The Marketplace allows you, as a property owner, licensor, owner,
franchisor, asset manager, landlord, vendor and/or lessor, to list your leasable properties (the “Properties”)
on the Marketplace so that Guesst can identify and connect you with merchants, tenants, licensees, occupiers,
franchisees, vendors, and lessees (“Merchants”) to lease space from you. You agree to provide to Guesst any
information requested by Guesst that is necessary to the operation of the Marketplace and the listing of the
Properties, including without limitation providing such information about the Properties (including without
limitation location, square footage, demographics, annual base rent, taxes, fees and photographs of the
Properties) as may be necessary for Guesst to list the Properties on the Marketplace.
Guesst will assess Merchants using the Marketplace and provide you with information about Merchants that Guesst believes may be an appropriate tenant at your Properties (the “Services”). If you and Merchant enter into an agreement by which Merchant leases space from you at your Property (a “Trial Agreement”), such Trial Agreement shall have a term of three (3) months and any rent paid thereunder shall be calculated as a percentage of Merchant’s profits at the Property (“Percentage Rent”). Following the expiration of the term of the Trial Agreement, any lease, rental agreement, license agreement, franchise agreement or vendor agreement entered into by you and Merchant shall be negotiated outside the Marketplace and Guesst shall have no role, obligation or liability with respect to such negotiation.
As a condition to your use of these services, you expressly agree that
you and your Authorized Users will not use the Marketplace or other Internet services provided by Guesst for
any purpose that is unlawful or prohibited by these terms, conditions, and notices. You agree to abide
by all applicable local, state, national, and international laws and regulations and are solely responsible
for all acts or omissions that occur under your member name, including the content of your transmissions and
the accuracy of such content.
You and your Authorized Users will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Marketplace or take any action that imposes an unreasonable or disproportionately large load on Guesst’s infrastructure as determined by Guesst in its sole discretion.
You will receive a password and account designation upon completing the
Guesst registration process and becoming a registered user. You may also create “Profiles” under your
account for other Authorized Users. Your passwords are the property of Guesst and for security reasons
must not be disclosed to any other party except for Authorized Users under your account. You are
responsible for maintaining the confidentiality of your password and account and for all activities that occur
under your password or account (including the activities of Authorized Users under your account), such as
uploading any data about the Properties. You acknowledge and agree that uploading any false, misleading,
To provide you with Guesst’s services [and services that Guesst provides
to third parties in connection with your use of the Marketplace], Guesst collects information about you.
Guesst may incorporate data received from you through the Marketplace, including, but not limited to,
information about your Properties, into anonymized, aggregated data. By using the Marketplace, and
data received from you regarding the Properties in anonymized and/or aggregated form.
[BY AGREEING TO THESE TERMS OF SERVICE, YOU HEREBY ATTEST THAT YOUR ORGANIZATION IS AWARE OF AND COMPLIANT WITH ANY APPLICABLE REQUIREMENTS OF RELEVANT PRIVACY LAW, INCLUDING, BUT NOT LIMITED TO, THE CALIFORNIA CONSUMER PRIVACY ACT OF 2018, AS AMENDED, AND THE GENERAL DATA PROTECTION REGULATION (GDPR).]
Your use of and any browsing on the Marketplace and related Internet
services are at your risk. Neither Guesst nor any other party involved in creating, producing, or
delivering the Marketplace, including, but not limited to, Shopify, is liable for any direct, indirect,
incidental, consequential or punitive damages arising out of your access to, or use of, the Marketplace or
related services. Guesst does not guarantee that the functional aspects of the Marketplace will be
uninterrupted or error-free or that the Marketplace or the server that provides it are free of viruses or
other harmful components. Everything on the Marketplace is provided to you “AS IS” WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FOR EXAMPLE, INFORMATION ON THE MARKETPLACE MAY
NOT BE CURRENT, OR COMPLETE WHEN YOU VISIT THE MARKETPLACE AND IT MAY CONTAIN ERRORS AND INACCURACIES. ADDITIONALLY,
WE DO NOT MAKE ANY COMMITMENTS OF THE MARKETPLACE’S FUNCTIONALITY, AVAILABLITY, RELIABLITY OR ABILITY TO MEET
Guesst does not warrant that the Services will be uninterrupted, timely or secure.
Guesst also assumes no responsibility and shall not be liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Marketplace (or related services) or your downloading of any materials, drawings, data, text, images, video, or audio from the Marketplace.
Guesst is not responsible for any information or data distribution by Merchants, including your use of the Marketplace or listing of specific Properties on the Marketplace, or by any other recipients of data via the Marketplace approved by a Merchant.
exclusive remedy is to terminate your use of the Marketplace or your Guesst Service Agreement, if
Notwithstanding the foregoing, the payment of any fees owed to Guesst prior to or upon termination shall be governed by the terms of the Guesst Service Agreement, if applicable.
The Marketplace is the property of Guesst or its licensors, and is
protected by copyright and other intellectual property laws. The Marketplace may be used only for your
business purposes. You agree not to copy, reproduce, modify, display, perform, publish, translate, or
create derivative works based upon the Marketplace.
“GuesstList” is a trademark of Guesst in the United States. Guesst’s trademarks may not be used in connection with any product or service which is not Guesst’s, in any manner likely to cause confusion among customers or in any way that disparages or discredits Guesst. Other trademarks that appear on the Marketplace are the property of their respective owners.
The software and documentation available on the Marketplace are “commercial items,” as that term is defined in 48 C.F.R. 2.101 (October 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227.7202-4 (June 1995), all U.S. government end users acquire the software and documentation with only those rights set forth herein.
Your use of the Marketplace, and any related legal action, shall be governed by the laws of the State of New York, without regard to conflict of laws principles. The sole jurisdiction and venue for any litigation arising out of your use of or inquiries to the Marketplace shall be an appropriate federal or state court located in the State of New York.
continuing waiver of such term or condition or any other term or condition.