• Terms of Service (Guidepost at Home LLC)

    Last Update: February 11, 2020

    PLEASE NOTE: SECTION 15 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE. IT AFFECTS HOW DISPUTES ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION.

    PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

    1. Introduction

    These Terms of Service (“Terms” or “Agreement”), together with any document, writing, or agreement incorporated by reference herein, are entered into by and between You and Guidepost at Home. These Terms set forth the terms and conditions under which Members and Families may use the Guidepost at Home Services and the Guidepost at Home Site (capitalized terms shall have the meaning defined herein), including any content, functionality, and services offered on, through, or in relation to the Site. By using the Site and the Services, You agree to abide by these Terms. Please read these Terms carefully before using the Site or the Services.

    1. Key Terms

    Guidepost at Home provides an online platform to match Members and Families seeking childcare with nannies seeking clients, and provides instruction in Montessori-based methods to Member Nannies (as defined herein). A description of the Services are available through the www.guidepostathome.com website (the “Site”). These Terms establish the terms of the relationship between You and Guidepost at Home. These Terms are also subject to Your Membership Agreement with Guidepost at Home, the terms of which are incorporated herein by reference.

    In these Terms, we use certain defined terms set forth below and throughout these Terms:

    Content” means text, graphics, images, music, software, audio, video, information or other materials.

    Guidepost at Home Content” means all Content that Guidepost at Home makes available through Our Site, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party.

    “Guidepost at Home Training” means all Content that Guidepost at Home makes available through training including the immersive program.

    Drop Off Family” means a Family that is the role of dropping off and picking up its child at the residence of the Host Family, in accordance with these Terms.

    Family” refers collectively to all of a Member’s family members, representatives, agents, affiliates, or any party benefiting from the Services provided by Guidepost at Home to such Member, or may refer individually to a member of such Family as context requires.

    Families” means, collectively, two or more Families.

    Host Family” means a Family that in the role of acting as the host for the Services, where the Drop Off Family will drop off its child at the residence of the Host Family, in accordance with these Terms.

    Law” means any law, rule, statute, regulation, order, judgement, decree, common law, guidance, treaty, directive or other requirement of or by any governmental authority.

    Member” means a person who completes Guidepost at Home’s account registration process.

    “Member Nanny” means a person who completes Guidepost at Home’s process to register as a nanny offering nanny share services, the Guidepost at Home Training, and background checks, and who maintains compliance with the standards of conduct set out herein.

    “Party” means You or Us and “Parties” means You and Us.

    Partner Family” means any Family that shares a nanny using Our Services. Throughout these Terms, “Partner Family” when used in the singular shall be deemed to mean one or more Partner Families as the context requires.

    Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), use, excise, goods and services taxes (GST) or other taxes payable to Guidepost at Home as a result of Services to You and the Partner Family.

    You” or “Your” means you, the Member of the Site who becomes a party to this Agreement, together with any of such Member’s family members, representatives, agents, affiliates, or any party benefiting from the Services provided by Guidepost at Home to such Member.

    We”, “Us”, “Our” or “Guidepost at Home” means Higher Ground Education Inc. and its subsidiaries, affiliates, and related entities.

    1. Description of Services

    Guidepost at Home’s Site provides services in order to assist Families in locating and interviewing Montessori-trained Member Nannies for potential employment and provides Montessori-based training for Member Nannies. Guidepost at Home does not hire or employ nannies, but instead provides match-making services for Families and Member Nannies.

    Guidepost at Home’s services (collectively, the “Services”) comprise the following:

    1. Gathering Information about Families.  We provide an online profile form for participating Families to provide information about themselves and the care they are seeking.

     

    1. Partner Family Match. We provide an online searchable database of potential Partner Families to share nanny care.  After Families register with Us, We will use commercially reasonable efforts to introduce You to potential Partner Families, one at a time or in any sequence that Guidepost at Home chooses, if Families have indicated that they are looking to be matched with one or more Partner Families through Our Services. We cannot guarantee that We will match any Family with a Partner Family.  We suggest that Families meet with potential Partner Families in person and establish a relationship prior to interviewing any nanny candidates.

     

    1. Member Nanny Match. We provide candidate Member Nannies for Partner Families to evaluate for hire.   After a Family registers with Us, We will use commercially reasonable efforts to introduce the Family and any Partner Family (if applicable) to potential Member Nannies, one at a time, to interview and to consider for employment.

     

    1. Guidepost at Home Training. We provide to each Member Nanny an  upfront intensive training in Montessori educational methods through the Prepared Montessorian Institute, Our affiliated training center, and provide continuing training and professional development to Member Nannies on an ongoing basis while they remain members of our network.
    2. Assistance with Nanny Hiring.   As part of each Family’s Placement Fee, Guidepost at Home provides vetting and coaching of qualified Member Nanny candidates, which may include:
      1. a criminal history background check.
      2. checking references provided by Member Nanny candidates.
      3. requiring completion of an I-9 form together with acceptable documentation of the right to work in the United States.
      4. review of publicly-available social media and internet content for content that reflects on nannies’ professionalism and/or that could adversely impact the Guidepost at Home community or values.
      5. requiring TB test results, together with proof of MMR, chicken pox and Tdap vaccinations.
      6. requiting proof of CPR and first-aid certifications.
      7. Guidepost at Home Training on Montessori methodology for the education of infants and toddlers.

     

    1. Prepared Environment. We furnish materials and provide guidance for Families to set up an age-appropriate, immersive, prepared Montessori environment in each Host Family home.
    1. What We Do Not Do

    Guidepost at Home does not employ any Member Nannies or other care providers. Families are solely responsible for interviewing and selecting candidate Member Nannies, and establishing the contractual terms of the relationship with the Member Nanny, including wages, hours, term of employment, payment and billing details, location where work is to be performed, sick time and coverage, vacation, overtime, and Taxes. Families are also solely responsible for compliance with all applicable employment and other laws including without limitation, payment of any applicable payroll Taxes and compliance with Tax and minimum wage Laws. It is recommended that Families discuss these details with their counterpart Partner Family before beginning to interview Member Nanny candidates. Families are solely responsible for interviewing candidate Member Nannies, verifying information provided by such candidates, and selecting an appropriate Member Nanny.

    1. Eligibility
    1. Our Site and Services are intended solely for persons who are 18 or older. Any access to or use of Our Site or Services by anyone under 18 is expressly prohibited. By accessing or using Our Site or Services You represent and warrant to Us that You are 18 or older.
    2. In order to participate in Guidepost at Home’s Services, You must register to create an account and become a Member. You may register to join the Services directly via Our Site. Each Family may not have more than (1) active Guidepost at Home account.
    3. You agree to provide accurate, current and complete information during the registration process, and to update such information to keep it accurate, current and complete.
    4. You are responsible for safeguarding Your password. You agree that You will not disclose Your password to any third party.
    5. Members shall use the Services exclusively for authorized and legal purposes, consistent with all applicable Laws and the rights of others.  Members may not use the Services in any manner that would violate the rights of any Family or Member Nanny or any other third party, including but not limited to storing or processing any personal information without proper lawful license or permission to do so. 
    6. Guidepost at Home reserves the right to immediately suspend or terminate Your access to the Site and the Services in the event that Guidepost at Home determines that the Services are being used for unlawful purposes or in violation of these Terms of Service, or for any reason in its sole discretion.

    Guidepost at Home may, to the extent permitted by applicable Laws and if We have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the Member. You agree and authorize Us to use Your personal information, such as Your full name and date of birth, to obtain such reports.

    1. Code of Conduct

    The following Code of Conduct governs all interactions within the Guidepost at Home community. We reserve the right to terminate membership for violations of the Code of Conduct.

    1. As a Montessori-based community, we take seriously the principles of grace and courtesy.  Please respect and include everyone in the Guidepost at Home community. Regardless of race, religion, national origin, ethnicity, disability, sex, gender identity, sexual orientation, or age, You agree to treat everyone in the Guidepost at Home community with respect, and without judgment or bias.  Users must not:
    • Post any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
    • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
    • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
    • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these and our Privacy Policy.
    • Make any statements likely to deceive any person.
    • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
    • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
    • Impersonate any person, or misrepresent any identity or affiliation with any person or organization.
    • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

     

    1. If You are a Family, You agree that all information provided to Guidepost at Home through the Site is submitted for the purpose of obtaining childcare for Your child(ren) or child(ren) of which You are the legal guardian.

     

    1. You will not post any defamatory, inaccurate, abusive, or harassing material related to participating Families, Member Nannies, or Guidepost at Home on the Site or communicate such material to any third parties.
    2. If You are a Host Family, you agree to maintain your home in a child-safe condition at all times.

     

    1. If You are a Drop Off Family, You will drop off and pick up Your child at the Host Family home at the mutually agreed-upon times.  You will provide appropriate supplies for Your child’s care at the Host Family home.

     

    1. You agree to communicate with each Member Nanny and/or Partner Family to reach a mutually-acceptable work schedule and rate of pay in advance of the Member Nanny’s employment.

     

    1. You agree that changes to the work schedule must be mutually agreed-to among each Member Nanny and Partner Family.

     

    1. If You are a Family, You agree to pay Your Member Nanny on a set schedule as mutually agreed among You, your Partner Family, and Member Nanny and to withhold taxes as required by Law.

     

    1. You agree not to use the Site or the Content:
    • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
    • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
    • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Code of Conduct.
    • To transmit, or procure the sending of, any advertising or promotional material, any "junk mail," "chain letter," "spam," or any other similar solicitation.
    • To impersonate or attempt to impersonate Guidepost at Home, a Guidepost at Home employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
    • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

    Additionally, you agree not to:

    • Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site.
    • Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
    • Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
    • Use any device, software, or routine that interferes with the proper working of the Site.
    • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
    • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Website.
    • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
    • Otherwise attempt to interfere with the proper working of the Site.
      1.  

     

    1. You acknowledge and agree that Your responsibilities in this Code of Conduct are binding contractual obligations.

     

     

    1. Modification

    At any point and without prior notice Guidepost at Home may, at its sole discretion, modify Our Site, Services or these Terms. All changes are effective immediately when we post them. Your continued use of the Site following the posting of revised Terms means that You accept and agree to the changes. Please review these Terms regularly.

    1. Confidentiality
    1. Except as set forth in Section 9(b) below, “Confidential Information” means all non-public, confidential or proprietary information disclosed before, on or after the Effective Date, by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or its affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," including, without limitation:
      1. all information concerning the Disclosing Party's and its affiliates', and their customers', suppliers' and other third parties' past, present and future business or personal affairs including, without limitation, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies; 
      2. the Disclosing Party's unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property; 
      3. all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; 
      4. all Guidepost at Home Intellectual property (as defined herein);
      5. any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives; and 
      6. all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials (the “Notes”) prepared by or for the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing. 

        

    1. Exclusions from Confidential Information. Except as required by applicable federal, state or local law or regulation, the term "Confidential Information" as used in this Agreement shall not include information that: 
      1. at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives;  
      2. at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a contractual obligation to the Disclosing Party;  
      3. was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, prior to being disclosed by or on behalf of the Disclosing Party pursuant to this Agreement; or  
      4. was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information. 
    2. Recipient Obligations. The Recipient shall: 
      1. protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; 
      2. not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or otherwise in any manner to the Disclosing Party's detriment, including without limitation, to reverse engineer, disassemble, decompile or design around the Disclosing Party's proprietary services, products and/or confidential intellectual property; 
      3. not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who: 
        1. need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement;  
        2. are informed by the Recipient of the confidential nature of the Confidential Information; and  
        3.   are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and 
        4.  be responsible for any breach of this Agreement caused by any of its Representatives. 

      

    1.  Additional Confidentiality Obligations.  Except as required by applicable federal, state or local law or regulation, neither Party shall itself disclose, nor permit any of its Representatives to disclose to any person:
      1. that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information;  
      2. that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or  
      3.  any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose. 
    2. Required Disclosure. Any Disclosure by the Recipient or its Representatives of any of the Disclosing Party's Confidential Information pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section. Prior to making any such disclosure, the Recipient shall make commercially reasonable efforts to provide the Disclosing Party with:
      1. prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and  
      2. reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.   

     

    If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient's legal counsel, such Legal Order specifically requires the Recipient to disclose and, upon the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

     

    1. Privacy

    Guidepost at Home’s Privacy Policy (published on the www.guidepostathome.com website, as may be updated from time to time) governs Guidepost at Home’s collection and use of Your personal information from Our Site.

    1. Intellectual Property Ownership and Rights Notices
    1. You understand and agree that Guidepost at Home is and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all intellectual property relating to the Services performed under this Agreement,  including but not limited to all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: curriculum, curriculum planning, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, notes, communications, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, specifications, customer information, customer lists, client information, client lists, parent information, parent lists, student information, and student lists of Guidepost at Home or its affiliated businesses or any existing or prospective customer, student, family, employee, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to Guidepost at Home in confidence (collectively “Guidepost at Home Intellectual Property”).

     

    You understand that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. therein.

    1. You have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Guidepost at Home Intellectual Property. You have no right or license to use Guidepost at Home’s trademarks, service marks, trade names, trade names, logos, symbols, or brand names. 
    2. You must not access or use for any commercial purposes any part of the Guidepost at Home Intellectual Property.

     

    1. Limitation of Liability
    1. In no event shall either Party be liable for any special, incidental, exemplary, punitive, multiple, consequential or indirect damages or damages for lost profits or other expected savings or other economic losses, arising out of or in connection with these terms or their subject matter or our provision of Services hereunder. 
    2. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF GUIDEPOST AT HOME AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS OFFICERS, AND DIRECTORS, TO ANY PARTY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE AMOUNT YOU HAVE PAID TO GUIDEPOST AT HOME FOR THE APPLICABLE CONTENT, PRODUCT, OR SERVICE IN THE LAST TWELVE (12) MONTHS OUT OF WHICH LIABILITY AROSE.
    3. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

     

    1. Indemnification

    You hereby agree to defend and indemnify and hold Us, Our subsidiaries, affiliates, and Our and their licensors, service providers, employees, agents, independent contractors officers, and directors (collectively, “Indemnified Parties”) harmless, and, at Our option, defend Indemnified Parties, from and against all damages, liabilities, losses and other expenses, including reasonable attorneys’ fees, expert witness fees, and costs arising from or related to a claim, lawsuit or proceeding brought by a third party (including any Family or Member Nanny), whether or not a lawsuit or other proceeding is filed, arising from or related to: (a) Your violation of these Terms; (b) any use of the Site or the Services by any person; (c) any failure by a Family to pay a Member Nanny any compensation due or any any Taxes (including without limitation social security or Medicare); (d) actions or omissions of You including without limitation any resulting personal injury, death or property loss or damage; (e) if You are a Family, actions or omissions by Your child, including without limitation any resulting personal injury, death or property loss or damage or (e) if You are a Host Family, Your home.

     

    We hereby agree to defend and indemnify You from any a claim, lawsuit or proceeding brought by a third party (not including any Family or Member Nanny), arising from: (a) a breach of these Terms by Us, and (b) Our willful misconduct or fraud.

    1. Warranty Disclaimer

    You understand that Guidepost at Home does not guarantee or warrant that the Services or the Site are free from defects.

    TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR CONTENT.

    YOUR USE OF THE SITE, THE CONTENT, AND SERVICES IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GUIDEPOST AT HOME NOR ANY PERSON ASSOCIATED WITH GUIDEPOST AT HOME MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER GUIDEPOST AT HOME NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, THE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

    TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

    1. Assignment

    You may not assign or transfer these Terms without Our prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

    1. Agreement to Arbitrate and Dispute Resolution
    1. Before filing a claim arising out of or relating to these Terms, the Parties agree to try to resolve the dispute by contacting the other Party through reasonable means and providing notice of the dispute. The Parties to any dispute will use good faith efforts to attempt to reach a resolution. If a dispute is not resolved within thirty (30) days of notice, either Party may bring a formal proceeding.

     

    1. Agreement to Arbitrate. The Parties agree to resolve any claims arising out of or relating to these Terms through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Orange County, California or any other location mutually agreeable to the parties.

     

    1. Governing Law

    All matters relating to the Site, the Content, the Services, these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claism), shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

    1. Waiver and Severability

    No failure by Guidepost at Home to enforce any right or provision of these Terms shall be deemed to constitute a waiver of future enforcement of that right or provision. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be eliminated or limited and the other provisions of these Terms will remain in full force and effect.

    1. Entire Agreement

     

    These Terms, along with our Privacy Policy and the applicable Membership Agreement between You and Guidepost at Home, constitute the sole and entire agreement between You and Guidepost at Home regarding the Site, the Services, and the Content, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

     

    1. Independent Contractor

    Nothing contained or done under these Terms shall be interpreted as constituting either Party the agent Guidepost at Home in any sense of the term whatsoever unless expressly so stated.

    1. No Third Party Beneficiaries

    These Terms do not, and are not intended to, confer any rights or remedies upon any person other than the parties.

    1. Notices

    All notices under this Agreement shall be in writing and shall be deemed to have been given to Guidepost at Home given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

     

    Name: Guidepost at Home LLC

    Address: 10 Orchard, Suite 200; Lake Forest, CA 92630

    Attention: Rebecca Girn, General Counsel

    Phone: (949) 339-1957

    E-mail: legalnotices@tohigherground.com

     

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