TERMS OF SERVICE

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY ACCESSING, USING OR TRANSACTING THROUGH OUR SITE AND OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE. IT IS YOUR RESPONSIBILITY, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ AND UNDERSTAND THESE TERMS AND CONDITIONS BEFORE USING THIS SITE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS AS STATED HERE, PLEASE DO NOT ACCESS OR USE THE SITE OR SERVICES. THESE TERMS OF SERVICE ARE EFFECTIVE AS OF 01/01/2017.

ACCEPTANCE OF TERMS

These Terms of Service (the "TOS") constitutes a legally binding agreement that governs the relationship between You and Proper Guild regarding the use, access or interaction with our Website including any of its subdomains, blogs or mobile application (collectively, the ‘Platform’) and the services or products provided by Proper Guild (‘Services’). These Terms also accounts for our personal data protection obligations in accordance with the European Union General Data Protection Regulation (GDPR) and other relevant data protection laws. By using our Platftorm and Services, you agree to the manner in which we collect, use, store, retain, transmit or otherwise disclose (together referred to as “processing”) personal information as stipulated in our Privacy Policy and cookie policy. While Proper Guild will always seek to demonstrate lawfulr easons for collection of personal data including on the basis of clear and informed consent, your continued use of our website indicate your consent to the use of cookies whicha are necessary for the functioning of our website. Our users and others which may interact or interface with Proper Guild, located at properguild.com and our subsidiaries and affiliates, in association with the use of the website, which includes properguild.com, (the "Site") and its Services, which shall be defined below.
DESCRIPTION OF WEBSITE SERVICES OFFERED
1. Proper Guild is an online service platform which connects independent service providers with prospective customers or buyers. Proper Guild Platform allows users to create detailed personal profiles depicting their services, experience, work samples and contact information. Proper Guild also offers its users the ability to communicate and make offers and purchases, agree on project timelines and track project performance while ensuring payments, safety and security. Proper Guild’s focus areas include the services of house cleaning, handyman, electricians, plumbers, locksmith, contractors, messengers, movers, technicians, repairs, stylists, tailors, fitness trainers, tutors, teachers, travel guides, designers, musicians, event organizers, writers and other professionals
2. In these Terms, a ‘User’ refers to any person who visits, uses or accesses our Site and/or Services and a ‘member’ refers to user who has registered and created account with Proper Guild subject to the terms set forth herein.
3. You acknowledge and agree that the Services provided and/or made available through the Platform and Service may be made available on various social media networking sites and numerous other platforms and downloadable programs.
4. At its discretion, Proper Guild may offer additional website Services and/or products, or update, modify or revise any current content or Services, and this Agreement, as updated, shall apply to any such additional Services and/or products or update thereto.
5. Proper Guild hereby reserves the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the end user and/or member, acknowledge and accept that Proper Guild shall not be liable for any such updates, modifications, suspensions or discontinuance of any of our Services and/or products. Your continued use of the Services, after posting of any updates, changes, and/or modifications shall constitute your full acceptance of such of these Terms as updated. It shall be your responsibility to review these Terms periodically and any updates thereto to ensure that they meet your expectations.
6. Furthermore, the user and/or member understands, acknowledges and agrees that the Services offered shall be provided "AS IS" and as such Proper Guild accepts no responsibility or obligation for the timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings.
ACCESS AND REGISTRATION
1. Eligibility: To become a ‘member’ of the Site, you must be at least 18 years of age required to enter into and form a legally binding contract. In addition, you must be in good standing and not barred in any manner from receiving Services under the laws and statutes of the United States or other applicable jurisdiction.
2. Account Information: To access and use some of our Services, You may be required to create a user account and/or pay for certain services or features of the Site. To register and create user account, we may require some personal or business information. This information may include as your name, e-mail address, birth date, gender, mailing address, occupation, industry and personal interests. You can edit your account information at any time. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that occur on or within your account including unauthorized access and conduct that, if undertakes by, would amount to Terms of Service violations. It shall be your responsibility to notify Proper Guild immediately if you notice any unauthorized access or use of your account or password or any other breach of security. Proper Guild takes no responsibility for any loss and/or damage arising from or in connection with any failure to comply with these Terms.
3. In addition, as a registered user of our Platform and Services, You accept that you shall:
  1. furnish accurate, current and complete information with regards to yourself as may be requested by us for the purpose of registration; and
  2. maintain and regularly update your registration and profile information in an effort to maintain accuracy and completeness;
  3. not, knowingly, provide false, untrue, inaccurate or incomplete information.
4. Proper Guild reserves the right to suspend or terminate any user account without notice or liability, and to refuse future use of the Platform or Service or any portion thereof, if it has sufficient grounds to believe that the account holder is engaged in the violation of these Terms and Conditions.
5. Safety: Proper Guild takes the rights of user privacy and safety seriously and particularly rights of children. For this reason, parents of any child under the age of 13 who permit their child or children to access the website platform or Services must create a "family" account, which will certify that the individual creating the "family" account is of 18 years of age and as such, the parent or legal guardian of any child or children registered under the "family" account. As the creator of the "family" account, You thereby grant permission for your child or children to access the Platform and/or various Services provided thereon, including, but not limited to, message boards, email, and/or instant messaging. It is the parent's and/or legal guardian's responsibility to determine whether any of the Services and/or content provided are age-appropriate for his/her child.
6. Communication Platform: You agree that Proper Guild is solely a communication platform which provides medium or independent service provides/contractors to be offer and sell their services and that all such services are executed by third parties. Proper Guild takes no responsibility whatsoever for any contractor services or for any conduct of third parties.
PRIVACY POLICY AND DATA COLLECTION
1. Proper Guild respects user privacy and protects members’ registration data and personal information. Please review Proper Guild’s Online Privacy Policy (see the full Privacy Policy at privacy policy page) to undertand how we process personal information and our obligations to safeguarding of personal information.
2. Proper Guild processes personal data on several lawful grounds as indicated in our Privacy Policy including on the basis of your consent, performance of any contract between you and Proper Guild including the enforcement of these Terms and Conditions, compliance with any legal obligation, and in our legitimate interest to continuously develop and improve our services.
3. Our privacy policy aslo sets out specific data rights in relation to the processing of personal information. Please note that data rights vary according to legal jurisdictions. To understand the dara rights which you may have in relation to our information collection practices, please review our Privacy Policy.
4. As a member or user, you herein consent to the processing of the information provided or collected in accordance with our Privacy Policy, including the transfer of information to and within the United States and/or other countries for storage, processing or use by Proper Guild and/or its subsidiaries and/or affiliates.
CODE OF CONDUCT
1. You hereby acknowledge and agree that you are individually responsible for all information, text, software, data, photographs, music, video, messages, tags or any other content (hereafter ‘Content’), generated, developed, shared, posted or transmitted by You, publicly or privately, on or through the Platform and its Services. You accept that Content shared, submitted, uploaded or otherwise transmitted by users on or through the Platform or Service may contain errors or factual inaccuracies. Proper Guild does not warrant the accuracy or reliability of any such Content and takes no responsibility whatsoever for any loss or damage resulting from or in connection with such errors or inaccuracies in any such content.
2. As a condition of use and access to our Platform and Service, you further agree not to:
  1. upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
  2. cause harm to minors in any manner whatsoever;
  3. impersonate any individual or entity, including, but not limited to, any officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresent any affiliation with an individual or entity;
  4. forge captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
  5. upload, post, email, transmit or otherwise offer any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
  6. upload, post, email, transmit or otherwise offer any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
  7. upload, post, email, transmit, or otherwise offer any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
  8. upload, post, email, transmit, or otherwise offer any source or content that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
  9. disrupt the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real-time interactions;
  10. interfere with or disrupt any Proper Guild Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;
  11. intentionally or unintentionally violate any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
  12. provide informational support or resources, conceal and/or disguise the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Immigration Nationality Act;
  13. "stalk" or with the intent to otherwise harass another individual; and/or
  14. collect or store of any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
3. Proper Guild reserves the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the TOS or which would otherwise be considered offensive to other visitors, users and/or members.
4. Proper Guild herein reserves the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:
  1. compliance with any legal process;
  2. enforcement of the TOS;
  3. responding to any claim that therein contained content is in violation of the rights of any third party;
  4. responding to requests for customer service; or
  5. protecting the rights, property or the personal safety of Proper Guild, its visitors, users and members, including the general public.
5. Proper Guild herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by Proper Guild or any other content providers supplying content services to Proper Guild. You are hereby prohibited from overriding or attempting to override or circumvent any embedded usage rules in our Services. Unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, whether in whole or in part, is expressly prohibited.
NO EMPLOYMENT
USER VETTING AND PROOF OF IDENTITY
1. Proper Guild has the right but not the obligation to perform background checks on our members and verify any information submitted to it by members. At its own discretion, Proper Guild may subject any user to a background check process before and after registration including without limitation the verification of identity, credentials or criminal background.
2. Proof of Identity: We may take additional measures to confirm and or verify your identity other information that you provide to Proper Guild. By using or accessing our services, you hereby agree to provide such information or supporting documentation as may be requested or advised by Proper Guild from time to time. We reserve the right to put your account on hold and prevent you from using our services until you have sufficiently finalized the verification procedures.
3. Proper Guild may also subject users to a vetting process and or provide information including with respect to strength or risk score, geographical location or third party feedback. However, such information is based solely on data that Contractor submits. Proper Guild provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by Proper Guild. Users hereby give consent to Proper Guild to conduct background checks as often as is necessary for compliance with federal and state laws, including, without limitation, the Fair Credit Reporting Act.
PAYMENTS
1. Proper Guild users interact and transact directly with other users and Proper Guild is not a party to their communication, arrangements or transactions or contracts for services. Proper Guild platform only provides a platform through which potential buyers or customers can connect with contractors for offer and purchases of services. Buyers shall pay in advance for services ordered from or through Proper Guild and Buyers agree that Proper Guild will charge their credit/debit card as per the amount due for the particular service order and for all procurements and payments for reimbursement costs, fees or expenses associated with the Service and the Buyer hereby authorizes us to charge the credit card on file in the Buyer's Proper Guild account for such amounts.
2. Proper Guild uses third party services to charge credit cards and process payments for products and services offered through the Proper Guild Platform. By accepting these Terms of Use, you hereby authorize Proper Guild or a third-party payment processor on behalf of Proper Guild, to charge your credit or debit card or other approved payment methods for fees that you owe Proper Guild or the provider. Depending on the services ordered, Proper Guild may charge you on a one-time or on a recurring fee basis.
3. Billing Information: You must provide complete and accurate billing and contact information to Proper Guild for the purpose of your purchases or transactions with contractors on Proper Guild Platform. You must inform Proper Guild promptly of any change in such information. If contractor pays with bank transfer, contractor agree to provide Proper Guild with such financial or credit card information which may be necessary for the purpose of authorizing Proper Guild to charge the applicable account so as to collect payment due under this Agreement.
4. Proper Guild will store some of your payment information on the platform to facilitate a faster and more convenient payment process for the user. The third-party payment processor may also store payment information if the user requests it. Please review third-party provider’s terms and policy for additional information.
5. Proper Guild will store some of your payment information on the platform to facilitate a faster and more convenient payment process for the user. The third-party payment processor may also store payment information if the user requests it. Please review third-party provider’s terms and policy for additional information.
6. Place a hold: Proper Guild reserves the right, in its sole discretion, to place a hold on the Buyer's account or payment method for an ordered or completed service transaction. If there is no objection by the Buyer within 48 hours after a service is completed, we will determine the service as closed. If the Buyer has agreed with the Contractor to extend or reduce the hours in or to re-book a requested Service, the Buyer bears the responsibility for notifying Proper Guild. Buyers must notify Proper Guild either by changing the date or hours of the requested Service through the Proper Guild Platform.
7. All Payments by Buyers must be made through the Proper Guild Platform. We are not responsible for any loss, harm or damage related to services scheduled and Payments made outside Proper Guild platform.
8. No refunds shall be provided once the buyer’s credit card has been charged, except that at our sole discretion, refunds or credits may be granted in mitigating circumstances, as a result of specific promotions, or to correct any errors we have made. While Proper Guild will take reasonable efforts to ensure the security of all credit card and all other personal information, you acknowledge the risks associated with the internet and online commerce and we hereby expressly disclaim liability for any damage that may result in connection with disclosure of any information to third parties, and you agree to hold us harmless for any damages that may result therefrom.
9. Job Rate: The rate for a Contractor Service (‘Job Rate’) is contingent on several factors including location of the contractor and how frequently a service is ordered and the cost for such services may increase periodically.
  A service that is ordered less frequently may cost relatively more in some locations than other where the same service is ordered regularly. In the event of any payment increase, Proper Guild will notify you within adequate time so as to enable you to plan for or cancel the relevant Service orders if necessary.
10. Taxes: Proper Guild fees do not include taxes, levies and duties or equivalent governmental levies, including for instance value-added tax, sales tax or withholding tax applicable in any jurisdiction. Contractor and/or buyers shall be responsible for payment of all taxes related to contractor’s payments and/or sale of products and services.
DEPOSITS
1. Providers can deposit money on Proper Guild’s platform and set up a Payment plan. The balance deposited by the provider to his account shall be held in merchant account (“escrow”) by Proper Guild as escrow-like service. Proper Guild will allow Providers to keep their money on their account balance at Proper Guild platform. Proper Guild may charge a commission or fee for transfers and payments made on or through the Platform. Commission and/or fees are non-refundable. Except for fees and commissions which are charged on payments and fund transfers, Proper Guild shall not have any claim, lien or interest on Provider’s account balance.
2. Proper Guild does not offer refunds for payments to Provider or Client. Providers shall specify their own refund policies and we advise clients to review Provider’s refund policies when ordering services. Proper Guild is a third-party platform, which connects providers with clients and is not a party or affiliate to any transactions or interaction between Provider and Client. Proper Guild shall not be responsible for any claim of refund for any reason whatsoever including claims of refund for wrongly placed orders, incorrectly supplied goods, defective or damaged goods, chargebacks, fraud and/or service quality.
3. Proper Guild does not guarantee the release of funds by Clients. Funds are held in escrow account until Client receives the goods or approves that service has been completed.
4. If no service or task completion takes place in accordance with these Terms, Proper Guild shall continue to hold the amount in question in escrow until parties agree that service is completed. If service is not completed by Provider or if goods are not received by Clients or if they are not as described, Client may reject the service and/or return the goods and have funds returned to their account. Please note that your acceptance of service completion constitutes complete authorization to release the funds. Transfer of funds to Provider’s account balance shall take 15 days but this duration may differ depending on the method of transfer chosen by the Provider or Client.
5. If there is a dispute, Client can only make a claim against the balance in Payment Plan. Proper Guild does not have access to Provider’s additional funds and cannot promise that the Payment Plan balance account balance will satisfy any claim for refund.
6. Proper Guild’s escrow agent duties are limited to those specifically set out in these Terms. Proper Guild shall incur no liability to anyone so long as Proper Guild acts in good faith. Provider and Client agree to release Proper Guild from any and all acts done or omitted in good faith in the performance of escrow agent’s duties.
INTERSTATE COMMUNICATION
CAUTIONS FOR GLOBAL USE AND EXPORT AND IMPORT COMPLIANCE
1. Due to the global nature of the internet you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable Content as regards the use of our Platform or Service. The United States controls the export of products and information. You agree that uploading, posting and/or transferring of software, technology and other technical data may be subject to the export and import control laws of the United States and other countries. Through the use of our network, you thus agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), as well as the sanctions control program of the United States (http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx).
2. Furthermore, you state and pledge that you:
  1. are not on the list of prohibited individuals which may be identified on any government export exclusion report (http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) nor a member of any other government which may be part of an export-prohibited country identified in applicable export and import laws and regulations;
  2. agree not to transfer any software, technology or any other technical data through the use of our network Services to any export-prohibited country;
  3. agree not to use our website network Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be a violation of the U.S. export laws; and
  4. agree not to post, transfer nor upload any software, technology or any other technical data which would be in violation of the U.S. or other applicable export and/or import laws.
CONTENT SUBMITTED TO OR MADE AVAILABLE FOR COMPANY SERVICES
1. Generally, content or communication posted on the Platform is considered as non-confidential. If certain web pages of the Platform or Service permit the submission of sensitive information, Proper Guild will take adequate technical measures, including encryption, to secure and protect such communication. Proper Guild shall not claim ownership of any content or communication neither submitted by any visitor or user nor solicit such content for inclusion on our website Services. However, by posting content or communication to the Platform, you automatically grant Proper Guild a worldwide, royalty-free and non-exclusive licenses, as follows:
  1. For content submitted or made available for inclusion on the publicly accessible areas of Proper Guild's sites, license to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of Proper Guild's sites, and shall terminate at such time when you elect to discontinue your membership.
  2. For Photos, audio, video and/or graphics submitted or made available for inclusion on the publicly accessible areas of Proper Guild's sites, license to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of Proper Guild's sites and shall terminate at such time when you elect to discontinue your membership.
  3. For any other content submitted or made available for inclusion on the publicly accessible areas of Proper Guild's sites, the continuous, binding and completely sub-licensable license which is meant to permit to use, distribution, reproduction, modification, adaptation, publishing, translation, public performance and/or public display of the said content, whether in whole or in part, and the incorporation of any such Content into other works in any arrangement or medium current used or later developed.
2. Publicly available information: In addition to personal information that you provide to us directly during registration, Proper Guild may also obtain or collect, aggregate and use personal information obtained via public channels, personal blogs or websites, social media, and/or live chat service, or information disclosed to Proper Guild through communication or customer support requests.
3. Information from resumes: If you submit a resume containing personal data, biographic information, or company information, Proper Guild may collect, use and retain and disclose such information in connection with its services.
4. By using our websites and services, and/or applying to use our platform and services, you give us the right to: (a) collect, use, store, retain, modify, combine, aggregate and digitize your personal or business information obtained about you from, or disclosed to us via, public sources including social media websites, online forums, personal blogs or other digital channels; (b) create, update, enhance or complete your user profile using publicly available information, information obtained from your resume or correspondence with the company, or other information obtained in connection with the performance of services.
5. Accordingly, you agree that Proper Guild shall have a perpetual, non-exclusive, transferable licence to collect, store, duplicate, use, share, or disclose such publicly available information and information from resumes and correspondence in accordance with our Privacy Policy.
FEEDBACK
1. Your contributions do not contain any type of confidential or proprietary information;
2. We are not liable or obligated to ensure or maintain confidentiality, expressed or implied, related to any such feedback;
3. We shall be entitled to make use of and/or disclose any such feedback in any such manner as we see fit;
4. The contributor's feedback shall automatically become the sole property of Proper Guild; and
5. Proper Guild shall have no obligation to either compensate or provide any form of reimbursement or acknowledgement in any manner or nature.
INDEMNITY
COMMERCIAL REUSE OF SERVICES
You hereby agree not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.
USE AND STORAGE GENERAL PRACTICES
1. You herein acknowledge that Proper Guild may set up any such practices and/or limits regarding the use and/or storage of Content on our Platform, including without limitation the maximum number of days that any email, message posting or any other uploaded content shall be retained by Proper Guild, or the maximum number of email messages that may be sent and/or received by any member, the maximum volume or size of any email message that may be sent from or may be received by an account on our Service, the maximum disk space allowable that shall be allocated on Proper Guild's servers on the member's behalf, and/or the maximum number of times and/or duration that any member may access our Services in a given period of time.
2. In addition, you agree further that Proper Guild assume no responsibility whatsoever for the removal or failure to maintain storage of any messages and/or other communications or content maintained or transmitted on or through our Services. You also hereby acknowledge that we reserve the right to delete or remove any account that is no longer active for an extended period of time. Furthermore, Proper Guild reserves the right to modify, alter and/or update these general practices and limits at its discretion.
3. Messenger Service: Any messenger service, which may include any web-based versions, shall allow you and the individuals with whom you communicate with, the ability to save your conversations in your account located on Proper Guild's servers. In this manner, you will be able to access and search your message history from any computer with internet access. You also acknowledge that others have the option to use and save conversations with you in their own personal account onproperguild.com. It is your agreement to this TOS which establishes your consent to allow Proper Guild to store any and all such communications on its servers.
MODIFICATIONS
Proper Guild reserves the right at any time to modify, alter and or discontinue, temporarily or permanently, this Website and related Services or any part thereof, without prior notice. In addition, Proper Guild shall not be liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services or any part thereof.
TERMINATION
1. As a member of properguild.com you may cancel or terminate your account and access to our Services by submitting a cancellation or termination request to host@properguild.com.
2. As a member, you agree that Proper Guild may at our absolute discretion, with or without prior notice, immediately suspend, terminate, or limit your account, and access to any of our Services without being liable to you for any loss or damage arising from or related to, as the case may be, account suspension, termination or restriction. Proper Guild may terminate, suspend or limit your account for any cause relating, but not limited, to:
  1. any breach or violation of our TOS including any incorporated agreement, regulation and/or guideline;
  2. requests from law enforcement or any other governmental agencies;
  3. the discontinuance, alteration and/or material modification to our Services, or any part thereof;
  4. unexpected technical or security issues and/or problems;
  5. extended period of inactivity;
  6. engagement by you in any fraudulent or illegal activities; and/or
  7. the nonpayment of any associated fees that may be owed by you in connection with your properguild.com account or Services.
3. For the avoidance of doubt, the termination of your account with properguild.com shall include any or all of the following:
  1. the removal of access to all or part of the Services offered within properguild.com;
  2. the deletion of your password and related information, files, and any such content that may be associated with your account, or any part thereof; and
  3. the barring of any further use of all or part of our Services.
ADVERTISERS
LINKS
INTELECTUAL PROPERTY RIGHTS
1. You hereby acknowledge and agree that Proper Guild's Services and any essential software that may be used in connection with our Platform or Service ("Software") shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you hereby acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Platform or Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws.
2. Additionally, except for that which is expressly permitted by applicable law or as authorized by Proper Guild or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or create any derivative or plagiaristic works which are based on Proper Guild’s Platform or Services (e.g. Content or Software), in whole or part.
3. Proper Guild hereby grants you a personal, non-transferable and non-exclusive right and/or license to make use of the object code or our Software on a single computer as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you hereby agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Platform or Services. Lastly, you agree further not to access or attempt to access our Platform and/or Services through any means other than through the interface which is provided by Proper Guild for use in accessing our Platform or Services.
WARRANTY DISCLAIMERS
1. YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
  1. THE USE OF Proper Guild SERVICES AND SOFTWARE IS ENTIRELY AT YOUR OWN RISK. OUR SERVICES AND SOFTWARE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHNATBILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PUPOSE. WITHOUT PREJUDICE TO THE FOREGOING, NEITHER DO Proper Guild NOR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS WARRANT THAT Proper Guild’S PLATFORM OR SERVICES WILL BE FREE OF ERRORS, INACCURACIES OR INTERRUPTION.NEITHER DO Proper Guild MAKE ANY EXPRESS OR IMPLIED WARRANTY OF AVAILABILITY OR RESULTS FROM THE USE OF THE PLATFORM OR SERVICES AND/OR WARRANTIES AS TO THE TIMELINESS, SUITABILITY, QUALITY, RELIABILITY, SAFETY, ACCURACY, COMPLETENESS OF THE SERVICES OR ANY PRODUCTS, MERCHANDISE,CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE Proper Guild PLATFORM, SERVICES OR SOFTWARE.
  2. CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
  3. YOUR ACCESS AND USE OF ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED ON, THROUGH OR BY WAY OF Proper Guild PLATFORM, SERVICES OR SOFTWARE IS DONE AT YOUR SOLE DISCRETION AND RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
  4. NO ADVICE AND/OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM Proper Guild OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
  5. SOME USERS MAY EXPERIENCE ADEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
LIMITATION OF LIABILITY
1. YOU EXPLICTLY ACKNOWLEDGE, AND AGREE THAT Proper Guild AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES EVEN IF Proper Guild MAY HAVE BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY OCCUR OR RESULT FROM:
  1. THE USE OR INABILITY TO USE OUR SERVICE;
  2. THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES
  3. UNAUTHORIZE ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
  4. STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
  5. AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.
RELEASE
SPECIAL ADMONITION RELATED TO FINANCIAL MATTERS
EXCLUSION AND LIMITATIONS
THIRD PARTY BENEFICIARIES
NOTICE
1. Proper Guild may furnish you with notices, including those with regard to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other reasonable means currently known or any which may be hereinafter developed. Any such notices may not be received if you violate any part of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.
2. You hereby agree to the use of electronic means to deliver any notices pursuant to these Terms of Service.
TRADEMARK INFORMATION
1. You herein acknowledge, understand and agree that all of the Proper Guild trademarks, copyright, trade name, service marks and other Proper Guild logos and any brand features and/or product and service names, are trademarks and as such are and shall remain the property of Proper Guild.
2. You hereby agree not to display and/or use in any manner the Proper Guild logo or marks without obtaining Proper Guild's prior written consent.
COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES
1. Proper Guild will always respect the intellectual property of others and we require that all of our users do the same. In the event of claims of infringement of intellectual property rights, Proper Guild may at its sole discretion disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you can contact us and be willing to provide the following information:
  1. The electronic or the physical signature of the individual who is authorized on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
  3. A description of the location of the site which you allege has been infringing upon your work;
  4. Your physical address, telephone number and email address;
  5. A statement in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;
  6. And finally, a statement made under penalty of perjury that the aforementioned information in your notice is truthful and accurate and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner's behalf. The Proper Guild Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows: Mailing Address: Planetarium Station P.O. Box 116 New York, NY 10024 Email: host@properguild.com
CLOSED CAPTIONING
MUTUAL ARBITRATION AGREEMENT
1. Negotiations: You agree that any dispute, claim or disagreement arising between You and Proper Guild including claims connected with or resulting from this Terms of Service, or the breach, termination or invalidity thereof (hereafter ‘Dispute’) shall first be resolved by way of reciprocated negotiations (the "Negotiations") before referring the Dispute to an arbitrator or court of law. Either of the parties will initiate the negotiation by delivery of written notice of the Dispute to the other and shall meet within 14 days following the receipt of the dispute notice. Proper Guild will communicate to you using your email address Proper Guild’s address for any such notice is: host@properguild.com and/or by mail to Planetarium Station, PO Box #116 New York, NY 10024.
2. Arbitration: If you and Proper Guild fail to resolve the Dispute through Negotiations, the Dispute, with exception of disputes expressly excluded herein below, shall be referred to an Arbitrator for a final and binding arbitration under the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association (AAA Rules). Parties agree that the Dispute shall be determined by a single arbitrator appointed in accordance with the said rules and where appropriate, under the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules") rules of which can be accessed at the http://www.adr.org. The said arbitration rules shall also govern your responsibility regarding payment of applicable fees and arbitrator compensation. In some cases, Proper Guild may, at discretion, assist to pay for all such arbitration fees and expenses if there are sufficient reasons to do and if satisfied of your inability to pay the required payments. Where attorney fees are involved, parties agree to individual responsibility for its attorney’s fees subject only to any such remedy entitled in law. The arbitrator’s decisions shall be in written form and shall be final and binding. Without prejudice to the provisions relating to class action waiver below, Parties agree to exclude the jurisdiction of all court of law as regards enforceability and interpretation of the Arbitration Agreement between the parties.
3. Disputes not subject to Arbitration: Parties to this Agreement agree that the following classes of disputes are exempt from arbitration (1) any Dispute relating to the protection, validity or enforcement of parties’ intellectual property rights; (2) small claims; (3) Any claim expressly excluded from arbitration by federal law; and (4) claims of injunctive relief of any nature purporting to protect the efficaciousness of this Arbitration provisions.
4. No class action: In addition to mandatory arbitration, parties herein agree that, to the fullest extent permitted by law, each party may bring claim against the other in their individual capacity and not as a claimant or class member in any purported class action lawsuit. Unless otherwise agreed by you and Proper Guild, no arbitrator or court of law may consolidate individual claims or proceedings without consent of the parties.
GENERAL INFORMATION
1. ENTIRE AGREEMENT: This TOS constitutes the entire agreement between you and Proper Guild and shall govern the use of our Services, superseding any prior version of this TOS between you and us with respect to Proper Guild Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Proper Guild Services, affiliate Services, third-party content or third-party software.
2. CHOICE OF LAW AND FORUM: You agree that these Terms shall be governed and be construed in accordance with the laws of the state of New York without regard to its conflict of law provisions. Any claim, cause of action and/or dispute, arising out of or relating to the TOS or the relationship between you and Proper Guild, shall be filed within the courts having jurisdiction within the County of New York City, New York or the U.S. District Court located in said State. You and Proper Guild agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
3. WAIVER AND SEVERABILITY OF TERMS: At any time, should Proper Guild fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
4. NO RIGHT OF SURVIVORSHIP NON-TRANSFERABILITY: You acknowledge, understand and agree that your account is non-transferable and any rights to your ID and/or contents within your account shall terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
5. STATUTE OF LIMITATIONS: You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the TOS must be filed within 1 year) after the said claim or cause of action arose or shall be forever barred.
6. VIOLATIONS: Please report any and all violations of this TOS to Proper Guild as follows:
  
  Mailing Address:
  Planetarium Station
  P.O. Box 116
  New York, NY 10024
  
  Email: host@properguild.com
  
  Phone: (929) 281-7085
  
  Last Updated on January 1, 2019