Terms of service
Last Updated May 8, 2017
Welcome! Goodshop.com (this "Site"), which includes GoodSearch, GoodShop and other related sites (each, a "Service" and, collectively, the "Services"), is owned and operated by GoodSearch, LLC ("GoodSearch", "we", "us" or "our"). BEFORE USING THIS SITE OR SETTING UP YOUR ACCOUNT WITH GOODSEARCH, PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE ("TERMS" OR "AGREEMENT"). THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. ACCESS TO AND USE OF THIS SITE AND THE SERVICES IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS. YOUR USE OF THIS SITE AND SERVICES CONSTITUTES YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THIS SITE OR SERVICES. PLEASE NOTE THAT ANY VIOLATION OF THESE TERMS MAY RESULT IN TERMINATION OF YOUR ABILITY TO ACCESS AND USE THE SERVICES.
BY USING THE SITE, YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. We reserve the right at any time to change all or any part of these Terms or the Services. Any changes we make will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Site or by electronic mail. Your continued use of the Services after such notice will be deemed acceptance of such changes. You can determine when these Terms were last revised by referring to the "Last Updated" legend at the top of these Terms. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms. Upon our request, you agree to sign a non-electronic version of these Terms. You agree that we shall not be liable to you or to any third party for any elimination or discontinuation of any content on or feature of the Service, or for any change in any fees or charges for use of the Service.
Notice Regarding Children Under 13
GoodSearch is concerned about the safety and privacy of all its users, particularly children. For this reason, children under the age of 13 are prohibited from using the service without supervision by a legal guardian. Please remember that the Services are designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Services and Content (defined below) is appropriate for your child.
Username and Password
As part of the account set-up and registration process, you may be asked to select a username and password. We may refuse to grant you a username for any reason in our sole discretion, including in the event that we determine that such user name impersonates someone else, is illegal, vulgar, or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Service to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
Participation by Nonprofits and Personal Campaigns
There are two (2) types of causes that may participate in the Services: (a) non-profit organizations and schools (each, a “Non-Profit”); and (b) personal campaigns set up by a user of the Service (each, a “Campaign”). Collectively, Non-Profits and Campaigns shall be referred to as “Causes.”
Participation by Causes in the Services is subject to GoodSearch prior approval. GoodSearch reserves the right to refuse participation to any Cause at any time in its sole discretion.
If you submit an application to participate in the Services as a Non-Profit (which you can find here: http://www.goodshop.com/addcharity.aspx), you represent and warrant that you: 1) have the right to enter into and perform this agreement with GoodSearch on behalf of the Non-Profit, including, but not limited to, the consent of the Non-Profit to use its name and/or logo, and 2) that the information in your application is true, complete and current.
If you submit an application to participate in the Services by creating a Campaign (which you can find here: http://www.goodshop.com/addcampaign.aspx), you represent, warrant and covenant that (i) all information you provide in connection with a Campaign is accurate, complete, and not otherwise designed to mislead, defraud or deceive any user; (ii) all amounts allocated to your Campaign will be used solely as described in the materials that you post; (iii) you will comply with all relevant local, state, and federal laws applicable to you when you solicit funds, particularly but not limited to laws relating to your marketing and solicitation for your Campaign; and (iv) you are not a charity as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). We reserve the right to provide information relating to your Campaign to donors and beneficiaries of your Campaign, and with law enforcement or to assist in any investigation.
By participating in the Services as a Cause, you grant GoodSearch a worldwide right to: 1) display your Cause listing on our Site; 2) promote your Cause as part of the Services online, in print and any other media; and 3) display your Cause’s trademark, logo, slogans and other source or business identifiers as you provide to GoodSearch in promotion of your Cause.
GoodSearch grants you a non-exclusive, non-transferable license during the participation of your Cause in the Services to use the Services names and logos on your site, in print and other media.
You may terminate the relationship of your Cause with GoodSearch and our right to use the name and logo of your Cause at any time by giving written notice and GoodSearch will cease all such use. GoodSearch acknowledges that you retain all right, title, and interest in and to the name and logo of your Cause and reserves all rights not expressly granted.
GoodSearch may terminate this agreement or remove the listing of your Cause from the Site at any time for any reason. Upon receipt of written notice of termination from GoodSearch, you must promptly remove the logo and disable the links from your site to the Services. Upon termination, GoodSearch will mail a check to your Cause within ten days for any donations earned.
Payment to Causes
For revenue earned and collected from qualifying searches on goodshop.com each selected Cause will receive a proportion of the revenue we allocate to Causes equivalent to the proportion in which that selected Cause’s supporters use the website relative to the supporters of other listed charities. To determine the amount paid to the selected Cause, we will allocate the lesser of $0.01 per search or 50% of revenues to determine the earnings per search, which we then multiply by that selected Cause’s relative proportion of searches. For instances where a search is done without selecting a Cause, the proportional revenue attributed that search will be used to fund our operations.
For qualifying purchases through GoodShop, each listed Cause will receive a percentage of qualifying purchases from a participating merchant based on the corresponding percentage applicable to that participating merchant, as listed at www.goodshop.com. For instances where a qualifying purchase is made without the user selecting a Cause, the revenue attributed to that purchase will be used to fund our operations.
With respect to Causes, GoodSearch will send to each listed Cause a check once a year, provided the Cause has accrued $5 or more (cumulative from all Services). If the Cause has earned less than $5, the funds will be donated to other Causes designated by GoodSearch management.
Checks not cashed within one (1) year after issue will be deemed null and void, and all corresponding funds will instead be donated on behalf of the payees to Causes designated by GoodSearch management.
Notwithstanding the foregoing, GoodSearch shall not be liable for any payment based on any amounts that result from invalid queries or invalid clicks on ads generated by any person, bot, automated program or similar device, as reasonably determined by GoodSearch, including without limitation through any clicks or impressions originating from your IP addresses or computers under your control.
To ensure proper payment, Causes are solely responsible for providing and maintaining accurate contact and payment information associated with their account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. Causes agree to pay all applicable taxes or charges imposed by any government entity in connection with their participation in the Service. GoodSearch may change its pricing and/or payment structure at any time. If you dispute any payment, you must notify GoodSearch in writing within thirty (30) days of any such payment; failure to so notify GoodSearch shall result in the waiver by you of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by GoodSearch. No other measurements or statistics of any kind shall be accepted by GoodSearch or have any effect under this Agreement.
Payments made to Causes through the Services are nottax-deductible contributions.
GoodSearch is a Platform Only
The Services are an administrative platform only. We facilitate the donations to Causes, but we not a party to any agreement between a between any user and a Cause. GoodSearch is not a broker, agent, financial institution, creditor or insurer for any user. We have no control over the conduct of, or any information provided by a Cause, and we hereby disclaim all liability in this regard.
GoodSearch does not guarantee that a Cause will obtain a certain amount of donations or any donations at all. We do not endorse any Cause, and we make no guarantee, explicit or implied, that any information provided through the Services by a user is accurate. We expressly disclaim any liability or responsibility for the success of any Cause, or the outcome of any fundraising purpose. You, as a user of the Services, must make the final determination as to the value and appropriateness of using the Services to contribute to any Cause.
We do not and cannot verify the information that Cause organizers supply, nor do we guarantee that the donations will be used in accordance with any fundraising purpose prescribed by a Cause. We assume no responsibility to verify whether the donations are used in accordance with any applicable laws, and such responsibility rests solely with the Cause, as applicable. While we have no obligation to verify that the use of any funds raised is in accordance with applicable law and these Terms, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a Cause is not raising or using the funds for their stated purpose, please alert our team of this potential issue and we will investigate.
Content and User conduct
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not GoodSearch, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. GoodSearch does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will GoodSearch be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.
The following are examples of the kind of Content and/or use that is illegal or prohibited by GoodSearch. However, this list is not exhaustive and we reserve the right to investigate anyone by engaging public and private organizations, including, but not limited to collection agents, private investigators, and local, state, federal and international agencies, and take appropriate action against anyone who, in our sole discretion, violates any of the terms or spirit of these Terms, including, without limitation, removing the offending content, suspending or terminating the account of such violators, stopping payments to any such Cause, freezing donated funds when we reasonably believe it to be required by applicable law, and reporting you to the law enforcement authorities or otherwise taking appropriate legal action. Without limiting the foregoing, you agree to not use the Services to:
- establish or contribute to any Cause with the implicit or express purpose relating to any of the following:
- any activity that violates any law or governmental regulation;
- content or campaigns that are fraudulent, misleading, inaccurate or dishonest;
- illegal drugs, narcotics, steroids, controlled substances or other products that present a risk to consumer safety or any related paraphernalia;
- knives, explosives, ammunition, firearms, or other weaponry or accessories;
- annuities, investments, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), debt collection or crypto-currencies;
- gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery) or sweepstakes;
- the promotion of hate, violence, harassment, discrimination or terrorism, or racial, ethnic, or gender intolerance of any kind;
- activities with, in, or involving countries, regions, governments, persons, or entities (including but not limited to Specially Designated Nationals) that are subject to U.S. economic sanctions, unless authorized by the Office of Foreign Assets Control, U.S. Department of the Treasury;
- human trafficking or exploitation;
- pornography or other sexual content;
- offensive, graphic, perverse or sensitive content;
- the defense or support of anyone alleged to be involved in criminal activity;
- offering monetary rewards, including gift cards;
- funding an abortion;
- ending the life of an animal;
- transactions for the sale of items before the seller has control or possession of the item;
- collection of payments on behalf of merchants by payment processors or otherwise; or
- credit repair or debt settlement services.
- infringes any intellectual property or other proprietary rights of any party;
- you do not have a right to upload under any law or under contractual or fiduciary relationships;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- poses or creates a privacy or security risk to any person;
- constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation;
- harm minors in any way;
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable; or
- in the sole judgment of GoodSearch, is otherwise objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose GoodSearch or its users to any harm or liability of any type.
You acknowledge that GoodSearch may or may not pre-screen Content, but that GoodSearch and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Services. Without limiting the foregoing, GoodSearch and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by GoodSearch or submitted to GoodSearch, including without limitation information in GoodSearch Message Boards and in all other parts of the Services.
You acknowledge, consent and agree that GoodSearch may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of GoodSearch, its users and the public.
You understand that the Services and software embodied within the Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by GoodSearch and/or content providers who provide content to the Services. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Services, in whole or in part, is strictly prohibited.
GoodSearch does not claim ownership of Content you submit or make available for inclusion on the Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Services, you grant GoodSearch the following worldwide, royalty-free and non-exclusive license(s), as applicable: the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Services solely for the purposes of providing and promoting the services. This license exists only for as long as you elect to continue to include such Content on the Services and will terminate at the time you remove or GoodSearch removes such Content from the Services.
Content Linked to by GoodSearch
The sites displayed as search results or linked to by the GoodSearch service are developed by people over whom GoodSearch exercises no control. The search results that appear from GoodSearch's search engine partner's indices are indexed by GoodSearch's search engine partner's automated machinery and computers, and GoodSearch cannot and does not screen the sites before including them in the indices from which such automated search results are gathered. A search using the GoodSearch service may produce search results and links to sites that some people find objectionable, inappropriate, or offensive. We cannot guarantee that a GoodSearch search will not locate unintended or objectionable content and assume no responsibility for the content of any site included in any search results or otherwise linked to by the GoodSearch Services.
You may not take the results from a GoodSearch search and reformat and display them, or mirror the GoodSearch home page or results pages on your Web site. You may not "meta-search" GoodSearch. If you are interested in adding a GoodSearch search box to your web site or your company's web site, please contact us.
You shall not, and shall not authorize or encourage any third party to directly or indirectly generate queries, impressions of or clicks on any search results, links and/or ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software.
Goodshop may offer rewards or monetary bonuses for registration, for referring other new members, for shopping, or for other specific actions. The terms and conditions accompanying such offers will govern how they are earned and paid if they differ from the description below. To qualify for a sign-up reward, a new member must make a minimum qualifying purchase totaling at least twenty-five dollars ($25.00) within ninety (90) days of becoming a member. To qualify for a referral bonus, a member must refer a new member who establishes their own account and makes their own minimum qualifying purchase totaling at least twenty-five dollars ($25.00) within the first ninety (90) days of becoming a member. Note that sign-up and referral bonuses are given for the purpose of attracting brand new members to Goodshop. An individual person is only eligible for one sign-up reward and may earn only one referral bonus per individual person referred. E-Gift cards or bonuses are only earned when new member makes minimum qualifying purchase at partner merchants that offer donations to causes. Please note that purchases made via Amazon will not quailify. To be sent a gift card bonus, member must have a valid email address in the United States or Canada only. Gift card vendors may be substituted without notice based on availability.
Dealings with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that GoodSearch shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.
Third-Party Websites, Software and Services
YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
We shall have the right, at any time and in our sole discretion, to block links to the Service through technological or other means without prior notice.
Intellectual Property Rights
You acknowledge and agree that the Services may contain content or features ("Services Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by GoodSearch, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by GoodSearch from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.
Although GoodSearch does not install or require you to install any software to access the Services, we will make available for download certain software applications (e.g., browser plug-in extension) to assist you in using the Services (“Applications”). The software underlying the Services (the "Underlying Software") and the Applications distributed in connection therewith are the property of GoodSearch, our affiliates and our partners. If you download any Application (from this Site or any authorized third party), you agree to use it only for your personal use and for accessing the Services, and you acknowledge that we reserve the right to update or discontinue such Application at any time. You further agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Underlying Software or Applications. The Underlying Software and Applications and their underlying information and technology may not be exported or re-exported into any country in violation of U.S. law. All rights to the Underlying Software and Applications not expressly granted herein are reserved by GoodSearch.
The GoodSearch and GoodShop names and logos used are trademarks and service marks of GoodSearch (collectively the "GoodSearch Trademarks"). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to GoodSearch. Except as expressly provided herein, nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of GoodSearch Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of GoodSearch Trademarks will inure to our exclusive benefit.
With respect to the content, photos, images, trademarks, logos, brands or other materials you upload or post through the Services or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own all right, title and interest in and to, or otherwise have all necessary rights and consents to (and to allow others to) fully exploit, such User Content, including, without limitation, as it concerns all copyrights, trademark rights and rights of publicity or privacy related thereto. By uploading any User Content you hereby grant and will grant GoodSearch and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Without limiting the foregoing, if any User Content contains your name, image or likeness, you hereby release and hold harmless GoodSearch and its contractors and employees, from (i) all claims for invasion of privacy, publicity or libel, (ii) any liability or other claims by virtue of any blurring, distortion, alteration, optical illusion, or other use or exploitation of your name, image or likeness, and (iii) any liability for claims made by you (or any successor to any claim you might bring) in connection with your User Content, name, image or likeness. You waive any right to inspect or approve any intermediary version(s) or finished version(s) of the results of the use of your User Content (including your name, image or likeness). Further, if any person (other than you) appears in your User Content, you represent and warrant that you have secured all necessary licenses, waivers and releases from such person(s) for the benefit of GoodSearch in a manner fully consistent with the licenses, waivers and releases set forth above. You further acknowledge that your participation in the Services and submission of User Content is voluntary and that you will not receive financial compensation of any type associated with the licenses, waivers, and releases set forth herein (or our exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Services.
GoodSearch is committed to protecting copyrights and expects users of the Service to do the same. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through the Service infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Service; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details. DMCA notices and counter-notices regarding the Service should be sent to:
P.O. Box 492176
Los Angeles, CA 90049
Email: [email protected]
You agree to indemnify, defend and hold us, our affiliates, distributors, partners, licensors, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from (a) your breach of these Terms; (b) your Content submissions; and/or (c) your activities in connection with the Causes or Services (including, without limitation, any and all purchases).
Disclaimer of Warranties
THE SERVICES, UNDERLYING SOFTWARE AND APPLICATIONS, AND ALL MATERIALS, INFORMATION AND PRODUCTS INCLUDED IN THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH NO WARRANTIES WHATSOEVER. GOODSEARCH AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GOODSEARCH AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. GOODSEARCH AND ITS LICENSORS DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. GOODSEARCH AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL GOODSEARCH OR ITS AFFILIATES, PARTNERS, ADVERTISERS OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GOODSEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Without limiting the foregoing, under no circumstances shall GoodSearch or its affiliates, partners, advertisers or licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Policy for Idea Submission
Many of our customers are interested in submitting ideas and suggestions for products and services to be used at GoodSearch, either independently of, or in conjunction with, our internally developed concepts. We appreciate our customers' interest in improving the Services; however, please note that any such ideas or suggestions that you submit will be owned by GoodSearch, and you hereby irrevocably assign any intellectual property rights in such ideas and suggestions to GoodSearch. In the event that the foregoing assignment is held to be ineffective for any reason, your ideas and suggestions will be treated as Content submissions and subject to the license granted to GoodSearch above. If you intend to retain any intellectual property rights in your ideas and suggestions (patent, trade secrets, copyright, trademark, etc.), please do not submit them to us without our prior written approval. You can inquire regarding such approval by sending a letter to GoodSearch, Inc. [P.O. Box 492176, Los Angeles, CA 90049] Attn: Idea Submission. If we are interested in pursuing any idea or suggestion of yours, we will contact you. Please note that an additional legal agreement may be required by GoodSearch in order to evaluate your idea or suggestion.
The Services are controlled and operated by GoodSearch from the United States, and is not intended to subject GoodSearch to the laws or jurisdiction of any state, country or territory other than that of the United States. GoodSearch does not represent or warrant that the Services or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access the Service do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the Services' availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
Term and Termination
These Terms shall remain effective until terminated as set forth herein. We may, in our sole discretion, immediately terminate these Terms, and/or your access to and use of the Services or any portion thereof, at any time and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon termination of these Terms, your right to access and/or use the Services will immediately cease. You agree that any termination of your access to or use of the Services may be effected without prior notice, and that we may immediately deactivate or delete your password and user name, and all related information and files associated with it (including all Content submissions), and/or bar any further access to such information or files. You agree that we shall not be liable to you or any third party for any termination of your access to the Services or to any such information or files, and shall not be required to make such information or files available to you after any such termination.
Dispute Resolution and Arbitration
In the interest of resolving disputes between you and GoodSearch (or GoodSearch’s affiliates, as applicable) in the most expedient and cost effective manner, you and GoodSearch, (or GoodSearch’s affiliates, as applicable) agree that any and all disputes arising in connection with these Terms shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and GoodSearch (or GoodSearch’s affiliates, as applicable) are each waiving the right to a trial by jury or to participate in a class action.
Notwithstanding the foregoing, we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
Any arbitration between you and GoodSearch (or GoodSearch’s affiliates, as applicable) will be governed by the Commercial Dispute Resolution Procedures ("AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting GoodSearch.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or GoodSearch (or GoodSearch’s affiliates, as applicable) may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or GoodSearch (or GoodSearch’s affiliates, as applicable) shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, GoodSearch (or GoodSearch’s affiliates, as applicable) shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by GoodSearch (or GoodSearch’s affiliates, as applicable) in settlement of the dispute prior to the arbitrator’s award.
In the event that you commence arbitration in accordance with these Terms, GoodSearch (or GoodSearch’s affiliates, as applicable) will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Los Angeles County, California, USA, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse GoodSearch (or GoodSearch’s affiliates, as applicable) for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
YOU AND GOODSEARCH (OR GOODSEARCH’S AFFILIATES, AS APPLICABLE) AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and GoodSearch agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
In the event that GoodSearch makes any future change to this arbitration provision (other than a change to the GoodSearch’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to GoodSearch’s address for Notice, in which case your account with GoodSearch shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
If the entirety of this section regarding dispute resolution and arbitration, or only the provision regarding class actions, is found to be unenforceable, then the entirety of this section shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described below.
These Terms are governed by and construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. Except as provided above, you agree to submit to the exclusive jurisdiction of any State or Federal court located in Los Angeles County, California, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of these Terms, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible, or, if incapable of such enforcement, shall be deemed to be deleted from these Terms, and the remainder of these Terms and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. These Terms are not assignable, transferable or sublicenseable by you except with our prior written consent; we may assign our rights and delegate our duties hereunder without your consent. These Terms may not be modified or amended except as set forth in the introductory section of these Terms. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. Unless otherwise required by law, any action or proceeding by you to enforce an obligation, duty or right arising under these Terms of Service or by law involving the Services must be commenced no later than one (1) year after the cause of action accrues.
If you have any questions or comments regarding these Terms, please contact: [email protected]
The Services are © 2016 GoodSearch, LLC. All rights reserved.
P.O. Box 492176
Los Angeles, CA 90049