Terms of Service

Last modified: 4/1/2020

 

Welcome!

Thanks for using Goodie. We’ve put together the following Terms of Use so you know the rules that govern our relationship with you. These terms form a legally binding contract between you and Goodie so please read them carefully.

By accessing and using the mobile application services that Goodie provides (the “Services”), you agree to the Terms of Use (“Terms”). If you do not accept and agree to be bound by all of the terms of this Agreement, please do not use the Service. If you have any questions, please don’t hesitate to contact us at howdy@goodietheapp.com.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND GOODIE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

 

Basic Terms

  1. You must be at least 13 years old to create an account on Goodie and to use the Service. If you are under the age of 13, you are prohibited from accessing or using the Service and must immediately discontinue any such access or use. If you are between the ages of 13 and 17, you can only use the Service if your parent or legal guardian has reviewed and agreed to these Terms on your behalf. You accept full responsibility for any unauthorized use of the Service by minors or children under the age of 13 in connection with your account.

  2. In order to use Goodie, you must sign up and create an account. If you do so, you allow us to access and use certain information, including but not limited to your phone number, name, email, photo, and other basic information that you provide. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy.

  3. You may not post or share violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service.

  4. You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account or any account rights. Goodie prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to Goodie upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.

  5. You agree that you will not solicit, collect or use the login credentials of other Goodie users.

  6. You are responsible for keeping your login information secret and secure.

  7. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.

  8. You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content (defined below), including but not limited to, copyright laws.

  9. You are solely responsible for your conduct and any data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, "Content") that you submit, post or display on or via the Service.

  10. Goodie is not responsible for the conduct of any user on or off of the Services. You agree to use caution in all interactions with other users, particularly if you decide to communicate off the Service or meet in person. You should not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other users. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT GOODIE DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS. GOODIE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS. GOODIE RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC RECORDS.

  11. You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or Goodie.

  12. You must not create or submit unwanted email, messages, comments, posts, likes or other forms of commercial or harassing communications (a.k.a "spam") to any Goodie users.

  13. You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Goodie page is rendered or displayed in a user's device.

  14. You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.

  15. You must not attempt to restrict another user from using or enjoying the Service and you must not encourage or facilitate violations of these Terms of Use or any other Goodie terms.

  16. You agree to allow Goodie to contact you via email, text message, etc.

  17. You must not be a resident of, a citizen of, or within the European Union to use the Service.

  18. Violation of these Terms of Use may, in Goodie’s sole discretion, result in the suspension or termination of your Goodie account. You understand and agree that Goodie cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Goodie, we can stop providing all or part of the Service to you.

Goodie Dollars
 
Goodie Dollars are units of exchange that users of the Service may generate or earn by checking in to places, by inviting friends to join the app, based on engagement within the app, etc. Goodie Dollars may be used to redeem offers, products, services and other benefits via the Service, to the extent that such products, services and other benefits are offered to users. You acknowledge and agree that Goodie Cash may not be redeemed for actual cash or currency from Goodie or any of its affiliates, unless we expressly agree otherwise with you in writing. You acknowledge that Goodie may refer to Goodie Dollars as cash, dollars, cents and with the $ symbol within the Service.
  
All Goodie Dollars are generated by checking in to places, inviting friends, and based on engagement and will never be generated by any other means. We reserve the right to destroy Goodie Dollars that we have reason to believe have been created by any other means and to suspend or disable Goodie accounts used in contravention of these Terms of Use.
 
We reserve the right and retain the absolute discretion to determine, and alter from time to time, the eligible actions that must be undertaken by users in order to generate Goodie Dollars using the Service. 
 
We may cap the maximum amount of Goodie Dollars that users of the Service may generate each day using the Service and the frequency with which Goodie Dollars are earned. The applicable cap and frequency may vary depending upon the user of the Service or other criteria that we choose to apply and we may alter such caps or frequency from time to time.  


We may from time to time impose Goodie Dollar-denominated charges for the use of the Service or to enable specific functionality of the Service. Where we do this we will be entitled to deduct the applicable number of Goodie Dollars from your Goodie account required to meet the applicable Goodie Dollar-denominated charges and we may retain and use the Goodie Dollars that we deduct for our own benefit.
   
We reserve the right to impose charges in relation to the use of the Service in fiat currency from time to time, which may be applicable to all or specific categories of users or to the use of specific functionality or services accessed via the Service.  The currency and amount of any such charges may be determined by us in our absolute discretion.
 
The Service may allow you to send Goodie Dollars to third party users of the Service. Please ensure that you have verified the identity of the recipient of the relevant Goodie Dollars before sending them. We may make available functionality enabling the donation of Goodie Dollars to charity. 

Acceptable Use

  1. You agree that you shall not seek to earn or accumulate Goodie Dollars by any means other than that which is intended (i.e. checking in to places, inviting friends, etc).

  2. You agree that you shall not seek to earn or accumulate Goodie Dollars beyond the normal limits built into the Service.

  3. You agree that you shall not copy, adapt, transmit, reverse engineer, decompile, disassemble, modify, sell the Service or any content accessible, save as otherwise expressly permitted by these Terms of Use or applicable law.

  4.  You agree that you shall not operate more than one Goodie account.

  5.  You agree that you shall not user the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service.

  6. You agree that you shall not reproduce, frame, display or mirror the Service other than as a necessary consequence of their normal operation by you. 

  7.  You agree that you shall not infringe our intellectual property rights or those of any third party in relation to your use of the Service.

Goodie Marketplace

 

The Service enables users to offer goods, services and other benefits to other users that may be redeemed in exchange for Goodie Dollars earned on Goodie (such functionality being the “Goodie Marketplace”).  
 

Where you use the Goodie Marketplace to claim offers or redeem goods, services or other benefits in exchange for Goodie Dollars, any such transaction is entered into directly between you and the legal person making available the relevant goods, services or other benefits to you or redeeming such goods, services or other benefits from you, as applicable. Without limiting the effect of these Terms of Use in any way, transactions taking place on the Goodie Marketplace are subject to the legal terms of the party offering the relevant goods, services or other benefits on the Goodie Marketplace (including as stated in the actual listing), and we and our affiliates are not party to any such transactions save to the extent that we engage in transactions ourselves directly on the Goodie Marketplace.
 

To the extent that Goodie agrees to administer on your behalf via Goodie's own account any offer of goods or services or other benefits in exchange for Goodie Dollars on the Goodie Marketplace, Goodie shall be entitled to retain up to 100% of the Goodie Dollars received for its own benefit in its absolute discretion.

     

You agree that Goodie has no responsibility for any goods, services or other benefits offered by you or by any third party on the Goodie Marketplace. You agree that we have no control over and do not guarantee the quality, safety or legality of any goods, services or other benefits offered by users, the truth or accuracy of their offers, the ability of users to provide any goods, services or other benefits offered, or that a user will actually complete or perform a transaction. Save as otherwise expressly agreed with you, we and our affiliates do not act as agent, contractor, partner or any form of representative of you or any other user of the Goodie Marketplace. Our operation of the Goodie Marketplace should not be taken as an endorsement (express or implied) of any goods, services or other benefits offered on it, nor of any user. 

 

Goodie is entitled to alter the selection of goods services and other benefits on offer, and the number of Goodie Dollars required to redeem any such goods, services or other benefits offered, on the Goodie Marketplace, as well as to limit the number of possible redemptions of any good, service or other benefit by any user or group of users in its absolute discretion.

  
You represent and warrant to us that any goods, services or other benefits that you offer on the Goodie Marketplace will: (i) conform to the description you provide for them, (ii) comply with all applicable laws and regulations, (iii) be of satisfactory quality, (iv) conform to our acceptable use requirements, and (v) be delivered in full once a user redeems the relevant goods services or other benefits using the requisite number of Goodie Dollars in accordance with your stated terms and conditions. 

   

You agree that we may remove any listing or offer on the Goodie Marketplace at any time in our absolute discretion.  All goods, services or other benefits listed on the Goodie Marketplace are offered subject to their availability (which may be limited where stated on the listing) and the applicable terms and conditions of the user listing the relevant offer, and may be withdrawn at any time before they are duly redeemed. Particular goods, services or benefits may be offered via the Goodie Marketplace only to specific categories of user or to individually selected users, where we agree in writing or make available the necessary functionality to facilitate this.

 

You agree that disputes in relation to any goods, services or other benefit redeemed via the Goodie Marketplace shall be resolved in accordance with the terms and conditions applicable to the relevant transaction between the parties to such transaction. While we may elect to help facilitate the resolution of such disputes through programs that we develop, to the maximum extent permitted by applicable law we accept no liability in connection with any transaction that we have not directly participated in.   
 

We welcome feedback on Goodie Marketplace participants. In the event that we determine in our absolute discretion that any fraud has occurred or any user has breached these Terms of Use or refused or failed to honor an offer of goods, services or any other benefit it has listed on the Goodie Marketplace that has been duly redeemed by another user using the requisite number of Goodie Dollars and in accordance with any applicable terms and conditions, we reserve the right in our absolute discretion to (i) reallocate Goodie Dollars between users to reimburse any aggrieved user where we deem this appropriate, and (ii) suspend or terminate the use of the Service by any user(s).
 

You agree that we and our affiliates have no responsibility to facilitate or offer returns, exchanges or refunds in connection with transactions on the Goodie Marketplace that we have not participated in. 
 

We make no representation, warranty or undertaking that the offer, sale, purchase, export, import or use of any goods, services or other benefits offered on the Goodie marketplace is valid and legal under the laws that apply to you. You accept sole responsibility to ensure the legality of any offer, sale, purchase, export, import or use or any goods, services or other benefits that you list or redeem using the Goodie Marketplace.

 

As a form of marketplace curation Goodie may offer an option for the users to report an offer via the Service's functionality and reserves a right after a review to delist the offer from the Goodie Marketplace.

As it relates to offers, promo codes, discount codes, store credit, and/or gift cards ("rewards"), the company or business where the rewards can be redeemed is not a sponsor of the rewards or otherwise affiliated with Goodie, Inc. The logos and other identifying marks attached are trademarks of and owned by each represented company and/or is affiliates. Please visit each company's website for additional terms and conditions.

 

General Conditions

  1. We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can request to have your Goodie account removed by reaching out to howdy@goodietheapp.com. If we terminate your access to the Service or delete your account, your profile will no longer be accessible through your account, but the content you’ve posted and the information we’ve collected about your account may persist and appear within the Service.

  2. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.

  3. We reserve the right, in our sole discretion, to change these Terms of Use ("Updated Terms") from time to time. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.

  4. We reserve the right to refuse access to the Service to anyone for any reason at any time.

  5. We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms of Use.

  6. You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that Goodie is not responsible or liable for the conduct of any user. Goodie reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.

  7. There may be links from the Service, or from communications you receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature. Goodie does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Goodie is in no way responsible or liable for any such third-party services or features and your correspondence and business dealings with third parties found through the service are solely between you and the third party. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Goodie has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold Goodie harmless for activity related to the Application.

  8. You agree that you are responsible for all data charges you incur through use of the Service.

  9. We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, posts, messages, names of places, addresses, user profiles, photos, videos, and other content.

 

Rights

  1. Goodie does not claim ownership of any Content that you post on or through the Service. Instead, you hereby grant to Goodie a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the Content that you post on or through the Service, subject to the Service's Privacy Policy, available in the settings section of the app.

  2. You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.

  3. The Service contains content owned or licensed by Goodie ("Goodie Content"). Goodie Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Goodie, Goodie owns and retains all rights in the Goodie Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Goodie Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Goodie Content.

  4. The Goodie name and logo are trademarks of Goodie, Inc., and may not be copied, imitated or used, in whole or in part, without the prior written permission of Goodie. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Goodie, and may not be copied, imitated or used, in whole or in part, without prior written permission from Goodie.

  5. Although it is Goodie’s intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Goodie reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by Goodie, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Goodie encourages you to maintain your own backup of your Content. In other words, Goodie is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. Goodie will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.

  6. You agree that Goodie is not responsible for, and does not endorse, Content posted within the Service. Goodie does not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms of Use, you may bear legal responsibility for that Content.

  7. Except as otherwise described in the Service's Privacy Policy, available within the setting section of the app, as between you and Goodie, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with Goodie is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place Goodie in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of Goodie, and Goodie will not be liable for any use or disclosure of any Content you provide.

  8. If you choose to send us content, information, ideas, suggestions, or other materials, you agree that Goodie is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

Third Party Content
 
For your convenience Goodie may include in the Service links to other sites on the internet that are owned or operated by third parties (“Third Party Websites”). You also agree that Goodie has no control over the content of Third Party Websites and does not have any responsibility for any material available on such Third-Party Websites nor for any use of or reliance on the contents of such Third Party Websites by you.
 
The Service may include content submitted by other users of the Service (“Third Party Content”).  You acknowledge that any use of or reliance on such content by you is entirely at your own risk and we are not responsible for such Third Party Content.  
 
The fact that we may link to a Third Party Website, or display Third Party Content, does not imply that we endorse the site or the products or services on such Third Party Website or that we have reviewed, approved, or verified the Third Party Content.

 

Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, GOODIE CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER GOODIE NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "GOODIE PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE GOODIE CONTENT; (C) THE USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO GOODIE OR VIA THE SERVICE. IN ADDITION, THE GOODIE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. 

THE GOODIE PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE GOODIE PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE GOODIE PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE GOODIE PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE. 

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE. 

THE GOODIE PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

 

Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE GOODIE PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE GOODIE CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE GOODIE PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE GOODIE PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE GOODIE PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE GOODIE PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). 

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF GOODIE'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE GOODIE PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE GOODIE PARTIES. 

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE ANY LAW OF ANY STATE OR TERRITORY WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 

GOODIE IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

 

Indemnification

You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Goodie's request), indemnify and hold the Goodie Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Goodie in the defense of any claim. Goodie reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Goodie.

 

Arbitration

Except if you opt-out or for disputes relating to: (1) your or Goodie's intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); or (2) violations of provisions 13 or 14 of the Basic Terms, above ("Excluded Disputes"), you agree that all disputes between you and Goodie (whether or not such dispute involves a third party) with regard to your relationship with Goodie, including without limitation disputes related to these Terms of Use, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Goodie hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. Neither you nor Goodie will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Goodie is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Goodie or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use. 

You may opt out of this agreement to arbitrate. If you do so, neither you nor Goodie can require the other to participate in an arbitration proceeding. To opt out, you must notify Goodie in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: 

Goodie, Inc. ATTN: 1487 Dunwoody Drive, Suite One, West Chester, PA 19380

You must include your name and residence address, the email address you use for your Goodie account, and a clear statement that you want to opt out of this arbitration agreement. 

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Goodie.

 

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Goodie must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

 

Governing Law & Venue

These Terms of Use are governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms of Use, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with Goodie exclusively in a state or federal court located in Chester County, Pennsylvania, and to submit to the personal jurisdiction of the courts located in Chester County, Pennsylvania for the purpose of litigating all such disputes. 

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Goodie's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Goodie reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Goodie.

 

Entire Agreement

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and Goodie and governs your use of the Service, superseding any prior agreements between you and Goodie. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Goodie. Any purported assignment or delegation by you without the appropriate prior written consent of Goodie will be null and void. Goodie may assign these Terms of Use or any rights hereunder without your consent. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.

 

Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Goodie to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Goodie provides. 

Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. 

The effective date of these Terms of Use is August 30, 2018. These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.