The following terms and conditions govern all use of the Our.Guide website and all content, services and products available at or through Our.Guide. Our.Guide is owned and operated by City Inspire S.A. al. Jana Pawla II 61/211, 01-031 Warsaw, Poland. (City Inspire). Our.Guide is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Our.Guide’s Privacy Policy) and procedures that may be published from time to time on this Site by City Inspire. (collectively, the “Agreement”).

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Please read this Agreement carefully before accessing or using Our.Guide. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access Our.Guide or use any services. If these terms and conditions are considered an offer by City Inspire, acceptance is expressly limited to these terms. 

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Your Our.Guide Account

If you create a guide on Our.Guide, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the site. You must immediately notify City Inspire of any unauthorized uses of your account or any other breaches of security. City Inspire will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

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Responsibility of Contributors

If you operate a guide or otherwise make (or allow any third party to make) material available by means of Our.Guide, You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

• if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;

• you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

• the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

• the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

• the Content is not pornographic, libelous or defamatory (more info on what that means), does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;

• your site is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;

 

By submitting Content to Our.Guide for inclusion in your account, you grant City Inspire a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your site.

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Without limiting any of those representations or warranties, City Inspire has the right (though not the obligation) to, in City Inspire’s sole discretion (i) refuse or remove any content that, in City Inspire’s reasonable opinion, violates any City Inspire policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of Our.Guide to any individual or entity for any reason, in City Inspire’s sole discretion. City Inspire will have no obligation to provide a refund of any amounts previously paid.

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Fees and Payment

Publishing guide on Our.Guide requires a paid subscription. By selecting a paid subscription plan you agree to pay City Inspire the monthly or annual subscription fees indicated for that service (the payment terms for service are described below). Payments will be charged on the day you sign up for a subscription and will cover the use of that service for a monthly or annual period as indicated. Subscription fees are not refundable.

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Paid Subscriptions (Fees and Payment)

By signing up for a subscription plan you agree to pay City Inspire the monthly hosting fees indicated at https://app.our.guide/ in exchange for the services listed therein. Applicable fees will be invoiced starting from the day your subscription is established and in advance of using such services. City Inspire reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Subscriptions can be canceled by you at anytime.

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Intellectual Property

This Agreement does not transfer from City Inspire to you any City Inspire or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with City Inspire. City Inspire, Our.Guide, the Our.Guide logo, and all other trademarks, service marks, graphics and logos used in connection with Our.Guide are trademarks or registered trademarks of City Inspire or City Inspire’s licensors. Other trademarks, service marks, graphics and logos used in connection with Our.Guide may be the trademarks of other third parties. Your use of Our.Guide grants you no right or license to reproduce or otherwise use any City Inspire or third-party trademarks.

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Changes

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City Inspire reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to Our.Guide following the posting of any changes to this Agreement constitutes acceptance of those changes. City Inspire may also, in the future, offer new services and/or features through Our.Guide (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

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Termination

City Inspire may terminate your access to all or any part of Our.Guide at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Our.Guide account (if you have one), you may simply discontinue using Our.Guide. Notwithstanding the foregoing, if you have a paid subscription account, such account can only be terminated by City Inspire if you materially breach this Agreement and fail to cure such breach within thirty (30) days from City Inspire’s notice to you thereof; provided that, City Inspire can terminate Our.Guide immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

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Disclaimer of Warranties

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Our.Guide is provided “as is”. City Inspire and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither City Inspire nor its suppliers and licensors, makes any warranty that Our.Guide will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, Our.Guide at your own discretion and risk.

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Limitation of Liability

In no event will City Inspire, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to City Inspire under this agreement during the twelve (12) month period prior to the cause of action. City Inspire shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

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General Representation and Warranty

You represent and warrant that (i) your use of Our.Guide will be in strict accordance with the Our.Guide Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the Poland or the country in which you reside) and (ii) your use of Our.Guide will not infringe or misappropriate the intellectual property rights of any third party.

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Indemnification

You agree to indemnify and hold harmless City Inspire, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of Our.Guide, including but not limited to your violation of this Agreement.

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Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of:

City Inspire S.A.
Al. Jana Pawla II 61/211
Warsaw, 01-031
Poland 
contact@our.guide

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Miscellaneous

This Agreement constitutes the entire agreement between City Inspire and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of City Inspire, or by the posting by City Inspire of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of Our.Guide will be governed by the laws of Poland.

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Data Processing Addendum

This document is an addendum of Our.Guide terms of service document. It regulates the role of Our.Guide in the context of the General Data Protection Regulation (GDPR).

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This GDPR Data Processing Addendum (“DPA”) forms part of the Master Services Agreement or Terms of Use available at https://www.our.guide/terms-of-service or such other location as the Terms of Use may be posted from time to time (as applicable, the “Agreement”), entered into by and between the Customer and City Inspire S.A. (“Our.Guide”), pursuant to which Customer has accessed Our.Guide's Application Services as defined in the applicable Agreement. The purpose of this DPA is to reflect the parties’ agreement with regard to the processing of personal data in accordance with the requirements of Data Protection Legislation as defined below.

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If the Customer entity entering into this DPA has executed an order form or statement of work with Our.Guide pursuant to the Agreement (an “Ordering Document”), but is not itself a party to the Agreement, this DPA is an addendum to that Ordering Document and applicable renewal Ordering Documents. If the Customer entity entering into this DPA is neither a party to an Ordering Document nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Customer entity that is a party to the Agreement executes this DPA.

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This DPA shall not replace or supersede any agreement or addendum relating to processing of personal data negotiated by Customer and referenced in the Agreement, and any such individually negotiated agreement or addendum shall apply instead of this DPA.

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In the course of providing the Application Services to Customer pursuant to the Agreement, Our.Guide may process personal data on behalf of Customer. Our.Guide agrees to comply with the following provisions with respect to any personal data submitted by or for Customer to the Application Services or collected and processed by or for Customer through the Application Services. Any capitalized but undefined terms herein shall have the meaning set forth in the Agreement.

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Data Processing Terms
In this DPA, “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation (Regulation (EU) 2016/279)), and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction.

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In respect of personal data processed in the course of providing the Application Services, Our.Guide:

1. shall process the personal data only in accordance with the documented instructions from Customer (as set out in this DPA or the Agreement or as otherwise notified by Customer to Our.Guide (from time to time) If Our.Guide is required to process the personal data for any other purpose provided by applicable law to which it is subject, Our.Guide will inform Customer of such requirement prior to the processing unless that law prohibits this on important grounds of public interest;
2. shall notify Customer without undue delay if, in Our.Guide's opinion, an instruction for the processing of personal data given by Customer infringes applicable Data Protection Legislation;
3. shall implement and maintain appropriate technical and organisational measures designed to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected;
4. may hire other companies to provide limited services on its behalf, provided that Our.Guide complies with the provisions of this Clause. Any such subcontractors will be permitted to process personal data only to deliver the services Our.Guide has retained them to provide, and they shall be prohibited from using personal data for any other purpose. Our.Guide remains responsible for its subcontractors’ compliance with the obligations of this DPA. Any subcontractors to whom Our.Guide transfers personal data will have entered into written agreements with Our.Guide requiring that the subcontractor abide by terms substantially similar to this DPA. A list of subcontractors is available to the Customer here. If Customer requires prior notification of any updates to the list of subprocessors, Customer can request such notification in writing by emailing contact@our.guide. Our.Guide will update the list within thirty (30) days of any such notification if Customer does not legitimately object within that timeframe. Legitimate objections must contain reasonable and documented grounds relating to a subcontractor’s non-compliance with applicable Data Protection Legislation. If, in Our.Guide's reasonable opinion, such objections are legitimate, the Customer may, by providing written notice to Our.Guide, terminate the Agreement.
5. shall ensure that all Our.Guide personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations sets out in this Clause;
6. at the Customer’s request and cost (and insofar as is possible), shall assist the Customer by implementing appropriate and reasonable technical and organisational measures to assist with the Customer’s obligation to respond to requests from data subjects under Data Protection Legislation (including requests for information relating to the processing, and requests relating to access, rectification, erasure or portability of the personal data) provided that Our.Guide reserves the right to reimbursement from Customer for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance;
7. when the General Data Protection Regulation (Regulation (EU) 2016/279) comes into effect, shall take reasonable steps at the Customer’s request and cost to assist Customer in meeting Customer’s obligations under Article 32 to 36 of that regulation taking into account the nature of the processing under this DPA, provided that Our.Guide reserves the right to reimbursement from Customer for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance;
8. at the end of the applicable term of the Application Services, upon Customer’s request, shall securely destroy or return such personal data to Customer;
may transfer personal data from the EEA to the US for the purposes of this DPA pursuant to the EU-US Privacy Shield provided that Our.Guide maintains its certification under the EU-US Privacy Shield;
9. shall allow Customer and its respective auditors or authorized agents to conduct audits or inspections during the term of the Agreement, which shall include providing reasonable access to the premises, resources and personnel used by Our.Guide in connection with the provision of the Application Services, and provide all reasonable assistance in order to assist Customer in exercising its audit rights under this Clause. The purposes of an audit pursuant to this Clause include to verify that Our.Guide is processing personal data in accordance with its obligations under the DPA and applicable Data Protection Legislation. Notwithstanding the foregoing, such audit shall consist solely of: (i) the provision by Our.Guide of written information (including, without limitation, questionnaires and information about security policies) that may include information relating to subcontractors; and (ii) interviews with Our.Guide's IT personnel. Such audit may be carried out by Customer or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality. For the avoidance of doubt no access to any part of Our.Guide's IT system, data hosting sites or centers, or infrastructure will be permitted;
10. If Our.Guide becomes aware of any accidental, unauthorised or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that is processed by Our.Guide in the course of providing the Application Services (an “Incident”) under the Agreement it shall without undue delay notify Customer and provide Customer (as soon as possible) with a description of the Incident as well as periodic updates to information about the Incident, including its impact on Customer Content. Our.Guide shall additionally take action to investigate the Incident and reasonably prevent or mitigate the effects of the Incident;

Our.Guide shall provide information requested by Customer to demonstrate compliance with the obligations set out in this DPA.