PLEASE READ THESE TERMS AND CONDITIONS COMPLETELY, IF YOU BECOME A ZEENO GUIDE THESES TERMS AND CONDITIONS WILL BE A LEGALLY BINDING CONTRACT BETWEEN YOU AND ZEENO. ACCEPTANCE OF YOU AS ZEENO GUIDE IS AT THE SOLE DISCRETION OF ZEENO, WHICH RESERVES THE RIGHT TO REFUSE ANYONE FOR ANY REASON.
Zeeno, LLC, a Delaware limited liability company, has created a unique on line service to provide to a User a source point to find unique tours conducted by qualified local residents, so that the User will have a unique tour experience. The concept only works when a Zeeno Guide provides to the User quality service. Guides selected by Zeeno are expected to be knowledgeable of the area and provide professional courteous service.
"Affiliate" means any parent, subsidiary, transferee, joint venture, successor, agent, assignee, any corporation, organization, firm or entity that a party hereto owns an interest the percentage of which exceeds 50 % or controls.
"Agreement" means these terms and conditions.
"Device" means any mobile phone, computer, tablet, or other electronic device.
"Guide App" means the guide application created by Zeeno that enables a guide to access Zeeno's website, platform software services, or mobile app for the purpose of receiving notice of User tour requests and associated services.
"User App" means the user application created by Zeeno that enables a user to access Zeeno's website, platform software services, or mobile app for the purpose of requesting a tour and additional supporting services.
"Guide Profile" means the profile created by a Zeeno guide detailing personal information, photograph(s), tour experience, locality in which you will conduct tours, and if applicable specific tour locations.
"ID" means the unique personal identification code assigned to each approved Zenno guide that enables you to access the Guide App.
"Tour" means any activity or experience provided by a Zeeno Guide to a User.
User" a person authorized by Zeeno to access its web site through a mobile application for the purpose of selecting scheduling, booking, and or taking a tour."Web Site" means www.getzeeno.com, the Zeeno web site.
"Zeeno" means Zeeno, LLC
"Zeeno App" means the Zeeno software that runs on a Device.
"Zeeno Data" means all data and documents you provided to Zeeno, obtained by Zeeno during the application process, your ID, your ratings, and any other information.
"Zeeno Guide" means a person or entity approved by Zeeno to provide to a User a tour.
"Zeeno Service" relates to the Zeeno App that uses location sensing and profile matching to pair a Zeeno Guide with potential Users for a Tour.
"Zeeno Platform" relates to the Zeeno WEB SITE, GUIDE APP, AND USER APP.
As condition of Zeeno accepting you as a Zeeno local guide, you are required to acknowledge and agree to these terms and conditions between you and Zeeno, review and agree to the Zeeno "User Terms and Conditions" and "Guide Etiquette" , both of which can be found on the Zeeno Web Site. Once you have reviewed this Agreement, the "User Terms and Conditions" and "Guide Etiquette", and agree that you are over 18 years of age and able to enter into a binding contract, you may then use the Zeeno Web site and submit your guide application.
The Zeeno Guide application process is as follows:
Guide applicants access the guide application via the Zeeno web site or mobile application. Guide applicants will provide profile information about themselves and their tour.
The application process may include, but is not limited to a telephone interview, submission by you to Zeeno, a driver's license, vehicle registration, vehicle insurance certificate, and any permits or licenses issued to you to conduct tours in your locality, three personal references, with contact information, and such other documents and information as Zeeno deems appropriate. Zeeno will review your documents and information, and may at its discretion contact your references. Zeeno will perform a background check on you which will include confirmation of the information you provided in your application, a criminal background and driving record check, which, by accepting or signing this agreement, you authorize Zeeno to conduct.
Once the Application process is completed, and if you are approved, Zeeno will issue to you an ID. You will use this ID to access the Zeeno Guide app once you download it from the Apple App Store or the Google Play app store. You will also use this ID to access the Zeeno Guide portion of the Zeeno website. In accordance with these terms and conditions, you are not to allow any third party to possess or use your ID. If any third party obtains access to your ID, you are to immediately notify Zeeno.
After issuance of your ID, your Guide and Tour Profile, which will have previously been created by you on the Zeeno Guide portion of the Zeeno website as part of the guide application process, will be “live”. At this point you will be able to download and install the Zeeno Guide mobile app onto your mobile device and log in. After logging into the guide app, you will be able to set your availability to “on” or “off”. When you set your availability to “on”, you will be active on the Zeeno platform, meaning any person (User) who has downloaded the Zeeno User app will have the ability to see your profile and tour description, and book you for a tour. You can set your availability to “on” or “off” and in this manner control your schedule. . It is your responsibility to maintain accurate, timely and complete information in Zeeno in connection with your profile and tour information, and all other data associated with, and collected during the Zeeno guide application process. Zeeno will not be responsible for any claims, regardless of the source, relating to any inaccurate, untimely or incomplete information that you provided to us.
Zeeno will not discriminate or reject a Zeeno Guide applicant based on race, color, national origin, religion, or physical disability, but reserves the right to reject any guide applicant based on tours descriptions it deems inappropriate, background investigations that reveal discrepancies, failure of any of the quality control checks and vetting investigations conducted by Zeeno.
You acknowledge and agree that all personal information that you provide to Zeeno may be retained in Zeeno's data bank. Zeeno may disclose your information, including the personal information you provided to Zeeno, obtained by Zeeno, from background and criminal record checks and Zeeno Data, if required pursuant to a subpoena or other legal process, a dispute between you and a Zeeno User, a motor vehicle accident, a criminal investigation or in Zeeno's sole discretion for any lawful purpose. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
Personal information, not protected by law, or that you authorize Zeeno to use, may be used by Zeeno for any useful purpose that Zeeno deems appropriate, including but not limited to marketing and advertising.
By using the Zeeno web site and Zeeno App, you are agreeing to that you have read and understand these terms and conditions, the User's Guide, Guide Etiquette and agree to be bound by them.
You are an independent contractor, and not an employee of Zeeno, you retain the sole right to determine if you will accept or decline a Zeeno tour, conduct tours for other tour providers or engage in any business. Zeeno does not control the location, time and cost of the tour you give. It is your sole responsibility to comply with any and all licensing laws, ordinances, regulations and rules applicable in the area where you will conduct tours or tour related services. All fees and costs for any license or permit to conduct tours will be your responsibility. As an independent contractor, you are solely responsible for the payment of your taxes, and if applicable, unemployment and workers compensation insurance, Auto insurance, other insurance required by law licenses, permits and fees. You agree to indemnify, defend and hold harmless Zeeno for any and all claims made against Zeeno for your taxes, insurance, licenses, permits and fees. You acknowledge that Users are Users of Zeeno; you will ensure that any tours conducted by you are processed through the Zeeno App. Nothing in the Agreement shall be construed to create an employer/employee relationship, joint venture or partnership between you and Zeeno.
Zeeno reserves the right to contract with more than one guide in an area.
You and a Zeeno User
When you agree to provide a tour to a User, you and the User will enter into a legally binding contract. Zeeno Shall not be liable for any actions or inactions of a User or any third party invitee of a User, during a tour including, but not limited to the failure of a User to show up for a tour. All tours that you conduct shall be conducted in accordance with the law of the locality where the tour is conducted and rules and regulations of any facility where you conduct the tour.
If the services you will provide require the use of a motor vehicle, you represent and warrant that:
Zeeno requires that you provide to Zeeno a copy of your driver's license and copies of any and all valid motor vehicle permits, licenses and registrations. During the term of this Agreement, you will provide to Zeeno a copy of your driver's license renewal and copies of the renewals of permits, licenses and registrations for the motor vehicle. If you fail to provide to Zeeno all permits, licenses and registrations renewals thereof, Zeeno may terminate this Agreement. You authorize Zeeno to independently verify that the permits, licenses and registrations you provide to Zeeno are valid.
Zeeno reserves the right to suspend or terminate you as a Zeeno Guide if you fail to comply with the requirements of this section.
You acknowledge and agree that you will not charge a User a fee for the use of your motor vehicle.
During the term of this Agreement you agree to:
This Agreement shall be effective once you use the Web Site or mobile app and subject to change by Zeeno, shall remain in effect until either party hereto terminates this agreement. Either party may terminate this Agreement by providing to the other party notice by e-mail. Upon termination of this Agreement you shall immediately return to Zeeno, at your sole cost, any documents deemed confidential by Zeeno and cease the use of your ID and if applicable, any licenses to use any trademark, or copyrighted material owned by Zeeno or any of its Affiliates, agents or service providers. You agree that you will not reject a Zeeno User based on race, color, national origin, religion, or handicap. Rejection of a Zeeno User based on race, color, national origin, religion, or handicap will be grounds for immediate termination of you as a Zeeno Guide.
A User connects with Zeeno through the Zeeno App, which will display the Zeeno Guides Tour(s), personal profile, hourly rate and the number of hour the Tour will last. If you accept a Tour request, Zeeno will, on your behalf, collect the hourly Tour charge that you have specified in your Tour profile plus a booking fee.
You are responsible for collecting from the user any fees or costs outside of the hourly Tour rate that you have specified for the Tour.
For example, if your tour includes any entrance fees, parking fees, food or drink costs, equipment rentals, activity booking fees, or any other expenses, you must collect these fees from the user or have the user pay them directly.
By agreeing to provide a Tour to a User, you agree to that Zeeno will collect the Tour charges from a User. Additionally you agree that payment to Zeeno by a User shall be considered the same as payment made directly by a User to you.
If any part of your Tour requires equipment and you are including the use of this equipment as part of your tour, you agree that the equipment is in good working order and meets all safety standards.
As the Tour(s) you will provide are location driven, you agree that your geo-location information may be obtained by the Zeeno. Your location will be displayed to the User before and during the Tour. Zeeno reserves the right to monitor, track and share with third parties your geo-location.
At the end of every tour, a User will be given the opportunity to rate you and the Tour. Zeeno uses a five star rating system, 1 being the lowest and 5 the highest. Zeeno will average your star ratings; you agree and understand that if you fail to maintain an average of 3 stars, Zeeno can terminate you as a Zeeno Guide. Zeeno's goal is to ensure that a User has a safe and reliable experience.
You agree that Zeeno has the right to use, share and display your star rating and any review of you and the Tour by a User. Zeeno will not alter reviews, but reserves the right to not use; share or display reviews that use inappropriate language, contain pornographic material, or fail to comply with privacy laws.
At the end of every tour, a Guide will also be given the opportunity to rate a User. Zeeno reserves the right, at its sole discretion, to block Users from using the Zeeno app based on consistently poor ratings and/or complaints from Zeeno guides. Zeeno has the right to use, share and display User star ratings and any reviews you give to a User. Zeeno will not alter reviews, but reserves the right to not use; share or display reviews that use inappropriate language, contain pornographic material, or fail to comply with privacy laws.
You are responsible for the acquisition, cost and maintenance of your Devices and active data plan with a wireless carrier for your Devices. Zeeno shall not be responsible or liable for any fees, costs or overcharges associated with your wireless carrier data plan.
The Zeeno Guide App. is accessed via your unique ID and password. Zeeno grants you a personal, non-exclusive, non- transferable license to access and use the Zeeno Guide app on your Device. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Guide app (or any data associated therewith) with any third party. In the event you cease providing services for any reason, your access to the Guide app will be terminated.
In consideration of Zeeno allowing you to provide Tour services to Users through the Zeeno App., you agree to pay Zeeno a service fee of 20% of the total User Tour charges per Tour, net of taxes that may be required to be calculated on the Tour charge by governmental regulations ("Service Fee"). The total Tour charges are based on your per Tour or hourly rate that you post in your Guide Profile.
Zeeno reserves the right to modify service fee percentage at its sole discretion. Zeeno will provide you with advanced notice in the event of such change. Continued use of the Zeeno services after any such change in the service fee calculation shall constitute your consent to such change.
You agree that the total Tour charges minus the Service Fee, is the only payment you will receive in connection with the Tour you provide to a User, and that Tour charges and payments do not include any gratuity, all gratuities are payable directly to you by a User.
Zeeno reserves the right to adjust the payment for any instance of technical error, user cancellations, Users charged for Tours that were not provided, in the event of a User complaint, fraud, etc.). You will be notified of any adjustments via email and will have the right to exercise your right to arbitrate this decision.
Zeeno agrees to remit, or cause to be remitted, to you on at least a weekly basis tour charges less the applicable Service Fee. In addition, Zeeno will provide via e-mail a statement for tours completed weekly that will include the breakdown of amounts charged to the User. Any corrections to a statement for tour services must be submitted to Zeeno via e-mail or in in writing within three (3) business days after receipt of a statement. If you fail to notify Zeeno via e-mail or in in writing within three (3) business days after receipt of a statement, Zeeno will not be liable for any mistakes in charges or fee disbursements.
You acknowledge and agree that a User may elect to cancel a Tour request that has been accepted by you, at any time prior to you meeting the User. In the event that a User cancels an accepted request for a tour, Zeeno may charge the User a cancellation fee on your behalf, which if charged will be the Tour fee for the cancelled Tour.
Zeeno will use its best efforts to ensure that the personal information you provide to Zeeno that does not appear in your profile is protected, that said, Zeeno disclaims any liability for any damage that may result if any of your personal information is released to any third parties. You agree to hold Zeeno harmless for any damages, claims, penalties and costs that may result from any release of personal information that does not appear on your profile.
Material you put on the Zeeno Web Site.
You will be placing your information and photographs on the Zeeno Web Site and the Zeeno App. as such you agrees that:
Except as permitted by applicable law, you are prohibited from using any of trademarks, logos or copyrighted material owned by Zeeno or appearing throughout the Web Site, without the prior written permission from Zeeno or the trademark/copyright owner.
ZEENO MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE ZEENO PLATFORM, THE SERVICE OR THE CONTENT. ZEENO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE ZEENO PLATFORM OR THE CONTENT, FURNISHED OR TO BE FURNISHED VIA THE ZEENO PLATFORM. ZEENO DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE ZEENO PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE PLATFORMWILL BE CORRECTED. ZEENO DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE ZEENO PLATFORM, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT THE USE OF THE ZEENO PLATFORM IS AT THE YOUR SOLE RISK. ZEENO, ITS AFFILIATES, AGENTS, AND SERVICE PROVIDERS ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, and LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
IN NO EVENT WILL ZEENO BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE ZEENO PLATFORM , OR THE CONTENT, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE ZEENO PLATFORM ; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE WEB THE ZEENO PLATFORM , THE SERVICE AND/OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, OR (V) ANY OTHER MATTER RELATING TO THE ZEENO PLATFORM , OR THE CONTENT, EVEN IF ZEENO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE ZEENO PLATFORM, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ZEENO PLATFORM.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR IMPLIED WARRANTIES SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, ZEENO'S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $10.00.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ZEENO, JOINT- VENTURERS, BUSINESS PARTNERS, LICENSORS, EMPLOYEES, AGENTS, AND ANY THIRD-PARTY INFORMATION PROVIDERS TO THE ZEENO PLATFORM FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND COSTS (INCLUDING, BUT NOT LIMITED TO, DIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY AND INDIRECT DAMAGES), AND REASONABLE ATTORNEYS' FEES, RESULTING FROM OR ARISING OUT OF YOUR USE, MISUSE, OR INABILITY TO USE THE ZEENO PLATFORM OR THE CONTENT, OR ANY VIOLATION BY YOU OF THIS AGREEMENT.
If any dispute, claim or controversy between the parties to this agreement cannot be amicably resolved within ten (10) calendar days of the date on which the dispute, claim or controversy arose, the dispute, claim or controversy shall be submitted to binding arbitration conducted in accordance with the provisions of the Delaware Rapid Arbitration Act as amended.
The arbitration shall be conducted in Wilmington Delaware. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, its Costs and Expenses. “Costs and expenses” shall mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. The award of the arbitrator shall be binding on all parties and not subject to appeal. Judgment on the same may be entered in any court having jurisdiction. Each party shall submit to any court of competent jurisdiction for purposes of the enforcement of the award.
For purposes of this Agreement, a Party that provides Confidential Information, defined below, is defined as a “Disclosing Party” and a Party that received Confidential Information pursuant to the terms of this Agreement is defined as a “Receiving Party”.
Each Party acknowledges and recognizes that it will have access to and become acquainted with Confidential Information, defined as business plans, territory allocations, marketing studies, plans and programs, financial information, data, computer programs, algorithms guides identification documents, licenses and client information and such other documents and information, either verbal or written designated as confidential by a party hereto, or by its nature the other party should reasonably know that it should be treated as confidential. Each Party agrees that it may only use such information for purposes of evaluating the Transaction and consummating any transaction with the other Party related thereto and each Party agrees that it shall not disclose any such Confidential Information to any third party,, except to its employees, officers, managers, subcontractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, without the prior written permission of the other party hereto. Each Party further agrees to be responsible for any breach of the terms of this Agreement by any of its Representatives.
Each Party acknowledges and recognizes that any Confidential Information is and shall remain the property of the Disclosing Party, which shall be the sole owner thereof, and the Receiving Party further acknowledges and agrees that no right, title, license and interest in and to such Confidential Information is hereby granted to the Receiving Party, its Representatives or any other party.
Confidential Information shall not include information that (i) Was already in Receiving Party’s possession and subject to free disclosure at the date of this Agreement or prior to the disclosure of the information by the Disclosing Party; (ii) is hereafter disclosed to Receiving Party without the obligation of confidence by a third party who did not disclose such information in violation of a confidentiality agreement between such person or entity and the Disclosing Party;
(iii) is or becomes generally available to the public generally through no act or default on the part of the Receiving Party or that of its agents, employees or advisors; and/or (iv) is required to be disclosed by law or the order of any court; provided, that Receiving Party shall, provide prior written notice to disclosing party ten (10) Business Days in advance of any such disclosure unless disclosure is required earlier (other than as a result of Receiving Party having failed to timely give the required notice) in which cash Receiving Party shall provide the Disclosing Party such advance notice as is reasonably practicable and shall request confidential treatment of such information under such laws, orders or regulations.
By acknowledging your acceptance of this Agreement, you agree that you have reads and understand the terms of this Agreement and agree to be bound by its terms and conditions.
