1. User’s Acknowledgment and Acceptance of Terms

OneGuide, LLC (“Us,” “We,” or “OneGuide”) provides the www.askoneguide.com website and various related services (collectively, the “Platform”) to you, the user (“Users”), subject to your compliance with all the terms, conditions, and notices contained or incorporated by reference herein (the “Terms of Service” or “Agreement”), as well as any other signed written agreement between us and you. In the event of a conflict between a signed written agreement and these Terms of Service, the signed written agreement shall take precedence.

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 the Platform in any medium without OneGuide’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 THESE TERMS OF SERVICE, PLEASE EXIT THE PLATFORM NOW. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION, OR ANY OTHER ISSUES, 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 the Platform, including Clients and Experts (as defined below) in addition to any 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 (“Guide Content Pieces”) and allows such content to be searched via the Platform.  OneGuide also offers the Platform to private-equity and venture capital firms seeking access for their portfolio companies (“Portfolio Clients”).  Engagements with Portfolio Clients shall be governed by these Terms of Service in addition to the Portfolio Client Addendum at the end of these Terms of Service which are incorporated by reference herein.  

3. Account Information and Security

When you register, you provide us with some basic information, including a phone number and 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 else is using your account, notify us immediately.

4. Vetting of Experts and Clients

OneGuide does not perform background checks or due 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. Accordingly, OneGuide cannot and does not assume any responsibility or liability for improper vetting or failing to vet a User, the accuracy of content provided by any User, nor for the conduct of anyone who uses the Platform. OneGuide recommends that all Users exercise common sense judgment and precautions when interacting with other Users and/or attending events.

ONEGUIDE, ITS AFFILIATES AND ITS LICENSORS ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE ONEGUIDE AND ITS AFFILIATES AND 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.

5. Confidentiality

By using the Platform, Clients and Experts agree not to disclose each other’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 engaging in outside consulting or advising activities. By using the Platform, Experts hereby represent that they are allowed to offer their services on the Platform and 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 agree to defend, hold harmless, and indemnify OneGuide for any losses incurred by OneGuide in connection with a violation of the foregoing requirements.

7. Payments

Your right to use certain services on the Platform is conditioned upon our receipt of payment of all fees owed to OneGuide as set forth in your Quotation.  Payment may be rendered by credit card or ACH transfer.  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.

8. Fees, Circumvention, Cancellation and Refunds

As consideration for the services provided, OneGuide charges Experts a fee (the “Service Fee”) based on a percentage of the fees charged by Experts to Clients for their services when Experts set their own rates.  The current Service Fee is fifteen (15%) of the Expert’s fee charged to Clients (except as otherwise stated on the Platform). The Service Fee is deducted before the Expert receives his/her 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.  No Service Fee is charged when Experts accept OneGuide’s standard payout rates.

Experts and Clients acknowledge that OneGuide earns conversion fees when introductions made on the Platform lead to follow-on work, including retained advising or scoped projects (“Conversion Fees”), with the current Conversion Fee being $1,000 for engagements that total $5,000 or more in fees over twelve (12) months, and twenty percent (20%) for engagements that total less than $5,000 in fees over twelve (12) months. No Conversion Fee is necessary if follow-on work is billed through OneGuide. To notify OneGuide of follow-on work and pay a Conversion Fee, email [email protected].

By way of illustration, and not in limitation of the foregoing, you must notify OneGuide and pay the Conversion Fee if you: 

• 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. 

Engaging in follow-on work without paying the Conversion Fee constitutes a material breach of this Agreement. If a Client and Expert who 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, or if the Expert and Client have a pre-existing relationship outside of OneGuide.

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, OneGuide may charge a $200 no-show fee. Experts may cancel a call without penalty at any time, however, are requested to give at least twenty-four (24) hours’ notice whenever possible. Experts who repeatedly cancel calls with less than twenty-four (24) hours’ notice may be removed from the Platform.

9. 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 on the basis of OneGuide’s interview of the Experts, and other intellectual property (collectively, 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 for marketing purposes. 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 [email protected].  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 OneGuide. We may redesign the Platform in our sole discretion at any time.

10. Feedback

We always appreciate feedback and are always on the lookout for ways to improve OneGuide. You agree that any feedback is given without obligation and OneGuide may use such feedback at its discretion without any further obligations to you.  For feedback, comments, questions, or concerns, you can contact us at [email protected] and we will return your email at the soonest opportunity possible.

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 included in any interview provided by OneGuide or into the 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 certain warranties, so some or all the above exclusions may not apply to you.

12. Independent Contractors

OneGuide’s relationship to Users 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. 

13. Release

In the event that you have a dispute with another User, 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. Mediation and Arbitration

1. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMs, or its successor, for final and binding arbitration pursuant to the clause set forth in Paragraph 5 below.
2. Either party may commence mediation by provided to JAMS and the other party a written request for mediation, setting for the subject of the dispute and the relief requested.
3. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings.  The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs.
4. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, any by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, 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 mediation.  
5. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following forty-five (45) days from the date of filing the written request for mediation, whichever occurs first (“Earliest Initiation Date”).  The mediation may continue after the commencement of arbitration if the parties so desire.
6. At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties.  However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 3 above.
7. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until fifteen (15) days after the Earliest Initiation Date.  The parties will take such action, if any, required to effectuate such tolling.
8. In the event a party initiates arbitration under Paragraph 5, the proceedings shall be conducted in Denver, Colorado before one (1) arbitrator and shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures.  Judgment on the award may be entered in any court having jurisdiction.

16. Choice of Law

These Terms of Service are governed by and construed in accordance with the procedural and substantive 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 to 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, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

18. Restrictions on Use

You may not use the Platform or Content for any illegal purpose or in any manner inconsistent with the Terms of Service. You agree to use the Platform 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 Content in any manner that could compete with the business of OneGuide. 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 Platform, you may not recirculate, redistribute or publish the analysis and presentation included in the Platform without OneGuide’s prior written consent.

Modification of Content is a violation of the copyrights and other proprietary rights of OneGuide or its affiliates or licensors.  Additionally, you may not monetize or offer any part of the Platform 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 OneGuide. The Platform and the Content may not be used to construct a database of any kind. The Platform and the Content 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 OneGuide or its  affiliates or licensors 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 OneGuide’s consent, and you acknowledge that you have no ownership rights in and to any of such items. You will not use the Platform or the Content in unsolicited mailings or spam material. You will not use any trademarks, trade names, service marks, copyrights, or logos of OneGuide or its affiliates or licensors 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:

OneGuide, LLC

1312 17th Street

Unit #2239

Denver, CO 80202

Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information: 

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; 
2. A description of the copyright-protected work or other intellectual property right that you claim has been infringed; 
3. A description of the material that you claim is infringing and where it is located on the Platform; 
4. Your address, telephone number, and email address; 
5. A statement by you that you have a good faith belief that the use of those materials on the Platform is not authorized by the copyright owner, its agent, or the law; and 
6. 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 Platform.

22. Privacy

OneGuide’s current privacy policy is available on the Platform and at our website (www.askoneguide.com/privacy) (the “Privacy Policy”), which is incorporated by this reference. In accordance with the Privacy Policy, we may collect information about the location of your device each time you use the Platform, or when you otherwise consent to the collection of this information.

 We strongly recommend that you review the Privacy Policy closely.

23. Electronic Communications

The communications between you and OneGuide use electronic means, whether you use the Platform or send us emails, or whether OneGuide posts notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from OneGuide in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that OneGuide provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.

24. Notice

Communications made through the Platform’s email and messaging system, will not constitute legal notice to OneGuide or any of its officers, employees, agents or representatives in any situation where notice to OneGuide is required by contract or any law or regulation.

Any such notice must be sent to:

OneGuide, LLC

1312 17th Street

Unit #2239

Denver, CO 80202

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 if 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 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 OneGuide 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.

OneGuide may assign or delegate these Terms of Service and/or the Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including, but not limited, to an affiliate or an acquirer of assets. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without OneGuide’s prior written consent, and any unauthorized assignment and delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THE TERMS OF SERVICE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF SERVICE AND PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND SUPERSEDE ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.