Terms of Service
Last modified on July 13, 2020
The Good Group Inc., (referred to hereinafter as, “The Good”, or “Company,” or “We,” or “Us,” or “Our”), provides conversion rate optimization services and tools for businesses (the “Services”). The Services are made available through Our websites located at thegood.com and/or builder.thegood.com (“Site”). This Agreement applies to all visitors and users of Our Services, and unless governed by another agreement between The Good and You, to each of Our Services.
By accessing the Services, You agree to comply with this Agreement, and that Your visit and/or use of the Services, and any dispute directly arising out of Your use or misuse, will be governed by this Agreement, unless agreed upon otherwise in writing by both parties.
Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits. If you do not wish to accept a change to this Agreement, Your sole remedy is to cease use of the Services and Site, and cancel the Services. The modified Agreement will become effective immediately unless otherwise stated. Notwithstanding the foregoing, any changes to this Agreement will not apply to any dispute between You and Us arising prior to the effective date of any such change(s).
“Payment Information” shall mean any credit card, financial, checking, digital online account information, and associated information required to process charges, fees, refunds, and/or transactions.
“Account Information” shall mean user name, names, addresses, email address, business name, business address, business email, website information, log-in credentials to third party affiliates required to provide Our Services, and other information explicitly required to create an account with Us.
“User Content” shall mean any content, personal information, corporate information, product information, sensitive information, Account Information, Applications, derivative works, code, images, testimonials, logos, trademarks, blog posts, product images, reviews, or other assets uploaded or inserted to Your Account or data that Users provide to be made available through the Services.
1.1. Service Provided: Our Services are offered to help businesses optimize their conversion rates and grow their business.
1.2. Types of Services: You may select from among Our Services by reviewing our Site at https://thegood.com/services or builder.thegood.com, and agreeing to purchase one or more of the Services or products. The expectations, deliverables, and objectives of each Service are shown generally on the Site, however, such description is not exclusive and may be supplemented from time to time by Us.
(i) CGA Services: This is a one-time service that provides You with an (1) expert evaluation of key individual pages on Your website; (2) data-backed recommendations on how to improve and optimize conversion rates; (3) a review call with one of Our conversion strategists; (4) quick feedback to implement on Your pages; and (5) a review of up to three pages on either desktop or mobile, with the ability to add more at a discount.
(ii) Fee: In order to get access to the Conversion Growth Assessment™ service, You must pay a one-time fee at the time of signing up on Our Site (“CGA Fee”). We reserve the right to change the CGA Fee from time-to-time at our sole discretion.
(iii) Limited Free Access to Conversion Growth Lab™: Upon signing up for the CGA Services, You will get 6 months free access to Our Conversion Growth Lab™.
(ii) Conversion Growth Lab™ (CGL)
(i) CGL Services: The CGL service is an exclusive online community where You can learn from experts, gain deeper conversion growth optimization insights, network and find new opportunities, and get exclusive access to industry trends and research reports. Services may include, access to (1) a private Slack community where you can learn from others and engage with Our experts; (2) expert research reports focused on conversion-centric design for brands doing business online; (3) live videos and a video teardown library of top ecommerce brands; (4) industry virtual round table discussions; and (5) access to Our virtual “office hours” with conversion rate optimization experts.
(ii) Fee: Unless provided for otherwise, in order to get access to the CGL services, You shall pay either a recurring monthly fee or an annual fee (“CGL Fee”), which is subject to change at any time in our sole discretion. Failure to pay the CGL Fee shall result in termination of the CGL service.
(iii) Conversion Growth Builder (CGB)
(i) CGB Service: The Conversion Growth Builder service provides small to medium sized ecommerce businesses a customized optimization and action plan for start improving their customer experience and conversions on their site.
(ii) Fee: In order to get access to the CGB services, You shall pay a monthly fee (“CGB Fee”), which is subject to change at any time in our sole discretion. Failure to pay the CGB Fee shall result in termination of the CGB service.
(iii) Limited Free Access to Conversion Growth Lab™: Upon signing up for the CGB Service, You will get free access to Our Conversion Growth Lab™. Your free access to the Conversion Growth Lab™ shall cease upon failure to pay the CGB Fee and/or upon cancelling the CGB Service.
(iv) Comprehensive Conversion Audit (CCA)
(i) CCA Service: The CCA service is a one-time service that provide You with an end-to-end comprehensive audit and report outlining Your ecommerce website’s conversion rate performance strengths and weaknesses, along with top opportunities for increased conversion rates and sales. The audit may analyze Your website’s UX and usability, data analytics and tracking, customer acquisition methods and rates, repeat conversion effectiveness, and post-sale process. We may also utilize moderated and unmoderated live user testing with video recording. The CCA service includes, without limitation; (1) A complete data analysis and assessment of your deficiencies, opportunities & conversion barriers; (2) A full 360 degree qualitative and quantitative conversion & UX analysis; (3) A detailed report packed with data-backed insights to improve various aspects of Your online customer experience; (4) Customized testing roadmap of conversion improvement recommendations; and (5) A 2-hour presentation with Q&A to review the audit and report.
(ii) CCA Fee: In order to get access to the CCA services, You shall pay the then-current fee described in an engagement letter (“CCA Fee”) at the “Kick Off” meeting with Our Team.
(iii) Engagement Letter: We will provide you with an engagement letter for the CCA service, which may include timeline, deliverables, particular services to be provided and any additional specifications the parties deem appropriate.
(iv) Limited Access to the Conversion Growth Program™: If applicable, a portion of the CCA Fee may be applied towards the Conversion Growth Program™ if You sign up for the Conversion Growth Program™ within 3 months from signing up and paying the CCA Fee.
(v) Conversion Growth Program™ (CGP)
(i) CGP: The CGP service is a monthly recurring flexible conversion optimization program that is customized based on the clicks and movements of Your specific site visitors. The CGP service uses the CCA service to identify conversion roadblocks, provide improvement recommendations and develop a full A/B testing roadmap. Services include, without limitation; (1) All of the deliverables included in the Comprehensive Conversion Audit; (2) Access to our expert conversion strategy team; (3) A/B, multivariate, split and user testing design and development; and (4) Monthly conversion strategy meetings to review progress, tests, results, and address questions
(ii) Service Levels and Fees: You may change Your service level for the upcoming month at any time, so long as written notice has been provided to Us at least 5 days prior to the new monthly billing date. The new service level will be billed at the then current fee/rate for that Conversion Growth Program™ level.
a. In order to access the CGP, You shall pay a monthly recurring fee (“CGP Fee”), which is subject to change at any time in our sole discretion. The CGP provides the following services, subject to vary from time-to-time and in Our sole discretion:
· Initial Data Collection & Analysis
· Initial Conversion Analysis Report
· Initial Strategy Session
· Monthly Analytics Analysis
· Monthly Reporting
· Monthly Strategy and Reporting Review Sessions
· A/B, Multivariate, and Split Testing, and
· On-going Strategic Advisement
b. Maintenance Mode: You may opt to enroll in the Maintenance Mode service level for the upcoming monthly cycle by paying a fee each month thereafter (“Maintenance Mode Fee”), which is subject to change at any time in our sole discretion. The Maintenance Mode services include, without limitation;
1. Assigned conversion and UX strategist;
2. Access to team Q&A through Basecamp;
3. Monthly strategy calls;
4. Reporting on current tests in progress;
5. Analytics review and site monitoring;
6. Heat mapping and session recording;
7. Evaluation of new opportunities for additional testing; and/or new strategic initiatives; and
8. Ability to move back onto the CGP for future monthly cycles at the then-current fee for the CGP.
(iii) Statements of Work: After signing up for the CGL service on Our site by filling out an Online Form, We will contact You directly by the information provided to Us, in order to discuss the customized deliverables and roadmap, and to develop an engagement letter.
(i) The CCS: The Custom Consulting Service is a one-time engagement service that includes, without limitation: (1) Wireframe audit; (2) Data-driven redesigns; (3) User testing; (4) Survey design and analysis; (5) Data dashboard centralization; and (6) Conversion and testing advisory. You may customize the service(s) You want by contacting us through the Online Form.
(ii) Fees: Fees vary depending on the customization of the work requested and will be outlined in the engagement letter when You sign up for the CCS service. Applicable fees shall be paid after the engagement letter is signed by both parties.
1.3. Signing Up: In order to sign up for some of the Services, You may need to create an account (“Account”) or fill out a one-time online form (“Online Form”). Whether through the Online Form or otherwise, You may need to provide Us with certain information, including, without limitation, Your name, email address, credit card information, website information, company information, telephone numbers, Account Information, Payment Information and grant Us access to any third party analytics tools and/or software required (“Website Access”) for Us to provide the Services. Upon signing up for some of recurring Services We may need to use the information You provided to Us in order to contact you to set up a “Kick Off” meeting.
1.4. Fees: In order to receive the Services You select on Our Site, You will need to pay the fees applicable to the Services, either upon signing up online or after a “Kick Off” meeting with Us. We reserve the right to change all listed prices for the Services at any time and for any reason. No refunds are provided for fees paid, unless agreed upon otherwise.
Payments and Late Fees: Most fees applicable to the Services shall be paid in full upon signing up for the Services on Our Site, although some Services such as Ongoing Support for the Conversion Growth Program™ and Conversion Growth Lab™ are month-to-month or in installments. By clicking the “I accept” button on the Site, You agree to the processing of any Payment Information, financial information and/or credit card information, and You authorize Us to charge Your account to pay the fees in order to receive the Services. In the event that Your credit card or other payment method on file is declined when payment comes due, We shall have the right to suspend Services and/or Your Account until the amount due is received. Any payment due under this Agreement which is not paid in full when due or as provided otherwise in writing, shall be subject to a late payment charge of 1.5%, and shall thereafter bear interest at a rate of 18% per annum until paid. Should The Good be required to take additional action to collect the unpaid amount due, You shall be liable for all costs and fees with the collection, including without limitation attorneys’ costs and fees.
1.5. No Guarantee: We do Our very best to provide the most accurate information possible on Our Site and Service, but it is impossible to guarantee accuracy of all the information, data, products, and services discoverable on Our Site or provided through Our Services. Therefore, We do not, and at no point in time in the future, guarantee that Our information, data, products and services offered through Our Site is bug-free, error-free, up to date, accurate, usable, will improve profits and revenue for your business, or appropriate to Your needs. We are not responsible or liable for the outcome of your implementation of our Services, and will not be liable for any loss of revenue, loss of business, loss of users, or adverse consequences to Your business.
2.2. Types of Users: Anyone may visit the Site (“Visitor”) and/or sign up for the Services (“User”), so long as they are the owner, or direct employee with the required authorization, of the website and/or company being submitted for the Service, agree and comply with the applicable Terms herein, and in the case of ordering Our Services, are interested in improving their ecommerce, conversion rates, or marketing and have a website for Us to provide Services for. Depending on the type of service You sign up for on Our Site, You may have a different (1) method of signing up; (2) payment method, fees and rates; and (3) obligations and liabilities, outlined herein. In addition, depending on the type of service You sign Up for, You may be subject to additional terms. If you have questions about the Services, please inquire before ordering the Services on our Site.
2.3. Individual On Behalf of a Partner or Merchant: If You contract for Services on behalf of another User, You represent and warrant that You have full legal authority enter into this Agreement on behalf of the other user, entity and/or individual. If You are not authorized to act on behalf of a company, other entity or other user, You shall not accept the terms of this Agreement, and You shall not have access to the Services or use an Account on behalf of someone else.
2.4. Minors. The Site and Services are available only for individuals who are eighteen (18) years of age or older. By accepting this Agreement, You hereby agree that You are above the age of eighteen (18). If You are thirteen (13) or older but under eighteen (18) years of age or otherwise considered a minor (“Minor”), (or the legal age of majority where You reside if that jurisdiction has an age of majority older than eighteen (18)), You must review the terms of this Agreement with Your parent or legal guardian to make sure that both You and Your parent or guardian understand and agree to this Agreement, and Your parent or legal guardian must accept this Agreement on Your behalf. If You are a parent or legal guardian agreeing to this Agreement on behalf of and for the benefit of a Minor, then You agree to, and accept full responsibility for that Minor’s use or misuse of the Site and Service. We do not permit use by, not do we knowingly collect information from, persons under the age of thirteen (13).
2.5. Limitations on Users and Currencies. We reserve the right to limit, revoke, suspend or deny, in Our sole discretion, payments made by Users from certain countries or locations (“Limited Locations”). We shall provide written notification to Users who are attempting to pay or transact from these Limited Locations. We also reserve the right to deny the use of certain currencies, including digital currencies, in Our sole discretion. Any currency conversion that is required for any transaction or sale on the Site or through the Services shall be the responsibility of the payment gateway system We are using at that time. The Good only accepts payments in United States’ Dollars (USD), and any and all currency conversions shall be converted into USD. Failure to pay the full amount required, after any currency conversion, shall be considered a material breach of this Agreement and grounds for immediate termination.
3. User Accounts and Online Forms.
3.1. User Accounts:
(i) We reserve the right to approve, deny, suspend, or revoke Your Account(s) at any time and for any reason, if applicable. If You sign up for an Account, You shall be solely responsible for the security of Your own Account, login information, passwords, and activity under Your Account, including, without limitation, access to Your website, third party tools, analytics tools and access keys, API keys, and any use or misuse of Your Account arising out of Your failure to keep such information secure and confidential. We shall use reasonable efforts and industry standard security practices to keep Your Account Information and Website Access credentials confidential. However, in the event of any actual data or account breach, We shall provide You with written notice detailing the breach and information compromised, if any.
(ii) We reserve the right to reject any Online Form submission and/or deny providing Services to You, at any time and in Our sole discretion. You shall be solely responsible for the information You provide on any Online Form. Providing false or misleading information in the Online Form shall be grounds for rejection or denial of Services.
3.2. Cancelling Services:
(i) In most cases, if You have an Account or have purchased recurring Services, You may cancel Your Account or the Services at any time and for any reason by accessing Your Account on Our Site (if applicable) or emailing Us at firstname.lastname@example.org. If You cancel Your Account or the Services within a 30 day billing cycle, You will still have access to Your Account, the Account Information, Services and any User Content on Your Account. However, You shall pay any and all outstanding fees for the month in which You cancelled Your Account. Failure to pay the entire fees due at the time you elect to cancel shall be considered a material breach of this Agreement, and shall be grounds for immediate termination. We reserve the right to keep, maintain and use the Account Information, User Content and all other data and information for internal business purposes only upon cancellation.
3.3. You acknowledge and agree to the following:
(i) You shall give Us permission and access to embed any third party software and/or tools required to provide any of the Services for Your website;
(ii) Any information, including Payment Information and Account Information, You provide to Us in connection with a request for access to the Service shall be accurate, up-to-date and complete at all times, and You will update such information as necessary to keep it accurate, up-to-date, and complete;
(iii) You shall not share Your Account Information with any third party, and You shall be solely responsible for keeping Your Account Information confidential;
(iv) You shall be responsible and liable for all activity that occurs on or in connection with Your Account;
(v) You shall promptly notify Us in writing if You believe that an unauthorized third party may be using or have access to Your Account Information;
(vi) We will not be liable for any loss or damage arising out of Your failure to maintain the security of Your Account Information, or for unauthorized access to Your account caused by You; and
(vii) We may suspend, revoke, or limit Your rights to access the Services if You fail to comply with the terms of this Agreement in any way, or if We suspect or have reason to believe that You are not in compliance with Our policies and/or this Agreement.
3.4. Additional Responsibilities. You shall:
(i) Be responsible for submitting accurate content through the Online Form;
(ii) Be responsible for Your Account Information’s accuracy, quality, and the legality of Your Account Information, if applicable;
(iii) Ensure Your Online Form information or Account Information does not infringe on or violate the legal rights of any person or entity, or interfered with any agreement You have with another third party;
(iv) Ensure Your User Content complies with this Agreement and all applicable laws;
(v) Handle any claims relating to or arising out of Your User Content; and
(vi) Properly, and in accordance with applicable law, handle, process, and respond to notices sent to You by any person claiming that Your User Content violates such person’s rights.
4. Your User Content: Warranty, License, Restrictions and Removals.
4.2. User Content : When transmitting or submitting information, Account Information, and User Content to the Services, You retain all intellectual property rights and ownership to Your User Content. No transfer of ownership is created between You and Us, for Your User Content or vice versa. However, so that We can operate, market and promote the Services effectively, You hereby grant Us, by submitting Your User Content to the Site, a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, enter into computer memory, and use and practice, in any way now known or in the future discovered, Your User Content as well as all modified and derivative works thereof in connection with Services (“ User Content License”). To the extent permitted by applicable laws, You hereby covenant not to assert against Us any moral rights You may have in any of Your User Content. You agree that We may use Your User Content for marketing and promotions of Services, provided We do not use Your trademarks, personally identifiable information, and sensitive information without Your prior written approval. The rights You grant in the User Content License are for the purpose of operating, marketing, promoting, and improving Our Services and to develop new, features, services and/or products. You must have the necessary rights to grant Us this User Content License for any User Content that You provide to Us, both directly and indirectly.
4.3. Restrictions on Use and User Content: We reserve the right to cancel Your Account with Us at any time for any reason in Our sole discretion. User Accounts may be cancelled, and legal action may be taken by Us against You, for several reasons, including but not limited to:
i. Submitting websites and/or content that You do not own or have the required legal license or rights to submit;
ii. Submitting any unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, or otherwise objectionable User Content;
iii. Any sexually explicit User Content;
iv. Language or User conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation;
v. Posting any unsolicited or unauthorized advertising, “spam,” or junk mail, including “chain letters” and “pyramid schemes”;
vi. Submitting any User Content that is alleged to infringe any patent, trademark, trade secret, copyright, or other proprietary right;
vii. Uploading a virus or User Content designed to disrupt, limit, or damage any functionality of any computer software, hardware or server;
viii. Misuse of the Services and the data and analytics provided by Us;
ix. Uploading fraudulent or materially misrepresented Account Information and/or Payment Information; or
x. If We in Our judgment and sole discretion deem it appropriate.
4.4. Prohibited Activities: Unless You have Our express written consent, You shall not, and will not attempt to:
(i) Use Our Services to submit, store, transmit, or process malicious code, worms or viruses;
(ii) Upload or provide false, illegal, or unauthorized User Content, including but not limited to, making misleading or false material statements to Shoppers about products, intentionally misstating prices, and/or intentionally selling the wrong products, to Our Services;
(iii) Use Our Services to submit, store, transmit, or process User Content that is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) libelous or defamatory; (c) fraudulent, tortious or unlawful; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) infringing of any person’s rights, any applicable laws, or Your obligations to any third party;
(iv) Use Our Services to submit, store, transmit or process User Content that would give rise to criminal or civil liability or that encourages unlawful activity;
(v) Gain unauthorized access to Our Services, or to Our systems or networks;
(vi) Interfere with or disrupt the integrity or performance of Our Services, or third-party content contained therein;
(vii) Impersonate any person or entity or misrepresent Your affiliation with any person or entity in connection with Our Services;
(viii) Reverse engineer, disassemble, or decompile Our Services or apply any other process or procedure to derive the source code of any software included in Our Services;
(ix) Unless otherwise provided, remove any copyright, trademark, or other proprietary rights notice from Our Services.
4.5. Removal of User Content and Requests: We take the rights of others very seriously. If You have any concerns that User Content is improper or infringing, please contact Us at email@example.com and if You would like the User Content removed, please provide Us with:
i. A detailed description of the objectionable content, including where it is located;
ii. A statement that You have a good faith belief that the poster does not have permission to use the said objectionable content;
iii. A statement that You are the owner, or exclusive agent of the owner, of the objectionable content;
iv. Your contact information, including telephone number and physical address, and;
v. A signed and sworn statement, under penalty of perjury, that Your statements above are true to Your knowledge.
4.6. In certain instances, some of Your removed or edited User Content may not be completely removed, and copies of Your User Content may continue to exist on the system or Site’s server, and other locations belonging to Us. Copies, or meta copies, of User Content and information is solely used for purposes associated with Our Services and Site. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Your User Content at any time.
5.1. Either party to this Agreement may terminate this Agreement, unless agreed upon otherwise in writing by both parties: (a) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 days thereof; (c) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (e) upon the occurrence of a material breach of the terms of this Agreement by the other party, if such breach is not cured within 7 days after written notice identifying the matter constituting the material breach is provided by the non-breaching party.
5.2. Effect of Termination. Upon termination of this Agreement:
(i) All licenses granted from Us to You shall terminate immediately;
(ii) Upon request, each Party will promptly return to the other party or delete all tangible embodiments of confidential information of such party in its possession, custody or control;
(iii) You will delete all stored content received from Us through the use of the Services; and
(iv) You shall pay all outstanding fees and payments due at the time of termination.
Notwithstanding the above, each party may retain a copy of this Agreement and such other confidential information of the other party as reasonably required for legal and auditing purposes. We may request that You certify in writing Your compliance with this Section.
6. License Grants and Intellectual Property.
6.1. Our Intellectual Property License to You. The Site and materials offered or delivered to You through the Services, and any software through which We provide Our Services, is the intellectual property of The Good and/or its licensors, unless We have acknowledged otherwise in writing, and We hold all rights, titles, and interests in Our Site and Services and any works associated with or created by Our Services, including without limitation, all customized technology, base technology, manuals, instructions, specification and requirements, plans, documents and materials (“Deliverables”), logos, source code, images, videos, data, algorithms, patents, photos, trademarks, trade dress, informational material provided through Our Services or by Us, and any resources, marketing material, data, research, analytics, reports, articles, domain names, user database, business methods, research methods, referral lists, databases, updates, copyright (collectively referred to as, “Intellectual Property”) that We provide You for the benefit of or as a result of using Our Services. Nothing in this Agreement or through Your use of Our Services shall be construed to be a transfer or grant of title, ownership or rights to Our Intellectual Property, except as expressly agreed upon in writing by both parties. On condition of your full payment of the applicable Service fees, We shall grant You a non-exclusive, fully paid-up and royalty free, worldwide, and assignable license to use the Deliverables and any associated work product delivered to You through the use of Our Services for the intended purpose.
6.2. Feedback. While visiting or using the Site and/or Service, You may from time-to-time provide Us certain materials, communications, suggestions, comments, improvements, ideas or other feedback to Us related to Our Site and/or Service (“Feedback”). You hereby grant to Us all rights, titles and interests in and to any Feedback that You make to Us concerning the Site and/or Service. In the event this grant is not sufficient for Us to fully realize and use the Feedback, You grant Us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Site and Services any of Your Feedback. By providing Feedback, You are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
6.3. Case Studies and Service Results License. Confidential Information withstanding, and unless stated otherwise in an applicable engagement letter, You hereby grant Us a perpetual, irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, assignable, sub-licensable license, to display, publish, copy, perform, and distribute any end product, case study results and/or results attained from using Our Services (“Service Results”), on Our Site, and in other promotional materials, for the purpose of marketing, promoting and advertising Our Services (“Case Studies and Service Results License”). We shall have the right to use and display Your company name and logo as Our client unless you withdraw your consent in writing.
7. Third Party Content and Tools
7.1. Some of the data and other content that is made available to You via the Site and/or Service may be provided by a third party with the intent that it be used by You (“Third Party Content”). Such Third Party Content remains the property of its source. You should review any Third Party Content and service agreements to make sure You agree with their services, policies and terms, including those which we may provide to you from time to time regarding Third Party Content used in delivery of the Services. Except as otherwise expressly provided, no license or transfer of interests, rights, or titles shall be granted by using the Third Party Content on the Site or through the Service. We are under no obligation to ensure that those Third Party Content and services work error-free, are accurate and are up-to-date.
7.2. The Services may include third party content and/or hyperlinks to websites, resources, or content owned or operated by third parties, over which We have no control. We are not responsible for the accuracy or availability of such third-party content or such sites or resources or for any content, advertising, products, or material on or available from such third party’s sites or resources. We are not responsible or liable for any damages that You may incur, directly or indirectly, as a result of Your use of, and/or in reliance upon, any such third-party content, sites, or resources. In furtherance of the foregoing, You are responsible for reviewing such third party’s policies regarding use and/or reliance upon such third-party content, sites, or resources.
7.3. In order to provide some of the Services, We may request to embed and/or use third party tools (“Third Party Tools”), such as, without limitation, Google Analytics. We will notify You of the need for such Third Party Tools, and it is Your sole responsibility to review the terms and conditions on which such Third Party Tools are licensed or otherwise made available. We are not responsible for the data practices of such Third Party Tools, and suggest You review their terms and privacy policies carefully before accepting Services.
8. Your Representations and Warranties. You hereby represent and warrant that if You are a user of the Services, You shall:
8.1. Furnish information reasonably requested by Us in order to complete the Services;
8.2. Provide access to personnel and records that We or Our personnel may reasonably request;
8.3. Timely perform Your obligations as necessary to meet the schedule in any applicable signed engagement letter.
In the event that any failure by You to comply with the provisions of this section results in any delay in performance of the Services by Us, We shall not be deemed in breach of this Agreement, or any applicable engagement letter, for such delay and You shall be responsible for any associated costs incurred by Us in addressing and remedying such delay.
9. Our Representations and Warranties. We hereby represent that:
9.1. All Services and deliverables will be provided in accordance the applicable specifications in any applicable signed engagement letter;
9.2. Each of Our employees, agents and/or representatives assigned to provide Services shall have the proper skill, training and background so as to be able to perform such Services in a professional, competent and workmanlike manner in accordance with the prevailing standards in Our industry. Client’s sole and exclusive remedy and TGGI’s sole liability for a breach of the foregoing warranties shall be the reperformance of such Services at no cost to User.
10. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SETFORTH ABOVE, USE OF OUR SERVICES IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM SUCH USE. OUR SERVICES ARE PROVIDED ON AN “AS IS” BASIS EXCEPT AS EXPRESSLY WARRANTED. APART FROM THE EXPRESS, LIMITED, WRITTEN WARRANTIES PROVIDED, WE AND OUR LICENSORS, SUPPLIERS AND CONTRACTORS, IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE PERFORMANCE OF ANY THIRD PARTY, INCLUDING ANY PARTNER, AND PERFORMANCE OF THE SERVICES IN AN ACCURATE AND TIMELY MANNER. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, PROVIDE YOU WITH ANY BENEFIT, OR ERROR-FREE. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AS TO THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT DEFECTS IN THE SERVICES IN WHOLE OR IN PART, INCLUDING SOFTWARE, WILL BE CORRECTED. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF OUR SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO OUR SERVICES’ AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR MONETARY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, DATA, PAYMENT INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR 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, OR MADE THROUGH THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. YOU ARE SOLELY RESPONSIBLE FOR THE SAFEKEEPING OF ANY PAYMENT INFORMATION USED IN CONJUNCTION WITH THE SERVICES. WE DO NOT STORE OR PROTECT YOUR PAYMENT INFORMATION AND WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOST OR THEFT OF YOUR PAYMENT INFORMATION FOR ANY REASON.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE OUR SERVICES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF DATA OF ANY KIND, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR ACCOUNT INFORMATION, PAYMENT INFORMATION OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR BACKUP, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO THE NETWORK OR SERVER, OR THE FAILURE OF ANY MESSAGE TO SEND OR TO BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM. FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE MAXIMUM LIABILITY OF US TO YOU SHALL NOT EXCEED THE NET AMOUNT OF FEES PAID BY YOU THROUGH THE SERVICE DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM.
13. General Terms.
13.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, as if performed wholly within the state and without giving effect to the principles of conflict of law.
13.2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, invalid or unenforceable, the provision shall be modified by the court and interpreted so as best to accomplish the objectives and intent of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the remainder of the Agreement will remain in full force and effect.
13.3. Survival. The sections which, by their nature, shall survive the termination or expiration of this Agreement, include, without limitation: License Grants and Intellectual Property, Disclaimer and Warranties, Limitation of Liability, Indemnity, and General Terms.
13.4. Assignment. You may not assign, delegate or sublicense any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent. Any assignment or transfer in violation of this Section will be void. We shall have the right to assign this Agreement, and any applicable State of Work or additional agreement, without cause and at any time, so long as We provide written notice to You. Notice shall be considered proper and complete by email and/or posting notice to the Site. Your continued use of the Site and/or Services thereafter, shall be deemed acceptance of any new terms and the assignment.
13.5. No waiver. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision or of any other right or provision. All waivers must be in writing to be effective.
13.7. Notices to You. We may provide You with notices regarding the Services, including changes to this Agreement, by email to Your email address (and/or other alternate email address associated with Your Account if provided), by regular mail, or by postings on the Site. Notices that are provided by email will be effective when We send the email. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address then associated with Your account when We send the email, whether or not You actually receive the email.
13.8. Electronic Transactions. You consent to receiving electronic communications and notifications from Us in connection with Your use of the Services and this Agreement. You agree that any such communication will satisfy any legal communication requirements, including that such communications be in writing.
13.9. Relationship. The parties acknowledge and agree that any relationship between the Us and a User is that of an independent contractor and nothing in this Agreement or related to the Services performed in connection with any SOW shall be construed to create a partnership, joint venture, agency or employer/employee relationship.
13.10. Force Majeure. Neither party shall be liable to the other party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including acts of God, governmental orders or restrictions, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.