GUIDES.CO Terms of Use

Effective May 2, 2017

BY CLICKING THE "Register" BUTTON DISPLAYED AS PART OF THE SIGNUP PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF GUIDES.CO'S ONLINE SERVICE (AS DEFINED BELOW). THIS AGREEMENT INCORPORATES BY REFERENCE THE GUIDES.CO PRIVACY POLICY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT CLICK THE "Register" BUTTON OR IN ANY WAY USE THE SERVICE.

Welcome

As part of the Service, GUIDES.CO will provide you with use of the GUIDES.CO's GUIDES.CO online service (the "Service"), including the use of a browser interface and of data encryption, transmission, access and storage services. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security; Disclosure

The GUIDES.CO privacy policy may be viewed at http://www.guides.co/privacy.html. GUIDES.CO reserves the right to modify its policy in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, GUIDES.CO occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

2. License Grant & Restrictions

GUIDES.CO hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service solely for your own purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by GUIDES.CO and its licensors.

You acknowledge that the Service and Content embody and contains valuable trade secrets and confidential information owned by GUIDES.CO ("Confidential Information"), including but not limited to source code, the development status of the Service, the functionality of the Service, the appearance, content and flow of the user interface of the Service, and the content of the documentation of the Service.

You shall not, nor will you permit any third party to (i) modify, adapt, translate or make derivative works based upon the Service or the Content; (ii) create Internet "links" to the Service or post, transmit, "frame" or "mirror" any Content on any other server or wireless or Internet- based device in any form or by any means or allow any third party to use or access the Service or the Content; (iii) decompile or reverse engineer the Service Technology; (iv) access the Service or the Content in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy or distribute any ideas, features, functions or graphics of the Service; (v) remove, destroy or obscure any proprietary markings, confidential legends, trademarks or trade names of GUIDES.CO; (vi) access any trade secrets or Confidential Information in the Service Technology; or (vii) otherwise use or permit access to the Service or the Content except as expressly allowed in this Agreement. User accounts cannot be shared or used by more than one individual User.

You may use the Service only for legal purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

You may not sublicense or transfer this license or any of the related rights or obligations for any reason. Any attempt to make any such sublicense or transfer will be a material breach of this Agreement by you and shall be void.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify GUIDES.CO immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to GUIDES.CO immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Service user or provide false identity information to gain access to or use the Service.

You are responsible for keeping any and all passwords and user IDs assigned to you and your Users secret and confidential. You agree that you are and shall remain solely and completely liable for any communications or other uses that are made using you or your Users' passwords and user IDs, as well as for any obligation that may result from such use. You are responsible for changing your password if you believe that your password has been stolen or might otherwise be misused.

4. Account Information and Data

GUIDES.CO does not own any data, information or material that you submit to the Service in the course of using the Service ("Data"). You, not GUIDES.CO, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Data, and GUIDES.CO shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event this Agreement is terminated (other than by reason of your breach), GUIDES.CO will make available to you a file of your Data within 30 days of termination if you so request at the time of termination. GUIDES.CO reserves the right to withhold, remove and/or discard Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use your Data immediately ceases, and GUIDES.CO shall have no obligation to maintain or forward any Data.

5. Intellectual Property Ownership

GUIDES.CO and its licensors retain exclusive ownership of all right, title and interest, including all related Intellectual Property Rights, in and to the Service Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Service Technology or the Intellectual Property Rights owned by GUIDES.CO. The product names associated with the Service are trademarks of GUIDES.CO or third parties, and no right or license is granted to use them.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers, sponsors, or partners. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. GUIDES.CO and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. GUIDES.CO does not endorse any sites on the Internet that are linked through the Service. GUIDES.CO provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable as may be set out on an Order Form.

The initial charges will be equal to the service fee associated with the Service edition that you have ordered and have been provisioned. Payments may be made annually, or monthly, consistent with the Initial Term, or as otherwise mutually agreed upon.

You are responsible for paying for the Service ordered for the entire License Term, whether or not such Service is actively used. You must provide GUIDES.CO, or a third-party merchant entity contracted by GUIDES.CO, with valid credit card, bank account, or approved purchase order information as a condition to signing up for the paid Service. GUIDES.CO reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail. The Primary Licensing Contact or Secondary Licensing Contact may upgrade the Service of your environment. Changes to the Service will be subject to the following: (i) selected edition will assume preexisting License Term (either Initial Term or renewal term); (ii) the fee for the selected edition will be the then current, generally applicable Service fee; and (iii) Service upgrades performed in the middle of a billing month will be charged in full for that billing month. GUIDES.CO reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

As described on our website, each Service edition provides a maximum storage space for file storage. GUIDES.CO reserves the right to modify the limits applicable to various Service editions from time to time, effective upon posting at guides.co. If you exceed the limits applicable to the Service edition you order, GUIDES.CO reserves the right to charge you the full Service rate for the next larger edition (or even larger editions, should your usage exceed other thresholds). GUIDES.CO will use reasonable efforts to notify you when your usage reaches approximately 90% of the maximum for the Service edition you ordered; however, any failure by GUIDES.CO to so notify you shall not affect your responsibility for such additional charges.

8. Billing and Renewal

GUIDES.CO charges and collects in advance for use of the Service. GUIDES.CO, or a third-party merchant entity contracted by GUIDES.CO will automatically renew and debit your credit card or bank account or issue an invoice to you (a) every month for monthly licenses, (b) each year on the subsequent anniversary for annual licenses, or (c) as otherwise mutually agreed upon. The renewal charge will be equal to the recurring service fee associated with the licenses you have ordered and have been provisioned, unless GUIDES.CO has given you at least thirty (30) days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. GUIDES.CO's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on GUIDES.CO's income.

You agree to provide GUIDES.CO or its third-party merchant entity with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact, Primary Licensing Contact, and Secondary Licensing Contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, GUIDES.CO reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless GUIDES.CO in its discretion determines otherwise, entities will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes. If you believe your bill is incorrect, you must contact us in writing within thirty (30) days of the billing date of the bill containing the amount in question to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

In addition to any other rights granted to GUIDES.CO herein, GUIDES.CO reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of one percent (1.0%) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for licenses during any period of suspension. If you or GUIDES.CO initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that GUIDES.CO may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

GUIDES.CO reserves the right to impose a reconnection fee in the event your Agreement is suspended and you thereafter request access to the Service. You agree and acknowledge that GUIDES.CO has no obligation to retain your Data and that such Data may be irretrievably deleted if your account is thirty (30) days or more delinquent.

10. Termination upon Expiration/Reduction in Number of Licenses/Bankruptcy

This Agreement commences on the Effective Date. The Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the online subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at GUIDES.CO's then current fees. This Agreement will terminate upon, to the greatest extent permitted by applicable law, written notice of termination by one party to the other party if such other party: (i) commits an act of bankruptcy; (ii) seeks an arrangement or compromise with its creditors under any statute or otherwise; (iii) is subject to proceedings in bankruptcy, receivership, liquidation or insolvency and same is not dismissed within ninety (90) days; (iv) makes an assignment for the benefit of the creditors; (v) admits in writing its inability to pay its debts as they mature; or (vi) ceases to function as a going concern or to conduct its operations in the normal course of business. Either party may terminate this Agreement or downgrade the Service edition, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least fifteen (15) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), GUIDES.CO will make available to you a file of your Data within thirty (30) days of termination if you so request at the time of termination. You agree and acknowledge that GUIDES.CO has no obligation to retain your Data, and may delete such Data, more than thirty (30) days after termination.

11. Termination for Cause

Any breach of your payment obligations or unauthorized use of the Service Technology or Service will be deemed a material breach of this Agreement. GUIDES.CO, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, GUIDES.CO may terminate a trial account at any time in its sole discretion. You agree and acknowledge that GUIDES.CO has no obligation to retain your Data, and may delete such Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within thirty (30) days of notice of such breach.

GUIDES.CO, in its sole discretion, may terminate your password, account or use of the Service. You agree and acknowledge that GUIDES.CO has no obligation to retain your Data, and may delete such Data, whether you have materially breached this Agreement or otherwise.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. GUIDES.CO represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Service help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service.

13. Mutual Indemnification

You shall indemnify and hold GUIDES.CO, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs and including costs arising from investigations, subpoenas or discovery proceedings related to your Data) arising out of or in connection with: (i) a claim alleging that use of your Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that GUIDES.CO (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release GUIDES.CO of all liability and such settlement does not affect GUIDES.CO's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

GUIDES.CO shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a U.S. or Canadian patent issued as of the Effective Date, or a trademark of a third party; provided that you (a) promptly give written notice of the claim to GUIDES.CO and (b) give GUIDES.CO sole control of the defense and settlement of the claim (provided that GUIDES.CO may not settle or defend any claim unless it unconditionally releases you of all liability).

The indemnity obligations of GUIDES.CO set forth above will not apply if the infringement claim results from (i) a correction or other modification of the Service not made by GUIDES.CO, (ii) a failure by you to promptly install or have installed an update, upgrade or other software component that would have avoided the alleged infringement, (iii) the combination of the Services with items not provided by GUIDES.CO, or (iv) the performance of services or development of customizations to the Service by GUIDES.CO in accordance with your specific designs, specifications or instructions.

14. Disclaimer of Warranties

GUIDES.CO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, GUARANTY OR CONDITION AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. GUIDES.CO AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GUIDES.CO AND ITS LICENSORS.

15. Internet Delays

GUIDES.CO'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GUIDES.CO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Confidentiality

You acknowledge that you may receive Confidential Information (as defined above) relating to the business of GUIDES.CO or its licensors, including without limitation documentation, designs, presentations, drawings, schematics, software tools, software, user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, source code, computer programming, techniques, algorithms, processes, customer lists, technical and marketing information, know-how and/or trade secrets. You agree to use such Confidential Information only in the performance of this Agreement and will not disclose any such Confidential Information to any other person unless such disclosure is authorized by GUIDES.CO in writing. As soon as practicable, you shall notify GUIDES.CO of any breach of this Agreement.

Restrictions. You shall not use, transmit, maintain, remanufacture or duplicate all, or any part of, the Confidential Information except in accordance with the terms and conditions of this Agreement. You shall be directly liable for the acts or omissions of your employees and Users with respect to such confidentiality obligations. You agree to protect the Confidential Information with at least the same degree of care you use to protect your own trade secrets and proprietary information but no less than reasonable care.

Exclusions. The confidentiality obligations under this Agreement shall not apply to Confidential Information which: (i) at the time of disclosure is within the public domain, other than through a breach of this Agreement; (ii) after disclosure becomes readily and lawfully available to the industry or the public, other than through a breach of this Agreement; (iii) you can establish, by documented and competent evidence, was in your possession prior to the date of disclosure of such Confidential Information; (iv) you can establish, by documented and competent evidence, was independently developed by you; or (v) is approved, in advance in writing by GUIDES.CO, for disclosure.

Equitable Remedies. You acknowledge that disclosure or use of the Confidential Information contrary to this Agreement will cause the GUIDES.CO irreparable harm for which damages would not be an adequate remedy and further acknowledges that in addition to any other remedies that may be available to GUIDES.CO at law, GUIDES.CO may apply for all available equitable relief including injunctive relief.

19. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Canada, Switzerland and the European Union. The Users of this site acknowledge and agree that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Canada, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Canadian, Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

GUIDES.CO and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside Canadathe United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to CandianUnited States law is prohibited. None of the Content, nor any information acquired through the use of the Service is or will be used for illegal drug manufacturing, drug trafficking or terrorist activities. Nuclear activities, chemical or biological weapons, or missile projects, must be specifically authorized by the CanadianUnited States government body for such purposes.

20. Notice

GUIDES.CO may give notice by means of a general notice on the Service, or by electronic mail to your e-mail address on record in the Service account information. Such notice shall be deemed to have been given upon the expiration of 12 hours after sending (if sent by email). You may give notice to GUIDES.CO (such notice shall be deemed given when received by GUIDES.CO) at any time by any of the following email to info@guides.co.

21. Modification to Terms

GUIDES.CO reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service, except as otherwise specifically set out in this Agreement. You are responsible for regularly reviewing the most current version of this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

22. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of GUIDES.CO but may be assigned without your consent by GUIDES.CO to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

23. General

This Agreement shall be governed by Ontario law and controlling Canadian federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the provincial state and federal courts located in Ontario. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and GUIDES.CO as a result of this agreement or use of the Service. The failure of GUIDES.CO to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GUIDES.CO in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and GUIDES.CO and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

24. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

(a) "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the guides.co and guides.co websites specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by GUIDES.CO from time to time in its sole discretion;

(b) "Primary Licensing Contact" means the individual authorized to upgrade or downgrade the Service edition for your environment, terminate this Agreement upon expiration of Term, designate Secondary Licensing Contact, and designate an alternate Primary Licensing Contact. In addition, the Primary Licensing Contact is the only individual authorized to request and receive a file containing Data;

(c) "Secondary Licensing Contact" means the individual designated by the Primary Licensing Contact as having the authority to upgrade or downgrade the Service edition for your environment. In addition, the Secondary Licensing Contact may designate an alternate Primary Licensing Contact if the Primary Licensing Contact leaves the company or is no longer authorized to make decisions on behalf of your organization;

(d) "Content" means the audio and visual information, text, documents, notes, graphics, logos, icons, images, design elements, software, products, services and all other materials contained or made available to you in the course of using the Service;

(e) "Data" means any transaction data or file attachments, information or material provided or submitted by you to the Service in the course of using the Service;

(f) "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "Register" option presented on the screen after this Agreement is displayed or the date you begin using the Service;

(g) "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is monthly, the Initial Term is the first month);

(h) "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how, trade secret rights and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

(i) "License Administrator(s)" means those Users designated by you who are authorized to administer your use of the Service and your dealings and communications with GUIDES.CO;

(j) "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);

(k) "Order Form(s)" means the form provided by GUIDES.CO and completed by you, subject to GUIDES.CO's approval, evidencing the initial subscription for the Service and the Service edition, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

(l) "GUIDES.CO" means GUIDES.CO, a service by Mercury Grove Inc, a Canadian corporation, having a notice address of 103 Fourth Ave, Ottawa, Ontario, K1S 2L1. ;

(m) "Service Technology" means all of GUIDES.CO's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by GUIDES.CO in providing the Service;

(n) "Service(s)" means the specific edition of a GUIDES.CO online software application, or other corporate services identified during the ordering process, developed, operated, and maintained by GUIDES.CO, accessible via http://www.guides.co or another designated web site or IP address, or ancillary online or offline products and services provided to you by GUIDES.CO, to which you are being granted access under this Agreement, including the Service Technology and the Content; and

(o) "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by GUIDES.CO at your request).