Terms of Use

Last Modified: June 17th 2019

GuildQuality, Inc. and/or its affiliates (“GuildQuality”) provides a web site (available at www.guildquality.com) (the “Website”), and mobile applications (the “Mobile Applications”, and together with the Website, the “Site”), and survey, review and reporting services (“Survey Services” and collectively with the Site, the “Services”) to you (“you” or “your”), the user or respondent of the Service, all of which are governed by these terms and conditions (the “Terms of Use”). By accessing, using or responding to the Services you agree that: (i) you are 18 years or older and have the requisite power and authority to enter into these Terms of Use, (ii) you have read and familiarized yourself with the Terms of Use and you understand the Terms of Use; and (iii) you agree to be bound by these Terms of Use in your use of the Services. If you are or will be using the Services on behalf of an organization, you agree to these Terms of Use on behalf of yourself and that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to both you and that organization. If you do not agree to the Terms of Use, you may not access or use the Services. The Terms of Use, together with our privacy policy (available at https://www.guildquality.com/privacy-policy) (“Privacy Policy”), and any additional terms and conditions specific to a particular Service, all of which are incorporated herein by this reference, constitute the entire agreement (the “Agreement”) between GuildQuality and you (each a “Party” and together, the “Parties”) regarding this subject matter herein and supersede and replace any and all prior or contemporaneous agreements between the Parties regarding such subject matter. For the purpose of these Terms of Use, references to “we”, “us” and “our” include GuildQuality and its affiliates, subsidiaries, agents, representatives, successors, and assigns.

You shall use the Services strictly in accordance with the terms of this Agreement and in a manner consistent with all applicable local, state, national and international laws and regulations. It is a violation of this Agreement for you to use the Services in violation of any applicable laws and regulations or in violation of the rules of any GuildQuality partners and third party service providers. We reserve the right to seek all remedies available at law and in equity for violations of terms of this Agreement, including the right to block access from a particular Internet address to the Services.

Changes in Terms

GuildQuality may, in its sole discretion, modify the terms of this Agreement at any time effective upon posting the modified Agreement, with or without additional notice to you. The most current version of the Terms of Use will always be posted on the Site. If you do not agree to the amended Agreement, you agree to immediately stop using the Services and to provide GuildQuality notice to terminate further Services to you. YOUR CONTINUED USE OF THE SERVICES AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) OF ANY MODIFICATION OR THIS AGREEMENT MEANS YOU ACCEPT AND AGREE TO BE BOUND BY SUCH MODIFIED TERMS.

Using the Site and Mobile Applications


A. Site Availability
The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.


B. User Accounts; Registration, Access & Security
You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. If you use any Service and provide us any information through the Service, such as your and/or your company’s name, mailing address, phone number, credit card information, billing address, zip code, e-mail address, and/or your password (collectively, your “Account Data”) for any accounts associated with you (your “Account(s)”), you agree to provide true, accurate, current, complete and up-to-date information. If you provide any information that is untrue, inaccurate, non-current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then we have the right to terminate or refuse any and all current or future access or use of the Services (or any portion thereof). We reserve the right to take any action that we deem necessary to ensure the security of the Services and your Account, including without limitation changing your password, terminating your Account, or requesting additional information to authorize transactions on your Account. You are solely responsible for keeping your Account Data and any security questions and responses associated with your Account confidential and you agree not to disclose your password to any third party. Anyone with knowledge of or access to your Account Data or the security questions and responses associated with your Account can use that information to gain access to your Account. You are solely liable for any claims, damages, losses, costs, or other liabilities resulting from or caused by any failure to keep your Account Data and the security questions and responses confidential, whether such failure occurs with or without your knowledge or consent. You will immediately notify us of any suspected or actual unauthorized access to or use of your Account Data or any other breach of your Account security. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.


C. Authorized Use; Restrictions on use and Eligibility
The Services and information provided on the Site is for the exclusive use of GuildQuality and its users for their own use, whether such users are paying-customers (“Members”) or not.

You will not purchase, use or access the Services for any reason other than the business purpose for which it was intended. You will not take any of the following actions with respect to the Services or any of our servers nor will you purchase, use or access the Services to upload, post, e-mail, distribute, transmit, link, solicit or otherwise make available any content or use the Services in any manner that: (i) uploads or transmits any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, commercial or otherwise; (ii) decompiles, uses reverse engineering, disassembles, derives the source code of or decrypts the Services or server hosting the Services; (iii) manipulates or otherwise displays the Site by using framing, mirroring or similar navigational technology or directly links to any portion of the Site other than the main homepage located at www.GuildQuality.com; (iv) uses any robot, spider, scraper or other automatic or manual means to access the Services or copies any content or information on the Services; (v) removes, obscures, or alters any proprietary notices (including any notice of copyright or trademark) of GuildQuality or its affiliates, partners, suppliers or the licensors; (vi) modifies, adapts, improves, enhances or makes any derivative work from the Services; (vii) disables, abuses, overburdens, impairs or otherwise interferes with or interrupts the Services or any hardware, software, system or network connected with the Services; (viii) probes, scans, or tests the vulnerability of or breach the authentication measures of the Services or any related networks or systems; (ix) interferes with any other party’s use and enjoyment of the Services; (x) infringes the copyright, trademark or any proprietary rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (xi) compiles, uses, downloads or otherwise copies any user information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party; (xii) is fraudulent, malicious or unlawful, unauthorized or contains defamatory or illegal information, images, materials or descriptions; (xiii) promotes or provides instructions for illegal activities; (xiv) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; (xv) disseminates viruses or other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware; (xvi) attempts to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means; (xvii) accesses systems, data or information not intended by GuildQuality to be made accessible to you, or (xviii) for purposes of building a competitive product or service or for any other competitive purposes. GuildQuality may, in its sole and absolute discretion, refuse to provide any Services, in whole or in part, to any party.


D. Types of Users

    i. Members
Members’ use of the Services may be used for the analysis of such Members’ performance, comparison to peer performance, and, at each such Member’s election, for marketing purposes to prospective homeowners and other customers of such Member. Any unauthorized use is strictly prohibited. By using the Services, you acknowledge and agree that you will not use the Services or any data or toolset provided thereunder for any purpose other than stated herein.

    ii. Other Users
Non-Member users’ accounts are for your personal, non-commercial use only. In creating a non-Member account, we ask that you provide complete and accurate information about yourself to bolster your credibility as a contributor to the Site. You may not impersonate someone else (e.g., adopt the identity of a celebrity or your next-door neighbor), create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts.

CONTENT


A. Ownership and use of Data
Through its activities, GuildQuality is provided with and/or produces proprietary data, including but not limited to permit data, homeowner or Members’ customer data, project data, homeowner survey response data, and analyses and reports pertaining to or derived from this data (collectively, the “Data”). GuildQuality owns all Data made available to it or produced by its Services, including the content of any survey responses. Members may use of all Data pertaining specifically to them, their homeowners and their survey feedback, and will have access to this Data so long as they remain Members. Such Members immediately forfeit any license and rights to the Data and any right of use or access to it once their access to the applicable Services is terminated.

GuildQuality may, at its sole discretion, use the Data from time to time for its own purposes, including but not limited to the production of averaged survey results for peer comparison purposes, providing builder information, offerings, and/or other information to homeowners, and providing manufacturer, vendor, subcontractor, homeowner, or other information to the public and any of GuildQuality’s affiliates. Except as specified in our Privacy Policy and otherwise contractually agreed to, GuildQuality may use the Data at its sole discretion.


B. Responsibility for your Content
You alone are responsible for the reviews, comments, photos, statements, ideas, questions or other content (collectively, your “Content”) and all Data that you provide to us or otherwise upload to the Site, and once published, it cannot always be withdrawn. You assume all risks associated with your Content and all Data that you provide to us or otherwise upload to the Site, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of such information that makes you personally identifiable. You represent and warrant that all Content that you submit or post complies with any guidelines or rules of the United States Federal Trade Commission, including but not limited to FTC 16 CFR Part 255, regarding truth-in advertising and disclosure requirements. You represent and warrant that all Content you submit through the Services or to GuildQuality is accurate, truthful and non-deceptive and that all Content has evidence to back up the claims made. You further represent and warrant that you own or otherwise control all of the proprietary rights to the Content that you submit or post to through the Services and that you will indemnify GuildQuality for all claims resulting from any Content and all Data that you provide to us or otherwise upload through the Services. You may not imply that your Content is in any way sponsored or endorsed by GuildQuality. You may expose yourself to liability if, for example, your Content or the Data that you provide to us or otherwise upload to the Site contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation. If you post or submit any Content to the Services or us, you acknowledge and agree that all such Content shall comply with the terms of this Agreement. By uploading or otherwising providing your Content to GuildQuality, you grant us all right, title, and interest to your Content for use on any media and in any form. If you provide any names or user names in connection with such Content, you grant us all right, title, and interest to that name or user name.


C. Other
We reserve the right to actively monitor the use of the Services and use any information gathered during such monitoring for any permissible purpose under our Privacy Policy. Additionally, we may, at any time as we deem appropriate, modify, delete or remove any materials from the Services that, in our sole discretion, may be illegal, may subject us to liability, may violate the terms of this Agreement, or are, in our sole discretion, reflects poorly on us or is inconsistent with our purpose for the Services. Nevertheless, GuildQuality otherwise has no obligation to monitor or review any content submitted to the Services. User Content (including any survey response Content or Data) does not necessarily reflect the opinion of GuildQuality. We have no obligation to retain or provide you with copies of your Content, nor do we guarantee any confidentiality with respect to your Content.


D. Copyright Infringement Notification
GuildQuality responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify GuildQuality[ by emailing support@guildquality.com.

Pricing; Late Fees

Unless otherwise explicitly agreed to in writing, GuildQuality may revise the pricing to its Members for any Service upon thirty (30) days’ notice to such Members. GuildQuality’s prices are its base Services. GuildQuality also offers additional, premium services for which Members must pay additional fees in order to use.

Past due invoiced amounts are subject to interest at a rate of 1.5% per month on any outstanding balance from the invoice date, or the maximum amount permitted by law, whichever is less, plus all expenses of collection, and you agree to pay such interest charges and all collection expenses.

Cancellation or Termination; Suspension

Unless otherwise contractually agreed to between you and GuildQuality, you may cancel any Service you have purchased by providing written notice of cancellation to GuildQuality at least (30) days’ prior to the end of the current term for which you subscribed. Additionally, upon any notice of notification, GuildQuality may, at its sole discretion, accelerate the unpaid balance remaining through the duration of the then current term. ALL SALES ARE FINAL. GuildQuality is under no obligation to refund any payments to you for any reason.

Notwithstanding the term of your subscription of the Services, GuildQuality may, at its sole discretion, for any or no reason, and at any time, discontinue your access and use of the Services, including but not limited to for reason that: (a) you have materially breached this Agreement; (b) you cease your business operations or have become subject to insolvency proceedings, and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for thirty (30) days past the due date.

UNLESS GUILDQUALITY HAS EXPRESSLY GRANTED YOU SUCH RIGHT IN WRITING, NO USE OR ACCESS OF GUILDQUALITY DATA, REPORTS, LOGOS, MARKETING MATERIALS, LINKS, OR ANY OTHER MATERIALS RELATING TO THE SERVICES SHALL BE CONTINUED FOLLOWING TERMINATION OF THE SERVICES, REGARDLESS OF THE MANNER BY WHICH THE SERVICES ARE TERMINATED.

No Warranties

ALL CONTENT PROVIDED TO YOU THROUGH THE SERVICES IS PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS AND, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUILDQUALITY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GUILDQUALITY MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS SITE OR THE SERVICES. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SERVICES IS AT YOUR SOLE RISK.

GUILDQUALITY MAKES NO REPRESENTATIONS OR WARRANTIES THAT (1) USE OF THE SERVICES WILL BE UNINTERRUPTED, COMPLETELY SECURE OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SERVICES IS FREE OF VIRUSES, (2) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE, OR (3) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

GuildQuality has no control over and no duty to take any action regarding: other users’ behavior; what effects the content on the Site (including any Users’ Content) may have on you; how you may interpret or use such content; or what actions you may take as a result of having been exposed to such content. GuildQuality makes no representations concerning any content or information on its Site or through its Services.

Limitation of Liability

IN NO EVENT SHALL GUILDQUALITY, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, AGENTS, PARTNERS AND EMPLOYEES, BE LIABLE FOR ANY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, THE PRODUCTS, OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOST GOODWILL OR LOST SALES. IN NO EVENT SHALL THE TOTAL LIABILITY OF GUILDQUALITY TO YOU FOR ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR THE USE OF THE SERVICES, PRODUCTS OR THE WEB SITE EXCEED, IN THE AGGREGATE, THE EQUIVALENT OF ONE (1) MONTH OF YOUR MEMBERSHIP FEE. THE FOREGOING LIMITATION SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

Indemnity

You agree to indemnify and hold GuildQuality, and its subsidiaries, affiliates, directors, officers, agents, partners, employees, successors and assigns harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services, your violation of this Agreement, your violation of any rights of another, or your violation of any federal, state or other law, rule, regulation in the United States or any other country in the world or any breach of any of your representations, warranties and/or covenants related thereto.

Trademarks and Copyrights

The contents of the GuildQuality Services and all surveys and other reports produced by GuildQuality pursuant to the Services are the intellectual property of GuildQuality and are protected by law, including but not limited to United States and international copyright and trademark law. In addition, GuildQuality, GuildQuality.com, GuildQuality Member, Guildmaster and the logos thereof are trademarks or service marks, or registered trademarks or registered service marks of GuildQuality. The marks, contents of the surveys, Website, Mobile Applications, and other reports may not be altered or modified and may only be displayed, reproduced, or distributed by you for the sole purpose of communicating your company’s performance to the Member’s employees, customers, prospective customers, and colleagues. Otherwise, you must obtain our written permission prior to using any of our trademarks or service marks. Additionally, GuildQuality’s custom icons, graphics, logos, and scripting on the Services may be covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, modified or used, in whole or in part, without our prior written permission.

Third Party Sites

Some links provided through the Services may navigate you away from such Service or redirect you to other web sites, including web sites operated by third parties. Please be aware that those web sites may collect personally identifiable information (“PII”) from or about you and non-PII about your visit. The linked sites are not under the control of GuildQuality, and the content available on the web sites linked to the Services does not necessarily reflect the opinion of GuildQuality. We provide these links to other web sites as a convenience to you, and access to any other web sites linked to the Services is at your own risk. The inclusion of any link does not imply a recommendation or endorsement by GuildQuality of the linked web site. You should review the terms of use and privacy policies that are posted on any web site that you visit, before using any linked web sites. We accept no liability for any information, products, advertisements, content, services or software accessible through these third party web sites or for any action you may take as a result of linking to any such web site. We are under no obligation to maintain any link on the Services and may remove a link at any time in our sole discretion for any reason whatsoever. We shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such web site. We are not responsible for the privacy practices of any other web sites.

Electronic Communication

When you use the Services or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail, sending you messages through the Mobile Applications, text message if you have provided us with your phone number, or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Additionally, You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.

GuildQuality has already or may in the future implement surveying through SMS communications and/or by other telephonic means as part of the Services. By using the Service as a Member, you agree that you have obtained the express written consent of all survey recipients for GuildQuality to contact such recipients by SMS or telephonic means. You also agree to comply with all applicable laws relating to SMS and telephonic communications including, but not limited to, the Telephone Consumer Protection Act. We provide SMS recipients with an opt-out process, but all such recipients must notify us in writing of their intention to opt-out. This is done either from our website or by sending a text message from your phone to a pre-determined short code provided in each text.

Notices

Notices shall be given:

To GuildQuality: To be valid, notices must be sent by e-mail (notices@guildquality.com) and by certified mail, return receipt requested, to GuildQuality, Inc., 225 Ottley Drive, Suite 200, Atlanta, GA 30324, or to such other address as may be designated from time to time. Notices to GuildQuality shall be deemed to have been received three (3) days after the date of mailing by certified mail, return-receipt requested.

To you: Notices to you will either be posted on this Site or will be sent by e-mail to the e-mail address reflected in your registration information.

No Relationship

By using these Services, the Member acknowledges and agrees that use of the Services makes neither you nor GuildQuality an agent, representative, broker, employee, partner, or joint venture of the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, agency, franchise or partnership between the Parties or to impose any partnership obligation or liability upon either Party. However, if you have granted us permission to survey your customers, you agree that that we may contact your customers as your agent.

Assignment

We may assign this Agreement or any part of it without restrictions. You may not assign this Agreement without our prior express written consent.

Choice of Law; Consent to Jurisdiction

This Agreement and all questions with respect to the interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia, without regard for conflict of laws provisions. By using the Services you expressly consent to personal and exclusive jurisdiction in the courts of the State of Georgia located in Fulton County.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

Waiver

The failure of GuildQuality to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.