Terms of Use

The Guidance Department (the "Platform"), and any and all related products or services, are exclusively licensed and operated by The Guidance Department, LLC, a Tennessee limited liability company ("our", "us", "we"). We are the developers of the Platform. These Terms of Use outline our agreement with you and the user or any third party based on your or the user's use of the Platform or our products or services ("your", "you"). You and all users of the Platform and any and all related products or services affirm that you have fully read and understand these Terms of Use and agree to these terms and conditions. Sometimes additional terms or product requirements may apply and will become part of your agreement with us if you use our Platform, products, or services, or the products of a third party, that we make available to you.

We collect Personal Information and use Cookies as outlined in our Privacy Policy, which can be found here.

Scope of License

We grant you a limited, revocable, non-exclusive, non-assignable, non-transferable, and non-sublicensable license to use the Platform. You must immediately cease communicating with or using the Platform if you do not agree to these Terms of Use.

Use at Your Own Risk / Disclaimers of Warranties and Liability Waivers

Your access to and use of our website(s), any content on our website(s), the Platform, any product, or Services used by any user or available to any user, is at your own risk.

INCLUDING WITH REGARD TO THE PERFORMANCE OF THE PLATFORM, OR PRODUCTS, OR SERVICES, AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ANY RELIANCE ON THE WEBSITES, PLATFORM, PRODUCTS, OR THE SERVICES IS AT YOUR OWN RISK, AND WE DO NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE WEBSITE, PLATFORM, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY MISTAKES OR INACCURACIES IN OR MADE AVAILABLE THROUGH THE WEBSITE, PLATFORM, PRODUCTS, OR SERVICES WE OFFER OR OFFERED FROM ANY THIRD PARTY. WHERE PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY WARRANTIES. WE SHALL HAVE NO RESPONSIBILITY FOR ANY HARM TO YOU OR USERS, OR THIRD PARTIES CLAIMING THROUGH YOU OR USERS, FROM LOSS OF DATA OR ANY OTHER HARM TO YOU OR TO ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY BODILY HARM THAT MAY RESULT FROM YOUR ACCESS TO THE WEBSITE, PLATFORM, PRODUCTS, OR SERVICES. WHEN PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR LOST PROFITS, REVENUES, OR FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. OUR TOTAL LIABILITY, COLLECTIVELY, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE PLATFORM, PRODUCTS, AND/OR SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE PRODUCTS OR SERVICES AGAIN).

Your Data

All data uploaded by you or any third party on your behalf to the Platform remains your property as between you and us. You grant us the right to use such data solely in connection with the Platform and the services to be provided in connection with the Platform. During the term of these Terms of Use, you may export your data as permitted by the Platform.

You may allow your employees and contractors to access the Platform in compliance with the terms of this agreement, which access must be solely for your benefit. You are responsible for the compliance with these Terms of Use by your employees and contractors.

Use of Our Products or Services on Behalf of a Third Party

If you use our Platform, products, or services on behalf of a third party, both you and the third party are bound by these Terms of Use.

Modification of the Platform, Products, or Services

We reserve the right, at any time, to modify, suspend, or discontinue the Platform or any products or services related to the Platform or use of the Platform, including our websites or relationships with third parties, with or without notice to you or any user. We and any third party may remove content available related to the Platform, in whole or in part, or we may modify or remove any content or options from the Platform, or the products or services we make available to you without notice to you. You agree we are not liable for any such modification, suspension, discontinuance or removal.

Intellectual Property Rights

You acknowledge that all intellectual property rights in and to the Platform belong to us or our licensees, and the rights granted herein are not sold to you and you have no rights to, or in, the Platform or its content other than the right to use the Platform in accordance with these Terms of Use. All trademarks, service marks, trade names, slogans, and logos are the exclusively property of The Guidance Department, LLC.

Third-Party Sites and Advertisements

Platform-related websites, products, or services may contain links to third-party sites and advertisements for third parties ("Third-Party Sites & Ads"). Such Third-Party Sites & Ads are not under our control and we are not responsible for any Third-Party Sites & Ads. We provide these Third-Party Sites & Ads only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Sites & Ads. Advertisements and other information provided by Third-Party Sites & Ads may not be wholly accurate. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

When you link to a Third-Party Site, the applicable service provider's terms and policies, including privacy and data gathering practices, govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Your transactions and other dealings with Third-Party Sites & Ads that are found on or through the website, Platform, or services, including payment and delivery of related goods or services, are solely between you and such merchant or advertiser.

Release

You hereby release us from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any product or service users or any Third Party Sites & Ads.

If you are a California resident, you hereby waive California Civil Code section 1542 in connection with the foregoing, 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."

Indemnification

You will defend, or, at your option, settle, any third-party lawsuit or proceeding brought against us based upon or otherwise arising out of your use of the Platform in any manner inconsistent with or in breach of this Agreement of these Terms of Use.

Indemnification hereunder shall be limited to (i) payment by you of all damages and costs finally awarded for such claim, or (ii) settlement costs approved in writing by you. The foregoing obligations shall exist only if we promptly notify you of such claim, provide you with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and give you full control and sole authority over the defense and settlement of such claim. We may join in defense with counsel of our choice at our own expense. You shall only reimburse us for expenses incurred by us with your prior written approval.

Payment Terms / Fees for the Platform, Products, or Services

We may suspend or terminate the Platform, or any or all products, or services provided to you if you are delinquent in any payment or other financial obligation to us. You are solely responsible for ensuring we have accurate billing information for you or your users of the Platform or related products and services.

Term and Termination

If you violate any of these Terms of Use or fail to make the required payments pursuant to your agreement with us, your permission to use our website, the Platform, and any related product or service will automatically terminate, at our option. We reserve the right to revoke your access to and use of the website, the Platform, and any related product or service at any time, with or without cause.

Confidentiality

Both parties agree that they will not at any time disclose, give, or transmit in any manner or for any purpose, the Confidential Information received from the other party to any other party or use such Confidential Information for its own benefit or the benefit of anyone else, or for any purpose not contemplated in these Terms of Use; provided, however, that the foregoing will not apply to the extent any Confidential Information (i) becomes part of the public domain through no act or omission of the receiving party, (ii) is independently discovered or developed by the receiving party, (iii) is rightfully obtained from a third party without any obligation of confidentiality, or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information.

For purposes of this Agreement, the term "Confidential Information" shall mean the following: Any information, business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-process, any engineering, marketing, technical, financial, data, or sales information, or any information regarding suppliers, customers, employees, investors, or business operations, and any other information or materials in any form and medium, whether disclosed orally or electronically, and whether tangible or intangible, or which is otherwise learned or disclosed in connection with the use of the Platform.

In order to protect your Confidential Information, we: (A) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including, without limitation, technical, physical, administrative, and organizational controls, and will maintain the confidentiality, security, and integrity of such Confidential Information; (B) implement and maintain industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards' key controls, systems, and procedures; (C) identify reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of your Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of any safeguards in place to control these risks; and (D) designate an employee or employees to coordinate implementation and maintenance of (A) through (C) above.

If we know that your Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to these Terms of Use, we will promptly alert you of any such data breach, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. We will provide you with all available information reasonably necessary to enable you to fully understand the nature and scope of the data breach. To the extent that you, in your sole reasonable discretion, deem it necessary, you may provide notice to any or all third parties affected by any data breach. In such case, we will consult with you in a timely fashion regarding appropriate steps required to notify third parties. We will provide you with information about what we have done or plan to do to minimize any harmful effect of the unauthorized use or disclosure of, or access to, Confidential Information.

Miscellaneous

Each party shall comply with all laws, rules and regulations, if any, applicable to it in connection with the Platform and these Terms of Use.

Notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, or (iii) upon verification of receipt of registered or certified mail.

You may not assign your right to use the Platform or your agreement under these Terms of Use without our prior written consent. Any assignment in violation of this section will be null and void.

These Terms of Use are governed by the laws of the State of Tennessee (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of these Terms of Use. In connection with any action or proceeding arising out of or relating to these Terms of Use, each of the parties submits to the jurisdiction of any competent court sitting in Knox County, Tennessee having subject matter jurisdiction. Any action or proceeding initially commenced by either party shall be commenced solely in a competent court located in Knox County, Tennessee. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced on the judgment in any manner provided by law or at equity.

These Terms of Use and your order from us constitute the entire agreement between you and us and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. You agree that you are not relying on any representation concerning this subject matter, oral or written, not included in these Terms of Use. No representation, promise, or inducement not included in these Terms of Use is binding upon us. No modification or waiver of any term of these Terms of Use is effective unless made in a writing signed by you and us.

The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter nor shall waiver of a breach of any provision constitute a waiver of the provision itself.

If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision shall be interpreted so as to best accomplish its intended objectives and the remaining provisions shall remain in full force and effect.

Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement will survive termination of these Terms of Use (including, without limitation, any confidentiality obligations described herein).

Nothing herein shall be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other nor shall either party have any right or authority to create any obligation on behalf of the other party.

The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and disruptions in Internet service.

The Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assigns.

We reject additional or conflicting terms of your form purchasing document, if any.

Contact Us

If you have any questions regarding our Terms of Use or Privacy Policy, we would be glad to hear from you at support@theguidancedepartment.com.