Terms and Conditions

Phindyr Terms & Conditions

These Terms of Service (“Terms”) are a binding legal agreement between you and Phindyr LLC that govern the right to use the websites, mobile applications, APIs, and other offerings from Phindyr (collectively, the “Phindyr Platform”). When used in these Terms, “Phindyr,” “we,” “us,” or “our” refers to Phindyr LLC.

The Phindyr Platform enables users (“Members”) to publish, offer, search for, and book services. Members when publishing, offering, and delivering services are “Guides” and Members when searching for, booking, or using services are “Guests.” Guides offer in person and/or outdoor accommodations, activities, excursions, and events, and a variety of travel and other services (collectively, “Guide Services,” and each Guide Service offering, a “Listing”). As the provider of the Phindyr Platform, Phindyr does not own, control, offer or manage any Listings or Guide Services. Phindyr is not a party to the contracts entered into directly between Guides and Guests, nor is Phindyr a real estate broker, travel agency, or insurer.

We maintain other terms and policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data.

Guest Terms

Account Creation

You may create an account to use the Phindyr platform. You must be, and represent that you are, at least 16 to create an account.
If you create an account, you agree that Phindyr may send you operational and marketing emails and other messages. You may adjust your communications preferences, including opting out of marketing, as specified in our Privacy Policy.

Booking

When you book a Listing, you are agreeing to pay all charges for your booking including the Listing price, applicable fees like Phindyr’s service fees, taxes, and any other items identified during checkout (collectively, “Total Price”). If you choose to pay using a currency that differs from the currency set by the Guide for their Listing, the price displayed to you is based on a currency conversion rate determined by us. You understand that currency conversion rates may fluctuate, that the rate you are charged may be different from published rates, and that Phindyr does not guarantee that the rate will be the most favorable available to you. You are also agreeing that Phindyr may charge the Payment Method used to book the Listing in order to collect any amounts you owe to a Guide or to Phindyr.
When you receive the booking confirmation, a contract for Guide Services (a "Reservation") is formed directly between you and the Guide. By making a Reservation you are agreeing to the terms of the contract. The terms of the contract include these Terms, all Phindyr policies, all terms of the Reservation, including without limitation, any alternate cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation (“Listing Terms”). It is your responsibility to read and understand these terms of the contract including these Terms and all terms of the Reservation including all rules, standards, policies, and requirements prior to booking a Listing. Be aware that some Guides work with a co-guide or as part of a team to provide their Guide Services.

Cancellations, Reservation Issues, Refunds and Booking Modification

Cancellations, Reservation Issues, and Refunds. Unless stated elsewhere in these Terms, Phindyr Policies, or the Listing Terms, all Reservations are final and non-refundable. If you cancel a Reservation, unless the Listing Terms specify a different result, you will not receive a refund. If the Guide cancels, you may be eligible for rebooking assistance or a partial or full refund under our Rebooking and Refund Policy. Some Listing Terms change this baseline policy and may provide for different cancellation and/or refund policies. By completing a booking, you acknowledge and agree to these Terms as well as any additional Listing Terms. It is your responsibility to read and understand all of the applicable Listing Terms. You may appeal a decision by Phindyr by contacting our customer service.
Booking Modifications. Guests and Guides are responsible for any booking modifications they agree to make via the Phindyr Platform or direct Phindyr customer service to make on their behalf ("Booking Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

Your Responsibilities and Assumption of Risk

Your Responsibilities.

You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any Guide Service and all areas and facilities where the Guide Service is located that the Guide and Guest are legally entitled to use in connection with the Reservation. You agree to pay all reasonable Damage Claim amounts.
If you are booking for an additional guest who is a minor or if you bring a minor to a Guide Service, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.
You represent that you and anyone you invite to participate in a Guide Service is at least the minimum legal age and otherwise legally allowed to participate in the Guide Service.
You are responsible for confirming that you, and anyone you invite, meet minimum age, proficiency, fitness, or other requirements of any Guide Service you book. You are responsible for informing the Guide of any medical or physical conditions, or other circumstances that may impact your ability to participate, attend, or use the Guide Service. Except where expressly authorized, you may not allow any person to join a Guide Service unless they are included as an additional guest during the booking process.

Equipment and Safety. Unless otherwise stated in the Listing Terms, you are responsible for providing all of your own equipment that you deem necessary for the Guide Service you book. You are responsible for ensuring the safety (to yourselves and others) of all equipment you bring to a Guide Service. You are responsible for ensuring that any equipment you bring (including without limitation any firearms or archery equipment) comply with all applicable laws in the locations where you travel and where the Guide Service takes place. You are solely responsible for ensuring compliance with all relevant firearm and game transport laws, including storage, declaration, and state or federal transportation rules. You are responsible for following any safety guidelines provided by your Guides.
Licenses and Permits. Unless otherwise stated in the Listing Terms, you are responsible for obtaining any and all licenses, permits, tags and other documents legally required for you to participate in the Guide Service (e.g. hunting and fishing licenses, tags, migratory bird stamps, etc.).
Compliance With Law. You are responsible for understanding the laws and regulations applicable to the Guide Service you book. You represent and agree to comply with all applicable laws, and to act with integrity and treat others with respect at all times.

Your Assumption of Risk, Waiver, Limitation of Liability, and Indemnification

Assumption of Risk. You acknowledge that Guide Services may carry inherent risks, including the risk of exposure to extreme weather conditions, other dangerous conditions, or pathogens; potentially dangerous equipment; potentially dangerous wildlife; and other conditions or actions, all of which could result in bodily injury, disability, illness or disease, or death. You agree that you are voluntarily participating in these activities with knowledge of the dangers involved. You agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Phindyr Platform and any Content, including your participation in any Guide Service, or any other interaction you have with other Members whether in person or online.
Waiver and Release. To the fullest extent permitted by law, you, on behalf of yourself, your heirs, executors, administrators, and assigns, hereby waive, release, and discharge any and all claims, demands, rights, causes of action, and liabilities of any kind, whether known or unknown, against the Guides and other individuals providing Guide Services and Phindyr, Inc., including their affiliates, subsidiaries, officers, directors, employees, and agents (collectively, the "Released Parties"), arising out of or relating to your use of the Phindyr Platform or participation in Guide Services. This waiver and release include, without limitation, any claims arising out of (a) negligence on the part of the Released Parties; (b) any acts or omissions of the Guides or Phindyr; (c) any physical or emotional injury, disability, illness, or death; and (d) any damage to or loss of personal property.
Indemnification: You agree to indemnify, defend, and hold harmless the Released Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with your use of the Phindyr Platform or participation in the guided activities.
Acknowledgment of Understanding: You acknowledge that you have read this waiver and release of claims, fully understand its terms, and understand that you are giving up substantial rights, including your right to sue the Released Parties. You acknowledge that you are agreeing to these terms freely and voluntarily, and intend your agreement to be a complete and unconditional release of all liability to the greatest extent allowed by law.
By booking and participating in guide services through the Phindyr Platform, you confirm your acceptance of this waiver and release of claims.

Dispute Resolution Procedure, (Including Arbitration Agreement, Class Action Waiver, Jury Trial Waiver, Governing Law, and Venue). Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and Phindyr agree that any controversy, claim, action, or dispute in any way related to your use of the Phindyr Platform, any Booking, or to any products or services advertised, sold, or distributed by Phindyr, including disputes between you and a Guide ("Dispute") will be resolved by this Dispute Resolution Procedure, including its arbitration agreement ("Arbitration Agreement"), class action waiver, and jury trial waiver. In arbitration there is less discovery and appellate review than in court. Please review these provisions carefully as they affect your legal rights.

Informal Dispute Resolution. If a Dispute arises between you and Phindyr, we prefer amicable resolution to formal legal proceedings. To that end, we have an informal dispute resolution process (“Process”) we believe should resolve most matters. The party asserting the Dispute shall first try in good faith to resolve such Dispute by providing written notice (the “Notice”) to the other party (by first class or registered mail) that includes all of the following information: (1) information sufficient to identify any transaction and account at issue (including any purchase receipt if applicable); (2) the party’s contact information (including name, address, telephone number, and email address); and (3) a detailed description of the nature and basis of the Dispute and the relief sought, including a calculation for it. The Notice must be personally signed by the party initiating the Dispute (and their counsel, if represented). If you have the Dispute with us, you must send this Notice to: Phindyr Legal Department, P.O. Box 1412, Edgemont, PA 19028, Attn: General Counsel. If we have a Dispute with you, we will send this Notice to your last-used billing address or the billing and/or shipping address in your online profile. For a period of 60 days from receipt of a completed Notice (which can be extended by agreement of the parties), you and we agree to negotiate in good faith in an effort to informally resolve the Dispute. The party receiving the notice may request a telephone settlement conference to aid in the resolution of the Dispute. If such a conference is requested, you and a Phindyr representative will personally attend (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the 60-day period. Completion of this Process is a condition precedent to initiating a claim in arbitration. If the sufficiency of a Notice or compliance with this Process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with this Process in arbitration. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed Notice through the conclusion of this Process.
Arbitration Agreement. To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute shall be resolved through binding individual arbitration. Accordingly, except as set forth in this Dispute Resolution Procedure, you and Phindyr agree to give up the right to go to court to assert or defend rights under this Arbitration Agreement and with respect to any Dispute (except small claims, as described below). The arbitrator shall decide all issues except the following (which are for a court of competent jurisdiction to decide): (1) issues that are reserved for a court in the Terms; (2) issues that relate to the scope, validity, and enforceability of this Arbitration Agreement, class action waiver, or any of the provisions of this Dispute Resolution Procedure; and (3) issues that relate to the arbitrability of any Dispute. You and we agree that these Terms evidence a transaction in interstate commerce and that this Arbitration Agreement will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law. Notwithstanding the foregoing, you or we may elect to have a Dispute heard in small claims court as long as it is brought and maintained as an individual claim, and it remains in that court and is not removed or appealed to a court of general jurisdiction.
How Arbitration Works. The arbitration of any Dispute shall be administered by and conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (as applicable) (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available online at www.adr.org. You and we understand and agree that the AAA’s administrative determination that this Arbitration Agreement comports with the Consumer Due Process Protocol is final and that neither a court nor an arbitrator has the authority to revisit it. If the AAA is unavailable or unwilling to administer the arbitration consistent with this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall petition a court of competent jurisdiction to appoint an administrator that will do so. An arbitration demand must be accompanied by a certification of compliance with the Process and be personally signed by the party initiating arbitration (and counsel, if represented). By submitting an arbitration demand, the party and counsel represent that, as in court, that they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing if the respondent elects one. You and we reserve the right to request a hearing in any matter from the arbitrator. You and a Phindyr representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in the county or parish in which you reside or at another mutually agreed location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent permitted by applicable law, you and we agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both you and we agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce the Terms as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. The arbitrator shall issue a reasoned written decision sufficient to explain their essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding in which you are not a named party.
What Arbitration Costs. Payment of arbitration fees will be governed by the AAA Rules and fee schedule. You and we agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA about arbitration fees, and you and we agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
Additional Procedures for Mass Arbitration

You and we agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this Arbitration Agreement) shall apply if you choose to participate in a Mass Arbitration. If 25 or more similar Disputes (including yours) are asserted against Phindyr by the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), you agree that your Dispute may be delayed and ultimately proceed in court. If your Dispute is part of a Mass Arbitration, any applicable limitations period (including statutes of limitation) shall be tolled for your Dispute from the time your Dispute is first submitted to the AAA until your Dispute is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.

Stage 1 - If at least 100 Disputes are submitted as part of the Mass Arbitration, counsel for the claimants and counsel for Phindyr shall each select 50 Disputes to be filed and to proceed as cases in individual arbitrations as part of this initial staged process. The number of Disputes to be selected to proceed in Stage 1 can be modified by agreement of counsel for the parties (and if there are fewer than 100 Disputes, then all shall proceed individually at Stage 1). Each of the 100 (or fewer) cases shall be assigned to a different arbitrator and proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage 1. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this initial set of proceedings, counsel for the parties shall participate in a global mediation session jointly selected by counsel in an effort to resolve the remaining Disputes (as informed by adjudications of cases in Stage 1). The parties shall equally split the mediator’s fees, with half paid by Phindyr, and the other half split amongst the claimants.
Stage 2 - If the remaining Disputes have not been resolved in Stage 1, the same process for Stage 1 will repeat for Stage 2 with 100 total Disputes proceeding in individual arbitrations except that arbitrators who presided over a case in Stage 1 may be appointed to preside over a Dispute that proceeds as part of Stage 2, unless either party objects. After this second set of staged proceedings, counsel for the parties will participate in another global mediation to try to resolve the remaining Disputes. The parties shall equally split the mediator’s fees, with half paid by Phindyr, and the other half split amongst the claimants. Upon completion of the mediation set forth in Stage 2, each remaining Dispute (if any) that is not settled or withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of the Terms and the Dispute Resolution Procedure. Counsel for the parties, however, may mutually agree in writing to proceed with the adjudication of some or all of the remaining Disputes in individual arbitrations consistent with the process for Stage 2 (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually agreeable process. A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees.

The Additional Procedures for Mass Arbitration provision and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Additional Procedures for Mass Arbitration apply to your Dispute and are not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms and the Dispute Resolution Procedure.

Future Changes to Arbitration Agreement. If we make any future changes to this Arbitration Agreement (other than a change to our contact information), you may reject any such change by sending your personally signed, written notice to the following address within 30 days of the change: Phindyr Legal Department, P.O. Box 1412, Edgemont, PA 19028, Attn: General Counsel. Such written notice does not constitute an opt out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and Phindyr in accordance with this version of the Arbitration Agreement.
Waiver of Right to Bring Class Actions and Representative Claims. You and we each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, collective, consolidated, private attorney general, or representative action. You and we agree to waive any right to bring or to participate in such an action in arbitration or in court to the fullest extent permitted by applicable law. Notwithstanding the foregoing, the parties retain the right to participate in a class-wide settlement.
Jury Trial Waiver. To the fullest extent permitted by applicable law, you and we waive the right to a jury trial.
Governing Law and Venue. The Guest Terms, including this Dispute Resolution Procedure, are governed by the laws of the Commonwealth of Pennsylvania, without regard to their conflict of law rules. If the Arbitration Agreement is ever deemed unenforceable or void in connection with your Dispute, or if a claim between the parties is not subject to arbitration, you irrevocably consent to the exclusive jurisdiction of the federal and state courts encompassed by Philadelphia County, Pennsylvania for purposes of any legal action (including any action challenging the enforceability of the Terms, including the Dispute Resolution Procedure). You waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to: (1) inconvenient forum or (2) any other basis or any right to seek to transfer or change venue of any such action to another court.
Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with the Federal Arbitration Act and, where applicable, the law of the Commonwealth of Pennsylvania. The terms of the Arbitration Agreement provisions shall survive after your relationship with Phindyr and/or use of our websites or other services and products ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

Guest Reviews and Feedback; Right to Use Images

Submission of Reviews: Phindyr encourages Guests to leave reviews and feedback for Guides to help other users make informed decisions. When submitting a review, please follow these guidelines:

Provide honest and constructive feedback based on your personal experience.
Refrain from using offensive or inappropriate language.
Avoid sharing personal information about yourself or others.
Ensure that your review is relevant to the Guide Services provided and reflects your genuine opinion.

Content Standards: To maintain the integrity and usefulness of reviews on the Phindyr Platform, all submitted content must adhere to the following standards:

Accuracy: Reviews should accurately reflect the Guest's experience with the guide services.
Respectfulness: Reviews should be respectful and not include any form of harassment, threats, or offensive content.
Relevance: Reviews should focus on the specific services received and avoid unrelated commentary.
Non-Commercial: Reviews should not contain promotional content, advertisements, or links to external websites.

Platform's Rights: Phindyr reserves the right to monitor, edit, or remove any reviews or feedback submitted by Guests at its sole discretion. This may be done without notice to ensure compliance with our guidelines and content standards. Specifically, Phindyr may remove or edit reviews that:

Violate the content standards outlined above.
Contain false or misleading information.
Are deemed irrelevant or inappropriate for the platform.
Appear to be spam or are suspected of being fraudulent.

Right to Use Images

By submitting a review or other content, you grant Phindyr a non-exclusive, royalty-free, perpetual, and irrevocable license to use, modify, reproduce, and distribute your content, including images, in connection with the operation and promotion of the Phindyr Platform or any Guide Service.
You understand and agree that Guides, Phindyr, and their agents and contractors may take photos, videos, or capture other media of you and your trip. You understand and agree that Guides and Phindyr may use such materials in content on the Phindyr Platform and in marketing on other platforms, such as Google or Meta, without compensation to you.

Guest Prohibited Conduct

You agree to adhere to the following guidelines and understand that engaging in prohibited activities may result in consequences, including account suspension or termination. The following activities are strictly prohibited:

Fraudulent Activities: Engaging in any form of fraud, including but not limited to providing false information, impersonating others, or using stolen payment information.
Harassment and Abuse: Harassing, threatening, or abusing Guides, other Guests, or any members of the Phindyr community. This includes sending inappropriate or offensive messages.
Discrimination: Discriminating against or making derogatory remarks about others based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, or any other characteristic protected by law.
Violation of Laws: Engaging in activities that violate any applicable laws or regulations.
Misuse of Platform: Using the Phindyr Platform for purposes other than those intended, including but not limited to soliciting business outside of the platform, posting irrelevant or inappropriate content, disrupting the operation of the platform, attempting to divert Guests to third-party platforms, engaging in scraping, and manipulating reviews.
Unauthorized Access: Attempting to gain unauthorized access to the Phindyr Platform, user accounts, or computer systems or networks connected to the platform.
Community Conduct

Spamming: Sending unsolicited messages or spam to Guides, other Guests, or any members of the Phindyr community.
Content Violations: Posting, sharing, or transmitting content that is illegal, obscene, defamatory, threatening, infringing on intellectual property rights, or otherwise objectionable.
Harmful Behavior: Engaging in behavior that could harm or negatively impact the Phindyr community, including spreading false information or attempting to undermine the platform’s integrity.
Misleading Content: Posting any AI-generated or manipulated content that misrepresents any Guide Service or the Phindyr Platform.

Consequences of Prohibited Activities Phindyr takes violations of these guidelines seriously. If you engage in any of the prohibited activities listed above, Phindyr may take one or more of the following actions:

Warning: Issuing a warning to you regarding your conduct.
Content Removal: Removing any offending content that violates our guidelines.
Account Suspension: Temporarily suspending your account to investigate the reported violations.
Account Termination: Permanently terminating your account and banning you from accessing the Phindyr Platform in the future.
Legal Action: Taking appropriate legal action if necessary, including reporting to law enforcement authorities.

Phindyr reserves the right to take any other actions it deems necessary to protect the integrity and safety of the platform and its users. If your account is suspended or terminated, you may not be eligible for any refunds or compensation for any pending or unused services.
By using the Phindyr Platform, you agree to comply with these guidelines and understand the potential consequences of engaging in prohibited activities. Thank you for helping us maintain a safe and respectful community.

Miscellaneous

Choice of Law. These Terms and any dispute arising out of or relating to the Phindyr Platform shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles.
Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified so that it is valid and enforceable to the maximum extent permitted by law, and the parties agree that such modification shall fulfill their original intent as closely as possible.
Entire Agreement. These Terms, along with any other policies or agreements referenced herein or incorporated by reference, constitute the entire agreement between you and Phindyr with respect to your use of the Phindyr Platform. They supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and Phindyr regarding your use of the platform. Any modifications to these Terms and Conditions must be made in writing and signed by an authorized representative of Phindyr.
Amendment. Phindyr reserves the right to amend or modify these Terms at any time for any reason by posting revised Terms to the Phindyr Platform. By continuing to use the Phindyr Platform and/or making any Booking, you agree to be bound by the then current Terms.

Guide Terms

Statements & Recommendation

Guide Statements. Guide states that: (a) Guide has authorized the individual executing this agreement or registering Guide for access to the Phindyr Platform to bind Guide, (b) Guide is authorized to enter into and perform its obligations under this agreement, (c) Guide believes that its performance under this agreement will not violate any other agreement, and (d) Guide is commercially sophisticated.
Phindyr Statements. Phindyr states that: (a) it has the authority to enter into and perform its obligations under this agreement, and (b) it believes that its performance under this agreement will not violate any other agreement.
Phindyr Recommendation. Phindyr hereby recommends that Guide obtain counsel of its own choosing in reviewing this agreement and deciding whether to enter into this agreement.

Registration & Access To The Phindyr Platform

Registration for and Use of the Marketplaces. Guide may register to sell on the Phindyr Platform. If Guide registers on one the Phindyr Platform, Guide will be bound by the terms of this agreement. Phindyr may accept or reject Guide’s registration for the Phindyr Platform.
Amendment of this Agreement. Phindyr may modify the terms of this agreement at any time by posting amendments to these Terms & Conditions on the Phindyr Platform and emailing a notice to Guide at the email address Guide provided when registering. If Guide registers on the Phindyr Platform or continues to use the Phindyr Platform, Guide will be bound by the then current terms of this agreement.
Phindyr Policies. Phindyr may publish or amend policies governing Guide’s access to or use of the Phindyr Platform (“Policies”). If Guide registers on the Phindyr Platform or continues to offer products for sale on the Phindyr Platform, Guide will be bound by the Platform’s then current Policies. Phindyr will post any Policies or amendments to Policies on the Phindyr Platform.
Marketplace Design and Access. If Phindyr accepts Guide’s registration for the Phindyr Platform, Phindyr will provide Guide access to the Platform for Guide to post Listings and facilitate the sale of Guide’s Services to Guests. Phindyr may determine or change any aspect of the Phindyr Platform without notice to Guide. Phindyr may stop providing Guide access to the Phindyr Platform without notice to Guide without liability to Guide and without any obligation to refund any service fees unless required by law.
Permits and Licenses. Guide shall obtain all permits and licenses required to operate its business in accordance with Applicable Law at its own expense. Guide shall pay all fees or assessments which may be due for selling or offering for sale Guide Services on the Phindyr Platform.

Guide Content & Product Listings

Phindyr Is Not Seller Of Record. Sales of Guide Services on the Phindyr Platform are between Guide and Guide’s Guests; Phindyr is not the seller and is not a party to such transactions. Guide’s listing of Guide Services on the Phindyr Platform does not imply that Phindyr endorses or is affiliated with Guide or Guide’s Products.
Guide Content. Guide shall ensure that all information and data it provides to Phindyr or Guests is accurate, not misleading, and complies with Applicable Law. Guide shall ensure that all electronic information and data it transmits to Phindyr or a Guest does not contain any harmful code or other feature designed to obtain unauthorized access to or information from or damage or degrade in any manner any computer system, application, or code.

Guide Service Listings.

Guide shall create or approve Listings using the Phindyr Platform for all Guide Services it intends to sell on the Phindyr Platform.
Guide shall create or approve only Listings that are accurate and comply with Applicable Law, the Policies, and any specifications posted in the Phindyr Platform.
Guide shall ensure that Phindyr’s use of Guide’s Listings will not (1) violate any intellectual property rights of non-parties; (b) contain defamatory or discriminatory content; (c) constitute an invasion of a party’s rights of privacy or publicity; and/or (d) reflect unfavorably on Phindyr, the Phindyr Platform and/or other Guides on the Platform;
Guide shall not create Listings that:

offer products or services that are inauthentic or counterfeit;
offer Guide Services that Guide does not have the ability to fulfill;
offer products or services that require a license or permit that the Guide or Guest (as applicable) does not possess;
offer products or services that violate Applicable Law, including without limitation fish and game laws and regulations, firearms laws, and land use or trespass laws;
promote or engage in any deceptive trade practice (including spoofing, slamming, cramming, phishing, or attempting to scam or defraud a Phindyr Guest into surrendering private and/or personal information);
contain nudity or pornographic, obscene, or offensive content; or
use any Phindyr trademarks or imply that Phindyr endorses or approves the Listing.
Use any AI-generated or manipulated images that misrepresent or are misleading regarding any aspect of a Guide Service or Listing.

Phindyr may modify, reject, remove, or censor any Listing for any reason at Phindyr’s sole discretion. Phindyr may suspend or terminate a Guide’s ability to publish a Guide Profile or Listings at any time for any reason within Phindyr’s sole discretion.

Listing Maintenance. Guide is responsible for its own Listings, including updating its Listings to ensure that they are accurate and comply with this agreement.
Listing Pricing.

Guide Established. Guide shall establish prices for its Guide Services in compliance with this agreement. Guide will enter pricing using the Phindyr Platform, unless Phindyr approves another method in writing. Phindyr will add its service fees and any applicable taxes it must collect to Guide’s pricing. Listings will display this combined price to Guests.
Non-Diversion of Guests. Guide shall not solicit, suggest, or encourage Guests to purchase Guide Services through any sales channel other than the Phindyr Platform.
Pricing Errors. If Guide provides incorrect pricing information in a Listing (a “Guide Pricing Error”), Phindyr may, at Guide’s expense, take any commercially reasonable action necessary to avoid or repair harm to Phindyr due to the Guide Pricing Error, including requiring Guide to honor all Listing purchases at the erroneous price and compensating Guests for any inconvenience caused by a Guide Pricing Error. Guide shall reimburse Phindyr for all losses, expenses, or liabilities Phindyr incurs as a result of Guide Pricing Errors. Phindyr reserves the right to cancel or correct pricing errors before or after confirmation.

Listing Sale, Cancellation, and Guest Service

Guest Orders.

Processing Guest Orders. Phindyr shall process Guest Orders on behalf of Guide and collect all amounts due for Listings that Guests order from Guide through the Phindyr Platform. After processing a Guest Order, Phindyr shall email Guide a notice of the Guest Order at the email address that Guide identified in the Phindyr Platform. If Phindyr believes a transaction is erroneous, duplicate, contrary to the Phindyr Platform Policy, or fraudulent, it may stop, cancel or prohibit the transaction.
Transfer of Guest Payments. Guide hereby appoints Phindyr as an agent of Guide for the sole and express purpose of receiving payments from Guests for Guide’s Listings sold on the Phindyr Platform. As between Guide and a Guest who purchases Guide Services from Guide, Phindyr’s receipt of funds from the Guest will be deemed the receipt of funds by Guide. Phindyr shall transfer the amount Phindyr collected from the Guest, less Phindyr’s fees and applicable taxes, to Guide using the processes and under the timing set forth in the Policies.

Service Delivery, Insurance, and Acknowledgement of Risk.

Guide shall deliver the services described in a Listing in compliance with all Applicable Laws and in a professional, safe, respectful, and commercially reasonable fashion. Guide is responsible and liable for its own acts and omissions. Guide shall ensure that all of its interactions with Guests are professional, courteous, safe, and delivered in a manner that will not reflect poorly on Phindyr.
Guide shall carry appropriate liability and other insurance to cover potential illness, bodily injury, disability, or death of Guests, Guide, or Guide’s employees, agents, or contractors.
Guide acknowledges that many activities carry inherent risks and agree that, to the maximum extent permitted by Applicable Law, Guide assumes the entire risk arising out of its access to and use of the Phindyr Platform and delivery of services to Guests, including any interaction Guide has with other guides or Guests whether in person or online. Guide acknowledges and agrees that its delivery of services to Guests may carry risk of illness, bodily injury, disability, or death, and Guide freely and willfully assumes those risks by choosing to participate in those services.

Taxes.

Responsibility for Guide Taxes.

Guide is responsible for:

determining whether Guide Taxes apply to a Guest Order;
collecting, reporting, and remitting the correct Guide Taxes to the appropriate tax authorities;

Phindyr is not responsible for:

determining whether Guide Taxes apply to a Guest Order;
collecting, reporting, or remitting Guide Taxes to any tax authority (except as required by Applicable Law to do so);
providing support for tax exemptions based upon the identity of any individual, corporation or other entity, or the intended use of a service by any individual, corporation or other entity;

Guide Reimbursement. If a tax authority requires Phindyr to pay any of Guide’s Taxes, Guide will promptly reimburse Phindyr for the amounts Phindyr paid and for any losses, expenses, or liabilities Phindyr paid or incurred related to the tax authority’s demand to Phindyr.

Cancellations. The Phindyr Platform maintains a standard cancellation policy. Guide may include modifications to this policy or an alternate cancellation policy in its Listings. If it does so, Guide shall comply with and follow its stated cancellation policy. Guide will reimburse Phindyr for any amounts Phindyr must pay or chooses to pay to refund Guests due to Guide’s cancellation of a Reservation or failure to follow Phindyr or Guide’s cancellation or refund policy.
Refunds and Payment Card Disputes and Chargebacks. Guide shall reimburse Phindyr for any amounts Phindyr is required to pay to a Guest or other entity (e.g. Stripe) due to a cancellation, refund, or payment card dispute or chargeback or similar issue.
Guest Service Issues. Guide shall handle all customer service issues related to Guide’s Services. Phindyr is not responsible for handling customer service issues related to Guide’s Services, and Phindyr may direct Guests who contact it with service issues related to Listings to contact Guide using the contact information Guide has provided in the Phindyr Platform. If Guide does not handle a customer service issue or a request from Phindyr to handle that issue, Phindyr may take any actions necessary to ensure Guide’s compliance, and Phindyr will not be liable to Guide for any results of those actions. If Guide does not handle a customer service issue to Phindyr’s satisfaction, Phindyr may contact the Guest and take any action to resolve the issue.
Guest Reviews and Ratings. Phindyr may ask Guests to rate or provide comments regarding Guide or its Guide Services, and may post any resulting ratings or comments on the Phindyr Platform for public display.

Service Fees - Phindyr may charge its standard service fees on all Listings unless Phindyr agrees otherwise in writing. Phindyr’s service fees are charged to and paid by Guests purchasing a Listing.
Intellectual Property

Grant of License by Phindyr. Phindyr hereby grants Guide a non-exclusive, revocable, non-transferable license to promote and sell Guide Services on or through the Phindyr Platform to Guests, subject to the terms of this Agreement.
Grant of License by Guide. Guide hereby grants Phindyr a royalty-free, non-exclusive, irrevocable, perpetual, worldwide, royalty-free, right to use and to reproduce, modify, display, distribute, perform, re-format, merge, create derivative works of or otherwise commercially or non-commercially exploit in any manner Guide Information with the right to sublicense such rights through multiple tiers. Phindyr shall not alter any Guide Marks from the forms provided by Guide except to the extent necessary for presentation, so long as the relative proportions of the marks remain the same. Phindyr may also use Guide Information in any way that is allowed without a license from Guide under Applicable Law. “Guide Information” means any document or data that Guide uploads to the Phindyr Platform, approves for use on the Phindyr platform, or provides to Phindyr.
Ownership of Intellectual Property Rights. Phindyr will own all right, title and interest in any IP Rights in the Phindyr Platform and all data collected or stored in connection with the Phindyr Platform. Except as expressly provided in this agreement, Guide will not have any ownership in or license to any such rights. If Guide is deemed to have any ownership interest or rights in all or any part of the foregoing, then Guide hereby assigns all of those interests and rights to Phindyr. Phindyr may use any Guide Information to create, develop, or modify the Phindyr Platform or any other Phindyr concept, brand, software code, product, or feature (“Improvements”), and Phindyr will own any Improvement and any IP Rights in an Improvement. If Guide is deemed to have any ownership interest or rights in an Improvement, Guide hereby assigns all of those interests and rights to Phindyr. To the extent this assignment is deemed ineffective, Guide agrees to execute such documents as necessary to constitute and effective assignment.
Ownership of Content. Guide will own all Guide Marks and Guide Information subject to the License Guide granted Phindyr in this agreement.
Infringement of Non-Party Rights. Guide shall ensure that its Services and Guide Information do not infringe the intellectual property rights of a non-party. Guide shall immediately notify Phindyr of any actual or alleged infringement of any intellectual property right of a non-party in connection with the Guide Services or Information. Guide is responsible for any losses, expenses, or liabilities related to any actual or alleged infringement of a non-party’s intellectual property rights in connection with Guide’s
Services or Information.

Term and Termination

Start and Term. This Agreement starts when Guide registers on the Phindyr Platform and continues until terminated by a party.
Termination. Guide may terminate this agreement for any reason by notifying Phindyr as then specified in the Phindyr Platform. Phindyr may terminate this agreement for any reason by notifying Guide.
Effect of Termination. Upon termination, any rights or obligations of a party with respect to any outstanding sale transaction (including fulfillment and cancellation) will survive until completed. Any termination of this agreement will be without prejudice to the rights of either party against the other with respect to any claim, right, or obligation arising before the termination. Any obligations of the Parties relating to limitations on liability, confidentiality and indemnification; any license or assignment of intellectual property rights or similar to Phindyr; as well as any other obligations under this Agreement that by their nature are intended to survive, including any fulfillment, payment, or customer service obligations in connection with the sale of Services hereunder, will survive termination of this Agreement.

Disclaimer of Warranties

Phindyr hereby disclaims all warranties, representations, or guarantees of any kind, arising from any source, related to the Phindyr Platform or any services, information, or products available through any links on any Phindyr Platform.
Phindyr is providing the Phindyr Platform on an “as is” and “as available” basis, and Guide’s use of the Phindyr Platform is at Guide’s own risk. Phindyr does not warrant that Guide’s use of the Phindyr Platform will be uninterrupted, error-free, or virus-free.
Phindyr does not warrant or guarantee Guide’s results from using the Phindyr Platform, the sale of any Services on the Platform, or any services provided by Phindyr to Guide in connection with the Platform.
Guide states that sections 11(a), 11(b), and 11(c) are conspicuous, that it has read and understood them, and believes that they are reasonable.

Limitation of Liability

Regardless of whether Phindyr is aware or has been advised of the possibility of the following losses, expenses, or liabilities, Phindyr will not be liable to Guide under any claim or theory for any special, consequential, or punitive damages, or for any lost profits, revenues, business, or data.
Phindyr’s aggregate liability from any Guide claims related to this agreement will not exceed the total amount of service fees paid to Phindyr related to Guide’s Listings.
Guide states that sections 12(a) and 12(b) are conspicuous, that it has read and understood them, and believes that they are reasonable.

Indemnification

Guide Indemnity. Guide shall indemnify the Phindyr Parties from any loss, expense, or liability of any kind incurred in connection with any Covered Claim, including defense costs. “Covered Claim” means a non-party suit, claim, or demand of any kind arising out of:

Guide’s breach of this agreement or Applicable Law;
death, illness, personal injury, or property damage arising out of or resulting in any way from any actual or alleged negligence, gross negligence, or intentional tort related to a Guide Service or Guide’s use of the Phindyr Platform;
any act or omission of the Guide, its agents, employees, or subcontractors relating to or arising out of the sale of a Listing;
any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a non-party related to a Guide Service, Guide Information, or Guide Mark;
a Listing; or
a Listing actually or allegedly violating any Applicable Law.

Indemnification Process. If Phindyr seeks indemnification from a Covered Claim, it may provide Guide reasonably prompt notice of that claim. If Phindyr sends Guide a notice of a Covered Claim, Guide shall respond reasonably promptly to Phindyr’s request, and shall select counsel reasonably acceptable to Phindyr to handle the Covered Claim. A Phindyr Party may also hire counsel at its own expense to participate in the defense of a Covered Claim. Guide shall not bind a Phindyr Party in a settlement of a Covered Claim without that Phindyr Party’s prior written consent.

Confidentiality; Privacy; Data and System Integrity

Definition of Confidential Information.

“Confidential Information” means: (1) any technical or business data or information that a Phindyr Party provides to Guide regardless of whether marked or identified as “Confidential” and (2) the operations and technology to be utilized in connection with the Phindyr Platform.
Confidential Information does not include information that:

pertains to services that are sold or distributed by Guide through other channels;
is already in Guide’s possession and not covered by a confidentiality obligation;
becomes publicly available without action or fault on Guide’s part; or
Guide obtains from a non-party without that non-party’s breach of an obligation or duty.

Treatment of Confidential Information.

Use.

Guide shall use Confidential Information only for performing under this agreement. Guide shall preserve the confidentiality of any Confidential Information and any record containing Confidential Information.
Guide shall not disclose or permit the disclosure of such information or records to any non-party except: (A) to obtain services necessary to perform under this agreement, (B) to obtain legal, tax, or accounting services, or (C) to respond to a valid subpoena or similar process.
Guide shall not disclose Confidential Information or records containing Confidential Information to a non-party under section 14(b)(i)(2)(A) or 14(b)(i)(2)(B) unless the non-party has a legal obligation to maintain the confidentiality of the information and Guide reasonably believes the non-party will in fact maintain the confidentiality of the information.
If Guide seeks to disclose Confidential Information pursuant to section 14(b)(i)(2)(C), Guide will provide Phindyr reasonable notice before disclosing the information, and Phindyr may reasonably respond to the proposed disclosure.

Return or Destruction. Guide shall promptly return or destroy any Confidential Information or records containing Confidential Information at Phindyr’s request, except to the extent the information or records are: (1) contained in backup media used as such, (2) required to be maintained under Applicable Law, or (3) necessary for purposes of prosecuting or defending a claim related to this agreement.

Guest Personal Information.

Definition. “Guest Personal Information” means any data or information related to identified or identifiable Guests or related non-parties.
Use of Guest Personal Information. Phindyr will own all Guest Personal Information that it collects. Guide shall use Guest Personal Information only in accordance with Applicable Law and only to perform Guide’s obligations or exercise Guide’s rights under this agreement or as necessary for legal compliance. Guide shall not:

transmit Guest Personal Information to any non-party except for purposes of performing under this agreement;
use Guest Personal Information to send marketing materials to or contact any person except for purposes of performing under this agreement;
solicit additional information from a Guest or related individual;

Protection of Guest Personal Information. Guide shall protect Guest Personal Information from unauthorized access, use, deletion, degradation, encryption, or disclosure (a “Data Breach”). Guide shall maintain industry standard data security measures and processes. Guide shall not transmit Guest Personal Information in any unsafe manner or to any person unless Guide reasonably believes that person will maintain the confidentiality and security of the information. If Guide learns of any Data Breach, Guide will notify Phindyr of the breach within 48 hours and will cooperate fully with Phindyr to respond to the breach.

Use of Phindyr Platform.

Guide Credentials. Guide shall maintain the security of Guide’s log-in credentials to the Phindyr Platform. Guide is responsible for any expense, loss, or liability caused by the loss or breach of those credentials.
No Unauthorized Use. Guide shall not use the Phindyr Platform or any of its systems, code, or APIs:

to violate the security of, or gain unauthorized access to, any computer, computer network, or other device or system;
to discover passwords or security encryption codes;
to use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of the Phindyr Platform;
to collect any information about Guests;
to reformat or frame any portion of the Phindyr Platform;
to attempt to duplicate all or any part of the Phindyr Platform or its code, or to attempt to reverse engineer or decompile any code, or to attempt to create a substitute or competing marketplace service;
in a manner that would be detrimental to the function of the Phindyr Platform or to other Guides’ or Guests’ use of or access to the Phindyr Platform.

No Archive Use. Guide acknowledges that Phindyr is not providing archive services and that the Phindyr Platform is not intended to function as an archive. Guide is responsible for maintaining independent archival and backup copies of Guide’s information.

Equitable Relief. Guide acknowledges that a breach of Section 14 would result in harm to Phindyr that could not be adequately remedied by payment of money damages, and that Phindyr may seek equitable relief, including an injunction, to prevent such a breach. Guide states that, if Phindyr seeks equitable relief to prevent a breach of Section 14, Guide will not argue that equitable relief is not appropriate or available to Phindyr.

Dispute Resolution Procedure, (Including Arbitration Agreement, Class Action Waiver, Jury Trial Waiver, Governing Law, and Venue). Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both Guide and Phindyr agree that any controversy, claim, action, or dispute in any way related to Guide’s use of the Phindyr Platform, any Booking, or to any products or services advertised, sold, or distributed by Phindyr, including disputes between Guide and a Guest ("Dispute") will be resolved by this Dispute Resolution Procedure, including its arbitration agreement ("Arbitration Agreement"), class action waiver, and jury trial waiver. In arbitration there is less discovery and appellate review than in court. Please review these provisions carefully as they affect your legal rights.

Informal Dispute Resolution. If a Dispute arises between Guide and Phindyr, we prefer amicable resolution to formal legal proceedings. To that end, Guide and Phindyr agree to use the following informal dispute resolution process (“Process”) before filing any claim. The party asserting the Dispute shall first try in good faith to resolve such Dispute by providing written notice (the “Notice”) to the other party (by first class or registered mail) that includes all of the following information: (1) information sufficient to identify any transaction and account at issue (including any purchase receipt if applicable); (2) the party’s contact information (including name, address, telephone number, and email address); and (3) a detailed description of the nature and basis of the Dispute and the relief sought, including a calculation for it. The Notice must be personally signed by the party initiating the Dispute (and their counsel, if represented). If Guide has the Dispute with Phindyr, Guide must send this Notice to: Phindyr Legal Department, P.O. Box 1412, Edgemont, PA 19028, Attn: General Counsel. If Phindyr has a Dispute with Guide, Phindyr will send this Notice to Guide’s last-used billing address or the billing address in Guide’s online profile. For a period of 60 days from receipt of a completed Notice (which can be extended by agreement of the parties), Phindyr and Guide agree to negotiate in good faith in an effort to informally resolve the Dispute. The party receiving the notice may request a telephone settlement conference to aid in the resolution of the Dispute. If such a conference is requested, a Guide representative and a Phindyr representative will personally attend (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the 60-day period. Completion of this Process is a condition precedent to initiating a claim in arbitration. If the sufficiency of a Notice or compliance with this Process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with this Process in arbitration. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed Notice through the conclusion of this Process.
Arbitration Agreement. To the extent either party cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute shall be resolved through binding individual arbitration. Accordingly, except as set forth in this Dispute Resolution Procedure, Guide and Phindyr agree to give up the right to go to court to assert or defend rights under this Arbitration Agreement and with respect to any Dispute (except small claims, as described below). The arbitrator shall decide all issues except the following (which are for a court of competent jurisdiction to decide): (1) issues that are reserved for a court in the Terms; (2) issues that relate to the scope, validity, and enforceability of this Arbitration Agreement, class action waiver, or any of the provisions of this Dispute Resolution Procedure; and (3) issues that relate to the arbitrability of any Dispute. Guide and Phindyr agree that these Terms evidence a transaction in interstate commerce and that this Arbitration Agreement will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law. Notwithstanding the foregoing, Guide or Phindyr may elect to have a Dispute heard in small claims court as long as it is brought and maintained as an individual claim, and it remains in that court and is not removed or appealed to a court of general jurisdiction.
How Arbitration Works. The arbitration of any Dispute shall be administered by and conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Commercial Arbitration Rules and Mediation Procedures (as applicable) (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available online at www.adr.org. If the AAA is unavailable or unwilling to administer the arbitration consistent with this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall petition a court of competent jurisdiction to appoint an administrator that will do so. An arbitration demand must be accompanied by a certification of compliance with the Process and be personally signed by the party initiating arbitration (and counsel, if represented). By submitting an arbitration demand, the party and counsel represent that, as in court, that they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. Guide may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing if the respondent elects one. Guide and Phindyr reserve the right to request a hearing in any matter from the arbitrator. A Guide representative and a Phindyr representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in the county or parish in which Guide’s primary place of business is located or at another mutually agreed location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent permitted by applicable law, Guide and Phindyr agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both Guide and Phindyr agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce the Terms as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. The arbitrator shall issue a reasoned written decision sufficient to explain their essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding in which you are not a named party.
What Arbitration Costs. Payment of arbitration fees will be governed by the AAA Rules and fee schedule. Guide and Phindyr agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, Guide or Phindyr may elect to engage with the AAA about arbitration fees, and Guide and Phindyr agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
Additional Procedures for Mass Arbitration

Guide and Phindyr agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this Arbitration Agreement) shall apply if you choose to participate in a Mass Arbitration. If 25 or more similar Disputes (including Guide’s) are asserted against Phindyr by the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), Guide agrees that Guide’s Dispute may be delayed and ultimately proceed in court. If Guide’s Dispute is part of a Mass Arbitration, any applicable limitations period (including statutes of limitation) shall be tolled for Guide’s Dispute from the time the Dispute is first submitted to the AAA until Guide’s Dispute is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.

Stage 1 - If at least 100 Disputes are submitted as part of the Mass Arbitration, counsel for the claimants and counsel for Phindyr shall each select 50 Disputes to be filed and to proceed as cases in individual arbitrations as part of this initial staged process. The number of Disputes to be selected to proceed in Stage 1 can be modified by agreement of counsel for the parties (and if there are fewer than 100 Disputes, then all shall proceed individually at Stage 1). Each of the 100 (or fewer) cases shall be assigned to a different arbitrator and proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage 1. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this initial set of proceedings, counsel for the parties shall participate in a global mediation session jointly selected by counsel in an effort to resolve the remaining Disputes (as informed by adjudications of cases in Stage 1). The parties shall equally split the mediator’s fees, with half paid by Phindyr, and the other half split amongst the claimants.
Stage 2 - If the remaining Disputes have not been resolved in Stage 1, the same process for Stage 1 will repeat for Stage 2 with 100 total Disputes proceeding in individual arbitrations except that arbitrators who presided over a case in Stage 1 may be appointed to preside over a Dispute that proceeds as part of Stage 2, unless either party objects. After this second set of staged proceedings, counsel for the parties will participate in another global mediation to try to resolve the remaining Disputes. The parties shall equally split the mediator’s fees, with half paid by Phindyr, and the other half split amongst the claimants. Upon completion of the mediation set forth in Stage 2, each remaining Dispute (if any) that is not settled or withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of the Terms and the Dispute Resolution Procedure. Counsel for the parties, however, may mutually agree in writing to proceed with the adjudication of some or all of the remaining Disputes in individual arbitrations consistent with the process for Stage 2 (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually agreeable process. A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees.

The Additional Procedures for Mass Arbitration provision and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Additional Procedures for Mass Arbitration apply to Guide’s Dispute and are not enforceable, then Guide’s Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms and the Dispute Resolution Procedure.

Future Changes to Arbitration Agreement. If Phindyr makes any future changes to this Arbitration Agreement (other than a change to our contact information), Guide may reject any such change by sending Guide’s personally signed, written notice to the following address within 30 days of the change: Phindyr Legal Department, P.O. Box 1412, Edgemont, PA 19028, Attn: General Counsel. Such written notice does not constitute an opt out of arbitration altogether. By rejecting any future change, Guide is agreeing that it will arbitrate any Dispute between Guide and Phindyr in accordance with this version of the Arbitration Agreement.
Waiver of Right to Bring Class Actions and Representative Claims. Guide and Phindyr each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, collective, consolidated, private attorney general, or representative action. Guide and Phindyr agree to waive any right to bring or to participate in such an action in arbitration or in court to the fullest extent permitted by applicable law. Notwithstanding the foregoing, the parties retain the right to participate in a class-wide settlement.
Jury Trial Waiver. To the fullest extent permitted by applicable law, Guide and Phindyr waive the right to a jury trial.
Governing Law and Venue. The Guide Terms, including this Dispute Resolution Procedure, are governed by the laws of the Commonwealth of Pennsylvania, without regard to their conflict of law rules. If the Arbitration Agreement is ever deemed unenforceable or void in connection with Guide’s Dispute, or if a claim between the parties is not subject to arbitration, Guide irrevocably consents to the exclusive jurisdiction of the federal and state courts encompassed by Philadelphia County, Pennsylvania for purposes of any legal action (including any action challenging the enforceability of the Terms, including the Dispute Resolution Procedure). Guide waives any objections as to personal jurisdiction or as to the laying of venue in such courts due to: (1) inconvenient forum or (2) any other basis or any right to seek to transfer or change venue of any such action to another court.
Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with the Federal Arbitration Act and, where applicable, the law of the Commonwealth of Pennsylvania. The terms of the Arbitration Agreement provisions shall survive after Guide’s relationship with Phindyr and/or use of Phindyr’s Platform or other services and products ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

Miscellaneous

Use of Subcontractors. Guide may use subcontractors in its performance under this agreement. If Guide uses subcontractors, Guide will: (a) be responsible for the acts or omissions of its subcontractors, and (b) require subcontractors to act in compliance with this agreement.
Invalidity; Waiver. No finding that any part of this agreement is invalid will affect the remaining portions of this agreement. The waiver by any party of a breach of any provision of this agreement by the other party, will not be construed as a waiver of any subsequent breach of the same or any other provision of this agreement, nor will any delay or omission by either party to exercise or enforce any right or remedy under this agreement operate as a waiver of any right or remedy.
Assignment. Guide shall not assign or transfer any of its rights or obligations under this agreement without Phindyr’s written consent. Any such attempted assignment or transfer will be void.
Notice. Unless otherwise specified in this Agreement, Phindyr may provide notices to Guide through the Phindyr Platform, or at the address or email address Guide specifies in the Platform. Guide shall send all notices to Phindyr by email to contact@phindyr.com. All notices provided by Phindyr to Guide through the Platform, or by email, or any other form of electronic communications will be construed as being “in writing”.
Integration; No Reliance. This agreement, the Policies, and any Guide specific addenda govern Guide’s access to and use of the Phindyr Platform. Guide states that it is not relying on any promises or statements of fact not contained in these documents in deciding whether to enter into this agreement.
Construction. If the terms of this agreement or a Policy conflict with the terms of a Guide specific addendum, the terms of the Guide specific addendum will control. If the terms of this agreement conflict with the terms of a Policy, the terms of this agreement will control. This Agreement shall not be construed against either party as drafter.
Relationship of Parties. This agreement does not create any partnership, joint venture, agency, sales representative, or employment relationship between the parties. This agreement is for the sole benefit of Phindyr, Guests, and Guide, and there are no other intended non-party beneficiaries of this agreement.

Definitions

“Account” means Guide’s account, which is accessible through the Phindyr Platform.
“Applicable Law” means all requirements of federal, state, or other jurisdictional laws, regulations, ordinances, and administration orders and rules of the United States, its territories, and all other countries in which the Services are sold or delivered.
“Business Day” means a day, Monday through Friday (Philadelphia, Pennsylvania, USA local time), on which banks are open and transacting business that is not a U.S. Federal holiday.
“Guest Order” means an order of a Listing by a Guest.
“IP Rights” means all intellectual property rights which now or hereafter exist, whether conferred by operation of law, contract, or license, including rights of authorship, including copyrights, moral rights and mask-works, marks, cosmetic designs, ornamental appearance and trade dress, trade secret rights, inventions, and technology (whether patentable or not and whether or not reduced to practice), Confidential Information (as defined herein), software and databases, rights of publicity, patents, designs, algorithms, and other industrial property rights, and “rental” rights and rights to remuneration;
“Guide Marks” means all of Guide’s domestic and foreign trademarks, service marks, trade names, registrations and applications to register the foregoing, logos, and domain names.
“Guide Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred, or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products or services by Guide, or otherwise in connection with any action, inaction or omission of Guide, any of affiliate of Guide, or any of Guide’s or its affiliates’ employees, agents, contractors or representatives.
“Phindyr Marks” means all Phindyr domestic and foreign trademarks, service marks, trade names, registrations and applications to register the foregoing, logos, and domain names.
“Phindyr Parties” means Phindyr and all of its past, present and future parents, subsidiaries, affiliates, directors, officers, and employees.