Terms of Service
Last modified: March 2, 2021
1. User’s Acknowledgment and Acceptance of Terms
OneGuide, LLC (“Us,” “We,” “OneGuide,” or the “Company”) provides the www.askoneguide.com website and various related services (collectively, the “Platform”) to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or “Agreement”), as well as any other written agreement between us and you. All such guidelines or rules are hereby incorporated by reference into these Terms of Service.
You are permitted to use the Platform, only if you: (1) Represent that you are able to form a binding contract in your jurisdiction; (2) Comply with our Terms of Service; (3) Will not copy or distribute any part of any part of the Platform in any medium without Company’s prior written authorization except as permitted through the Platform’s functionality and under these Terms of Service; (4) Provide accurate and complete information when creating an account; (5) Acknowledge you are solely responsible for the activity that occurs while signed in to or while using the Platform; (6) Will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from or receive about consumers; and (7) Acknowledge your sole responsibility for your content submissions. The Platform is available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Platform is not available to children (persons under the age of 18) or users who have had their user account temporarily or permanently deactivated. By becoming a user, you represent and warrant that you are at least 18 years old and that you have the right, authority, and capacity to enter into and abide by the terms and conditions of this Agreement.
YOUR USE OF THE PLATFORM CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE PLATFORM NOW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE PLATFORM, IS TO STOP USING THE PLATFORM AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF SERVICE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE PLATFORM.
In these Terms of Service, we use the terms “you” and “your” to mean any person using our Platform, and any organization or person using the Platform on an organization’s behalf.
2. Overview of our Services
OneGuide connects individuals and businesses who are seeking advice (“Clients”) with expert advisors (“Experts”). To help Clients find the Experts with relevant expertise, OneGuide synthesizes interviews with Experts into written Guide content pieces and allows such content to be searched via an online searchable platform.
3. Account Information and Security
When you register, you provide us with some basic information, such as a phone number or email address. Keep your email address and other account information current and accurate. You alone are responsible for anything that happens from your failure to maintain security and confidentiality, such as by sharing your account credentials with others. If someone is using your account, notify us immediately.
4. Vetting of Experts and Clients
OneGuide does not perform background checks on diligence on the Experts or Clients. Although OneGuide tries to ensure that all Expert listings are correct, it cannot guarantee the accuracy, identity, or safety of any user of the Platform. Accordingly, OneGuide cannot and does not assume any responsibility or liability for improper vetting or failing to vet a user, the accuracy of any such user, nor for the conduct of anyone who uses the Platform. OneGuide recommends that all users use common sense judgment and precautions when interacting with users and/or attending events.
ONEGUIDE, NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE ONEGUIDE AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. ONEGUIDE AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM.
By using the Platform, both Clients and Experts agree not to disclose the other party’s confidential information (including, but not limited to specific business plans or projects, customer names or lists, operating procedures, systems, and any other information learned that would reasonably be construed as confidential or proprietary). Notwithstanding the foregoing, OneGuide encourages Clients and Experts to enter into a separate non-disclosure agreement prior to working together, which can help ensure the protection of each party’s confidential information.
6. Expert’s Ability to Provide Services on Platform
Experts who use the Platform must not be under any obligation that would prevent them from being able to provide their services listed on the Platform, including but not limited to any type of non-compete agreement or any employment agreement that prohibits Expert from engaging in outside consulting or advising activities. By using the Platform, Experts hereby state that they are allowed to offer their services on the Platform, that they are not prohibited by any contract to offer their services on the Platform. Experts additionally agree not to work with any Clients who directly compete with their current employers and/or consulting clients. Experts to agree to indemnify OneGuide for any violation of the requirements listed herein.
7. Fees, Circumvention, Cancellation and Refunds
As consideration for the services provided, OneGuide charges a fee (the “Service Fee”) based on a percentage of the fees charged by Experts for their services, with the current Service Fee being fifteen percent (15%) of the Expert’s fee charged (except as otherwise stated on the Platform). The ServiceFee is deducted before Expert receives their pay for any services rendered (such that the amount that the Expert receives from OneGuide has the Platform Fee already deducted). The Service Fee is subject to change at OneGuide’s discretion.
By using the Platform, Clients agree to use the Platform to make all payments to Experts identified through the Platform and, similarly, Experts agree not to solicit Clients to pay for the Expert’s services offered herein outside of the Platform. Providers and Clients acknowledge that OneGuide earns some of its fees by having transactions that take place on the Platform. Experts and Clients agree not to take any action, directly or indirectly, to circumvent these fees. If it has come to your attention that a Client or Experts solicits payment outside the Platform, you agree to notify OneGuide immediately by sending an email to email@example.com.
By way of illustration, and not in limitation of the foregoing, you must not:
- Submit proposals or solicit parties identified through the Platform to contact, hire, engage, retain, or pay outside the Platform.
- Accept proposals or solicit parties identified through the Platform to contact, deliver services, invoice, or receive payment outside the Platform.
Any agreement or attempted agreement between an Expert and Client in connection with a service contract, requiring that payment be made outside of the Platform constitutes a material breach of this Agreement. If a Client and Expert initially connected through the Platform try to circumvent the Platform, OneGuide has the right to terminate either or both user’s access to and use of the Platform (without limiting any additional remedies OneGuide may have). The foregoing shall not apply in the limited circumstance that Expert and Client have received OneGuide’s written consent to work together outside of the Platform.
Clients may cancel without penalty up to twenty-four (24) hours before a scheduled call (the “Cancellation Period”). If Clients cancel after the Cancellation Period, the applicable credits will be deducted from Client’s account although Client may work with Expert (and, as applicable, OneGuide) to reschedule the call. Experts may cancel a call without penalty at any time, however are asked to give at least twenty-four (24) hours’ notice whenever possible. Experts who persistently and repeatedly cancel calls with less than twenty-four (24) hours’ notice may be removed from the Platform. Clients shall not be entitled to a refund if they fail to use any credits (including because of cancellation of subscription, unused credits, or having their accounts terminated).
8. Intellectual Property
The entire content and materials contained on the Platform, including, but not limited to, audio, video, images, text, user interface, scores, logos, the selection and arrangement of the Platform, the Guide content piece created based on OneGuide’s interview of the Experts (the “Guide Content Piece”), and other intellectual property (the “Content”) are owned by or licensed to OneGuide to the fullest extent under the copyright laws of the United States and other countries. Images of people or places displayed on the Platform are either the property of, or used with permission by, OneGuide. You may not reproduce, republish, transmit, upload, distribute, copy or publicly display any of the Content without our prior written consent. Experts allow for OneGuide to use the Guide Content Piece, the expert photos, and Expert biographical information on the Platform and for marketing purposes and Expert will not use the Guide Content Piece elsewhere, including on their personal websites, without prior written approval from OneGuide. For questions about marketing, please e-mail OneGuide at firstname.lastname@example.org. We neither warrant nor represent that your use of materials displayed on the Platform will not infringe rights of third parties not owned by or affiliated with the Company. We may redesign the Platform in our sole discretion at any time.
We always appreciate feedback and are always on the lookout for ways to improve Company. For feedback, comments, questions, or concerns, you can contact us at email@example.com and we will return you e-mail at the soonest opportunity possible.
Your right to use certain services on the Platform may be conditional upon our receipt of payment of all fees owed to OneGuide. If payment cannot be charged to your credit card or if a charge is refunded for any reason, we reserve the right to immediately either suspend or terminate your access and account, thereby terminating this Agreement and all our obligations hereunder. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.
11. Guarantee and Warranty
Use of the Platform is at your sole risk. All materials, information, products, software, programs, and services are provided “as is,” with no warranties or guarantees whatsoever. Any information provided by Experts that is put into any interview provided by OneGuide or into the Company’s Guide Content Pieces is the opinion of the Expert and OneGuide does not vouch for its accuracy. OneGuide expressly disclaims to the fullest extent permitted by law all express, implied, statutory, and other warranties, guarantees, or representations, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary and intellectual property rights. Without limitation, OneGuide makes no warranty or guarantee that the Platform will be uninterrupted, timely, secure, or error-free. You understand and agree that if you download or otherwise obtain materials, information, products, software, programs, or services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system. Some jurisdictions do not allow the exclusion of warranties, so the above exclusions may not apply to you.
12. Independent Contractors
OneGuide’s relationship to users of the Platform shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between OneGuide and the user or its affiliates. Clients and Experts should work together to determine whether Experts should be classified as employees or independent contractors, and Experts and Clients bear all risk of misclassification.
In the event that you have a dispute with a user of the Platform you agree to release OneGuide (including our affiliates and each of our respective officers, directors, employees, contractors, agents, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other users or to your use of the Platform or participation in the Services. Additionally, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other states), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” We reserve the right, but have no obligation, to monitor disputes between you and other users.
14. Limitation of Liability
IN NO EVENT WILL ONEGUIDE BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE PLATFORM OR ANY USE OF THE PLATFORM, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE PLATFORM, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ONEGUIDE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES. NOTWITHSTANDING THE FOREGOING, ONEGUIDE’S LIABILITY IN CONNECTION WITH YOUR USE OF THE PLATFORM AND SERVICES SHALL NOT EXCEED $500.
15. Dispute Resolution and Arbitration
In the interest of resolving disputes between you and OneGuide in the most expedient and cost effective manner, you and OneGuide agree that every dispute arising in connection with these Terms of Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited (if any) review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms of Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND ONEGUIDE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Despite the provisions of the preceding paragraph, nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and OneGuide will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting OneGuide at firstname.lastname@example.org.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). OneGuide’s address for Notice is: OneGuide, LLC, 15055 E. Hinsdale Dr. Unit D., Centennial, CO 80122. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or OneGuide may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or OneGuide must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, OneGuide will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by OneGuide in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
Fees and Procedure
The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the arbitrator may award attorneys’ fees and costs to the prevailing party, except as prohibited by law. If you commence arbitration in accordance with these Terms of Services, OneGuide will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Denver, Colorado, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse OneGuide for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
The arbitrator may grant injunctions and other relief. The arbitrator shall administer and conduct any arbitration in accordance with the law of the jurisdiction in which the dispute arose, including civil procedure rules, and the arbitrator shall apply the substantive and procedural law of the jurisdiction in which the dispute arose. To the extent that the AAA Rules conflict with local law, local law shall take preference. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. The parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award.
No Class Actions
YOU AND ONEGUIDE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING except that users may bring a proceeding as a private attorney general, if and as allowed by law. Further, unless both you and OneGuide agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Nothing in this Agreement infringes upon any rights a user may have under the Sarbanes-Oxley Act, including any rights prohibiting compulsory arbitration.
Modifications to this Arbitration Provision
If OneGuide makes any future change to this arbitration provision, other than a change to OneGuide’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to OneGuide’s address for Notice, in which case your account with OneGuide will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If the “No Class Actions” section is found to be unenforceable or if the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15 will govern any action arising out of or related to these Terms of Service.
16. Choice of Law
These Terms are governed by and construed in accordance with the laws of the State of Colorado, United States of America, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
17. Termination of Service
OneGuide may terminate your privilege to use or access the Platform immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Platform and agree not access or make use of, or attempt to use, the Platform. Furthermore, you acknowledge that OneGuide reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Platform. You understand that OneGuide may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to OneGuide.
All provisions of these Terms of Service which by their nature should survive termination shall survive the termination of your access to the Platform, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
18. Restrictions on Use
You may not use the Platform or contents set forth therein for any illegal purpose or in any manner inconsistent with the Terms of Service. You agree to use the service solely for your own use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute, or dispose of any information contained in the service in any manner that could compete with the business of Company. You may not copy, reproduce, recompile, disassemble, decompile, reverse engineer, distribute, modify, publish, display, perform, upload to, create derivative works from, frame transmit, or in any way exploit any part of the service, you may not recirculate, redistribute or publish the analysis and presentation included in the service without Company’s prior written consent.
Modification of Company’s content is a violation of the copyrights and other proprietary rights of Company or its subsidiaries. Additionally, you may not monetize or offer any part of the service for sale or distribute it over any other medium including but not limited to a computer network or hyperlink framing on the internet without the prior written consent of Company. The Platform and the information contained therein may not be used to construct a database of any kind. The Platform and content contained therein may not be stored (in its entirety or in any part) in databases for access by you or any third party or to distribute.
In the absence of a contrary agreement, you may not use any of the trademarks, trade names, service marks, copyrights, or logos of Company or its subsidiaries suppliers or affiliates in any manner which creates the impression that such items belong to or are associated with you or, except as otherwise provided herein, are used with Company’s consent, and you acknowledge that you have no ownership rights in and to any of such items. You will not use the service or the information contained therein in unsolicited mailings or spam material. You will not use any trademarks, trade names, service marks, copyrights, or logos of Company or its subsidiaries in unsolicited mailings or spam material. You will not spam or send unsolicited mailings to any person or entity using the service.
19. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and OneGuide is intended or created by this Agreement.
20. Digital Millennium Copyright Act
We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Platform, you may contact our Designated Agent at the following address:
15055 E. Hinsdale Dr. Unit D.
Centennial, CO 80112
Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- A description of the copyright-protected work or other intellectual property right that you claim has been infringed;
- A description of the material that you claim is infringing and where it is located on the Service;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and
- A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
OneGuide will promptly terminate without notice the accounts of users that are determined by OneGuide to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had user content removed from the Platform at least twice.
21. Links to Other Sites and Materials
As part of using the Platform, OneGuide may provide you with links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). OneGuide has no control over Third Party Sites and Third Party Applications, Software, or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software, or Content. Such Third Party Sites and Third Party Applications, Software, or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by OneGuide, and OneGuide is not responsible for any Third Party Sites accessed through the Platform or any Third Party Applications, Software, or Content posted on, available through or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Applications, Software, or Content does not imply approval or endorsement thereof by OneGuide. If you decide to leave the Platform and access the Third Party Sites or to use or install any Third Party Applications, Software or, Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform or relating to any applications you use or install from the site.
23. Electronic Communications
The communications between you and Company use electronic means, whether you use the Platform or send us emails, or whether Company posts notices on the service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
Communications made through the Service’s e-mail and messaging system, will not constitute legal notice to Company or any of its officers, employees, agents or representatives in any situation where notice to Company is required by contract or any law or regulation.
Any such notice must be sent to:
15055 E. Hinsdale Dr. Unit D.
Centennial, CO 80112
Under California Civil Code Section 1789.3, California users of the Platform receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 1-916-445-1254.
25. Changes and Amendments to Terms
These Terms of Service are effective as of the “Last Modified” date identified at the top of this page. We expressly reserve the right to change these Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Platform and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of the Platform after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service. However, for any material modifications to the Terms of Service or in the event that such modifications materially alter your rights or obligations hereunder, such amended Terms of Service will automatically be effective upon the earlier of (i) your continued use of the Platform with actual knowledge of such modifications, or (ii) 30 days from publication of such modified Terms of Service on the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and us will be governed by the Terms of Service in effect at the time such dispute arose.
26. General Terms
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.