Goodshop

Cashback Circle Program

Policies and Procedures

These Goodshop Cashback Circle Program Policies and Procedures (the “Policies and Procedures”), in their present form and as amended at the sole discretion of Goodshop, LLC (hereafter "Goodshop" or the "Company"), incorporate the Terms of Service and Privacy Policy found at www.goodshop.com and www.goodsearch.com (collectively, the “Website”). These Policies and Procedures govern Customer’s relationship with Goodshop as (a) “Customer(s)” of the Company and as Customer adds individuals (“Members”) to the Customer’s Cashback Circle Program network (the “Customer Network”). When the term "Agreement" is used, it refers collectively to the Terms of Service, the Privacy Policy, the Cashback Circle Agreement, and these Policies and Procedures. Where a conflict exists between these Policies and Procedures, the Cashback Circle Agreement, the Terms of Service, or the Privacy Policy, these Policies and Procedures shall control.

General Provisions

1.1 Independent Contractor.Customers are temporary independent contractors and not Goodshop employees, partners, franchises, or legal representatives. In all written, graphic, or digital material used for Goodshop business purposes, Customers shall represent themselves as an "Independent Goodshop™ Customer." In verbal conversations with prospective Members, Customers must not introduce themselves as anything other than an "Independent Goodshop Customer." Customers shall not lead anyone to believe that they are employees, partners, franchises, or legal representatives of Goodshop.

1.2 General Conduct.Customers shall safeguard and promote the good reputation of Goodshop and its offerings, avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and exhibit high moral character in their conduct related to the Agreement or otherwise connected to Goodshop. Customers shall not engage in any conduct that may damage the Company's goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this policy, and the following list is not a limitation on the standards of conduct to which Customers must adhere pursuant to this policy, the following standards specifically apply to Customers' activities:

(i) Deceptive conduct is always prohibited. Customers shall ensure that their statements are truthful, fair, accurate, and are not misleading.

(ii) If a Customer's Goodshop business is cancelled for any reason, the Customer shall discontinue using the Goodshop name, all other Goodshop intellectual property, and all derivatives of such intellectual property, in postings on all referral pages, social media, websites, or other promotional material.

(iii) Customers shall not represent or imply that any state or federal government official, agency, or body has approved or endorses Goodshop, its program, or offerings.

(iv) Customers shall not engage in any illegal, fraudulent, deceptive, unethical, or manipulative conduct in the course of their business or their personal lives that, in the Company's sole discretion, could damage the Company's reputation or the culture that exists within the Company and, if applicable, amongst other Customers.

1.3 Social Media.In addition to meeting all other requirements specified in the Agreement, should a Customer utilize any form of social media in connection with their Goodshop business, including but not limited to blogs, Facebook, Twitter, LinkedIn, YouTube, or Pinterest, the Customer agrees to each of the following:

(i) Customers are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media site that they own, operate, or control.

(ii) Customers shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party..

(iii) No Member signing may occur on or through any social media site. To process Member signing, a social media site must link only to the Customer’s referral page provided to Customer by Goodshop.

(iv) It is each Customer's responsibility to follow the social media site's terms of use.

1.4 Trademarks; Copyrights.The name "Goodshop" and other names, such as “Goodsearch,” the Company may adopt, are proprietary trade names, trademarks and service marks of Goodshop. Customers shall not use Goodshop trademarks and trade names in promotional media. A Customer shall not use any Goodshop trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any sales tools. Customers shall not use any Goodshop trademarks, trade names (including but not limited to the term "Goodshop" or “Goodsearch”), artwork, logo, or other intellectual property in any social media posting or other Customer produced promotional material. The content of the Website is copyrighted material that is owned exclusively by the Company. In addition, Company produced advertisements, videos, audios, podcasts, and printed material is also copyrighted. Customers shall not copy any such materials for their personal or business use without the Company's prior written approval.

1.5 Web Sites; Mobile Applications.Customers may use a Goodshop provided referral web page to promote their Customer Network and Goodshop offerings. Goodshop reserves the right to rescind and shut down any referral page, and Customers waive all claims against Goodshop, its officers, managers, members, employees, and agents for damages, expenses, costs, or remuneration of any other nature, if any, arising from or relating to such rescission and shut down. Customers shall not sell access to, or use of, their referral page to other Customers or third parties.

1.6 Waiver of Claims.In cases wherein a Customer violates any part of the Agreement, Goodshop reserves the sole and exclusive right to determine the final disposition of the Customer Network that was developed by the Customer. CUSTOMERS WAIVE ANY AND ALL CLAIMS AGAINST GOODSHOP, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM GOODSHOP'S DECISION REGARDING THE DISPOSITION OF ANY CUSTOMER NETWORK THAT DEVELOPS THROUGH THE WORK OF A CUSTOMER IN ACCORDANCE WITH THIS SECTION.

1.7 Financial Claims.When presenting or discussing the Goodshop offerings to a prospective Member, Customers shall not make financial projections, use income calculators, or disclose their Goodshop income (including, but not limited to, the showing of payments, bank statements, or related records), or the income of any other Goodshop Customer. Customers shall not make "lifestyle" income claims. A "lifestyle" income claim is a statement or depiction that infers or states that the Customer is able to enjoy a luxurious or successful lifestyle due to the income they earn from their involvement with Goodshop. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that a Customer was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.

1.8 Program Claims.When presenting or discussing the Goodshop offerings, Customer shall not mislead prospective Members into believing that financial benefits in their involvement with Goodshop is guaranteed.

1.9 Media Inquiries.Customers shall not interact with the media regarding the Goodshop offerings. All inquiries from the media, including radio, television, print, online, or any other medium, must be directed to Goodshop.

1.10 Non-solicitation.Goodshop Customers may participate in other consumer coupon programs. However, during the term of this Agreement, a Customer shall not directly Recruit other Goodshop Customers for any other consumer coupon program. The term "Recruit" means the direct solicitation or effort to influence another Goodshop Customer to leave Goodshop. Goodshop and Customer agree that any violation of this policy shall cause Goodshop irreparable harm for which there is no adequate remedy at law, and the injury to Goodshop will outweigh the potential injury to Customer, and therefore Goodshop will be entitled to emergency and permanent injunctive relief to prevent further violations of this policy.

1.11 Handling Personal Information.If Customer receives Personal Information from or about prospective Members, it is Customer’s responsibility to maintain its security. Customer shall shred or irreversibly delete the Personal Information of others once it is no longer need it for legitimate business purposes. Personal Information is information that identifies, or permits anyone to contact, an individual. It includes a name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.

1.12 Negative Comments.Complaints and concerns about Goodshop should be directed to Goodshop. Customers shall not disparage, demean, or make negative remarks to third parties, Members, or other Customers about Goodshop, its members, officers, managers, or other Goodshop Customers. Disputes or disagreements between any Customer and Goodshop must be resolved through a nonpublic dispute resolution process, and the Company and Customers agree specifically not to demean, discredit, or criticize one another on the internet or any other public forum.

1.13 Adjustment to Commission.Any commission is fully earned when the applicable return, repurchase, and chargeback periods applicable to product or service sales purchased with a coupon have all expired. If a product is returned to a vendor for a refund or is repurchased by the vendor, or a chargeback occurs, the commission attributable to the returned or repurchased product(s) will not be due to Customer. If necessary, unearned commission will be deducted, in the month in which the refund is issued or the chargeback occurs from the Customers who received the commission on the sales of the refunded products or services.

1.14 Right to Terminate.Goodshop reserves the right to terminate Customer’s relationship with Goodshop or restrict use of Goodshop offerings, without notice, for any or no reason whatsoever.

1.15 Coupon Proceed Disputes.For any coupon proceed related disputes, please contact Goodshop by email at [email protected].

Cancellation

2.1 Effect of Cancellation.A Customer whose business with Goodshop is cancelled for any reason will lose all Customer rights, benefits and privileges under the Agreement. This includes the right to represent itself as an Independent Goodshop Customer and the right to receive commission resulting from his/her own use of coupons and Goodshop offerings and that of any and all Members belonging to Customer’s Network.

2.2 Voluntary Cancellation.Customer may cancel their Goodshop business at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address, by e-mail or by canceling through the Website. The written notice must include the Customer's signature, printed name, address, and Customer I.D. Number.

Miscellaneous

3.1 Disciplinary.Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Customer that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the Customer's Goodshop business, and/or any other disciplinary measure that Goodshop deems appropriate to address the misconduct. In situations deemed appropriate by Goodshop, the Company may institute legal proceedings for monetary and/or equitable relief.

3.2 Indemnification.Customer agrees to indemnify Goodshop for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Goodshop incurs resulting from or relating to any act or omission by Customer that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Goodshop may elect to exercise its indemnification rights through withholding any compensation due the Customer. This right of setoff shall not constitute Goodshop' exclusive means of recovering or collecting funds due Goodshop pursuant to its right to indemnification.

3.3 Inducing Affiliates to Violate the Agreement.Customers shall not induce, encourage, or assist another Customer to violate the Agreement.

3.4 Reporting Errors.If a Customer believes that Goodshop has made an error in his/her commission, he/she must report it to the Company in writing within sixty (60) days from the date on which the alleged mistake occurred. While Goodshop shall use reasonable efforts to correct genuine errors reported more than sixty (60) days after the date of the alleged error, Goodshop will not be responsible to make changes or remunerate Customers for losses for mistakes that are reported more than sixty (60) days after the alleged error occurs.

Dispute Resolution

4.1 Confidential Arbitration.Except as otherwise provided in the Agreement, any controversy or claim that arises out of or relates to the Agreement, the breach thereof, or the Goodshop business must be settled through binding confidential arbitration. The parties waive rights to trial by jury or to any court. The arbitration must be filed with, and administered by JAMS in accordance with the Rules and Procedures, which are available on the JAMS website at http://www.jamsadr.com/rulesclauses/xpqGC.aspx?xpST=RulesClauses. Notwithstanding the rules of JAMS, unless otherwise stipulated by the parties, the following will apply to all Arbitration actions: (a) the Federal Rules of Evidence will apply in all cases; (b) the parties will be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure; (c) the parties will be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure; (d) the Federal Arbitration Act will govern all matters relating to arbitration; (e) the laws of the State of California, without regard to principles of conflicts of laws, will govern all other matters relating to or arising from the Agreement and the Goodshop business; (f) the arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and will last no more than five (5) business days; (g) the parties will be allotted equal time to present their respective cases.

4.2 Arbitration Proceedings.All arbitration proceedings will be held in California. The parties may select a mutually agreeable neutral arbitrator. If the parties do not agree on an arbitrator within sixty (60) days from the date on which the arbitration is filed, the petitioner shall request that the American Arbitration Association appoint an arbitrator. Each party to the arbitration will be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator will be final and binding on the parties and may, if necessary, be reduced to a judgment in any court to which the parties have consented to jurisdiction as set forth in the Agreement. This agreement to arbitrate will survive the cancellation or termination of the Agreement. Customer will be responsible for paying its own attorney's fees, expert witness fees, and costs associated with prosecuting their case.

4.3 Arbitration Confidentiality.The parties, their respective agents and attorneys, and the arbitrator shall maintain the confidentiality of the arbitration proceedings and all evidence associated with the arbitration, and shall not disclose to any third party; (i) the substance of, facts underlying, or basis for, the controversy, dispute, or claim; (ii) the substance or content of any settlement offer or settlement discussions or offers associated with the dispute; (iii) the pleadings, the content of any pleadings, and exhibits to the pleadings, filed in any arbitration proceeding; (iv) the content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration; (v) the terms or amount of any arbitration award; (vi) the rulings of the arbitrator on the procedural and/or substantive issues involved in the case. If a party violates its confidentiality obligations under this arbitration policy, the non-breaching party will incur significant damages to its reputation and goodwill that will not be readily calculable. Therefore, if a party, its attorneys or agents breach the confidentiality provisions of this policy, the non-breaching party will be entitled to liquidated damages in the amount of $10,000.00 per violation, and $25,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each allegation, pleading, claim or other prohibited disclosure will constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a party to disclose evidence or allegations relating to the dispute to any individual who is, or who may be, a witness to the dispute. The parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty.

4.4 Disputes Not Subject Arbitration or Mediation.

(i) Equitable Relief. Notwithstanding the foregoing arbitration agreement, nothing in the Agreement prevents either party from applying to and obtaining from any court to which the parties have consented to jurisdiction as set forth in the Agreement a temporary restraining order, preliminary or permanent injunction, or other equitable relief to safeguard and protect the party's intellectual property, trade secrets, and/or confidential information, including but not limited to enforcement of its rights under the Non-solicitation provisions of the Agreement.

(ii) Class Action Waiver. All disputes arising from or relating to the Agreement, or arising from or relating to the Goodshop business, must be brought and proceed on an individual basis. The parties waive their rights to pursue any arbitration or lawsuit against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. Customer may opt out of this class action waiver if they wish by submitting written notice to the Company of their desire to opt out within thirty (30) days from the date on which they enroll as a Customer. Customer must submit their written opt-out notice to the Company at [email protected].

(iii) Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages.

(iv) Governing Law, Jurisdiction and Venue. Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Los Angeles County, State of California, or the United States District Court for the Southern District of California. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of California, without regard to principals of conflicts of laws, shall govern all other matters relating to or arising from the Agreement.

(v) Survival. This dispute resolution policy shall survive the termination of the Agreement.