GUIDEBOOK REGISTRATION TERMS OF USE

Last Modified: February 27, 2025

PLEASE READ THESE TERMS CAREFULLY.

Hello and thank you for using Guidebook Registration. These Terms of Use (“Agreement”) and the rights and obligations contained in it are in addition to and are incorporated into the Guidebook Customer Terms of Service or any separate written agreement governing your use of the Guidebook Platform (collectively, the “Terms of Service”). Nothing in this Agreement will be interpreted to limit, change, or waive any terms of the Terms of Service or our Privacy Policy. However, if there is any inconsistency between the Terms of Service and this Agreement, this Agreement will control. Capitalized terms that are not defined in this Agreement have the definition provided in the Terms of Service.

Please read this entire Agreement and our Terms of Service thoroughly, as they may affect your rights. This Agreement contains important information regarding our services, payments, refunds, and the Terms of Service contain provisions for dispute resolution, including binding arbitration, that apply to this Agreement.

1. DEFINITIONS

“Registration Services” refers to when we provide you a service to register attendees, sell tickets, and receive payments for your events.

"Guidebook," "we," "us," or "our," refers to Guidebook, Inc. and its Affiliates (defined in the Terms of Service) and subsidiaries, and each of its and their respective officers, directors, agents, partners, and employees.

"You", "your" or “Organizer” means the person or entity using the Registration Services.

2. OUR REGISTRATION AGREEMENT
   
   1. Purpose and Scope. This Agreement sets the terms and conditions for you and your user’s use of the Registration Services. 

By using the Registration Services, you are agreeing to the terms and conditions of this Agreement, the Terms of Service, and our Privacy Policy, and entering into a binding contract with us that governs your use of the Registration Services. Do not use the Registration Services if you do not agree to the terms and conditions of this Agreement, the Terms of Service, or our Privacy Policy.

3. ELIGIBILITY FOR REGISTRATION SERVICES
   
   1. Eligibility. To use the Registration Services, you must: (a) have the authority to enter into this Agreement on your own behalf or on behalf of the entity using the Registration Services; (b) comply with our Terms of Service and all applicable laws; and (c) review and agree to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the “Stripe Agreements,” which Stripe may modify from time to time) and any other required third-party agreement, if applicable.

You agree to provide accurate, current, and complete information about yourself, or if you are using the Registration Services on behalf of an entity, that entity (the “Registration Data”). You must also update this Registration Data if it changes.

2. Disclosure Authorization. We may share Registration Data and information about use of the Registration Services with our Payment Processor Partners, the Card Schemes and Alternative Payment Frameworks (as each are defined below), and with your bank or other financial institution, if the Registration Services involve these third parties. 
3. Prohibited Organizer. By registering for the Registration Services and accepting this Agreement, you represent and warrant that: (A) you are not located in, and you are not a national or resident of, any country for which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services similar to our Registration Services ("Restricted Countries"); (B) you are not a person or entity or under the control of or affiliated with a person or entity that: (i) appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) appears on the U.S. Department of State's Terrorist Exclusion List; (iii) appears on the Bureau of Industry and Security's Denied Persons List; or (iv) is subject to sanctions in any other country. If we determine that you fall into any of the categories above, you are a "Prohibited Organizer."

4. SUSPENSION AND TERMINATION OF REGISTRATION SERVICES; SURVIVAL OF OBLIGATIONS
   
   1. Suspension and Termination. We may limit, suspend, or terminate your access to the Registration Services if: 
      
      1. You become ineligible for any of Guidebook’s services or violate any provision of this Agreement, the Terms of Service, or any other Guidebook policy applicable to you;
      2. Our Payment Processor Partners or Card Schemes refuse to facilitate payments to you or to engage in services involving you; or 
      3. You are a Prohibited Organizer.
   2. Account Deletion. You may stop participating as an Organizer at any time by deleting your account. If you delete your account, you are still bound by this Agreement and any other Guidebook policy that applies to you, as well as any other agreement you may have with us.
   3. Effect of Termination. If your account is terminated, our obligation to perform the Registration Services will immediately expire. 
   4. Continued Obligations. All provisions of this Agreement that by their nature should survive termination of your account and/or termination of the Registration Services will survive.
5. PAYMENT PROCESSING
   
   1. Payment Processor Partners. As part of the Registration Services, we provide tools to help you register attendees and sell tickets for your events. To facilitate payments for you, we partner with third-party payment processors (“Payment Processor Partners”). Payment Processor Partners may allow you to accept payments from card based payment networks, such as Visa®, MasterCard®, American Express®, and Discover® (collectively, the "Card Schemes"), and non-card based payment networks such as direct debit and other alternative forms of payment (the "Alternative Payment Frameworks").
   2. You and we are subject to the rules and regulations of our Payment Processor Partners. 
   3. Stripe, Inc. (“Stripe”) is our Payment Processor Partner that facilitates payment processing services for you. When you agree to this Agreement or continue to operate as an Organizer on Guidebook, you also agree to the Stripe Connected Account Agreement and the Stripe Services Agreement.
   4. Chargebacks and Reversals. Credit card chargebacks and transaction reversals (collectively, “Chargebacks”) can occur, including when your customer disputes a transaction with a Card Scheme or Alternative Payment Framework. In such cases, refunds or reversals are initiated and processed through your (the Organizer’s) Stripe account, and Guidebook does not refund its fees. You acknowledge that you bear full responsibility for the entire cost of any Chargeback, including amounts that may have been previously paid to Guidebook. If your Stripe account does not have sufficient funds to cover a Chargeback, Stripe may apply a negative balance or otherwise require you to reimburse it directly. You agree to promptly satisfy any amounts owed in connection with such Chargebacks so that neither Guidebook, our Payment Processor Partners, nor any third party is forced to bear those costs.
   5. Payment Scheme Rules. You must comply with the rules and regulations published by the Card Schemes and Alternative Payment Frameworks.
   6. Roles and Relationships. 

Your Obligations to Your Customer:  When your customer makes a payment (e.g., when they register or purchase a ticket for your event) and that payment is then processed by our Payment Processor Partners, you will treat it the same as if the customer paid you directly. This means that you will sell or provide the customer all advertised goods and services as if you had received the proceeds directly from the customer.

Our Role:  We do not and will not provide you with banking, deposit taking, stored value, insurance or any other financial services. Although we may show you a balance of proceeds in your Guidebook account, that balance merely reflects the proceeds collected by a third party payment service. This information is provided for reporting and informational purposes only.

6. FEES
   
   1. Registration Fees. We offer Registration Services on a usage basis. Registration Fees are the transactional service fees we charge for the Registration Services. While Registration Fees may be passed down to your customers, you are ultimately and solely responsible for the payment of all Registration Fees related to events. While we determine the Registration Fees, you are solely responsible for setting prices for tickets and registrations. 
   2. Taxes. You are solely responsible for determining which, if any, sales, use, amusement, value added, goods and services, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Registration Services and to sales you make using the Registration Services. It is your sole responsibility to, and you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities.
7. REFUNDS
   
   1. All sales are made by you to your customers. You are responsible for the funding and processing of refunds. All disputes regarding refunds are between you and your customers. 
8. WARRANTY DISCLAIMERS
   
   1. THE REGISTRATION SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE REGISTRATION SERVICES OR THE RESULTS OF THE REGISTRATION SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE HAVE NO RESPONSIBILITY TO YOU FOR, AND HEREBY DISCLAIM ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY THIRD PARTIES THAT WE REQUIRE TO PROVIDE THE REGISTRATION SERVICES OR THAT YOU CHOOSE TO CONTRACT WITH WHEN USING THE REGISTRATION SERVICES.
   2. Some jurisdictions do not allow the exclusion of certain warranties or conditions on, or the limitation of liability for, loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you, and our liability is limited to the maximum extent permitted by law.
9. IMDEMNIFICATION AND LIMITATION OF LIABILITY
   
   1. Indemnification. In addition to any other indemnification obligations you may have (including those in the Terms of Service), you agree to defend, indemnify, and hold harmless us and our Affiliates from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including reasonable attorneys' and accounting fees) resulting from any claim relating to or arising out of your unlawful use of the Registration Services.
   2. Limitation of Liability. GUIDEBOOK’S TOTAL LIABILITY UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID TO GUIDEBOOK BY YOU FOR THE REGISTRATION SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO THE LIABILITY. IN NO EVENT WILL GUIDEBOOK BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) RELATED TO THIS AGREEMENT OR THE USE OR QUALITY OF THE REGISTRATION SERVICES, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GUIDEBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10. REPRESENTATIONS AND WARRANTIES
    
    1. Authority. In addition to the representations and warranties throughout this Agreement, you represent and warrant to us, on behalf of yourself and the entity you represent (if applicable), that: (i) The entity you represent is properly organized and in good standing under applicable laws; (ii) You have all the power and authority necessary to enter into this Agreement and to fulfill your obligations; (iii) Entering into and performing under this Agreement will not cause you to breach any laws, rules, court orders, or other agreements that you must follow; and (iv) You have the full authority and legal power to bind the entity you represent to this Agreement.
11. MISCELLANEOUS
    
    1. Interpretation. The headings and subheadings throughout this Agreement are for convenience only and will not restrict or affect any provisions, and are not legal guidance. When we say Guidebook “may,” has the right, is permitted, is authorized, or is allowed to do something in this Agreement, it means we may, but are not obligated to, exercise the applicable rights or options or take the applicable action, as we determine in our sole discretion. Any determinations, decisions, or beliefs by us under this Agreement may be made by us in our sole discretion. As used in this Agreement, “including” means “including, but not limited to.” When this Agreement says that you “will” take an action, this means that you are agreeing to take the action and that you must take that action. Your obligations, duties, warranties, representations, releases, and waivers throughout this Agreement are also the obligations, duties, warranties, representations, releases, and waivers of your Affiliates. Any remedies available to us under this Agreement may also be applied by us against your Affiliates.
    2. Entire Agreement. Except as otherwise set forth herein, this Agreement, along with the Terms of Service and Privacy Policy, constitute the entire and exclusive understanding and agreement between us and you regarding the Registration Services and supersede and replace any and all prior oral or written proposals, discussions, communications, understandings or agreements between us and you regarding the subject matter of this Agreement, other than any written agreement for Registration Services between you and an authorized officer of Guidebook.
    3. Force Majeure. We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, epidemics, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    4. No Assignment or Transfer. You may not use, export, import, or transfer the Registration Services, including the purchase of any products or service on the Registration Services, except as authorized by U.S. law, the laws of the jurisdiction in which you used the Registration Services or purchased any products or services on the Registration Services, and any other applicable laws. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
    5. No Relationship Created. No independent contractor, agency, partnership, joint venture or other such relationship is created by this Agreement.
    6. Applicable Law and Jurisdiction. For clarity, the Applicable Law and Jurisdiction terms set forth in the Terms of Service apply to this Agreement.
    7. Additional Miscellaneous Provisions. For clarity, the Miscellaneous Provisions set forth in the Terms of Service apply to this Agreement.