Terms of Service

Last Modified 1st May 2017

Welcome to Official Guestbook

Thank you for joining Official Guestbook. We layout here the terms of service (“Terms”) for using Official Guestbook. The Terms represent a legally binding contract between you and Truly Here FZCO, the company which owns this app. By using the app (“Services”) you agree to the Terms. If you don’t agree then don’t use the Services.

There is an Arbitration clause (see section 17) within these Terms whereby you and Truly Here FZCO agree to binding arbitration. You and Truly Here FZCO waive the right to any class wide arbitration and waive the right to participate in any class action lawsuit.

1. Use of Services.

- Only those over the age of 13 can create an account on the Official Guestbook app

- You agree you are able to enter a binding contract with Truly Here FZCO

- You agree to the Terms and will abide by all international, national and state laws and regulations

If setting up an account on behalf of a business entity you are declaring that you are authorised to agree these terms on behalf of the business entity and grant all licenses in these Terms on behalf of that business entity.

2. We grant you the following rights

A personal worldwide, non-assignable, royalty free, revocable, non-exclusive and non-sublicensable license to access the Services for use in accordance with the community guidelines.

You may automatically download and install updates and upgrades of our software which may contain new features. You may be able to adjust such automated downloads via the settings on your device.

You may not sell, lease, distribute, modify or copy any part of the Services nor attempt to reverse engineer the software or extract the source code from it.

3. You grant us the following rights

As the Services contain elements where you can post, upload, store, share, create, send and receive content, you retain any rights to ownership associated with that content that you had at the outset but you grant us a license to use that content.

You grant Truly Here FZCO a worldwide, royalty free, transferable and sublicensable license to host, store, distribute, copy, edit, use, display, modify, adapt and publish that content. The license is restricted for the purpose of operating, improving, developing, promoting and providing the Services and researching and developing new ones.

Because entries into commercial guestbooks are inherently public and are of historical and cultural importance, the license you grant us as to content submitted into those is broader than that of the content in other areas of the Services. In addition to the rights in the previous paragraph you grant us a perpetual license to promote, exhibit, broadcast, sublicense, syndicate, publicly perform, publicly display and create derivative works from that content, in any form, using any known media distribution methods. Where the extent is deemed necessary you grant Truly Here FZCO where you appear in, create, upload or post, the unrestricted worldwide right to use your name, likeness and voice. You thereby will not be entitled to compensation from Truly Here FZCO or its business partners if your name, likeness or voice is conveyed in conjunction with commercial guestbooks or any associated gamification features.

For more information about settings that restrict who can see or watch your content in commercial guestbooks please read the Privacy Policy.

Without any obligation to vet content, we may access, screen, delete or filter your content at any time for any reason including if we deem it in contravention of these Terms or the community guidelines. You alone are responsible for any content you upload, create, post, send or share using the Services.

In consideration for your access and use of the Services you agree that Truly Here FZCO, our business partners and third party affiliates may display advertising within the Services which may appear near your content.

Feedback is always welcome but if a new feature or modification is suggested that we later use, please be aware that no compensation will be due to the user(s) if we decide to use their ideas.

4. Third Party Content

The Services contain significant amounts of content generated by other users, affiliates, business partners and associates, whether in commercial or private guestbooks, publicly displayed unlocking access points (QR codes or other devices) or any other area of the Services. The person or entity that submitted the content or which chooses to display such unlocking access points for guestbooks has sole responsibility for them.

The Terms and Community Guidelines make it clear that Official Guestbook should be used in good faith and not used for undesirable or malicious purposes. As we are unable to review all content or every use of the provided services we cannot guarantee such use will always conform to these Terms or the Community Guidelines.

5. Privacy

By using the Services you agree that Truly Here FZCO retains the right to collect, store, use and transfer your information in line with the provisions of our Privacy Policy.

6. Disallowed Content

You must not upload, store, send or post content within the Services that:

- Defames

- Bullies, harasses, insults, intimidates of purposefully offends

- Spams

- Interferes with the functioning of the software

- Infringes on others’ rights with regards to intellectual property rights or rights of publicity and privacy

7. Disallowed actions

These Terms do not grant you any right to:

- use the content, branding, logos, photos, videos or audio found within the Services

- archive, broadcast, copy, download, display, distribute, perform, syndicate, upload or otherwise use any part of the Services and content therein beyond the allowances in these Terms.

- Use the Services or tools within them or the content contained therein for any commercial use without express permission

You agree to not:

- Use the Services in any illegal manner or any way which contravenes the Terms

- Extract users’ information or content or access the Services by any automated means including but not limited to scrapers, robots and crawlers

- Use or develop third party applications that interface with the Services or utilise the content without prior written consent

- Use the services in any way that leads to interference of other users’ enjoyment of the Services, negatively affects or disrupts the Services or damages, overburdens or limits in any way the normal functioning of the Services or its security, including introducing viruses and malicious code to the Services.

- Use other’s account without their express prior permission to do so

- Distribute unlocking codes of Guestbooks that you do not host

- Post content that is: pornographic, incites hatred, promotes terrorist activities, shows graphic violence or incites violence

- Attempt to access areas of the Services you are not provided access to

- Test the vulnerability of the network or security of the Services

8. Copyright offences

Truly Here FZCO will attempt to remove copyrighted content when alerted to it within a reasonable timeframe. Repeated posting of copyrighted material may lead to that user’s or entity’s account being suspended, blocked or deleted.

9. Account Responsibility

You are responsible for your account, it’s content and the security of the credentials used to access it. We recommend you change your password occasionally and do not share these credentials with others or use passwords used to access other applications.

You agree not to:

- sell, lease, rent or buy usernames or accounts that use Official Guestbook

- Create more than one account

- Create another account when the original has been suspended blocked or deleted by admin, without permission

10. History of your visits

We cannot guarantee that a record of your visits will always be available due to potential operational issues or a decision by admin to terminate your account. It is therefore suggested that you keep a copy of any uploaded content available elsewhere. We cannot guarantee to offer you enough storage space for all your requirements and we reserve to alter such limits at any time. As with other applications building a history of you visits may take up space on your phone’s storage and may incur data usage charges where the user makes such connectivity available.

11. Data charges

We take the cost of data usage, particularly when abroad, seriously and this is why we developed the Services to allow for the unlocking and entries into guestbooks to work without any connectivity enabled. This allows you to interact at the guestbook unlocking location and not have to worry about data charges, as uploading will happen automatically when data connectivity or wifi are restored. However, you are alone responsible for any data charges associated with using the Services and should contact your mobile network provider to clarify any charges.

12. Third Party Services

Any use of services offered by a third party in conjunction with the Services of the Official Guestbook application will be ruled by that third party’s own respective agreements. Such services may include but are not limited to; bookings, ticket purchases and print services for example.

13. Modifications & Termination

As we endeavour to improve the Services, we reserve the right to modify, add or remove functionality or terminate the service at any time and might not provide you with notice of such changes.

Although we hope you don’t, you may terminate this agreement by deleting your account at any time without notice.

Truly Here may also terminate this agreement with you at any time without notice or reason and reclaim your username or terminate your account without notice. If either party terminates the agreement both you and Truly Here remain bound by sections 3, 7, 9 & 10 and 13 – 20 of this agreement.

14. Indemnity

You agree, to the extent permitted under applicable law, to indemnify, defend, and hold harmless Truly Here FZCO, our directors, officers, employees, and affiliates from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including legal fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.

15. Disclaimers

While we look to maintain stable, efficient and available offerings of these Services, it is not something we can guarantee. The Services are provided on an as is and as available basis to the extent permitted by applicable law without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not represent or warrant that: (a) the services will always be secure, error-free, or timely; (b) the services will always function without delays, disruptions, or imperfections; or (c) that any content, user content, or information you obtain on or through the services will be timely or accurate.

Truly Here FZCO takes no responsibility and assumes no liability for any content that you, another user, or a third party creates, uploads, posts, sends, receives, or stores on or through our Services. You understand and agree that you may be exposed to content that might be offensive, illegal, misleading, or otherwise inappropriate, none of which Truly Here FZCO will be responsible for.

16. Limited Liability

To the maximum extent permitted by law, Truly Here FZCO and our managing members, shareholders, employees, affiliates, licensors, and suppliers will not be liable for any indirect, incidental, special, consequential, punitive, or multiple damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: (a) your access to or use of or inability to access or use the services; (b) the conduct or content of other users or third parties on or through the services; or (c) unauthorized access, use, or alteration of your content, even if Truly Here FZCO has been advised of the possibility of such damages. In no event will Truly Here FZCO’s aggregate liability for all claims relating to the services exceed the greater of $100 usd or the amount you paid Truly Here FZCO, if any, in the last 12 months.

17. Arbitration, Class-Action Waiver, and Jury Waiver

a. Applicability of Arbitration Agreement.

You and Truly Here FZCO agree that all claims and disputes, including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved amicably within 6 months or in a small claims court will be resolved by binding arbitration on an individual basis. To be clear: The phrase “all claims and disputes” includes claims and disputes that arose between us before the effective date of these Terms.

b. Arbitration Rules.

Any dispute arising out of or in connection with this contract which cannot be amicably resolved within 6 months, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The number of arbitrators shall be one.

The seat, or legal place, of arbitration shall be DIFC, Dubai, United Arab Emirates.

The language to be used in the arbitral proceedings shall be English.

The governing law of the contract shall be the substantive law of England & Wales.

c. Waiver of Jury Trial.

You and Truly Here FZCO waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. You and Truly Here FZCO are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Truly Here FZCO over whether to vacate or enforce an arbitration award, you and Truly Here FZCO waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.

d. Waiver of Class or Consolidated Actions.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

e. Right to waive.

Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

f. Opt-out.

You may opt out of this arbitration agreement. If you do so, neither you nor Truly Here FZCO can force the other to arbitrate. To opt out, you must notify Truly Here FZCO in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Official Guestbook username and the email address you used to set up your Official Guestbook account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement. You must email the opt-out notice to arbitrationoptout@officialguestbook.com

g. Small Claims Court.

Notwithstanding the foregoing, either you or Truly Here FZCO may bring an individual action in the small claims court.

h. Arbitration Agreement Survival.

This arbitration agreement will survive the termination of your relationship with Truly Here FZCO.

18. Governing Law and Forum.

This agreement shall be governed by and shall be construed in accordance with the law of England & Wales.

Where these terms permit litigation in court you and Truly Here FZCO agree that all claims and disputes, including statutory claims and disputes, arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the English courts. If however the English courts are deemed to lack original jurisdiction over the litigation then the disputes will be litigated exclusively under the DIFC courts, United Arab Emirates. You and Truly Here FZCO submit to the personal jurisdiction of both courts.

19. Severability

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

20. Final Terms

These Terms make up the entire agreement between you and Truly Here FZCO, and supersede any prior agreements.

These Terms do not create or confer any third-party beneficiary rights.

If we do not enforce a provision in these Terms, it will not be considered a waiver.

We reserve all rights not expressly granted to you.

You may not transfer any of your rights or obligations under these Terms without our consent.

These Terms were written in English and to the extent the translated version of these Terms conflict with the English version, the English version will control.