Terms of Use

Last Updated April 9, 2024

Effective date: April 9, 2024

Welcome to Guilded. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at support@guilded.gg.

These Terms of Use (the “Terms”) are a binding contract between you (“You” or “User”) and GUILDED, LLC. (“Guilded,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy, Copyright Dispute Policy, and Community Guidelines. Additionally, your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

 

PLEASE READ THESE TERMS CAREFULLY BEFORE BEGINNING TO USE THE SERVICES, AS THEY SET FORTH A LEGALLY BINDING AGREEMENT BETWEEN YOU AND GUILDED. BY USING THE SERVICES, YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION AND STATE OF RESIDENCE, AND UNDERSTAND, ACCEPT, AND AGREE TO BE BOUND AND ABIDE BY THE TERMS.  IF YOU DO NOT AGREE TO THE TERMS, YOU MUST NOT USE THE SERVICES.

IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY (A “MINOR”) IN YOUR JURISDICTION OR STATE OF RESIDENCE, BEFORE USING THE SERVICES, YOUR PARENT OR LEGAL GUARDIAN MUST READ AND CONSENT TO THE TERMS. BY PERMITTING A MINOR TO USE THE SERVICES, A MINOR’S PARENT OR GUARDIAN BECOMES SUBJECT TO THE TERMS AND AGREES TO BE RESPONSIBLE FOR THE MINOR’S ACTIVITIES ON THE SERVICES.

We do not knowingly collect or solicit personally identifiable information from children under 13 years of age. If you are a child under 13 years of age, you must not attempt to register for or otherwise use the Services. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at support@guilded.gg

These Terms cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, and, for U.S. users, a class action waiver and an agreement for resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Section 16 below outlines how disputes between you and Guilded will be resolved.  For U.S. users, the Terms include A BINDING, INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER.  THIS MEANS THAT YOU GIVE UP THE RIGHT TO BRING AN ACTION IN COURT, INDIVIDUALLY OR AS PART OF A CLASS ACTION.

 

1. Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at guilded.gg, send you an email, and/or notify you by some other means. 

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. 

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

2. What about my privacy?

Guilded takes the privacy of its users very seriously. For the current Guilded Privacy Policy, please click here.

 

3. What are the basics of using Guilded?

You may be required to sign up for an account, select a password and user name (“Guilded User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Guilded User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your Guilded User ID, account or password with anyone, and you must protect the security of your Guilded User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Guilded User ID and account.

4. What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Guilded sends you (for example, via email). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. 

 

5. Are there restrictions on how I can use the Services?

 

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

(a) infringes or violates the intellectual property rights or any other rights of anyone else (including Guilded);

(b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Guilded;

(c) is dangerous, harmful to other users, fraudulent, deceptive, threatening, harassing, defamatory, or obscene;

(d) jeopardizes the security of your Guilded User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);

(e) attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f) violates the security of any computer network, or cracks any passwords or security encryption codes;

(g) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

(h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

(i) copies or stores any significant portion of the Content; or

(j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services. Guilded has a zero-tolerance policy against child pornography and will terminate any account and make reports to the appropriate law enforcement authorities about any user who publishes or distributes child pornography.

6. What are Subscription Services? 

Guilded’s subscription services (“Subscription Services”) allow creators who create a server on Guilded (“Creators”) to engage with patrons who have purchased subscriptions from Guilded to support the Creator’s server (“Subscribers”). When we use the word “you” in these Terms, it refers to any user, regardless of whether he or she is a Creator or Subscriber, while if we use one of those specific terms, it only applies to that category of user.

We can’t and won’t be responsible for ensuring that information (including credentials) a Creator or Subscriber provides about himself or herself is accurate or up-to-date. We don’t control the actions of any Creator or Subscriber, and Creators aren’t our employees. 

You hereby acknowledge that Guilded does not supervise, direct, or control any Creator and expressly disclaims any responsibility and liability for the Creator or Creator’s servers, including but not limited to any express or implied warranties to the fullest extent permitted by law.

Are there any Subscription Services terms specific to me as a Creator or Subscriber?

Creators: To use Subscription Services as a Creator, create and launch your server on Guilded, link your account to Stripe (which will include linking your bank account information to Stripe), and start inviting users to your server. As a Creator you make your server available on Guilded and have the ability to set tiers of subscriptions for your server and the applicable fees for each tier, and we will provide server subscriptions to Subscribers. 

We will remit to you on a monthly basis (or more or less frequently, as determined in Guilded’s discretion) via the payment method connected to your account on the Services: (a) the payout due to you from your server subscriptions, less payment processing fees (“Payouts”) and (b) depending on the region, certain taxes and ancillary fees.  The rates payable to you for Payouts are set forth at https://support.guilded.gg/hc/en-us/articles/1500002339481-Server-Subs-Get-started, which may be updated from time to time.  It is your responsibility to check the Payouts page for any changes, and your continued use of the Services will constitute your consent to the applicable updated rates. Notwithstanding anything else, Guilded may deduct any chargebacks or refunds from any payouts owed or payable to you. You acknowledge that sometimes such activities can put your account balance into the negative. If your balance becomes negative then we reserve the right to recover those funds from future payouts.

You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Guilded may seek to attract new users to Guilded and to increase existing use of Guilded’s services. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in these Terms.

No Creator may collect any information from or relating to Subscribers (“Subscriber Information”), whether via the Services or Creator servers, or otherwise, beyond what is necessary to provide its products or services as part of the Creator’s server on Guilded (the “Creator Services”) to the applicable Subscriber from or about whom such Subscriber Information was collected. Creator also must not use any Subscriber Information beyond what is necessary to perform the Creator Services for such applicable Subscriber. Upon the conclusion of the Creator Services for a Subscriber (or otherwise upon the request of such Subscriber or Guilded), Creator must properly destroy all Subscriber Information from or relating to such Subscriber and make no further use of it whatsoever. Creators must collect, use, maintain, and transmit all Subscriber Information in compliance with all applicable laws.

Subscribers:  As a Subscriber, you may purchase subscriptions from Guilded to support a certain Creator or Creator server. You acknowledge and agree that Creators’ server subscriptions vary, and we have no control over a Creator’s specific offerings and cannot guarantee the identity of a Creator or the validity of any claims they make. Please see section 12 below titled “Do the Services cost anything” for more information on fees and charges for our Subscription Services.

7. What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you agree not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Guilded’s) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Guilded owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

8. What about anything I contribute to the Services – do I have to grant any licenses to Guilded or to other users?

a. User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with the Guilded Community Guidelines and all applicable laws, rules and regulations. 

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) promotes hateful, defamatory, or discriminatory content or incites hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

b. Licenses

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Guilded a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal Guilded account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Guilded the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Guilded the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. 

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Guilded the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Guilded users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Guilded’s business. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, but you understand and agree that it may not be possible to completely delete that content from Guilded’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users. 

Certain features of the Services allow you to share information with others, including through your social networks or other accounts (“Third Party Accounts”), such as Twitter. When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize Guilded to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request. 

Finally, you understand and agree that Guilded, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

9. What if I see something on the Services that infringes my copyright?

We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate accounts that we determine to be repeat infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here.

 

10. Who is responsible for what I see and do on the Services?

 

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk. Guilded is not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. For example, Guilded provides communication channels such as forums, communities, or chat areas designed to enable you to communicate with other Guilded users. We have no obligation to monitor these communication channels but may do so in connection with providing the Services. We may also terminate or suspend your access to any of these communication channels at any time, without notice, for any reason. 

We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. 

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Guilded, such as YouTube. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Guilded is not responsible for such risks. 

Guilded has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Guilded will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize in connection with the Services, such as YouTube (the Terms of Service of which are at: https://www.youtube.com/t/terms), as those policies and terms will govern your interaction with any such third-party websites or services. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Guilded shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Guilded is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Guilded and the Affiliated Parties (as defined in Section 17 below) from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

 

11. Will Guilded ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services in our sole discretion, and without notice. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

 

12. Do the Services cost anything?

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

 

a. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see https://support.guilded.gg/ for a description of the current Paid Services and the fees applicable to the Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. If you are located in a jurisdiction in which we are required to charge and collect tax (e.g., VAT, sales or other taxes), this tax is added to the total fees for the Paid Services.

 

b. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

 

c. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

 

d. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO YOUR SETTINGS.

 

e. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT YOUR SETTINGS PAGE. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

 

f. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

 

g. Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your settings page, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to your settings or, for mobile applications, cancel your subscription in the subscription management section of the applicable App Store.  If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR SETTINGS OR TERMINATE YOUR GUILDED ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, GUILDED WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

 

h. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

 

i. Refund Policy.  WE DO NOT OFFER ANY REFUNDS OR CREDITS FOR FEES ALREADY PAID FOR THE PAID SERVICES, EXCEPT AS REQUIRED BY LAW, INCLUDING WITHOUT LIMITATION IN THE EVENT OF YOUR TERMINATION OR CANCELLATION OF THE PAID SERVICES.  WE RESERVE THE RIGHT TO MODIFY OUR REFUND POLICY AT ANY TIME.

 

13. What if I want to stop using the Services?

 

You’re free to do that at any time in your settings page or by contacting us at support@guilded.gg; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services. 

Guilded is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Guilded has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Guilded.

If you have deleted your account by mistake, contact us immediately at support@guilded.gg – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

14. What about Mobile Applications?

You acknowledge and agree that the availability of our mobile application is dependent on the third-party stores from which you download the application, e.g., the App Store from Apple or the Google Play Store from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

 

15. I use the Guilded App available via the Apple App Store – should I know anything about that?

 

These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:

1. Both you and Guilded acknowledge that the Terms are concluded between you and Guilded only, and not with Apple, and that Apple is not responsible for the Application or the Content;
2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
3. You will only use the Application in connection with an Apple device that you own or control;
4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
6. You acknowledge and agree that Guilded, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
7. You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Guilded, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
9. Both you and Guilded acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
10. Both you and Guilded acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

16. What if I have a Dispute with Guilded?

Except as otherwise permitted in the Terms, you agree that any dispute, claim, or controversy you may have with Guilded arising under or relating in any way to the Terms or the Services (“Dispute”) will be governed and resolved through the Mandatory Informal Dispute Resolution (“MIDR”) process (as outlined below). 

FOR U.S. RESIDENTS ONLY: If the MIDR process has been completed but the Dispute remains unresolved, you agree that such Dispute will be determined through binding arbitration (as outlined below) and not through litigation. This agreement applies regardless of the legal theories involved in the Dispute and regardless of whether the Dispute is with Guilded, its subsidiaries, affiliates or parent company, or any suppliers or service providers involved with the Services, or their officers, directors, employees, agents, or successors. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GIVING UP THE RIGHT TO FILE A LAWSUIT IN COURT BEFORE A JUDGE OR JURY, INCLUDING IN A CLASS ACTION, FOR ANY DISPUTES SUBJECT TO THE ARBITRATION PROVISION BELOW.

a. Mandatory Informal Dispute Resolution.  We hope there’s never a Dispute between us. But if there is, we both recognize and agree that good faith, informal efforts to resolve Disputes often result in prompt, low-cost, and mutually beneficial outcomes. Therefore, we each agree that—before either of us may commence an arbitration or assert any claim in court, except as set forth in Section 16(a)(vi), below—we will engage in the following MIDR process:

i. Notice. To initiate the MIDR process, the party with a Dispute must first give written notice to the other party.

1. 1. 1. 1. To notify Guilded, you must send written notice to Guilded,  970 Park Place Ste. 100, San Mateo, CA 94403 USA by certified U.S. Mail or by Federal Express (or international equivalent), providing: (a) the User’s full name, Guilded username, and any email or billing address associated with the User’s Guilded Account; (b) the name and contact information of the User’s counsel, if User is represented by counsel; (c) a brief description of the User’s Dispute and the resolution requested; and (d) any records of your previous attempts to resolve the Dispute, if they exist.
         2. To notify a User, Guilded will send a written notice to the email address or billing address that the you provided to Guilded (or, if none is provided, through the messaging system on the Guilded Service); that notice will include (a) the name and contact information of Guilded’s counsel; and (b) a brief description of Guilded’s Dispute and the resolution requested.

ii. Process.  Both parties will then engage in the MIDR process. The MIDR process requires conferring in writing—or, if requested by either party, via teleconference or videoconference—in a good faith effort to informally resolve the Dispute.  If either party is represented by counsel, that counsel may participate.

iii. Confidentiality. All offers, promises, conduct, and statements made in the course of the MIDR process by any party, its agents, employees, and attorneys are confidential and not admissible for any purpose in any subsequent proceeding, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the MIDR process.

iv. Timing. The MIDR process shall occur within sixty (60) days of receipt of the written notice described in subsection i above, unless an extension is mutually agreed upon by the parties. However, if a party is seeking injunctive relief on an emergency basis (for example, a preliminary injunction or temporary restraining order), the MIDR process with respect to that relief shall occur within three (3) business days of receipt of the written notice described in subsection i above, unless an extension is mutually agreed upon by the parties. Any statute of limitations will be tolled while the parties engage in the informal dispute resolution process described in this section.

v. MIDR Is a Mandatory Prerequisite to Arbitration or Litigation. If, after participating in the MIDR process, we have been unable to resolve the Dispute, either party may commence an arbitration (or litigation, if the claim falls within an exception to the Arbitration Agreement (as defined below)).  However, if we have not engaged in the MIDR process as set forth in this section, the Dispute may not be submitted to arbitration, nor may a claim be filed in court, until the MIDR process occurs. User and Guilded understand and agree that any Dispute that has not first been subject to MIDR:

1. 1. 1. 1. Shall not be accepted by the arbitration provider, and shall be deemed frivolous under Federal Rule of Civil Procedure 11(b); further, the arbitrator may allocate any arbitration fees and/or costs to any party that files a frivolous claim in violation of this Section 16.a; and

         2.  Shall be subject to dismissal if asserted in court.

vi. Exceptions. If a Dispute involves a claim that asserts infringement of patent, copyright, trademark, or trade secret rights, the User and Guilded are not required to participate in the MIDR process set forth in this section.

b. Arbitration Agreement.  THE FOLLOWING APPLIES TO U.S. USERS ONLY. If there is a Dispute between us, and we’re unable to resolve it through the MIDR process described in subsection a. above, this subsection explains in detail the process for resolving that Dispute.  Please read this section carefully; it’s important.

i. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. EXCEPT AS OTHERWISE PROVIDED IN THE TERMS, USER AND GUILDED AGREE THAT ANY DISPUTE THAT CANNOT BE RESOLVED THROUGH MIDR, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AS SET FORTH HEREIN, RATHER THAN IN COURT. USER AND GUILDED THEREBY AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT USER AND GUILDED MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR CLASS ARBITRATION.

This arbitration agreement and class action waiver (“Arbitration Agreement”) applies to all Users who are United States residents and, except as provided below, to all Disputes—regardless of (a) the legal theories involved in the Dispute, (b) when the Dispute arose, and (c) whether the Dispute is with Guilded, with Guilded’s subsidiaries, affiliates, or parent company, or with any suppliers or service providers involved with the Services (including any officers, directors, employees, agents, or successors).

ii. Federal Arbitration Act; Interpretation; and Enforcement. This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) (“FAA”), including its procedural provisions, in all respects. This means that the FAA governs, among other things, the interpretation and enforcement of this Arbitration Agreement and all of its provisions, including, without limitation, the class action waiver. State arbitration laws do not govern in any respect. Further, User and Guilded each agree that the Terms evidence a transaction involving interstate commerce and will be governed by and construed in accordance with federal law to the fullest extent possible.

iii. Arbitration Generally; Relief Available. There is no judge or jury in arbitration, and court review of an arbitration award is limited pursuant to the FAA. However, an arbitrator can award, on an individual basis, the same damages and relief as a court (including injunctive and declaratory relief and statutory damages) and must follow the Terms as a court would. For the avoidance of doubt, the arbitrator can award public injunctive relief if authorized by law and warranted by the individual claim(s).

iv. Arbitration Proceedings and Rules. Arbitrations will be administered by FedArb in accordance with FedArb’s Expedited Arbitration Rules and (if applicable) Framework for Mass Arbitration Proceedings ADR-MDL, except as modified by the Terms. In particular, the Framework for Mass Arbitration Proceedings ADR-MDL shall apply if five or more demands for arbitration are filed that share common factual or legal issues, and if counsel for the parties submitting those demands are the same or coordinated. Users can find more information at www.fedarb.com or by calling 1-650-328-9500.

Unless required by law, or unless the parties mutually agree otherwise in writing, any arbitration hearing—including oral arguments—will be conducted through video conferencing. If the arbitration hearing is conducted in person, it will take place in San Mateo County, California, if that is a convenient location for the User, or the county or parish where the User resides.

At the conclusion of the arbitration, the arbitrator will issue a written decision explaining the findings and conclusions upon which the arbitrator’s decision is based.

Unless applicable law provides otherwise, the arbitration proceeding and all records pertaining to it—including but not limited to any documents prepared or produced in connection with the arbitration proceeding, as well as the hearing, the decision, and the arbitration award—will be confidential and will not be disclosed to any third party, except as necessary to obtain court confirmation of the arbitration award.

v. Commencing an Arbitration. A party who has complied with the MIDR process described above and who wishes to start arbitration must submit a demand for arbitration and a copy of the User Terms to FedArb at https://fedarb.my.salesforce-sites.com/Guilded_DemandForm.

vi. Fees and Costs. If you commence an arbitration in accordance with the Terms and Arbitration Agreement, you will be required to pay the first $50 of FedArb’s filing fee. Except as otherwise set forth in Section 16(a)(v) and this subsection, you will not be responsible for paying any other fees for the arbitration other than the filing fee; all other fees or expenses charged by FedArb will be paid by Guilded. Further, if FedArb determines that you are unable to pay any part of the filing fee, Guilded will pay that part too.

Users are otherwise responsible for their own costs and attorneys’ fees; Guilded will not pay such costs or attorneys’ fees unless ordered to do so by the arbitrator.

If the arbitrator finds that either the substance of the claim or the relief sought is frivolous or brought for an improper purpose, the parties agree that the arbitrator may order the losing party to reimburse the prevailing party for all arbitration fees—as well as reasonable attorneys’ fees and costs. Further, in cases where a statute authorizes the award of attorneys’ fees or costs to the prevailing party, the arbitrator may award attorneys’ fees or costs pursuant to that statute.

The parties agree that FedArb has discretion to modify the amount or timing of any fees due under any applicable rules or fee schedules, and further agree not to oppose any modifications to the timing or amount of any fees due—provided that such modifications do not increase the fees to either party.

vii. Delegation; Interpretation. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of the Terms, including, but not limited to, any claim that all or any part of the Terms is void or voidable; however, in the event of a Dispute about which particular version of the Terms you agreed to, a court will decide that specific question prior to the commencement of the arbitration. This Arbitration Agreement is intended to be broadly interpreted and will survive termination of the Terms.

viii. Severability. If any provision of this Arbitration Agreement is found unenforceable, that provision will be severed, and the balance of the Arbitration Agreement will remain in full force and effect. If a court decides that applicable law precludes enforcement of this Arbitration Agreement as to any particular claim, then that claim must be severed from the arbitration, while the remaining claims will still be resolved through binding arbitration.

ix. Opting Out. You may opt-out of the Arbitration Agreement entirely and litigate any Dispute with us by sending written notice to Guilded within 30 days of signing up for the Services for the first time. Thereafter, you may only opt-out of material changes to the Arbitration Agreement by sending written notice within 30 days after Guilded provides notice of those changes (unless a longer period is required by applicable law). In either case, to opt-out, a User must send a written notice entitled “Arbitration Opt-Out Notice” to Guilded,  970 Park Place Ste. 100, San Mateo, CA 94403 USA by certified U.S. Mail or by Federal Express (or international equivalent). To be valid, the opt-out notice must be sent to Guilded from the User who wants to opt-out (or that User’s guardian) and include (a) the User’s full name, Guilded username, and email address, (b) a clear statement that the User wants to opt-out of the Arbitration Agreement, or wants to opt-out of a material change to the Arbitration Agreement, as applicable, and (c) the User’s signature (or the signature of the User’s guardian, if the User is a Minor).  If opting out of a material change, the notice must also identify the particular material change to which the User wants to opt out. An opt-out notice applies only to the Arbitration Agreement; all other parts of the Terms will still apply to the User and Guilded.  Further, an opt-out notice does not revoke or otherwise affect any previous agreement to the Arbitration Agreement.  By opting out of a material change to the Arbitration Agreement, you agree to arbitrate any Dispute in accordance with the language of the last version of the Arbitration Agreement that you accepted.

x. Exceptions. The Arbitration Agreement shall be subject to the following exceptions:

1. 1. 1. 1. 1. Users and Guilded retain the right to participate in class-wide settlement of claims.

            2. The Arbitration Agreement does not apply to Users who are not residents of the United States, or to Users who (pursuant to subsection ix above) properly opt out of the entire Arbitration Agreement within 30 days of signing up for the Services for the first time.

            3. If a Dispute is within the jurisdiction of small claims court, either the User or Guilded may (after engaging in the MIDR process) choose to take the Dispute to small claims court in the User’s county of residence, or in the Superior Court of California, County of San Mateo.

            4. If a Dispute involves a claim that asserts infringement of patent, copyright, trademark, or trade secret rights, either the User or Guilded may assert the claim in federal or state court, as set forth in Section 16(d).

c. Timing for Raising Disputes.  USER AND GUILDED AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR IT IS PERMANENTLY BARRED.

d. Governing Law, Jurisdiction, and Venue.  

i. Except as otherwise provided herein, the Terms are governed by the laws of the State of California without regard to conflict of law principles.

ii. Except for small claims court actions, any Dispute that is not subject to the Arbitration Agreement as outlined in Section 16(b) (including if the Arbitration Agreement is for any reason held to be unenforceable) may only be litigated in the federal or state courts of San Mateo County, California, and User and Guilded consent to jurisdiction in those courts for such purposes, except as otherwise provided by the European Union’s General Data Protection Regulation.

17. What else do I need to know?

a. As Is. THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GUILDED AND GUILDED’S OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, INVESTORS, BUSINESS PARTNERS, PARENT, AND AGENTS (TOGETHER, THE “AFFILIATED PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE AFFILIATED PARTIES DO NOT WARRANT THAT THE SERVICES OR ANY PART OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATIONS OF CONTENT, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

b. No Responsibility. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM GUILDED OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE AFFILIATED PARTIES OR GUILDED THAT IS NOT EXPRESSLY STATED IN THE TERMS. USER ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM USER’S USE OF OR ACCESS TO THE SERVICES, USER’S DEALING WITH ANY OTHER USERS ON THE SERVICES, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

c. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUILDED AND THE AFFILIATED PARTIES BE LIABLE TO USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO USER’S ACCESS TO OR USE OF, OR USER’S INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GUILDED HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USER AGREES THAT THE AGGREGATE LIABILITY OF GUILDED AND THE AFFILIATED PARTIES TO USER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PART OF THE SERVICES OR OTHERWISE UNDER THE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $1,000 USD (EXCEPT AS NOTED IN SECTION 16).

d. Indemnity. You agree that you will be responsible for your use of the Services, and you further agree to defend and indemnify Guilded and the Affiliated Parties from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of the Services; (b) your violation of any part of the Terms, any representation, warranty, or agreement referenced in the Terms, or any applicable law or regulation; (c) your actual or alleged violation of any third-party right, including any intellectual property right, publicity or privacy right, property right, or confidentiality obligation; or (d) any Dispute or issue between you and any third party. Guilded reserves the right, at Guilded’s own cost, to take on the exclusive defense and control of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with Guilded’s defense of that claim.

e. Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Guilded’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

f. Notice to California Residents. 

i. Complaints. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, CA 95834, or by phone at (800) 952-5210 in order to resolve complaints regarding the Services or to get more information regarding your use of the Services.

ii. Minors. If you are a California resident under the age of 18, you may request that Guilded remove certain personal content that you have publicly posted to the Services, and Guilded will comply with such request to the extent permitted and/or required by law. Such content may include personal information but does not include (a) anonymized information or (b) UGC that you have uploaded to the Services (as you have received consideration for providing it). To make such a request, please contact Guilded Support. The request must include your username and a specific description of the content that you want removed so that Guilded can find it. Guilded will not accept requests via postal mail, phone, or fax and may not be able to respond if you provide incomplete information. A request does not guarantee that the information you posted will be completely removed, and there may be circumstances in which the law does not require or allow removal, even if you make such a request.

g. Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Guilded may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Guilded agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Guilded, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Guilded, and you do not have any authority of any kind to bind Guilded in any respect whatsoever.

 

Except as expressly set forth in the sections 15 and 16 above regarding the Apple Application and the arbitration agreement, you and Guilded agree there are no third-party beneficiaries intended under these Terms.