Thank you for visiting guidespot.com, which was owned and operated by Local Matters, Inc. (“us,” “we,” “guidespot.com”). The guidespot.com World Wide Website, the homepage of which is located at www.guidespot.com (“Website”), the guidespot.com search engine, underlying technology or software, and other services (collectively with the Website, the “guidespot.com Services”) are governed by the terms and conditions of service (“Terms”) set forth below.
Guidespot.com Services will, among other things, provide online informational guides (“Guides”) to help you move to, visit, enjoy, and live in various locations throughout the world. The guidespot.com Services can help you find business/services you are looking for by allowing you to get read, post, and share reviews provided by you, other guidespot.com users, and other content providers. You can also create your own public or private area guide using the guidespot.com Services to share with other users of the guidespot.com Services or your friends and family. PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING AND USING THE guidespot.COM SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE guidespot.com SERVICES.
Eligibility
THE guidespot.COM SERVICES ARE INTENDED SOLELY FOR ACCESS AND USE BY INDIVIDUALS THAT ARE THIRTEEN (13) YEARS OF AGE OR OLDER. BY ACCESSING AND USING guidespot.COM SERVICES, YOU ARE CERTIFYING THAT YOU ARE AT LEAST THIRTEEN (13) YEARS OLD. Membership in the guidespot.com Services is void where prohibited by applicable law, and the right to access the guidespot.com Services is revoked in such jurisdictions. By using the guidespot.com Services, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms. If you do not agree to these Terms, do not use guidespot.com. The Website is administered in the US and intended for US users; any use outside of the US is at the user’s own risk and users are responsible for compliance with any local laws applicable to their use of the guidespot.com Services or the Website.
Membership
Registration
You must be a Member (defined below) to use certain guidespot.com Services. If you wish to become a Member, read these Terms and follow the instructions in the registration process. During the registration process, you will be asked to choose a user name and a password for your Member profile and to provide, among other things, a valid electronic mail address. guidespot.com reserves the right to refuse registration of, or cancel a username in its discretion. If you successfully register as a member of the guidespot.com Services and guidespot.com accepts your registration by delivering to you a confirmation email, you become a “Member.” As a Member, you are entirely responsible for maintaining the confidentiality of your password.
Security
You agree not to use the Member profile, username, or password of another Member at any time without their permission. You agree to notify us immediately if you suspect any unauthorized use of your Member profile or access to your password. You are solely responsible for any and all use of your Member profile and the guidespot.com Services under your username and your password.
Your Member Profile
Your Member Profile consists of your username, a photo, guides you have created, and other information provided by you. You must not post any Prohibited Content (as defined below) to your Member profile.
The Content you provide in your Member profile will be made publicly available on the Community unless you choose to keep it private by choosing that option in your Member account. Subject to the terms and conditions of the Privacy Policy, you will have the option to include certain demographic information (ZIP Code, URL) in your Member account, and if you include in your Member profile any personally identifiable information, you do so at your own risk. If you choose to allow the information in your Member profile to be publicly available, guidespot.com will establish a URL (“Access URL”) which as part of the Website will allow third parties access to the information in your Member profile. You may share the Access URL with those individuals with whom you intend to share information in your Member profile. PLEASE NOTE: ANY INDIVIDUAL WHO OBTAINS YOUR ACCESS URL WILL BE ABLE TO ACCESS THE INFORMATION AND CONTENT IN YOUR MEMBER PROFILE.
Member Disputes
You are solely responsible for your interactions with other Members. guidespot.com reserves the right, but has no obligation, to monitor disputes between you and other Members.
Use of guidespot.com
Uses
You may use the guidespot.com Services to write, post, share, view or solicit guides to businesses, sites, parks, points of interest, and other attractions. You may use the guidespot.com Services to create public or private guides. You may search the guidespot.com Services for guides, businesses, and attractions. You may share the Guides created by you with third parties. You must use guidespot.com Services in a manner consistent with any and all applicable laws and regulations. Organizations, companies, and/or businesses are free to become Members (defined below) and create guides to their business as long as they disclose this fact.
Restrictions on the Use of the guidespot.com Services
You shall not (and you agree not to allow any third-party to) do the following:
reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the guidespot.com Services without guidespot.com’s prior written permission, including, without limitation, using the guidespot.com Services to sell or advertise a product or service or to increase traffic to your website for commercial reasons; taking, reformatting, and displaying the Search Results or mirroring the Website or Search Results on another website; or engaging in advertising to, or solicitation of, other Members to buy or sell any products or services through guidespot.com Services;
interfere with or disrupt the guidespot.com Services, servers or networks connected to the guidespot.com Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the guidespot.com Services; allow, enable, or otherwise support the transmission of unsolicited commercial advertising or solicitations via e-mail (spam) from, to, or using the guidespot.com Services, or otherwise interfere with other user’s or Member’s enjoyment of the guidespot.com Services
reformat or frame the any portion of the web pages that are part of the guidespot.com
Services, the Website, or the Search Results, place pop-up windows over such pages, or otherwise affect the display of such pages; modify, adapt, translate, or reverse engineer any portion of the guidespot.com Services, except to create guides; remove any copyright, trademark or other proprietary rights notices contained in or on the guidespot.com Services; use any robot, spider, site search/retrieval application, automatic queries or other device to retrieve, index, monitor or copy any portion of the guidespot.com Services;
collect any information about other users or Members (including usernames and/or email addresses) for any purpose other than to solicit and share reviews with other guidespot.com users or members;
create user accounts by automated means or under false or fraudulent pretenses;
submit any Content (as defined below) or material that falsely express or imply that such Content or material is sponsored or endorsed by guidespot.com;
submit any Content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party;
transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
use the guidespot.com Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene;
copy or store any Content offered on the guidespot.com Services for other than your own use;
submit Content or materials that are unlawful or promote or encourage illegal activity, or that are otherwise false or misleading; or
use the guidespot.com Services, intentionally or unintentionally, to violate any applicable local, state, national or international law;
guidespot.com Services – General Matters
Proprietary Rights in guidespot.com Services
As between guidespot.com and you, guidespot.com owns and retains all proprietary and intellectual property rights embodied in or related to guidespot.com Services other than Content submitted by Members or other users. You acknowledge that the guidespot.com Services contain the copyrighted material, trademarks, and other proprietary information (“Intellectual Property”) of guidespot.com, and its licensors, including other Members of guidespot.com. Except for Intellectual Property which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, sell or in any way exploit any such Intellectual Property.
Search Results
The guidespot.com Services display search results or links to third party websites that are gathered and indexed by guidespot.com’s systems and computers as a result of a user query (“Search Results”). guidespot.com cannot be responsible for such Search Results and their content.
Content Posted on guidespot.com Services. You understand and agree that guidespot.com may (but is not obligated to) review any content, postings, comments, communication, information, Intellectual Property, material, messages, reviews, lists, photos, URLs, Search Results, profiles and the like (collectively, “Content”) that is provided to, published on, or displayed on (hereinafter, “posted”) guidespot.com Services and delete any such Content that in the sole judgment of guidespot.com violates these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of other Members or third parties. You may be inadvertently exposed to Content which you find offensive, indecent or objectionable, and you view Content at your own risk. guidespot.com grants you a non-exclusive, revocable, non-transferable, non-sublicenseable right to reproduce and distribute Content found on the guidespot.com Services for your personal, non-commercial use. Some Content is obtained from third-parties and may be subject to its own license terms and not the license grants in this Section.
Content Posted by You
Your Content
You are solely responsible for the Content that you post to the guidespot.com Services, or transmit to other Members or third parties (“Your Content”). You are solely responsible for your ratings and reviews of businesses listed in the guidespot.com Services. guidespot.com reserves the right, but has no obligation, to monitor disputes between you and any entity which you have reviewed.
Ownership of and License to Your Content
Ownership
By posting Your Content, you represent and warrant that you have the right to post Your Content and you will not post any illegal or Prohibited Content (defined below) and will not infringe, misappropriate, violate or contravene any third party rights (including, without limitation, any intellectual property rights). As between you and LocalMatters.com, you shall own the copyright to Your Content, including to the layout of any Guide created by you using the guidespot.com Services.
License
By posting Your Content to any area of guidespot.com Services, you automatically grant, and you represent and warrant that you have the right to grant, to guidespot.com an irrevocable, perpetual, non-exclusive, royalty-free and fully paid, worldwide license to use, copy, reproduce, distribute, publicly display and perform (including by means of a digital audio transmission), and otherwise use Your Content and to prepare derivative works of, or incorporate into other works, Your Content, and to grant and authorize sublicenses of the foregoing.
Prohibited Content
Below is a partial list of the kind of Content that is illegal or prohibited on guidespot.com Services (“Prohibited Content”). guidespot.com may (but is not obligated) investigate and to take appropriate legal action in its sole discretion against anyone who violates this provision. guidespot.com may remove Prohibited Content from the guidespot.com Service and terminate the membership of such violators. Prohibited Content includes, without limitation, Content that:
is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
harasses or advocates harassment of another person, or violates an individual’s privacy rights;
involves the transmission of unsolicited mass mailings, including but not limited to “junk mail”, “chain letters,” or “spamming”;
promotes information that you know is false or misleading, promotes or provides instructional information about illegal activities or other conduct that is abusive, threatening, obscene, defamatory or libelous;
promotes an illegal and/or unauthorized copy (“pirated”) of another person’s copyrighted work, such as, but not limited to, providing pirated computer programs or links to them, providing information to circumvent copy-protection mechanisms, or providing pirated music, video or other pirated Content;
displays pornographic or sexually explicit material of any kind and in any form;
provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
solicits passwords or personal identifying information of any kind for commercial or unlawful purposes from other users or encourages commercial activities and/or sales without guidespot.com’s prior written consent.
Notice and Procedure for Making Claims of Copyright or Intellectual Property Infringement.
guidespot.com respects the intellectual property of others. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. It is guidespot.com’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. In response to such notices, guidespot.com may remove from the allegedly infringing material or disable access to websites containing material claimed to be infringing. If you believe that guidespot.com is including on the Site a work that has been copied, distributed, or used by a third party in a way that constitutes copyright or intellectual property infringement, please provide guidespot.com’s agent with the written information specified below:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
A description of the copyrighted work or other intellectual property that you claim has been infringed;
A description of the website location of the claimed infringing material (Please provide (i) the search query that you used to locate the allegedly infringing website; and (ii) the URL for each allegedly infringing website);
Your address, telephone number, and e-mail address;
A statement by you that you have a good-faith belief that the claimed infringing use is not authorized by the copyright or other intellectual property owner, its duly authorized agent, or the law;
A statement by you that the above information in your notice is accurate and that you are the copyright or other intellectual property owner or are authorized to act on the copyright or other intellectual property owner’s behalf; and
Your signature. guidespot.com’s agent for notice of claims of copyright or other intellectual property infringement relating to its side can be reached as follows:
ATTN: IP INFRINGEMENT
Local Matters, Inc.
1221 Auraria Parkway
Denver, CO 80204
Phone: 303-572-1122
Release. To the extent permitted under applicable laws, you hereby release guidespot.com from any liability related to the conduct, whether online or offline, of any user of guidespot.com Services or other Member. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
Modification. guidespot.com reserves the right, at any time, to modify the guidespot.com Services or these Terms or to modify, suspend, or discontinue the guidespot.com Services or any part thereof with or without notice. You agree that guidespot.com will not be liable to you or to any third party for any modification of the guidespot.com Services or these Terms or modification, suspension, or discontinuance of the guidespot.com Services. You agree to review the Terms of Services periodically so that you are aware of any modifications. Your continued use of the guidespot.com Services following the notification of any changes to these Terms shall indicate your acknowledgement of such changes and agreement to be bound by the updated Terms.
Privacy. Your privacy is important to us. All information collected from you in connection with your use of the guidespot.com Services is governed by guidespot.com’s Privacy Policy. For more information, please see guidespot.com’s Privacy Policy, which is incorporated into these Terms.
Disclaimer of Warranties. The guidespot.com Services, and all information, products, and services included in the guidespot.com Services are provided “As Is.” guidespot.COM EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ACCURACY, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. guidespot.COM DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULT FROM THE USE OF guidespot.COM SERVICES.
Limitation of Liability: TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL guidespot.COM OR ITS LICENSORS BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE guidespot.COM SERVICES INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT guidespot.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE guidespot.COM SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE guidespot.COM SERVICES. guidespot.COM’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE guidespot.COM SERVICES SHALL NOT EXCEED FIFTY DOLLARS ($50). MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. guidespot.COM’S LICENSORS WILL HAVE NO LIABILITY TO YOU. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that guidespot.com may not, as a matter of applicable law, disclaim any implied warranty or limit guidespot.com’s liabilities, the scope and duration of such warranty and the extent of guidespot.com’s liability shall be the minimum permitted under such applicable law.
Indemnity. You agree to defend, indemnify, and hold harmless guidespot.com, its subsidiaries, affiliates, officers, directors, agents, other partners and employees, from any and all damages, costs, claims, losses, expenses, or liabilities, including reasonable attorney’s fees, arising from or related to (a) any actual or alleged violation by you of these Terms; (b) any viruses, trojan horses, worms, time bombs, cancelbots, spyware, or other similar harmful programming routines input by you into the guidespot.com Services; or (c) your violation of any rights of any other person or entity.
Term and Termination. These Terms will remain in full force and effect while you use guidespot.com Services and/or are a Member. You may discontinue your access to the guidespot.com Services at any time. You may terminate your membership at any time, for any reason by deleting your account. guidespot.com may terminate your use of the guidespot.com Services without prior notice for any reason, in guidespot.com’s sole discretion, including without limitation, if guidespot.com believes that you have violated these Terms. Even after these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1, 3-8, 10-14, and 16-17.
Electronic Communications. The communications between you and guidespot.com use electronic means, whether you visit the Website or send us emails, or whether guidespot.com posts notices on guidespot.com Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from guidespot.com in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that guidespot.com provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
Governing Law. These Terms and the relationship between you and guidespot.com shall be governed by the laws of the State of Colorado, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state.
Miscellaneous. The Terms constitute the entire and exclusive and final statement of the agreement between you and guidespot.com with respect to the subject matter hereof, and govern your use of the guidespot.com Services, superseding any prior agreements or negotiations between you and guidespot.com with respect to the subject matter hereof. Notwithstanding any other provisions herein, no party will be deemed a third-party beneficiary to these Terms. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. guidespot.com’s failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found to be invalid by either a court of competent jurisdiction, you and guidespot.com nevertheless agree that the court should endeavor to give effect to your and guidespot.com’s intentions as reflected in this provision, and that the other provisions of the Terms remain in full force and effect. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE guidespot.COM SERVICES OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. The section titles in the Terms are for convenience only and have no legal or contractual effect.