable.

C. Fees Charged By Third-Party Sites and Vendors. We may provide links to other web sites. Some of these web sites may charge separate fees, which are not included in any subscription or other fees that you may pay to GUILDFLOW. Any separate charges or obligations that you incur in your dealings with third parties are your responsibility.

8. Termination of GUILDFLOW Services

GUILDFLOW may terminate access to any online or mobile products and/or GUILDFLOW Services (and/or any portion thereof) at any time by giving you notice of such termination within the time period specified when you joined the particular GUILDFLOW Service, or if no time period for notice of termination was specified, then within thirty (30) days of the date such notice is either (at GUILDFLOW’s discretion) provided to you via email or is posted on the applicable product or GUILDFLOW Service website at https://guildflow.com.

GUILDFLOW may also terminate access to GUILDFLOW Services for violation of this Terms of Service, if GUILDFLOW (in its sole discretion) deems that your use of GUILDFLOW Services renders GUILDFLOW Services less safe for others and/or minors or for illegal or improper use of GUILDFLOW Services, Content, Entitlement, products, or GUILDFLOW’s Intellectual Property as determined by GUILDFLOW in its sole discretion. You may lose your username and persona as a result of termination. If you have more than one (1) Account, GUILDFLOW may terminate all of your Accounts and all related Entitlements. In response to a violation of these Terms of Service or any other agreement applicable to GUILDFLOW Services accessed by you, GUILDFLOW may issue you a warning, suspend your Account, selectively remove, revoke or garnish Entitlements at an Account and/or device level, immediately terminate any and all Accounts that you have established and/or temporarily or permanently ban your device and/or machine from accessing all GUILDFLOW Services or certain GUILDFLOW Services. You acknowledge that in such an instance GUILDFLOW is not required to provide you notice before taking action to suspend or terminate your Account, temporarily or permanently banning your device from some or all GUILDFLOW Services or selectively removing, revoking or garnishing Entitlements associated with your Account. If GUILDFLOW terminates your Account, you may not participate in a GUILDFLOW Service again without GUILDFLOW’s express permission. GUILDFLOW reserves the right to refuse to keep Accounts for, and provide GUILDFLOW Services to, any individual. You may not allow individuals whose Accounts have been terminated by GUILDFLOW to use your Account.

If your Account, or a particular subscription for a GUILDFLOW Service associated with your Account, is terminated, suspended and/or if any Entitlements are selectively removed, revoked or garnished from your Account and/or if your device is temporarily or permanently banned from accessing some or all GUILDFLOW Services, no refund will be granted, no Entitlements will be credited to you or converted to cash or other forms of reimbursement, and you will have no further access to your Account or Entitlements associated with your Account or the particular GUILDFLOW Service. If you believe that any action has been taken against your Account or device in error, please contact Customer Support at hello@guildflow.com.

9. Cancellation of your Account

You have the right to cancel your Account or a subscription to a GUILDFLOW Service at any time. If you do not agree to the terms in this Terms of Service, your sole remedy is to not use GUILDFLOW Services and to cancel your Account or applicable subscriptions. You understand and agree that the cancellation of your Account or a particular subscription is your sole right and remedy with respect to any dispute with GUILDFLOW, including any dispute related to, or arising out of: (1) any term of this Terms of Service or GUILDFLOW’s enforcement or application of this Terms of Service; (2) the Content and Entitlements available through GUILDFLOW Services or any change in Content or Entitlements provided through GUILDFLOW Services; (3) your ability to access and/or use GUILDFLOW Services and/or any Content or Entitlements thereon; or (4) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods for GUILDFLOW Services and/or any Content or Entitlements thereon.

Contact GUILDFLOW’s Customer Service Department via hello@guildflow.com to cancel your Account. GUILDFLOW reserves the right to collect fees, surcharges or costs incurred before you cancel your Account or a subscription to a GUILDFLOW Service. You are also responsible for any amounts owed to third-party vendors or content providers before your cancellation. Any delinquent or unpaid fees and other unresolved issues with GUILDFLOW Services must be settled before you establish a new Account.

10. Rules of Conduct

You may violate the Terms of Service if, as determined by GUILDFLOW in its sole discretion, you:

Specific GUILDFLOW Services may also post additional rules that apply to your conduct on those services.

You must also obey all federal, state, and local laws, regulations and rules that apply to your activities when you use GUILDFLOW Services. GUILDFLOW reserves the right to terminate your Account and to prevent your use of any and all GUILDFLOW Services if your Account is used to engage in illegal activity or to violate this Terms of Service.

Unless otherwise specified, there is no requirement or expectation that GUILDFLOW will monitor or record any online activity on GUILDFLOW Services, including communications. However, GUILDFLOW reserves the right to access and/or record any online activity on GUILDFLOW Services and you give GUILDFLOW your express consent to access and record your activities. GUILDFLOW reserves the right to remove any content from any GUILDFLOW Service at GUILDFLOW’s sole discretion. GUILDFLOW has no liability for your or any third party’s violation of this Agreement.

If you encounter another user who is violating any of the Rules of Conduct, please report this activity to GUILDFLOW using the “Help” or “Report Abuse” functions in the relevant GUILDFLOW Service, if available, or contact Customer Support at abuse@guildflow.com.

11. Services Not Controlled By GUILDFLOW

Some products may give you the option of using GUILDFLOW Software on or through a service that is not controlled by GUILDFLOW. GUILDFLOW takes no responsibility for your use of GUILDFLOW Software on or through any such service and otherwise has no control over how those services are offered, administered or operated. Any such use of non-GUILDFLOW controlled services is at your own risk and may subject you to additional or different terms and restrictions by the third party running the service.

12. Software, Utilities and Tools

GUILDFLOW Services may require or allow you to download software, software updates or patches, or other utilities and tools from GUILDFLOW or its licensors onto your computer or device (“GUILDFLOW Software”). GUILDFLOW grants to you a non-exclusive, limited license to use GUILDFLOW Software solely for the purpose stated by GUILDFLOW at the time the GUILDFLOW Software is made available to you. If an End User License Agreement or End User Access and License Agreement is provided with the GUILDFLOW Software, your use of the GUILDFLOW Software is subject to the terms of that license agreement. You may not sub-license GUILDFLOW Software. You may not translate, reverse-engineer, reverse-compile or decompile, disassemble or make derivative works from GUILDFLOW Software. You may not modify GUILDFLOW Software or use it in any way not expressly authorized in writing by GUILDFLOW. You understand that GUILDFLOW’s introduction of various technologies may not be consistent across all platforms and that the performance of GUILDFLOW Software and related GUILDFLOW Services may vary depending on your computer and other equipment.

From time to time, GUILDFLOW may provide you with updates or modifications to GUILDFLOW Software. You understand that certain updates and modifications may be required in order to continue use the GUILDFLOW Software and GUILDFLOW Services.

13. Export Control Laws

GUILDFLOW Software may be subject to United States export controls, and export controls of other jurisdictions. By downloading GUILDFLOW Software from GUILDFLOW, you warrant that you are not located in any country, or exporting GUILDFLOW Software to any person or place, to which the United States, the European Union, or any other jurisdiction has embargoed goods.

You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content or GUILDFLOW Software subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to GUILDFLOW Services any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this Section shall survive termination of this Agreement.

14. Limitations on Warranty and Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF GUILDFLOW SERVICES, GUILDFLOW SOFTWARE, AND THE INTERNET IS AT YOUR SOLE RISK. GUILDFLOW SERVICES, GUILDFLOW SOFTWARE, GUILDFLOW PRODUCTS AND THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. NO WARRANTY IS GIVEN ABOUT THE QUALITY, FUNCTIONALITY, AVAILABILITY OR PERFORMANCE OF GUILDFLOW SOFTWARE OR GUILDFLOW SERVICES. GUILDFLOW DOES NOT ASSUME LIABILITY FOR INABILITY TO OBTAIN OR USE ANY CONTENT, ENTITLEMENTS, GOODS OR SERVICES. GUILDFLOW PROVIDES GUILDFLOW SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE GUILDFLOW SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT GUILDFLOW WILL HAVE ADEQUATE CAPACITY FOR GUILDFLOW SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH GUILDFLOW OR ITS LICENSORS ARISING OUT OF OR RELATING TO GUILDFLOW SERVICES AND/OR GUILDFLOW PRODUCTS IS TO STOP USING GUILDFLOW SERVICES, AND TO CANCEL YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT GUILDFLOW, ITS LICENSORS, LICENSEES AND AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON GUILDFLOW SERVICES OR USE OF GUILDFLOW SOFTWARE. IN NO CASE SHALL GUILDFLOW’ OR ITS LICENSORS’, LICENSEES’, AFFILIATES’, EMPLOYEES’, OFFICERS’, OR DIRECTORS’ (COLLECTIVELY, “GUILDFLOW AFFILIATES") LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO GUILDFLOW FOR GUILDFLOW SERVICES. IN NO CASE SHALL GUILDFLOW, ITS LICENSORS OR GUILDFLOW AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF GUILDFLOW SERVICES, GUILDFLOW SOFTWARE, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF GUILDFLOW SERVICES OR ACCOUNTS. WHILE GUILDFLOW USES COMMERCIALLY REASONABLE MEANS TO PROTECT YOUR PERSONAL INFORMATION, GUILDFLOW AND ITS LICENSORS ASSUME NO LIABILITY FOR LOSS OF DATA, DAMAGE CAUSED TO YOUR SOFTWARE OR HARDWARE, AND ANY OTHER LOSS OR DAMAGE SUFFERED BY YOU OR ANY THIRD PARTY, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL AND HOWEVER ARISING, AS A RESULT OF ACCESSING OR USING ANY GUILDFLOW SERVICE, CONTENT, GUILDFLOW SOFTWARE TO YOUR COMPUTER AND/OR DEVICE.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, GUILDFLOW, GUILDFLOW LICENSORS’ AND GUILDFLOW AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. GUILDFLOW DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH GUILDFLOW AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

15. Indemnification

Upon GUILDFLOW’s and/or its licensors’ request, you agree to defend, indemnify and hold harmless GUILDFLOW, its licensors and GUILDFLOW Affiliates, contractors, vendors, and content providers from all liabilities, claims and expenses, including attorneys’ fees, that arise from or relate to a breach of these Terms of Service for which you are responsible or in connection with your distribution of any Content on or through GUILDFLOW Services. Without limiting the generality of the foregoing, you agree to indemnify and hold GUILDFLOW and its licensors harmless for any improper or illegal use of your Account, including the illegal or improper use of your Account by someone to whom you have given permission to use your Account. You agree that you will be personally responsible for your use of GUILDFLOW Services and for all of your communication and activity on GUILDFLOW Services, including any Content you contribute, and that you will indemnify and hold harmless GUILDFLOW, GUILDFLOW’s licensors and GUILDFLOW Affiliates from any liability or damages arising from your conduct on GUILDFLOW Services, including any Content that you contribute.

GUILDFLOW and its licensors reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to GUILDFLOW and/or its licensors in that matter. This Section shall survive termination of this Terms of Service.

GUILDFLOW Services may include hyperlinks to web sites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from you. GUILDFLOW does not control such web sites, and is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect.

17. General Terms

A. Remedies. You agree that this Terms of Service is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Terms of Service. You also understand and agree that this Terms of Service, the GUILDFLOW Privacy Policy and the Supplemental Terms incorporated into this Terms of Service, including GUILDFLOW’s enforcement of those policies, are not intended to confer, and do not confer, any rights or remedies upon any person.

B. Severability. If any part of this Terms of Service is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of GUILDFLOW, and the remaining portions shall remain in full force and effect.

C. Waiver. The failure of GUILDFLOW to exercise or enforce any right or provision of this Terms of Service will not constitute waiver of such right or provision. Any waiver of any provision of this Terms of Service will be effective only if in a writing signed by GUILDFLOW.

D. Governing Law. If you reside in a Member State of the European Union: (i) the laws of England, excluding its conflicts-of-law rules, govern this Terms of Service and your Account(s); and (ii) you expressly agree that exclusive jurisdiction for any claim or dispute with GUILDFLOW or relating in any way to your Account(s) or your use of GUILDFLOW Services resides in the Courts of England and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of England in connection with any such dispute including any claim involving GUILDFLOW or its affiliates, employees, contractors, officers, directors, vendors and content providers. If you reside elsewhere: (i) the laws of the State of California, excluding its conflicts-of-law rules, govern this Terms of Service and your Account(s); and (ii) to the extent applicable pursuant to Section 20, below, you expressly agree that exclusive jurisdiction for any claim or dispute with GUILDFLOW, arising out of or relating in any way to your Account(s) or your use of GUILDFLOW Services resides in the federal and state courts within the jurisdiction of the United States District Court for the Northern District of California, and you further agree and expressly consent (to the extent applicable pursuant to Section 20, below), to the exercise of personal jurisdiction in such courts in connection with any such dispute not precluded by Section 20 below including any claim involving GUILDFLOW or GUILDFLOW Affiliates, subsidiaries, contractors, vendors and content providers. As noted above, your conduct may also be subject to other local, state, national, and international laws.

18. Dispute Resolution By Binding Arbitration

The purpose of this Section is to provide a streamlined method for resolution of disputes between us if they arise. As discussed below in Section 18.e, if we cannot resolve our disputes informally and you are awarded a sum at arbitration greater than GUILDFLOW’s last settlement offer to you (if any), GUILDFLOW will pay you 150% of your arbitration award, up to $5000 over and above your arbitration award.

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Most customer concerns can be resolved quickly and to your satisfaction by contacting our customer support at hello@guildflow.com. In the unlikely event that GUILDFLOW cannot resolve a concern to your satisfaction (or if GUILDFLOW cannot resolve a concern it has with you after attempting to do so informally), then you and GUILDFLOW agree to be bound by the following procedure to resolve any and all disputes between us. This provision applies to all consumers to the fullest extent allowable by law. By accepting these terms, you and GUILDFLOW expressly waive the right to a trial by jury or to participate in a class action. This agreement is intended to be interpreted broadly. This Section covers any and all disputes between us (“Disputes”), including without limitation:

The only disputes that are not covered by this Section are the following:

References to “GUILDFLOW,” “you,” and “us” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or Software under this or prior Agreements between us. This arbitration provision evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms of Service.

A. Informal Negotiations/Notice of Dispute. You and GUILDFLOW agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon receipt of written notice from one person to the other (“Notice of Dispute”). Notices of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). GUILDFLOW will send its Notice of Dispute to your billing address (if you provided it to us) or to the email address you provided to us. You will send your Notice of Dispute to: ZORN LABS LLC, 399 Market Street, Suite 360, Philadelphia, PA 19106, ATTENTION: Legal Department.

B. Binding Arbitration. If you and GUILDFLOW are unable to resolve a Dispute through informal negotiations within 30 days after receipt of the Notice of Dispute, either you or GUILDFLOW may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT BY THIS PROVISION, YOU AND GUILDFLOW ARE FOREGOING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (AAA Consumer Rules), both of which are available at the AAA website https://www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, or if you send GUILDFLOW a notice to the Notice of Dispute address above indicating that you are unable to pay the fees required to initiate arbitration, then GUILDFLOW will promptly pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and GUILDFLOW may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator, only.

C. Restrictions. You and GUILDFLOW agree that any arbitration shall be limited to the Dispute between GUILDFLOW and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class action-basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AND GUILDFLOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and GUILDFLOW agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

D. Location. If you are a resident of the United States, arbitration will take place at any reasonable location convenient for you. For residents outside the United States, arbitration shall be initiated in the County of Philadelphia, Commonwealth of Pennsylvania, United States of America, and you and GUILDFLOW agree to submit to the personal jurisdiction of that court, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

E. Limitation on Arbitrator’s Authority. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

F. Changes to This Provision. Notwithstanding any provision in this Agreement to the contrary, we agree that if GUILDFLOW makes any future change to this arbitration provision (other than a change to the Notice Address), you may reject any such change by sending us written notice within 30 days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision.

19. Entire Agreement

The Terms of Service (including the GUILDFLOW Privacy Policy and other Supplemental Terms incorporated by reference into this document) constitute the entire agreement between you and GUILDFLOW relating to your rights and obligations in the use of GUILDFLOW Services. If there is any conflict between the Terms of Service and any other rules or instructions posted on a GUILDFLOW Service, GUILDFLOW shall resolve the conflict in its sole discretion.

20. Notice to California Residents

Pursuant to Cal. Civil Code § 1789.3, please note that (a) GUILDFLOW is located at 399 Market Street, Suite 360, Philadelphia, PA 19106,, (b) The fees and charges for GUILDFLOW Services vary depending on the services selected by you, and (c) If you have a complaint regarding GUILDFLOW Services or desire further information on use of GUILDFLOW Services, contact GUILDFLOW’s Customer Support at hello@guildflow.com. For complaints, you may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, CA 95814 or by telephone at (916) 445-1254 or (800) 952-5210.

Bookmark https://guildflow.com/policy/ and visit this site regularly for updates to GUILDFLOW Terms of Service.

21. Supplemental Terms

Additional Terms and Conditions for Specific GUILDFLOW Services

Certain GUILDFLOW Services may require you to read and agree to terms and conditions that are specific to that GUILDFLOW Service. Your right to use that GUILDFLOW Service is subject to those specific terms and this Terms of Service. If there are any inconsistencies between the specific terms and these terms, GUILDFLOW will be the final and sole arbiter of any such inconsistencies.