These Terms and Conditions include an arbitration clause. Please refer to the Arbitration section for further details.  

Honeyguide Affiliate Terms and Conditions

Honeyguide Privacy Policy

These Terms and Conditions define the rules for obtaining
and utilizing Honeyguide services.

Should you opt for a free trial of Honeyguide services or
access Honeyguide services at no cost, these Terms and Conditions will apply to
both the trial and the free services.

By agreeing to these Terms and Conditions, whether by (1)
clicking to signify acceptance, (2) registering for a Honeyguide account, or
(3) actively using Honeyguide services, you are bound by these terms. If you
are accepting on behalf of a business or legal entity, it implies you have the
authority to commit the entity and its affiliates to these Terms and Conditions.
In this case, "you" refers to the business or entity and its
affiliates. If you lack this authority, or if you do not agree with these Terms
and Conditions, you must not accept them and refrain from using Honeyguide
services.

Access to Honeyguide services for the purpose of evaluating
their performance, functionality, or for any competitive benchmarking is
strictly forbidden.

Direct competitors of Honeyguide are barred from accessing
our services unless explicit written consent is provided.

Any modifications to these Terms and Conditions, including
those related to Subscription Service terms, will be published online before
their effective date. These changes will become applicable to you once you
continue using Honeyguide services or any impacted Subscription Service after
the effective date. Honeyguide services are primarily intended for businesses
operating within the United States, catering to US-based clients, barring
certain non-US countries and territories that we might approve at our
discretion. If you're using Honeyguide services within the US, it is understood
that you have the legal authority to enter this Agreement, are of legal age in
your state, a legal US resident, and an authorized representative of a business
entity legally operating in the US. Your business should not be involved in
adult services, pharmaceuticals, marijuana-related products or services, or
firearms-related services. If your company is not based in the US or
predominantly operates outside of it, please refer to the end of these Terms
and Conditions for additional provisions that may apply to you.

  1. Definitions:    

"Agreement" encompasses these Terms and Conditions, all applicable Subscription Service Terms, and our Privacy Policy. "Authorized User" includes employees, consultants, contractors, or agents assigned with Credentials to access and use Honeyguide's services who have registered and agreed to these terms. "Contracting Party" refers to Honeyguide, operating as SERVICE BINDERY LLC, for users based in or primarily operating from the United States. "Credentials" are the identification and password for accessing your Honeyguide account. "Free Services" are Honeyguide services offered without charge. "Order" includes your initial and subsequent purchases or upgrades of Honeyguide services and related Subscription Services. "Privacy Policy" is available on Honeyguide's official website. "Subscription Period" is the duration for which Honeyguide services are provided to you. "Subscription Service(s)" are specific functionalities and modules included in your Honeyguide service package. "Subscription Service Terms" involve additional terms for Subscription Services, detailed in the Subscription and Services Terms section on our website. "Third-Party Services" are software functionalities interoperating with Honeyguide services, provided by third parties and listed under Honeyguide Marketplace or a similar category. "Honeyguide Services" encompass all products and services in your Order, whether paid, free, or part of a free trial, excluding Third-Party Services. "We," "us," or "our" refers to Honeyguide as the Contracting Party and our third-party service providers, vendors, partners, and affiliates. "You" or "your" represents the individual or business registered as the account owner.

    2. Services  

The terms applicable to Subscription Services govern your
access and use of such services, irrespective of whether they were part of your
original Honeyguide Services package, added subsequently as an upgrade, or
provided later as part of our ongoing enhancement of Honeyguide Services. Our
aim is to give advance notice in the event of the removal of any significant
feature of the Honeyguide Services. Should such a significant feature be
removed, you are entitled to terminate your Honeyguide Services subscription.
In this event, we will issue a refund for any prepaid fees covering the
remaining duration of your Subscription Period.

Additionally, Honeyguide reserves the right to occasionally
offer or conduct trials or tests of new features under development (termed as
"beta" features or solutions). You acknowledge and accept that any
use of these "beta" features is undertaken at your own risk.
Honeyguide may cease providing these "beta" features at any time
without prior notice or obligation, and may subsequently introduce any
previously free "beta" feature as a chargeable part of a Subscription
Service or as an inclusion in a higher-tiered Honeyguide Services package.

  3. Third-Party Services and Honeyguide Marketplace Integration

In your Honeyguide account, you have the option to access various external Third-Party Services. These may be available either directly through your subscribed Honeyguide services or via the Honeyguide Marketplace. The Marketplace is an aggregation of diverse applications and services that might be beneficial for your use. For detailed terms and conditions relevant to the Honeyguide Marketplace, please refer to our official website. Applications that do not carry the Honeyguide brand fall under the category of Third-Party Services. These are developed, licensed, and distributed by entities independent of Honeyguide, known as "Third-Party Providers." Your interaction with these applications, including but not limited to purchasing, downloading, or using them, is regulated by the specific terms, conditions, and privacy policies set forth by the respective Third-Party Providers. Additionally, some Subscription Services under Honeyguide may allow you the flexibility to integrate specific applications from Third-Party Providers into your Honeyguide account. Should you choose to activate this integration, it serves as your authorization for Honeyguide to facilitate the sharing and receiving of selected Client Content between your Honeyguide account and the Third-Party Provider systems. It is crucial to note that (i) your designated Client Content will be accessible to the Third-Party Providers as per your settings, (ii) Honeyguide has no oversight or liability over the Third-Party Providers’ handling of your Client Content, (iii) we may employ external vendors to assist in transmitting Client Content under these guidelines, and (iv) your usage of Third-Party Provider applications falls under their individual terms and privacy policies. Honeyguide disclaims responsibility for the operational functionality of Third-Party Provider applications and their compatibility with Honeyguide Services, to the extent permitted by law. While Honeyguide retains the right to oversee content shared between its services and Third-Party Services, this does not constitute an obligation on our part. We reserve the right to decline the transfer of Client Content to a Third-Party Service if we believe it may contravene applicable laws, or our internal standards and policies.

4. Term and Automatic Renewal

The duration of your initial Subscription Period with Honeyguide will be clearly defined at the time you place your Order. Unless you decide to terminate this subscription at least 30 days prior to the end of the current period, it will automatically continue on a month-to-month basis as described in Section 5 of these Terms and Conditions. Honeyguide commits to notifying you at least 30 days in advance if there are any planned increases in the subscription fees, which would become effective upon the next renewal cycle. Please note, as per the specific Subscription Service Terms, certain Honeyguide services might have varying term lengths. In some cases, these services may be prorated to synchronize with the timeframe of your existing Honeyguide Services Subscription Period. In the event that you have received a promotional discount for your Subscription Period, be aware that this discount is applicable only for the term specified in the promotion. Upon the expiration of the promotional term, your account will be automatically charged at the current standard rate of the subscription plan, unless you choose to terminate the subscription in accordance with the terms mentioned above. Honeyguide will endeavor to provide advance notice prior to the end of the promotional term to remind you of the upcoming change in the subscription rate. Top of Form Bottom of Form

  5. Cancellation/Termination/Suspension

You have the option to cancel your Honeyguide Services or any Subscription Service ("Cancellation") within the first thirty-day period following your purchase ("Cancellation Period") for a full refund. Beyond the Cancellation Period, you are required to provide a termination notice ("Termination") at least 30 days before the start of your upcoming Subscription Period. To process a Cancellation or Termination, follow the procedure outlined in your account. Termination will take effect at the end of the current Subscription Period following the receipt of your notice. Apart from the conditions stated herein, refunds are generally not provided. Honeyguide reserves the right to terminate or suspend your Account due to non-payment. In cases where your credit card payment fails, a grace period of seven calendar days will be given for you to resolve the payment issue. Failure to provide payment within this period may result in suspension of your Account and access to all Honeyguide Services, with ongoing responsibility for accrued charges. Honeyguide may, at its discretion, cancel any or all services included in your Order at any time for any reason, even those previously approved. We also reserve the right to terminate your Account for any violation of the Agreement or at our discretion. Honeyguide may also suspend, limit, or terminate any Free Services at any time without prior notice. Inactivity may also lead to termination of your subscription to the Free Services. In the event of Account termination, you agree to: (a) remain bound by the terms of the Agreement that continue to apply post-termination, (b) cease all access and use of Honeyguide Services, and (c) acknowledge that your rights to access and use Honeyguide Services will end immediately. Furthermore, upon termination of your Account (excluding cases where a Business Associate Agreement (BAA) is separately agreed upon), Honeyguide may retain your information and Account data on our servers for up to thirteen (13) months to facilitate transition services, reserving the right to delete such information at our discretion. You acknowledge and agree that, to the maximum extent permitted by applicable law, Honeyguide is not liable to you or any third party for any termination or suspension of access to your Account or for the deletion of your information or Account data.

  6. Charges and Billing

By using Honeyguide, you agree to pay the fees as outlined in your selected subscription plan, which may be billed monthly or semi-annually, along with any one-time or recurring charges detailed in your Order or subsequent invoices. It is your responsibility to cover any applicable taxes related to these fees. The standard rates for Honeyguide Services are exclusive of any additional costs that might incur for extra services you choose to use. This includes charges for optional third-party applications, services, or features that you might opt for, such as online payment processing solutions, phone calls, sms text messages or third-party applications that integrate with Honeyguide Services. These additional services are not typically included in the standard Honeyguide Services package unless specified in your package description or invoice. You consent to pay for any extra services you utilize or request, whether these are provided by Honeyguide at our standard rates or by third-party providers at their specified rates.

7. Payment Terms and Automatic Payments  

When you provide Honeyguide with your credit card, debit card, bank account details, or PayPal account information, you are authorizing us to automatically charge these payment methods. At the beginning of each billing cycle, the total amount due for your monthly or semi-annual Honeyguide Services subscription, including applicable taxes and after deducting any account credits, will be charged automatically until you instruct us to stop the recurring payments. Maintaining up-to-date payment information is your responsibility. You agree that this authorization for automatic payments will continue to apply to any updated or replacement payment methods you provide, including those updated by your financial institution, in accordance with your agreement with them to auto-update payment information for recurring transactions. Subscription fees for Honeyguide Services are payable in advance, either monthly or semi-annually, as per your selected payment plan at the time of purchase, unless stated otherwise in your Order. You agree to settle all charges in full by the due date of each billing cycle. Withholding of payments for any reason is not permissible. Honeyguide reserves the right to apply or offset any payments made by you, or any credits due to you, against any outstanding balances under this Agreement or any other amounts you may owe to Honeyguide.

  8. Late Payment Charges  

In the event that any balances due to Honeyguide are not paid by the specified due date, we will impose, and you agree to pay, late payment fees on these overdue amounts. These late payment fees will start accruing immediately after the due date. The rate of these charges will be the lesser of 3% per annum or the maximum rate permitted by applicable law.

  9. Usage and Access Rights  

Honeyguide grants you and your Authorized Users a non-exclusive, non-transferable, limited, and revocable right to access and use Honeyguide Services solely through your valid Account(s). This access is granted in accordance with the terms and limitations set forth in this Agreement and any documentation provided about Honeyguide Services' features and functionality. The rights granted to you in this Section are the only rights provided in relation to Honeyguide Services. You agree not to use or attempt to use Honeyguide Services for any purpose other than managing and promoting your business. Specifically, you agree not to: (i) Modify, reverse engineer, decompile, disassemble, copy, or create derivative works from Honeyguide Services. (ii) Sell, resell, lend, lease, sublicense, or transfer any rights to access or use Honeyguide Services to third parties, or make Honeyguide Services available to third parties for their business operations. (iii) Use, display, or frame Honeyguide Services, or any individual elements within them, including Honeyguide trademarks or logos, without our express written consent. (iv) Use Honeyguide Services to develop a competitive product or service, or replicate substantial features of Honeyguide Services. (v) Make Honeyguide Services or any provided materials available to third parties for business purposes. (vi) Conduct or disclose benchmarks, performance tests, or competitive analysis of Honeyguide Services without our prior written consent. (vii) Encourage or enable any third party to engage in any of the activities prohibited in this section. You must not allow non-Authorized Users to use your Account or Credentials to access Honeyguide Services. You should never need to share your Credentials with our personnel for customer service or support. Your Honeyguide Services package includes a specific number of Authorized User Credentials, with the option to purchase additional ones. You grant us and our third-party service providers the right to administer, monitor, and access your Account for administrative purposes. Certain features of Honeyguide Services may allow monitoring of your Authorized Users' Account activities, including communication with each other and customers. It is your responsibility to inform and obtain necessary consent from any person using your Account, including Authorized Users, regarding such monitoring, in compliance with applicable laws. You may be required to provide written certification of compliance with consent requirements for those using your Honeyguide Services Account and periodically update this certification.

  10. Responsibility for Account Security and Transactions  

You bear full responsibility for safeguarding the confidentiality of your Honeyguide Account and all associated Credentials, including those of Authorized Users. This responsibility extends to all charges, damages, liabilities, or losses that might arise from any breach of security related to your Account Credentials. You are accountable for all activities and transactions conducted through your Account or using your Credentials. Any actions taken by users of your Account, such as clicking on-screen buttons, purchasing upgrades, or any similar activities, will legally bind you as if authenticated by your own signature. Claims or defenses contrary to these acknowledgements are not valid. It is imperative that you promptly notify us of any unauthorized use of your Account or any security breaches that you become aware of. Honeyguide reserves the right to revoke your Credentials or restrict you or any Authorized Users from accessing certain administrative functionalities, either partially or entirely, at our discretion. This action is particularly warranted if we identify or suspect any security threats or integrity concerns associated with your Account, or any violations of this section.

  11. Provisioning of VoIP Services  

Honeyguide may offer you a telephone number provisioned by us (referred to as a "VoIP Number") for integration within your Honeyguide Services. This VoIP Number allows you to make and receive calls via the Internet as part of the service. In line with the stipulations in Section 16, you confirm and guarantee that your use of any telephonic communication, including the VoIP Number, will adhere to all applicable laws and regulations. The calling feature provided as part of Honeyguide Services is subject to a monthly usage limit, as detailed in your Order. Minutes allocated for each month are exclusive to that period and will not carry over to subsequent months. Honeyguide does not ensure the universal availability of the calling feature in all geographic locations. At our discretion, we reserve the right to restrict your ability to make calls to certain countries or impose additional fees for such calls, even if these countries are generally supported. This measure may be applied, for instance, if your call volume to specific countries is disproportionately or excessively high compared to typical usage patterns.

  12. SMS Messaging Services  

Honeyguide may provide a telephone number specifically for SMS messaging (referred to as an "SMS Number") for integration within your Honeyguide Services. This SMS Number enables you to send and receive text messages as part of the service. It also allows Honeyguide to implement measures aimed at reducing unwanted text messages directed at your business. By accepting the SMS Number, you authorize Honeyguide to employ analytics systems and screening methods to filter out potential spam texts. You permit us to act as your agent in acquiring or provisioning the SMS Number for your use with Honeyguide Services and grant us exclusive access to all text data generated by the SMS Number. There is no guarantee of a specific exchange rate for the SMS Number. You acknowledge that customers may incur mobile charges when texting the SMS Number. Ownership of the SMS Number remains with Honeyguide, and it cannot be transferred to you at any time, including after the end of your Subscription Period. Upon termination of your Subscription Period, the SMS Number will be disconnected or potentially reassigned. You agree not to publish or use the SMS Number outside of Honeyguide Services and not to assign or transfer it to a third party. Your use of the SMS Number should comply with our Privacy Policy and all applicable laws, especially those concerning advertising and marketing. You also agree to maintain the confidentiality of any personally identifiable information received or contained in text messages or reports resulting from your use of the SMS Number. Honeyguide and our third-party vendors may use the SMS Number and associated data for providing services to you and for our own business purposes, including creating aggregated, anonymized data sets. You represent and warrant that your use of the SMS Number will be solely in connection with Honeyguide Services and in compliance with all relevant laws. Specifically, you agree not to send messages containing content related to sex, hate, alcohol, firearms, or tobacco.

    13. Operational Constraints and Modifications  

You understand that some Honeyguide Services might be subject to restrictions based on applicable laws or the policies of third-party service providers, which are beyond our control. These restrictions may affect the availability of certain services (such as payment processing, social media integrations, text marketing, listings management, Leads, payments and leadconnect app) for specific business types. Further details about these business-type limitations can be found in the Honeyguide Knowledge Center. Please be aware that any data or information you provide may not be processed in real-time and could be subject to internet latency, our system processing times, and delays in third-party networks and sites. Additionally, changes made by wireless carriers might impact our ability to provide certain aspects of the Honeyguide Services. To the fullest extent allowed by law, neither Honeyguide nor our service providers will be liable for delays or failures in service delivery caused by wireless carriers, third-party networks, internet providers, or search engines. You also acknowledge that Honeyguide Services may occasionally face technical or other issues, and continuous, error-free operation cannot be guaranteed. We are not responsible for any interruptions, errors, or technical problems, or a complete discontinuation of service. However, we will strive to maintain the operational availability of Honeyguide Services 24/7, except during: (i) Scheduled maintenance periods. (ii) Any downtime caused by events beyond our reasonable control, including but not limited to, natural disasters, governmental actions, floods, fires, earthquakes, civil unrest, terrorism, strikes, labor issues, failures or delays of third-party service providers, or internet service provider failures or delays.

      14. Landing Page and Proxy Site Authorization  

Honeyguide may create and host a temporary internet site or web page ("Landing Page") at a URL selected, provisioned, and managed by us. This Landing Page will be used as a destination for users clicking on your Honeyguide Services advertisements. The Landing Page may include content you provide, such as your business name, branding, logos, or trade dress. By agreeing to these terms, you confirm that you have the authority to authorize us to use these elements for the Landing Page. Alternatively, Honeyguide may develop a "proxy" site, which is a replica of your existing website on a different URL ("Proxy Page"). This Proxy Page serves as a Landing Page linked to your Honeyguide Services. You authorize us to create the Proxy Page and agree to assist in implementing necessary code on your original website for its activation. You also agree to indemnify Honeyguide against and assist in resolving any infringement claims related to the use of your business name or website content in this context. We may modify certain elements on the Proxy Page, such as replacing your business contact number or website URL with a Call Tracking Number or tracking URL. You acknowledge that Honeyguide has the right to collect and utilize data from user interactions on the Proxy Page(s), as outlined in our Privacy Policy available at [Honeyguide's privacy policy URL]. If your original website is utilized as a landing page, you agree to maintain a privacy policy governing the collection and use of data from your website. This policy must include a notice about third-party data collection and processing. Furthermore, you warrant that your website is free from viruses or any programming that could potentially harm, interfere with, intercept, or unlawfully access system data or personal information.

  15. Privacy Policy Compliance  

You commit to prominently displaying a link to your online privacy policy on your website, particularly on pages where users land through Honeyguide Services advertisements. This privacy policy must adhere to the stipulations set forth in this Agreement as well as all relevant laws, regulations, guidelines, and industry standards. In instances where Honeyguide provides you with a Landing Page associated with Honeyguide Services advertisements, you agree to the following: (i) Honeyguide has the authority to include a link to a privacy policy on the Landing Page. (ii) You will comply with the stipulations of the privacy policy linked on the Landing Page.

  16. Legal Compliance in Using Honeyguide Services  

You acknowledge that your use of Honeyguide Services, as well as that of your Authorized Users, must strictly adhere to all relevant laws, rules, regulations, codes, and industry standards (collectively referred to as "Laws") applicable to your business type and location. This includes, but is not limited to, compliance with the Telemarketing and Consumer Fraud & Abuse Prevention Act, the Telephone Consumer Protection Act of 1991 (TCPA), the Americans with Disabilities Act (ADA), The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM), Federal Trade Commission guidelines, and laws related to privacy, data security, marketing, advertising, communications, and data collection and use. No Spam Policy: You agree not to use Honeyguide Services for sending or distributing Spam. While Honeyguide may implement measures to manage and eliminate Spam, we are not obligated to do so. Data Security and Sensitive Information: Honeyguide Services, being an internet-based, hosted SaaS platform, cannot guarantee absolute security. Therefore, we advise against using Honeyguide Services for transmitting sensitive personal data like financial account details, social security numbers, driver's license numbers, or private health information. We disclaim any liability for your use of Honeyguide Services to upload, communicate, store, or solicit any sensitive personal data. HIPAA Compliance: Unless a Business Associate Agreement (BAA) is in place, Honeyguide Services are not designed to be HIPAA compliant. Any sharing of protected health information via Honeyguide Services without a BAA is at your own risk. Payment Processing Compliance: In cases where Honeyguide Services are used for credit card payments, you must comply with the Payment Card Industry Data Security Standards (PCI DSS) and relevant Laws. For ACH debit transactions, compliance with National Automated Clearing House Association (NACHA) rules is required. Data Collection and Privacy Policy: Honeyguide reserves the right to collect and use data from users interacting with the Honeyguide Services. Our collection and use of such data are governed by our Privacy Policy. A link to this policy may be included on customer portal web pages or within Honeyguide Services, outlining how personal information is collected and used. You are responsible for complying with this privacy policy and all applicable Laws related to data collection and privacy.

  17. Honeyguide's Rights and Remedies  

In the event that you or your affiliates fail to pay all charges within 30 days after the due date, breach any obligations under this Agreement or any other agreement with Honeyguide, or if any Client Representation or warranty made by you is or becomes false, Honeyguide reserves the right to take the following actions without prior notice: (i) Demand immediate payment of all outstanding and future amounts owed for your Account. (ii) Restrict, suspend, or modify your access to your Account. (iii) Suspend or terminate your Account without incurring any liability. (iv) Recover all costs associated with collection efforts, including attorneys' fees. (v) Exercise any other legal or equitable remedies available. If we receive a third-party claim challenging your right to use a name, trademark, service mark, or other content, we may, in addition to the above actions and without liability to you, suspend or cancel your Account or the affected Honeyguide Services features. This suspension will remain in place until the dispute is resolved to our satisfaction. We also reserve the right to immediately remove any disputed content. Honeyguide may alter any content you submit via our services to align with our standards, practices, policies, or the policies of any third parties on whose sites, platforms, or networks your content is published.

    18. Submission of Feedback

Honeyguide welcomes your questions, comments, suggestions, and other input regarding our services (collectively referred to as "Feedback"). By providing Feedback, you agree that such information is non-confidential and will become the exclusive property of Honeyguide. We will have all rights, including all intellectual property rights, to the Feedback. This grants us unrestricted use and distribution rights for any purpose, whether commercial or otherwise. You will not be entitled to any acknowledgment or compensation in connection with the use of your Feedback.

  19. Notices and Communication

All formal notices and communications with Honeyguide must be in writing. To send a notice, please visit gohoneyguide.com/contact and complete the form provided in the designated "Send us a Message" section. For notices regarding cancellation or termination of services, you must include your business name, telephone number, and address. These notices should be specifically addressed to the Customer Service department. If you have inquiries about this Agreement or your Honeyguide Services, please contact our Client Care team at 317.987.3576 or email admin@gohoneyguide.com

  20. Limitation of Liability and Disclaimers

Honeyguide is not responsible for any disputes or claims arising between you and your customers related to your use of Honeyguide Services. In case of service issues due to system errors on our part, we may, at our discretion, offer complimentary services as compensation. Honeyguide offers a promotional 30-day money-back guarantee. If you are not satisfied with our services within the first 30 days of your subscription, you may request a full refund. However, beyond this promotional period, refunds are not provided under any circumstances. To the fullest extent allowed by applicable law, Honeyguide disclaims all liability for any services or features provided as "BETA" or at no cost. Honeyguide Services and related offerings are provided on an "AS IS" and "AS AVAILABLE" basis. We expressly disclaim all warranties, whether express, implied, statutory, or otherwise. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee that Honeyguide Services will meet your specific needs or will operate error-free or uninterrupted, nor do we warrant the security of your data within Honeyguide Services. Under no circumstances will Honeyguide be liable for any indirect, special, punitive, incidental, consequential, or exemplary damages, including but not limited to loss of profits, business, goodwill, data, or use, regardless of the nature of the claim. This limitation applies whether the claim is based in contract, tort, strict liability, or otherwise, and even if we have been advised of the possibility of such damages. Our total aggregate liability under these Terms and Conditions will not exceed the greater of one hundred dollars ($100) or the total amount you have paid for Honeyguide Services in the 12 months preceding the claim. The limitations in this section apply despite any failure of essential purpose under these Terms and Conditions and are set forth based on the mutual agreement between you and Honeyguide, forming the basis of the bargain between us.

  21. Arbitration Agreement and Waiver of Certain Rights

Except as outlined below, you and Honeyguide agree to resolve any disputes, claims, or controversies between you and us, or between you and any third-party agent of Honeyguide ("Claim"), through binding arbitration in accordance with the Consumer Arbitration Rules of the American Arbitration Association ("AAA Rules"), rather than in court. This arbitration agreement applies to any current or future Claims not individually filed in a court of law prior to your agreement to these Terms and Conditions. The AAA Rules are accessible at https://www.adr.org/ or by calling 800-778-7879. By this agreement, both you and Honeyguide waive the right to a jury trial for any Claim. The arbitration will be conducted by a single arbitrator, whose decision will be final and enforceable in any court of competent jurisdiction. The proceedings will be confidential, and details (including pleadings, briefs, testimonies, and awards) will not be disclosed except as legally required. The Federal Arbitration Act and federal arbitration law apply to this agreement. The Arbitrator will have exclusive authority to resolve disputes related to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or part of this Agreement is void or voidable. If arbitration costs are prohibitive compared to litigation, Honeyguide will cover necessary administrative costs and arbitrator's fees as deemed necessary by the arbitrator. The final award may include an apportionment of arbitration costs and compensation of the arbitrator. This agreement does not prevent either party from seeking action from federal, state, or local government agencies. Both parties retain the right to file qualifying claims in small claims court. Either party may also seek provisional relief, such as attachments or injunctions, from any court of competent jurisdiction, without this being considered a waiver of arbitration rights. Both parties agree not to participate in class actions or act as class representatives or private attorneys general regarding any Claim. The arbitrator can only decide individual Claims and is not authorized to consolidate claims of others without written consent. The arbitrator may award the same damages or relief as a court, except for a public injunction, which can only be awarded by a federal or state court. If any part of this arbitration agreement is found invalid or unenforceable, the invalid provision will be severed, leaving the remainder in effect. No waiver of any part of this section will be valid unless in writing. This section will survive the termination of your relationship with Honeyguide. Please note: This section limits certain rights, including the right to maintain court action, jury trial, participate in class actions, engage in certain discovery processes, and access to specific remedies and relief forms. Some rights available in court may not be available in arbitration.

  22. Your Content

"Client Content" refers to content that you, or anyone using your Honeyguide Account, provides or makes available for use in Honeyguide Services. This includes content published, posted directly, or requested to be used in Honeyguide Services. By using our services, you grant Honeyguide, our third-party service providers, and their affiliates a perpetual, royalty-free, sublicensable, non-exclusive, worldwide, irrevocable right and license to store, use, copy, record, modify, display, publish, publicly perform, distribute, transmit, and create derivative works from the Client Content in connection with Honeyguide Services. As a SaaS provider, we commit to using your Client Content only to deliver Honeyguide Services to you and not for any external commercial purposes, except for utilizing de-identified, aggregated, or anonymized data for our internal analysis and service improvement. You guarantee that any third-party copyrighted, trademarked, or otherwise protected materials included in your Client Content are used with the necessary permissions, and you have the right to grant these permissions to us for the intended promotional use. You are solely responsible for the Client Content and must adhere to our current guidelines, technical requirements, and deadlines. Non-compliance may result in the cancellation or suspension of the affected Honeyguide Services. You represent that your Client Content is accurate, non-defamatory, not offensive, obscene, indecent, or otherwise unlawful or objectionable. We reserve the right to refuse, remove, or discontinue transmitting any Client Content at our discretion.

   23. Honeyguide's Rights in Content

Any content created or supplied by Honeyguide for your use in conjunction with Honeyguide Services is our exclusive property ("Honeyguide Content"), excluding any Client Content and content licensed from third parties. Honeyguide Content or similar content may also be provided to other clients. You acknowledge that you are not entitled to use Honeyguide Content outside of your Honeyguide Services without our explicit written permission. If you allow us, including through verbal consent or by participating in a photo session, to capture your image and/or voice, you grant us the right to edit, use, publish, distribute, or display your image and/or voice for any legal purpose in connection to Honeyguide Services. This includes advertising, publicity, or promotional materials, in any format or medium. Honeyguide holds the copyright for all components of Honeyguide Services, including any copyrighted elements. You agree not to use or modify any trademarks, trade names, trade dress, images, logos, or other identifiers associated with Honeyguide or our affiliates without our written consent. You agree that Honeyguide has the right to: (i) Edit, refuse, reject, or exclude any content obtained under the licenses you provide for use in Honeyguide Services. (ii) Modify, enhance, or link your Honeyguide Services content to develop searchable and value-added data for end-user searches. (iii) Utilize search algorithms and techniques to match end-user search terms with categories and keywords you select. (iv) The search terms triggering your Honeyguide Services appearance on the internet may vary from the specific categories and keywords you have chosen.

  24. Client Representations and Warranties

By engaging with Honeyguide Services, you affirm and guarantee the following: (i) You possess the unrestricted right to use and license all Client Content provided to Honeyguide, ensuring that such licensing does not infringe upon any third-party copyright or trademark rights. (ii) You and your Authorized Users will adhere to all applicable laws and regulations, and possess all necessary licenses to offer the advertised goods and services within the relevant jurisdictions. (iii) Neither you nor your Authorized Users have made false or misleading statements in any Client Content or communications via Honeyguide Services. (iv) If you use third-party social media logos or branding of membership organizations in your advertisements or communications, you confirm that you are a member in good standing of each respective platform or organization, and comply with their rules and terms. (v) You and your Authorized Users have not, and will not, engage Honeyguide Services for any unlawful purposes or business activities. (vi) Your agreement to use Honeyguide Services does not breach any legal or contractual obligations. (vii) You are the legitimate representative of the business listed in your Honeyguide Account profile. (viii) All contacts provided by you and your Authorized Users for use in Honeyguide Services have given their consent for all forms of communication in accordance with legal requirements. You are obligated to promptly inform Honeyguide if any of the above representations become inaccurate at any point during your use of Honeyguide Services.

  25. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold Honeyguide, along with our agents, representatives, employees, and affiliates, harmless from any liabilities, costs, attorneys' fees, and expenses arising from: (a) Any breach of your representations as a Honeyguide client. (b) Your or your Authorized Users' failure to comply with all applicable laws and regulations. (c) Any actions, omissions, or faults by you, your Authorized Users, or your employees, agents, or contractors in the course of using Honeyguide Services. (d) Any claims asserting that the Client Content or other information provided by you or your Authorized Users infringes on any third-party patents, copyrights, trademarks, trade secrets, or other intellectual property or proprietary rights. (e) Any communications sent through your Honeyguide Account, or your collection or use of any data obtained via Honeyguide Services. (f) Any transactions initiated through Honeyguide Services and related payment processing activities. This obligation of indemnification will persist even after the termination of your agreement with Honeyguide. In the event that Honeyguide assumes the defense of such a matter, you are expected to provide reasonable cooperation in the defense process.

  26. Governing Law and Jurisdiction

The terms and conditions of your engagement with Honeyguide Services, as outlined in this Agreement, will be governed and construed in accordance with the laws of the State of Indiana. For any claims or disputes that are not subject to the arbitration agreement as detailed in Section [applicable section number], the exclusive jurisdiction and venue shall be the state and federal courts located in Bartholomew County, Indiana. You hereby consent and submit to the jurisdiction of these courts for the purposes of litigating any such action.

  27. Entire Agreement

This Agreement represents the complete and exclusive understanding between you and Honeyguide regarding your use of Honeyguide Services, superseding all prior agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof. Any limiting endorsements or instructions accompanying your payments will not restrict your obligations or our rights under this Agreement. Honeyguide reserves the right to accept such payments without being bound by any accompanying conditions. No modifications, changes, or additions to this Agreement or any related documents will be valid unless made in writing and signed by both parties. This includes any alterations purported by you, your employees, or agents, which are considered null and void unless formally documented and agreed upon. Statements, promises, or guarantees made by any representative of Honeyguide that are outside the scope of this Agreement will not create binding obligations unless they are explicitly included in a written and duly signed amendment to this Agreement.

  28. Assignment

This Agreement is binding on you and your successors. Honeyguide reserves the right to assign this Agreement at its discretion. You may not assign this Agreement without our prior written consent.

  29. Miscellaneous: Unenforced Rights

Failure or delay by either you or Honeyguide to enforce any right under this Agreement does not result in a waiver of that right.

  30.Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, and other force majeure events.

  31. Severability

If any provision of this Agreement is deemed unenforceable, the remainder of the Agreement shall continue in effect.

32.Electronic Signature

Your electronic acceptance of these Terms and Conditions holds the same legal validity as a written signature. Our digital reproduction of this Agreement shall serve as a valid duplicate for evidentiary purposes.

  33. Contact by Honeyguide

Upon accepting these Terms and Conditions, if you provide a phone number, mobile number, or email address, you consent to receive both commercial and transactional communications from Honeyguide via phone calls, faxes, emails, or text messages, including messages delivered by an auto-dialer or pre-recorded message. To opt out of these communications, follow the instructions provided in the message or contact Honeyguide Client Care at 317.987.3576. Telephone conversations with Honeyguide or our agents may be recorded or monitored for quality and training purposes.

  34. Terms Specific to Canada  

Compliance with Canadian Law: Your use of Honeyguide Services must adhere to all relevant Canadian federal and provincial laws and regulations, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA), Canada's Anti-Spam Legislation (CASL), the Canada Consumer Product Safety Act (CPSA), and the Canadian Radio-television and Telecommunications Commission's Unsolicited Telecommunications Rules (UTR). Additionally, compliance with Payments Canada rules is required for ACH debit transactions.

Arbitration: The arbitration clause in Section 21 of these Terms and Conditions does not apply. Disputes will initially be addressed through a written notice and an attempt at resolution by senior management representatives. If unresolved within 21 business days, disputes may proceed to arbitration in accordance with the Arbitration Act, 1991 (Ontario). Arbitration decisions will be final, confidential, and conducted in English in Toronto, Ontario.

Privacy Policy: You must ensure that your privacy policy, including any policy posted on your Honeyguide Services Website or customer portal, discloses that third parties like Honeyguide will collect and process data. You are responsible for complying with all applicable privacy laws and maintaining the accuracy of your privacy policy. Honeyguide may provide a generic privacy policy link, but this does not absolve you of your compliance responsibilities.

Governing Law and Jurisdiction: The laws of Ontario and applicable Canadian federal laws govern this Agreement, excluding the United Nations Convention on the International Sale of Goods. Exclusive jurisdiction and venue for any disputes will be the provincial and federal courts located in Toronto, Ontario.

Payment and Tax: You are responsible for paying any applicable Canadian Sales Taxes invoiced by Honeyguide. If not invoiced by us, you must report and pay these taxes to the appropriate authority and provide proof upon request.

Interpretation of 'Including': Throughout these Terms and Conditions, the terms "include" or "including" shall be understood as "including without limitation".

Notices/Contact Information: To contact Honeyguide's Client Care as indicated in these Terms and Conditions, please call 317.987.3576.