Last updated: February 2019
These Terms and Conditions (“Terms”) apply to www.guidehouse.com and any other Guidehouse Website on or accessible via www.guidehouse.com (collectively, the “Websites”) that either link to these Terms or for which no separate Terms are provided.
Please read these Terms carefully as they contain important information regarding your legal rights, remedies and obligations with respect to your use of the Websites, including but not limited to various limitations and exclusions, and indemnities.
By accessing or using the Websites, and the services available via the Websites, you signify that you have read, understand and agree to be bound by these Terms in all respects with respect to the Websites. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not use, and must cease using, the Websites.
For clarity and comprehension, we have defined certain words used in the Terms and on the Websites. Additional definitions are included elsewhere in the Terms.
“Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.
“Guidehouse”, “we” or “us” refer to Guidehouse LLP and/or affiliates or subsidiaries.
“Guidehouse Parties” refers collectively and inclusively to Guidehouse, including its respective officers, directors, employees, affiliates, business associates, licensors, contractors and subcontractors.
“User” means all users of a Website.
“you” means you as an individual user of a Website.
About the Websites
The Websites provide information about Guidehouse, including thought leadership and the services and products we provide. References to “the site,” “the Website,” “the Websites”, and “www.guidehouse.com” include all software, content and features provided within the relevant Website(s).
Informational purposes only
The Websites and content available within them is for informational purposes only. Neither the Websites nor the content available within constitutes professional advice, and neither should be relied upon by you or any third party, including to operate or promote your business, secure financing or capital in any form, obtain any regulatory or governmental approvals, or otherwise be used in connection with procuring services or other benefits from any entity. Before making any decision or taking any action, you should consult with professional advisers.
Changes to and availability of the Websites
The Websites are made available on an “as is” basis with no representation or warranty with respect to their functionality or availability and with no guarantee that they are complete, accurate, or timely nor any guarantee regarding any results you or others may obtain from their use. Access to all or parts of any of the Websites may be suspended at any time without notice.
You will use the Websites only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify us at [email protected] and provide us with assistance, as requested, to stop or remedy such violation.
In using the Websites, you must not do any of the following:
- Post, transmit or otherwise make available through the Websites any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) a virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
- Post, transmit, or otherwise make available through the Websites any material protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
- Use the Websites for any commercial purpose or otherwise use the Websites for processing data or other information on behalf of any third party.
- Use the Websites for any purpose that is fraudulent or otherwise tortious or unlawful.
- Interfere with or disrupt the operation of the Websites or the servers or networks used to make the Websites available, including by hacking or defacing any portion of any of the Websites; or violate any requirement, procedure or policy of such servers or networks.
- Restrict or inhibit any other person from using the Websites.
- Create or share content without first obtaining any necessary permissions from third parties or otherwise use the Websites to post or transmit any information that you do not have the right to provide; that would violate any applicable law or regulation; or that would violate, infringe or misappropriate any third party right or interest.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Websites except as expressly authorized herein, without Guidehouse’s express prior written consent.
- Reverse engineer, decompile or disassemble any portion of any of the Websites, except where such restriction is expressly prohibited by applicable law.
- Remove or alter any copyright, trademark or other proprietary rights notice on the Websites or content you access via the Websites.
- Frame or mirror any portion of the Websites, or otherwise incorporate any portion of the Websites into any product or service, without Guidehouse’s express prior written consent.
- Systematically download and store Websites’ content.
- Use any robot, spider, Websites search/retrieval application or other manual or automatic device to (a) retrieve, index, “scrape,” “data mine” or otherwise gather content from the Websites, (b) reproduce or circumvent the navigational structure or presentation of the Websites, or (c) Harvest or collect information about users of the Websites without Guidehouse’s express prior written consent.
If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Websites or take any other steps we consider appropriate.
Requirements to Use the Websites
If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old.
If you are using the Websites on behalf of a corporation or other organization, you represent and warrant that you have the ability to agree to these Terms on behalf of such organization and all references to “you” throughout these Terms will include such organization, jointly and severally with you personally.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If any applicable law, rule or regulation prohibits you to access the Websites, you may not access them. If you nevertheless access or use the Websites, you will still be bound to these Terms and shall have all the obligations, responsibilities and liabilities as if you were eligible to do so.
Except where expressly stated otherwise, all right, title, and interest in and to the Websites and all Content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the Websites (collectively, “Our Content”) are (a) fully vested in us, our licensors, or our suppliers and (b) protected by applicable copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws.
You agree that Our Content is licensed subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Websites as set out in these Terms.
Unless otherwise expressly authorized by us in writing, you agree not to
- copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content;
- remove any proprietary notices or labels on or in Our Content; or
- allow any other person or entity to engage in any of the foregoing.
The Websites may contain links to websites and other materials made available by third parties (collectively, “Third Party Content”). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content.
Third Party Content may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Websites as set out in these Terms.
We neither control nor endorse, nor are responsible for, any Third Party Content and we make no representations or warranties with respect to them. The availability of any Third Party Content through the Websites does not imply the endorsement of, or affiliation with, any provider of such Websites or materials. Your use of any Third Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third Party Content).
Trade and Service marks
You may not use the “Guidehouse” trade name, trademark, service mark, logo or design, or any other mark held by Guidehouse, in connection with any product or service that is not of Guidehouse nor in any manner that is likely to cause confusions.
The Websites may include open source components, which are licensed for use and distribution by us under applicable open source licenses. Use of these open source components is governed by and subject to the terms and conditions of the applicable open source license.
Liability and Warranties
Guidehouse makes no representations or warranties about the site, which is provided “as is”. To the maximum extent permitted by law, we exclude all implied warranties regarding the site, including without limitation, the warranties of merchantability, fitness for purpose, title, and non-infringement.
Limitation of liability
The Websites are provided for information purposes only and, to the maximum extent permitted by applicable law, we and our associated persons exclude all liability for any loss or damage of whatever kind and however arising in connection with your use of, or inability to use, the Websites and any materials you obtain via the Websites.
You acknowledge and accept that use of the Websites is subject to the risks inherent in any connection and transmission on the internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, neither Guidehouse nor any Guidehouse Parties are liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Websites arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GUIDEHOUSE PARTIES DISCLAIM ALL LIABILITY AND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF.
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GUIDEHOUSE PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ERRORS OR OMISSIONS IN THE WEBSITES; ANY INFORMATION MADE AVAILABLE THROUGH THEM; ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE WEBSITES OR THE INFORMATION MADE AVAILABLE THROUGH THEM; OR FOR ANY LOSS OR DAMAGES – INCLUDING CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES – THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITES OR ANY INFORMATION OR MATERIALS OBTAINED BY YOU VIA OR IN CONNECTION WITH THE WEBSITES.
To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify, and hold the Guidehouse Parties and their insurers harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses in connection with any claim arising out of or in connection with any content or information posted or transmitted by you using the Websites or otherwise arising out of your use of the Websites or use of the Websites by any third party who is given or gains access to the Websites due to your action or inaction. The Guidehouse Parties have the right at any time to forego the indemnification and assume the defense of any claim. Notwithstanding the foregoing, it is not the intent of the Guidehouse Parties to affect the rights of the Guidehouse Parties or their insurers to assume the defense or settlement of any claim against any Guidehouse Party for which insurance coverage is sought under any applicable insurance policy.
Disclaimers and Assumptions of Risk
GUIDEHOUSE DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT CONTAINED ON THIS SITE.
The Websites and all information provided to you via the Websites is provided “as is” and “as available.” To the maximum extent permitted by applicable law, the Guidehouse Parties disclaim all express, implied, and statutory warranties with respect to the same, including without limitation all express, implied, and statutory warranties with respect to the same, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, non-interference, error-free service, and uninterrupted service. Guidehouse does not represent or warrant that the Websites, services and information provided through the Websites, or software or information downloaded from the Websites will be accurate, current, uninterrupted, error-free, omission-free, or free from viruses or other harmful components.
BY MAKING AVAILABLE THE WEBSITES, GUIDEHOUSE IS NOT MAKING AN OFFER OF ANY FINANCIAL, TAX, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL SERVICES OR GOODS, AND THE INFORMATION PRESENTED ON THE WEBSITES SHOULD NOT BE CONSTRUED AS LEGAL, TAX, ACCOUNTING OR ANY OTHER PROFESSIONAL ADVICE OR SERVICE.
Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.
Other legal provisions
We reserve the right to amend these Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. The latest, fully-amended version of these Terms will be published on the Websites. You are responsible for regularly reviewing the Websites to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate the agreement between you and us regarding the use of the Websites as set out in these Terms. If you continue to use the Websites after the effective date of any amendment, you will be conclusively deemed to have accepted such amended version of these Terms.
You acknowledge that we may use your Personal Data according to our Privacy Statement, which is incorporated herein by this reference. You hereby agree to the terms of our Privacy Statement, including any obligations imposed on you therein.
Without limiting any of our rights, we may suspend, restrict or terminate your use of the Websites without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the Terms, including but not limited to any of your responsibilities as set out above.
No implied waiver
If you do not comply with these Terms, and we do not take action immediately, this does not mean we or any of the Guidehouse Parties are giving up any rights that we/they may have (such as taking action in the future).
Any cause of action you may have with respect to these Terms or the Websites must be commenced within one year after the claim or cause of action arose, or it will be barred.
We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms or use of the Websites.
Neither party will be responsible for a failure to fulfill its obligations under these Terms or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.
These Terms, as amended from time to time, including any and all documents, Websites, rules, terms and policies referenced herein, including but not limited to the Privacy Statement, constitutes the entire agreement between us and you with respect to your use of the Websites.
The parties have requested and agree that these Terms and all documents relating thereto be drawn up in English.
If a particular term is found to be unenforceable, this will not affect any other terms.
Governing Law and Dispute Resolution
Unless Terms and Conditions available on a particular Website state otherwise, these Terms will be governed by United States law and any dispute or proceedings arising from your use of the Websites shall be subject to the exclusive jurisdiction of the state of Delaware.
The Privacy Statement and Terms are current as of the date on the top of this page. We may update the Terms and Privacy Statement at any time by publishing an updated versions here. If you continue to use the Websites after any such changes, that will indicate you accept those changes.