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Terms

Version 1.0

Date: 23/6/2025

Please Read Carefully Before Using the InvoGuide Platform

These terms of use, together with our Privacy Policy (collectively, the “Terms”), govern your access to and use of the website located at https://invoguide.com, including any subdomains (collectively, the “Site”), and all associated services (together with the Site, the “Service”). The Service is operated by Padfoot Labs Limited (“Company”, “we”, “us”, or “our”) and constitutes a copyrighted work owned by the Company. By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Certain features of the Service may be subject to additional terms, guidelines, or rules, which will be made available in connection with those features. All such additional terms are hereby incorporated by reference into these Terms and shall form an integral part of your agreement with us. Unless otherwise expressly stated, any enhancements or new features added to the Service will also be subject to these Terms.

We reserve the right, at our sole discretion, to amend, modify, or update these Terms at any time. Any such changes will become effective upon posting the revised Terms on the Site, along with a notice indicating the effective date of such modifications. It is your responsibility to review the Terms periodically to stay informed of any updates. Your continued use of the Service following the posting of any modified Terms constitutes your acceptance of those changes. If you do not agree to the amended Terms, you must discontinue your use of the Service.

1. Consent

These Terms constitute a legally binding agreement between you and the Company. Your access to and use of the Service is expressly conditioned upon your acceptance of, and compliance with, these Terms. By registering for an account, accessing, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms in full. If you are accessing or using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the legal authority to bind such entity to these Terms. If you do not agree to these Terms, or if you lack the authority to accept them on behalf of such entity, you may not access or use the Service.

You may not access or use the Service if you are under the age of eighteen (18) or otherwise lack the legal capacity to enter into these Terms.

These Terms are governed by the laws of New Zealand, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, shall be finally resolved by arbitration administered by the New Zealand International Arbitration Centre (NZIAC) in accordance with its rules. The seat of arbitration shall be Auckland, New Zealand, and the language of arbitration shall be English. The arbitration shall be conducted by a sole arbitrator. You and the Company agree that any arbitration will be conducted on an individual basis and not as a class or collective action.

Opt-Out of Arbitration: If you are a consumer (i.e., using the Service for personal and non-commercial purposes), you may elect to opt out of arbitration by sending written notice to hello@invoguide.com] within thirty (30) days of first accepting these Terms. Your opt-out notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, or if arbitration is found to be unenforceable for any reason, the parties agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.

2. Privacy

For information regarding the collection, use, and disclosure of personal information, please refer to our Privacy Policy. If you have any questions or concerns about these Terms, you may contact us at hello@invoguide.com.

3. Your Account

3.1 Account Creation

To access certain features of the Service, including saving or publishing a digital guidebook, you must register for an account (“Account”) and provide accurate and complete information as prompted during the registration process. By creating an Account, you represent and warrant that all information you submit is truthful, current, and accurate, and you agree to keep such information up to date. The Company is under no obligation to verify the information you provide. You may delete your Account at any time by following the instructions available on the Service. The Company reserves the right to suspend or terminate your Account in accordance with these Terms.

3.2 Account Security and Responsibilities

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You agree to notify the Company immediately of any unauthorised access to or use of your Account, or any other security breach. The Company is not liable for any loss or damage arising from your failure to safeguard your Account information or to comply with this Section.

3.3 Eligibility

By using the Service, you represent and warrant that you are at least eighteen (18) years old and have the legal capacity to enter into binding agreements. If you are registering on behalf of a business or other legal entity, you further represent and warrant that you have the authority to bind that entity to these Terms. You also confirm that you are not located in a jurisdiction where use of the Service is prohibited by applicable law or regulation.

3.4 Use Restrictions

The rights granted to you under these Terms are subject to the following limitations. Except as expressly permitted in these Terms, you may not:

  1. license, sell, lease, assign, or otherwise commercially exploit the Service or any content within it;
  2. modify, adapt, reverse engineer, or create derivative works of the Service;
  3. use the Service to build a competing product or service; or
  4. copy, reproduce, distribute, or publicly display any part of the Service without prior written consent.

All rights not expressly granted to you under these Terms are reserved by the Company. Any updates, upgrades, or additional features made available through the Service will be subject to these Terms unless stated otherwise.

  1. User Content

4.1 Responsibility for User Content

You are solely responsible for all materials, data, text, links, images, and other content you upload, create, modify, or make available through the Service, including any digital guidebooks you develop and share with your guests (“User Content”). You represent and warrant that you have all necessary rights, permissions, and authority to submit and use such User Content in connection with the Service, and that it does not violate any applicable laws or infringe any third-party rights.

The Company does not review or verify User Content and disclaims all responsibility for its accuracy, reliability, or legality. You acknowledge that any reliance on your User Content by guests or other parties is at their own risk.

4.2 Use of Sample Text and Default Media

To support the guidebook creation process, the Service may provide optional sample text, section suggestions, and default visual elements (such as background images or cover photos). These are provided for convenience only and are not intended as final content. You are under no obligation to use them, and you are solely responsible for reviewing, modifying, or replacing them as appropriate for your use.

If you retain sample text or default media in a published guidebook, you acknowledge that you have reviewed and approved such content for your intended purpose, and you remain solely responsible for its use and accuracy.

4.3 Guidebook Access and Privacy

Guidebooks and other User Content created through the Service are non-indexed and not publicly available. Access to your guidebooks is limited to individuals with whom you choose to share them (e.g., your guests). The Company will not promote, publish, or otherwise distribute your guidebooks or content beyond the scope of the Service.

4.4 Content Storage and Retention

The Company does not provide long-term storage or backup services. While reasonable efforts are made to maintain service continuity, you are solely responsible for keeping independent copies of any User Content you wish to retain. The Company may, at its discretion, remove or delete User Content in accordance with these Terms or as required by law and shall not be liable for any resulting loss..

4.5 License to the Company

By submitting or uploading User Content to the Service, you grant the Company a limited, non-exclusive, worldwide, royalty-free license to host, use, reproduce, and display your User Content solely for the purpose of operating and delivering the Service to you and to those with whom you choose to share your content. This license is for functional purposes only and does not grant the Company any rights to use your content for public, marketing, or unrelated commercial purposes without your explicit consent.

The Company retains all rights in and to any sample text, images, and other default assets it provides within the Service. These remain Company property and may not be used outside the Service without prior written permission.

4.6 Feedback

If you choose to submit comments, suggestions, or other feedback regarding the Service (“Feedback”), you acknowledge and agree that the Company may use such Feedback without restriction and without any obligation to you. Feedback is considered non-confidential and non-proprietary.

5. Service Content

5.1 Ownership and Intellectual Property

Except for your own User Content (as defined above), all content, features, and functionality available through the Service—including but not limited to text, graphics, images, sample guidebook text, icons, software, design elements, and other materials provided or made available by the Company or its licensors (“Service Content”)—are the exclusive property of the Company or its third-party suppliers and are protected by intellectual property laws, including copyright, trademark, and other proprietary rights. These Terms do not grant you any right, title, or interest in or to the Service Content, other than the limited license set forth below.

All rights not expressly granted to you are reserved by the Company and its licensors. No implied licenses are granted.

5.2 Sample Content and Default Media

As part of the guidebook creation experience, the Service may include sample text, placeholder content, default images, or templates for your optional use. These assets are provided for convenience only and remain the property of the Company or its licensors. You may incorporate, modify, or remove them when creating your own guidebook, but you do not acquire any ownership in those materials by doing so.

The sample text and default media are intended as starting points and must be reviewed and adapted by you. The Company does not guarantee the accuracy, legality, or completeness of any sample content or imagery.

5.3 License to Use Service Content

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to view, use, and display the Service Content solely in connection with your authorized use of the Service. This license permits you to incorporate Service Content into your guidebooks, but only for the purpose of creating and sharing such guidebooks via the Service with your intended audience (e.g., guests).

You may not:

  • Modify, copy, reproduce, distribute, publicly display, or prepare derivative works from the Service Content, except as expressly permitted in connection with your guidebook;
  • Use any Service Content outside of the Service or for commercial purposes unrelated to your use of the Service;
  • Remove, alter, or obscure any copyright, trademark, or proprietary rights notices contained in or on the Service Content.

5.4 Trademarks

All trademarks, service marks, logos, and branding used on or in connection with the Service (collectively, “Marks”) are the property of the Company or their respective owners. You may not use any Marks without the prior written permission of the applicable owner. Use of any Company Marks in your guidebooks or marketing materials requires explicit approval.

5.5 Third-Party Content

The Service may include third-party content, tools, or integrations that are subject to separate license terms or ownership rights. Such third-party materials remain the property of their respective owners and may be subject to additional terms, which you are responsible for reviewing and complying with.

5.6 Monitoring and Enforcement

The Company reserves the right (but not the obligation) to monitor, review, or remove any Service Content or User Content at its sole discretion and to take appropriate legal action for violations of these Terms or applicable law. However, the Company does not guarantee that it will take action in response to any reports or violations.

5.7 Copyright Infringement

We respect the intellectual property rights of others. If you believe that any content on the Service infringes your copyright, please notify our designated Copyright Agent at:

Name: Yasasi Jayasinghe
Email: yasasi.jay@invoguide.com

Your notice should include all information required under the Digital Millennium Copyright Act (DMCA) or any applicable local equivalent. Misrepresentation in your notification may result in legal liability.

6. Use of the Service

6.1 Acceptable Use

You agree to use the Service responsibly and in compliance with all applicable laws and regulations. In particular, you will not use the Service to collect, upload, publish, transmit, share, or distribute any User Content that:

  • infringes or violates any third-party rights, including but not limited to copyright, trademark, trade secret, patent, privacy, publicity, or other proprietary rights;
  • is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, vulgar, obscene, or otherwise objectionable;
  • promotes discrimination, hatred, bigotry, or violence against any individual or group;
  • is harmful to minors or exploits them in any way;
  • violates any applicable law, regulation, or the rights or obligations of any third party.

6.2 Prohibited Conduct

You also agree not to engage in any of the following prohibited activities:

  • uploading or transmitting viruses, malware, or other harmful software intended to disrupt or damage the Service or users’ devices or data;
  • sending unsolicited or unauthorized messages, advertisements, promotional content, spam, or other forms of solicitation through the Service;
  • harvesting or collecting data about other users, including email addresses or guidebook content, without their explicit consent;
  • interfering with or disrupting the integrity or performance of the Service, its servers, or its networks, or violating any policies or procedures of those networks;
  • attempting to gain unauthorized access to any part of the Service, accounts, systems, or networks connected to the Service;
  • impersonating others, or misrepresenting your identity, affiliation, or any aspect of your guidebook;
  • using automated tools (e.g., bots, scrapers, scripts) to access or interact with the Service, unless specifically permitted by us in writing;
  • creating multiple accounts for abusive or misleading purposes.

We grant revocable permission to public search engine operators to use spiders to index publicly visible portions of the Service solely to create searchable indices, not caches or archives, and only as permitted by our robots.txt file.

6.3 Enforcement and Rights

We reserve the right (but are not obligated) to review, monitor, and remove any User Content at our sole discretion. If we believe you have violated these Terms, applicable law, or misused the Service, we may take appropriate action without prior notice. This may include:

  • removing or modifying your User Content;
  • suspending or terminating your access to the Service;
  • reporting suspected unlawful activity to law enforcement authorities.

We are not responsible for monitoring all activity on the Service and disclaim liability for any User Content posted or shared by users.

7. Fees and Termination

7.1 Free Trial and Subscription

You may create and edit your digital guidebooks free of charge. A 14-day free trial begins when you first publish a guidebook. No payment information is required to begin the trial. Published guidebooks are accessible only to those with the unique guidebook URL; they are not publicly listed or indexed.

At the end of the trial, you will be notified and required to subscribe to a paid plan to keep your guidebook published. If no payment is made by the end of the trial, the guidebook will automatically be unpublished and will no longer be accessible via its URL. You may re-publish the guidebook at any time by selecting a plan and completing payment.

7.2 Subscription Fees and Billing

Subscription fees are charged per published guidebook and are billed in USD on a recurring monthly basis. Payment is required in advance for each billing period. We may offer annual billing options, volume discounts, or promotional pricing from time to time.

We reserve the right to update our pricing or subscription plans with at least 30 days’ prior notice. Any changes will apply to your next billing cycle or renewal.

7.3 Payment Processing

All payments are processed securely through Stripe, our third-party payment provider. By subscribing, you agree to Stripe’s terms of service and privacy policy. We do not collect or store your payment information. You are responsible for keeping your billing information current.

7.4 Drafts and Unpublished Guidebooks

Guidebooks that remain unpublished or in draft state for more than ten (10) weeks may be permanently deleted. This includes guidebooks that were published during a free trial but not converted to a paid subscription. We will provide notice via email before deletion. Until that time, you may choose a payment plan and publish the guidebook to retain access.

7.5 Cancellation by You

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of the current billing cycle. No refunds will be issued for partial periods or unused time. Upon cancellation, the guidebook will be unpublished but may be reactivated later through a new subscription.

7.6 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without notice, for reasons including (but not limited to) violation of these Terms or failure to pay subscription fees. In the event of termination for cause, you will not be entitled to any refund.

7.7 Data Deletion

Upon cancellation or termination of a subscription, or when a guidebook remains unpublished for over three (3) months, the associated content may be permanently deleted from our systems. We will make reasonable efforts to notify you prior to deletion. It is your responsibility to export or back up your content before deletion occurs.

8. Limitation of Liability

To the maximum extent permitted by applicable law, we shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, data, goodwill, or other intangible losses, arising out of or in connection with your access to or use of the service, even if we have been advised of the possibility of such damages. Our total aggregate liability to you for any claim arising out of or relating to these Terms or your use of the service shall not exceed the total amount paid by you to us in the twelve (12) months preceding the event giving rise to the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the service; (b) your breach of these Terms; or (c) your violation of any law or the rights of a third party. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with such defense. You may not settle any such matter without the Company’s prior written consent.

10. Disclaimers

The services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Company disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not guarantee that the services will be uninterrupted, error-free, secure, or free from viruses or other harmful components, or that any content will be accurate or complete. You use the services at your own risk.

11. Release

To the maximum extent permitted by applicable law, you hereby release and forever discharge the Company and its officers, directors, employees, contractors, agents, affiliates, successors, and assigns from any and all claims, demands, disputes, liabilities, obligations, damages, losses, and causes of action, of any kind and nature, whether known or unknown, arising out of or in any way connected with your use of the services, including any interactions with other users or any third-party services, links, or content.

12. Injunctive Relief

You acknowledge that any actual or threatened breach of these Terms, including without limitation any unauthorized use, copying, or disclosure of the Service or any related technical information or materials, may cause immediate and irreparable harm to the Company for which monetary damages may be an insufficient remedy. Accordingly, the Company shall be entitled to seek injunctive or other equitable relief, without the requirement to post bond or other security, in addition to any other remedies available at law or in equity.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of New Zealand, without regard to any conflict of law principles. You agree that any dispute or claim arising out of or in connection with these Terms or the use of the Service shall be subject to the exclusive jurisdiction of the courts of New Zealand. If you access or use the Service from outside of New Zealand, you do so at your own initiative and are responsible for compliance with applicable local laws.

14. General Provisions

14. 1 Entire Agreement

These Terms constitute the complete and exclusive agreement between you and the Company regarding your use of the Service, superseding all prior or contemporaneous understandings or agreements, whether oral or written.

14.2  Relationship of the Parties

No joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or your use of the Service.

14.3  Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

14.4 Waiver

The failure of the Company to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.

14.5 Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without the Company’s prior written consent. The Company may freely assign or transfer these Terms. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.6  Changes to Terms

The Company may update these Terms from time to time. If changes are material, we will provide notice by posting the updated Terms on our website and/or notifying you through the Service or via email. Your continued use of the Service after such changes take effect constitutes your acceptance of the updated Terms.

14.7 Electronic Communications

You agree to receive communications from the Company electronically. All notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

14.8 Force Majeure

The Company will not be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, internet or utility failures, or any other event that could not reasonably be foreseen or avoided.

15. Contact Information

If you have any questions or concerns regarding these Terms or wish to obtain additional information, please contact us at: hello@invoguide.com