Terms of Use
Hola Guide Terms of Use
Last Updated: March 2, 2009
These terms apply to your use of the www.holaguide.com website (the "Site"). By accessing, browsing, crawling, scraping or in any way using the Site, you agree to these terms, our privacy policy (the "Privacy Policy"), and all other guidelines or policies referenced herein (collectively, the "Terms of Use"). Please read the Terms of Use carefully. Your use of the Site constitutes your acceptance of the Terms of Use. Do not use the Site if you are unwilling or unable to be bound by the Terms of Use.
1. Definitions
a. A "user" is anyone who accesses, browses, crawls, scrapes, or in any way uses the Site. The terms "you" and "your" refer to you, as a user of the Site. The terms "we", "us", and "Hola Guide" refer to Hola Guide, an entity owned by Red Shack Ventures, Inc., a Delaware registered corporation.
b. "Content" means text, images, photos, audio, video, and all other forms of data or communication. "Your Content" means Content that you submit, post, or transmit to, or using, the Site, such as ratings, reviews, compliments, information that you display as part of your account profile, or other commentary that you may submit, post, or transmit to, or using, the Site. Your Content does not include the information that you submit in order to create an account on the Site. "User Content" means Content that users submit, post, or transmit to, or using, the Site. "Hola Guide Content" means Content that is created by Hola Guide and made available on the Site. "Third Party Content" means Content that is made available on the Site by parties other than Hola Guide or the users. "Site Content" means all of the Content that is made available on the Site, including Your Content, User Content, Third Party Content, and Hola Guide Content.
2. Eligibility
You must be at least 18 years old. Otherwise, you may not use the Site. If you use the Site on behalf of a company, entity, or organization, you must be an authorized representative with the authority to bind it to the Terms of Use (which authority you hereby exercise).
3. Changes to the Terms of Use
Hola Guide may modify the Terms of Use at any time. When changes are made, we will notify you by making the revised version available on this webpage and will indicate at the top of this page the date that revisions were last made. You should revisit these Terms of Use on a regular basis as revised versions will be binding on you. Any such modification will be effective upon Hola Guide's posting of new Terms of Use. Your continued use of the Site after any posted modification to the Terms of Use indicates your acceptance of the modification.
4. User Accounts
To use some of the features on the Site, you may be required to create an account and provide information about yourself to us. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. 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. There are two types of accounts:
a. A "Personal Account" is an account for your personal, non-commercial use only, and may be used to submit, post, and transmit reviews, ratings, messages, compliments, commentary, photographs, and other types of User Content. In creating a Personal Account, we ask that you provide complete and accurate information about yourself in order to bolster your credibility as a contributor to the Site, though you may opt instead to provide information that does not make you personally identifiable. Notwithstanding the foregoing, you may not impersonate someone else (e.g., adopt the identity of a celebrity or your next-door neighbor), provide an email address other than your own, or create multiple Personal Accounts.
b. A "Standard Organizational Account" is an account for use on the Site as a representative, customer or affiliate of an organization that is listed on the Site. In creating or updating a Standard Organizational Account, you must be either a representative, customer or affiliate of the organization in question, and you must provide complete and accurate information about yourself and the related organization. You may not provide an email address that is not your own or create multiple Standard Organizational Accounts for the same organization.
c. A "Premium Organizational Account" is a paid account for use on the Site as a representative of an organization that is listed on the Site. In creating or updating a Premium Organizational Account, you must be an authorized representative of the organization in question, and you must provide complete and accurate information about yourself and the organization you represent. You may not provide an email address that is not your own or create multiple Premium Organizational Accounts for the same organization.
5. Use of the Site
a. Subject to the restrictions in these Terms of Use, Hola Guide grants you permission to use the Site, including the ability to: (a) search for local business and services, (b) read, write, and share reviews about local businesses, (c) send messages to other Users, and (d) invite people you know to register with Hola Guide.
b. You will be exposed to User Content and Third Party Content on the Site. You understand that such content may be offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. Hola Guide does not endorse User Content or Third Party Content, and cannot vouch for its accuracy.
6. Restrictions on Use
You agree that you will not:
a. use the Site to threaten, stalk, defraud, incite, harass, or advocate the harassment of another person, or otherwise interfere with another user's use of the Site;
b. use the Site to transmit or post spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;
c. use the Site for promotional or commercial purposes, except as expressly permitted by Hola Guide;
d. use the Site in a manner that may create a conflict of interest, such as trading reviews with other business owners or writing or soliciting shill reviews;
e. use the Site for keyword spamming or to otherwise attempt to manipulate search results;
f. use the Site to promote bigotry or discrimination against protected classes;
g. use the Site to violate any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
h. use the Site to transmit or post pornography or illegal content;
i. use the Site to solicit personal information from minors or to harm or threaten to cause harm to minors;
j. use the Site in violation of the Terms of Use or any applicable law;
k. modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by Hola Guide;
l. reverse engineer any portion of the Site, except as may be permitted under the law;
m. remove or modify any copyright, trademark or other proprietary rights notice on the Site or on any materials printed or copied off of the Site;
n. record, process, or mine information about other users;
o. use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Site or any Site Content;
p. access, retrieve or index the Site to construct or populate a searchable database of business reviews;
q. reformat or frame any portion of the Site;
r. take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on Hola Guide's technology infrastructure;
s. attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means; use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses"); use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; make excessive traffic demands; use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
7. Permission to Use Your Content
a. You grant Hola Guide the irrevocable right to use Your Content for any purpose, including but not limited to the right to reformat it, edit it, publish it, associate it with your account name, incorporate it into other works, create derivative works from it, distribute it, promote it, and license these same rights to third parties for use in connection with other media platforms ("Other Media").
b. You grant the Site's users and the users of any Other Media the irrevocable right to access Your Content in connection with their use of the Site and any Other Media.
c. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Content.
8. Responsibility for Your Content
a. You are solely responsible for Your Content. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Hola Guide.
b. Because you alone are responsible for Your Content (and not Hola Guide), you may expose yourself to liability if, for example, Your Content violates a third party's rights, 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 false, intentionally misleading, or defamatory; 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.
9. Use of Content
a. Hola Guide may or may not use User Content in its sole discretion. For example, we may choose not to publish User Content if we believe it violates the Terms of Use or content guidelines. In addition, please note that 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.
b. Hola Guide may display advertisements and other information adjacent to or included with Your Content on the Site and Other Media. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
10. Site Availability
Hola Guide reserves the right (but is under no obligation) to modify, update, or discontinue the Site at its sole discretion, at any time, for any or no reason, and without notice or liability.
11. Unauthorized Access
Hola Guide reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Site, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.
12. Investigations
Hola Guide is under no obligation to monitor the Site or Site Content. However, we reserve the right to investigate possible violations of the Terms of Use, block users from the Site, and refer matters to law enforcement authorities for further investigation. Hola Guide may disclose information to third parties, including Your Content, in accordance with its Privacy Policy.
13. Feedback
a. Dissatisfaction. If you are dissatisfied with the Site, please let us know by providing feedback to the customer support team through our contacts page here. Your input is valuable to us. Your only other remedy with respect to any dissatisfaction with (i) the Site, (ii) the Terms of Use, (iii) any policy or practice of Hola Guide in operating the Site, or (iv) any content or information transmitted through the Site, is to terminate the Terms of Use and close your account.
b. Suggestions and Improvements. By sending us any ideas, suggestions, documents and/or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.
14. Termination
a. Hola Guide may terminate or suspend your account or ability to use the Site, in whole or in part, at Hola Guide's sole discretion, for any or no reason, and without notice or liability of any kind. For example, we may terminate or suspend your account or ability to use the Site if you breach the Terms of Use or are suspected of involvement in illegal activity. Any such termination or suspension could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information.
b. You may terminate the Terms of Use at any time by closing your account, discontinuing your use of any and all parts of the Site.
c. In the event of any termination, whether by you or us, Sections 7, 8, 9, 12, 13, 14, 15, 16, 17, and 19of the Terms of Use will continue in full force and effect, including Hola Guide's rights with respect to Your Content, as detailed in Section 7.
15. Ownership
Hola Guide owns the Hola Guide Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding User Content and Third Party Content. Hola Guide also owns the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the Hola Guide Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Hola Guide Content in whole or in part except as expressly authorized by Hola Guide. Except as expressly and unambiguously provided herein, Hola Guide does not grant you any express or implied rights, and all rights in and to the Site and the Hola Guide Content are retained by Hola Guide.
16. Warranties, Disclaimers, and Limitations of Liability
a. THE SITE AND ALL SITE CONTENT IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS. HOLA GUIDE MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE SITE, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ORGANIZATIONAL REVIEWS AND ORGANIZATIONAL INFORMATION LISTED ON THE SITE, AND (3) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE SITE OR SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE PRODUCTS AND SERVICES SOLD BY ORGANIZATIONS LISTED ON THE SITE. HOLA GUIDE FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM HOLA GUIDE OR THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.
b. HOLA GUIDE DISCLAIMS ALL LIABILITY FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) ORGANIZATIONAL INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION OF HOLA GUIDE OR ANY THIRD PARTY, OR (E) LOSS OF INFORMATION OR DATA.
c. HOLA GUIDE FURTHER DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE SITE AND SITE CONTENT. YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE SITE.
d. HOLA GUIDE ALSO DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS ON THE SITE. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH BUSINESSES, ADVERTISERS, AND USERS ARE SOLELY BETWEEN YOU AND THEM, THOUGH HOLA GUIDE RESERVES THE RIGHT (BUT HAS NO OBLIGATION) TO MONITOR DISPUTES BETWEEN YOU AND THEM.
e. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
f. HOLA GUIDE'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO HOLA GUIDE IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US$50.00.
17. Indemnity
You agree to indemnify and hold Hola Guide, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Site, (ii) your violation of the Terms of Use, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Hola Guide reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Hola Guide. Hola Guide will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
18. Third Parties
a. The Site may include links to other websites (each, a "Third Party Site"). Hola Guide does not control or endorse any Third Party Site, and you agree that Hola Guide is not responsible for the availability or contents of such Third Party Sites.
b. The Site's mapping feature is powered by Google Inc. Your use of the mapping feature is governed by Google Inc.'s terms of use located at http://maps.google.com/help/terms_maps.html (or such other URL as may be updated by Google Inc.).
19. Miscellaneous
a. If there is any dispute about or involving the Site or Hola Guide, you agree that any such dispute will be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts in San Francisco County, California.
b. No agency, partnership, joint venture, or employment is created as a result of the Terms of Use, and you do not have any authority of any kind to bind Hola Guide in any respect whatsoever.
c. Hola Guide may provide you with notices, including those regarding changes to the Terms of Use by email, regular mail or postings on the Site.
d. Except as otherwise stated in Section 20 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
e. The Terms of Use contain the entire agreement between you and Hola Guide regarding the use of the Site, and supersede any prior agreement between you and Hola Guide on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms of Use.
f. The failure of Hola Guide to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
g. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable.
h. The Terms of Use are not assignable, transferable or sublicensable by you except with Hola Guide's prior written consent, but may be assigned or transferred by Hola Guide without restriction. Any assignment attempted to be made in violation of the Terms of Use shall be void.
i. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.
20. Contact and Violations
Please contact us with any questions regarding the Terms of Use. Please report any violations of the Terms of Use to our legal department through the contacts page here.
21. Marks
Hola Guide and the Hola Guide logo are proprietary service marks of Red Shack Ventures, Inc.
