1.2 User Representations. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
1.3 Children’s Information. Some of the Services you request may relate to minor children under the age of 13. If you request services for children or provide information related to minor children, you represent and warrant that you have the legal authority to do so and shall be responsible for the provision of such information.
1.4 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Guaranteed of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Guaranteed cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
1.5 Third Party Accounts. You may also link your Account with certain third party social networking services, including Instagram, Tik Tok and Twitter, and other Third Party Apps (each a “Third Party Account”) by either (i) providing your Third Party Account login information to us; or (ii) allowing us to access your Third Party Account, if permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers. Please note that your relationship with the social networking service and other software application providers associated with your third party accounts is governed solely by your agreement(s) with such social networking service and software application providers.
2. LICENSE AND INTELLECTUAL PROPERTY RIGHTS
2.3 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
2.4 Modification. Guaranteed reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Guaranteed will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and in any audio and visual information, data, documents, software, products and services contained or made available to you in the course of using the Services (“Guaranteed Content”) are owned by Guaranteed or Guaranteed’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Guaranteed and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. USER CONTENT
3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or conversations with us or posting on any community bulletin boards). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Guaranteed. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Guaranteed is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
3.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Guaranteed an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”: a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any Third Party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions. b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
3.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
3.6 Intellectual Property. As between the parties, Guaranteed will and does retain all proprietary and intellectual property rights, title and interest (including, without limitation, all intellectual property rights) in and to the Services, all trademarks, logos and service marks owned or asserted by Guaranteed in and to the Services (”Marks”) and and Guaranteed Content. You retain all proprietary and intellectual property rights, title and interest in and to your Data and User Content.
3.7 Feedback. If you provide Guaranteed with any comments, critiques or other types of feedback on the operation of the Services or Platform, (“Feedback”), you hereby assign to Guaranteed all rights in such Feedback and agrees that Guaranteed shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Guaranteed will treat any Feedback you provide to Guaranteed as non-confidential and non-proprietary. You agree that you will not submit to Guaranteed any information or ideas that You consider to be confidential or proprietary.
4.1 Fee for Services. You may be required to purchase or pay a fee to access some of the Services. You agree to provide current, complete and accurate purchase information for all purchases made and Services accessed through the Platforms. You further agree to promptly update account and payment information, including email address, payment method and payment card expiration date, so that Guaranteed or its Third Party payment processor may complete your transactions and contact you as necessary. We may change prices at any time. All payments will be in US dollars, unless otherwise specified.
4.2 Reservation of Rights. Guaranteed reserves the right to correct any errors or mistakes in pricing, even if Guaranteed has already requested or received payment. Guaranteed also reserves the right to refuse any order placed through the Platform.
5. USE OF USER DATA AND USER CONTENT
5.1 Guaranteed Use of User Data. Guaranteed will maintain commercially reasonable administrative, physical, and technical safeguards for the protection and security of Your Data managed, stored, and processed by the Services. However, use of the internet is not secure and Guaranteed cannot guarantee the security of information. You agree that Guaranteed shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
5.3 Confidential Information. You will keep and protect any of our Confidential Information as confidential, using at least the same efforts you use to protect your own confidential information and in no event less than reasonable and industry standard efforts. Our “Confidential Information” includes the Services, documentation and information about the Services and their operation, and any other information you obtain from or about us or from or about the Services, or any other information which a reasonable person would or should understand to be confidential or proprietary in nature. You agree to return or destroy our Confidential Information when this Agreement is over. You acknowledge and agree we shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting bond and in addition to such other remedies as may be available under law or in equity. Your confidentiality obligations shall survive termination or expiration of this Agreement
6. THIRD PARTY WEBSITES, CONTENT AND OFFERINGS
6.2 No responsibility for Third Party Services. We use reasonable endeavors, in accordance with your request and instructions from time to time, to find third parties to provide the services you request. We do not verify the qualifications or quality of the third parties but instead facilitate your use of their services. Where we supply you with any goods or services supplied by a third party, then we act as your agent in sourcing the goods or services, but we are not responsible for the actions of the supplier. We will use reasonable care in selecting the supplier and ensuring the order is placed in accordance with your wishes. However, for the avoidance of doubt, we do not and will not provide any representations or recommendations in relation to any of the information and suggestions comprised within the services. You agree and acknowledge that Guaranteed does not guarantee or endorse the products or services offered by the third party. You are deemed to be responsible for and shall use your own skill and judgment as to, the quality, value and suitability of such information and suggestions and in deciding whether to enter into any contract with any third party for the supply of services or sale of goods. You agree to inform us if you wish to cancel any booking or purchase made, or if you are unable to honor any appointment, reservation or meeting arranged in connection with the services. You will be responsible under the contract with the supplier for any cancellation fees/charges. When we instruct a supplier on your behalf, we are not responsible for the actions of the supplier (unless there has been a breach by us).
6.3 Purchases through Third Party Websites or from Third Parties. Any purchases You make through Third Party Websites or from third party suppliers will be through other websites and from other companies, and although Guaranteed may facilitate the purchase or transaction on your behalf or introduce you to the third party, Guaranteed takes no responsibility whatsoever in relation to such purchases which are exclusively between You and the applicable third party. You agree and acknowledge that Guaranteed does not endorse the products or services offered on Third Party Websites or by any third parties introduced to you by Guaranteed and You shall hold Guaranteed harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold Guaranteed harmless from any losses sustained by You or harm caused to You relating to or resulting in any way from any Third Party Content or any contact with Third Party Websites or Third Party Offerings.
8. DISCLAIMERS THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND GUARANTEED (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH EVENT, THE IMPLIED WARRANTY WILL BE DEEMED TO BE EXCLUDED TO THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.
11. TERM AND TERMINATION. Subject to this Section, these Terms will remain in full force and effect while You use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. Guaranteed will not have any liability whatsoever to You for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content or User Data. The following will survive any expiration or termination of this Agreement: The Preamble and Sections 1.2, 1.3, 2.3, 2.4, 4, 5, 6, 8, 9, 10 and 12.
12.2 Mandatory Informal Dispute Resolution. If you have any dispute with Guaranteed arising out of or relating to this Agreement, you agree to notify Guaranteed in writing with a brief, written description of the dispute and your contact information, and Guaranteed will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
The applicable governing law will be as set forth in Section 12.1 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator's decision will follow the terms of this agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
12.4. Copyright Policy. Guaranteed respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Guaranteed is
Designated Agent: Jessica McGlory, CEO
Address of Agent: 500 N Brand St 200 Glendale, CA 91203
12.5 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Guaranteed, or any products utilizing such data, in violation of the United States export laws or regulations.
12.6 Disclosures. Guaranteed is located at the address in Section 12.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
12.7 Electronic Communications. The communications between You and Guaranteed use electronic means, whether You use the Services or send us emails, or whether Guaranteed posts notices on the Services or communicates with You via email. For contractual purposes, you (a) consent to receive communications from Guaranteed in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Guaranteed provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
12.8 Entire Terms. These Terms constitute the entire agreement between You and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither Party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Guaranteed’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. law. We may assign any or all of our rights and obligations to others at any time. The terms and conditions set forth in these Terms shall be binding upon assignees.
12.9 Copyright/Trademark Information. Copyright © 2023 Guaranteed Health, Inc. All rights reserved. All Marks displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third Party which may own the Marks.
12.10 Contact Information:
Guaranteed Health, Inc.
500 N Brand St 2000
Glendale, CA 91203