Terms of Service
Last modified on February 9, 2021
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND THE GOOD.
Table of Contents
- Section 1: Acceptance
- Section 2: Services (applies only to clients that purchase Services)
- Section 3: Billing and Payment
- Section 4: Your Acts or Omissions
- Section 5: Registration
- Section 6: Access
- Section 7: Privacy
- Section 8: Proprietary Rights
- Section 9: Acceptable Use
- Section 10: User Content
- Section 11: Site Security
- Section 12: Third Party Content and Tools
- Section 13: Representations and Warranties
- Section 14: DISCLAIMER OF WARRANTIES
- Section 15: LIMITATION OF LIABILITY
- Section 16: INDEMNIFICATION
- Section 17: Dispute Resolution
- Section 18: Consent To Do Business Online
- Section 19: General Terms
Note: Section 1 and Sections 6 through 19 apply to ALL Site visitors and clients that purchase Services. Sections 2 through 5 apply ONLY to clients that purchase one or more Services. In the event of a conflict between these Terms and your engagement letter for Services, the engagement letter shall control.
By visiting the Site or using our Services, you agree to be unconditionally bound by these Terms. You must be of legal age and capacity to form a binding contract to accept the Terms. If you access or use the Site or Services on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. You accept the Terms by clicking to accept or agree to the Terms where this option is made available to you in any agreement, electronic form, or user interface, or by visiting the Site or using the Services. ACCEPTANCE OF THESE TERMS IS REQUIRED TO VISIT OR USE THE SITE OR SERVICES AND ANY ACCESS OR USE OF THE SITE OR SERVICES SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS. These Terms will remain in effect while you access the Site or use our Services. If you do not agree with any of these Terms, do not access the Site or use our other Services. You acknowledge and agree that we may make changes to the Site or Services or these Terms at any time and that you will be bound by such changes if you continue to use the Site or Services. If you have any questions, please contact us at email@example.com.
This section only applies to clients that purchase one or more of the Services listed below. The Good offers an array of Services to help businesses optimize their conversion rates and growth. Some Services are available for purchase on the Site, while others are made available to clients via a signed engagement letter. Your receipt of the Services you select is subject to the terms and conditions on the Site and in these Terms that apply to your selected Services, as well as any supplemental notices we may provide to you. We reserve the right to change our Services or adjust our fees or any components thereof in any manner and at any time. We will give you at least 30 days’ notice of any fee change by posting the change to the Site or otherwise providing you with notice.
a. Conversion Growth Assessment™
The Conversion Growth Assessment™ is available for purchase on the Site. If you purchase this Service, you will receive a one-time service that includes:
- An expert evaluation of key individual pages on your website.
- Data-backed recommendations on how to improve and optimize conversion rates.
- A review call with one of our conversion strategists.
- Actionable feedback to implement on your website pages.
- A review of up to three website pages on either desktop or mobile, with the option to add further pages for review at a discount.
- Six months limited access to our Conversion Growth Lab™.
The Good provides the Conversion Growth Assessment™ in exchange for a one-time fee displayed on the Site and payable at purchase.
b. Conversion Growth Accelerator™
The Conversion Growth Accelerator™ is available for purchase on the Site. If you purchase this Service, we will provide you with a customized optimization and action plan to start improving your customer experience and conversions on your website. You will also receive access to our Conversion Growth Lab™, an exclusive online community offering a variety of valuable features, such as:
- A private Slack community where you can learn from others and engage with experts.
- Expert research reports focused on conversion-centric design for brands doing business online.
- Live videos and a video teardown library of top ecommerce brands.
- Industry virtual round table discussions.
- Access to Our virtual “office hours” with conversion rate optimization experts.
This Conversion Growth Accelerator™ is only available to small to medium sized ecommerce businesses. The Good provides the Conversion Growth Accelerator™ in exchange for a monthly fee in the amount stated at the time of registration. We reserve the right to change the monthly fee amount at any time in our sole discretion by giving you 30 days’ notice by email or posting on the Site. The Good is constantly working to refine Conversion Growth Accelerator™, so exact features offered may change from time to time, at our sole discretion.
c. Comprehensive Conversion Audit
The Good offers the Comprehensive Conversion Audit (or Conversion Audit) for purchase subject to an engagement letter. If you purchase our Conversion Audit, you will receive a one-time, end-to-end comprehensive audit and report outlining your website’s conversion rate performance strengths and weaknesses and highlighting your top opportunities for increased conversion rates and sales. The Conversion Audit includes:
- A complete data analysis and assessment of your opportunities, deficiencies, and conversion barriers.
- A full 360 degree qualitative and quantitative conversion and UX analysis.
- A detailed report packed with data-backed insights to improve various aspects of your online customer experience.
- A customized testing roadmap of conversion improvement recommendations.
- A two-hour presentation with Q&A to review the audit and report.
The Good provides this Service using a variety of methods including analysis of UX and usability, moderated or unmoderated live user testing with video recording, customer acquisition, repeat conversion effectiveness, post-sale process, tracking, and data analytics. Scope of work, timelines, deliverables, and specific services specifications are outlined in the engagement letter.
The Good provides the Conversion Audit in exchange for the fee described in the engagement letter, due payable on or before the date of your Conversion Audit “kick off” meeting with our team.
d. Conversion Growth Program™
The Conversion Growth Program™ is available for purchase subject to an engagement letter. This Service leverages our Comprehensive Conversion Audit to identify conversion roadblocks, provide improvement recommendations, and develop a full A/B testing roadmap. If you purchase the Conversion Growth Program, you will receive a recurring monthly Service offering a flexible optimization program customized based on the clicks and movements of your website visitors.
If you select our Growth Mode service level, you will receive services such as:
- Initial data collection and analysis.
- Initial Conversion Analysis Report.
- Initial strategy session.
- Monthly analytics analysis.
- Monthly reporting.
- Monthly conversion strategy meetings to review progress, tests, results, and address questions.
- A/B, multivariate, and split testing.
- On-going strategic advisement.
If you select our Maintenance Mode service level you will receive:
- Assigned conversion and UX strategist.
- Access to team Q&A through Basecamp.
- Monthly strategy calls.
- Reporting on current tests in progress.
- Analytics review and site monitoring.
- Heat mapping and session recording.
- Evaluation of new opportunities for additional testing and/or new strategic initiatives.
- Option to revert to Growth Mode for future monthly billing cycles at the then-current fee for that service level.
The Good provides the Conversion Growth Program™ in exchange for a monthly fee. The amount of your monthly fee depends on the service level you select at the rates quoted to you. You may change your service level for the upcoming month at any time by giving The Good written notice not less than five days prior to the next billing date. Your new service level will be billed the following month at the then-current fee for that Conversion Growth Program™ level.
e. Conversion Research
The Good offers the fully customizable Conversion Research Service subject to an engagement letter. If you purchase this Service, you will receive a one-time engagement of deliverables in response to your selections and as outlined in your engagement letter.
Examples of available deliverables include:
- Wireframe audit.
- Data-driven redesigns.
- User testing.
- Survey design and analysis.
- Data dashboard centralization.
- Conversion and testing advisory.
The Good provides Conversion Research in exchange for the one-time fee set forth in your engagement letter. Your fee is due and payable on the date you sign the engagement letter.
You are responsible for the terms and conditions for the Service(s) you purchase from us. Please carefully read the terms for the Services you purchased. You are not responsible for the terms and conditions of our other Services that you have not purchased from us. If you have an engagement letter with us, the terms of the engagement letter control your use of the Services.
Our Services or fees may change from time to time. If that happens, we will give you at least 30 days’ written notice.
3. Billing and Payment
By purchasing one or more Services, you acknowledge and agree to the billing and payment provisions described in this section unless otherwise agreed pursuant to an engagement letter with us. You are responsible for paying the fees associated with the Services you have selected, as well as any and all applicable sales and use taxes for your purchase of Services based on the address that you provide at signup. All fees are quoted in United States dollars.
b. Payment Method
You must maintain a valid payment method on file with us. You agree that we may charge your credit or debit card or withdraw amounts from your designated account at your depository institution or charge any other payment method that you have on file with the fees due hereunder, any sales and use taxes and any late fees or interest described under Nonpayment. You represent and warrant that the payment information you provide to us is correct and accurate and you are using a form of payment that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse or unauthorized use by you or others. Except for downgrades and cancellations by you in the manner permitted herein, payments are nonrefundable and there are no refunds or credits for partially used Services.
If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees.
d. Payment Processing
You must pay the fees for the Services you purchase. You are responsible for paying any sales and use taxes. A valid payment method (like a credit card) is required for all clients. Any late fees will be charged to your payment method. We reserve the right to suspend or terminate your Services for nonpayment. No refunds.
4. Your Acts or Omissions
You acknowledge and agree that all decision-making regarding your business is solely your responsibility and The Good will not be responsible for any consequences whatsoever that result from your action or inaction in following or declining to follow our recommendations or instructions. Without limiting the generality of the foregoing, The Good shall have no responsibility or liability with respect to, and you shall solely be responsible and liable for, any security breach and any associated loss, expense, damage, cost, or liability associated therewith, to the extent caused by or resulting from your act or omission, including without limitation: (a) loss of control of any device; (b) failure to maintain the confidentiality of log-in credentials; (c) transmission of data via methods that are not secure; (d) any vulnerability in your environment, systems, hardware, software, or physical or administrative security safeguards or procedures; (e) use of the Services contrary to our advice or instructions or in violation of these Terms or any license; (f) failure to obtain adequate release(s), waiver(s), or legally or contractually required consent; or (g) your failure to maintain hardware and software that are compatible with any updates or security patches released and implemented by The Good.
You are responsible for your business decisions. The Good is not and will not be responsible or liable in any way related to your action or inaction related to your use of our Services.
The Good may use your contact information to communicate with you about your use of our Services. For example, we may send you service announcements or administrative communications by email, phone, text, mail, or other means. You understand that you receive these communications as part of your use of the Services, and you will not be able to opt out from receiving these service announcements and administrative messages. We may also send you marketing communications in compliance with applicable law. As part of our policy to provide you total privacy, we provide you the option of opting out from receiving marketing communications from us.
You must register with us to use our Services. You are responsible for your account. If we need to reach you, we will use your registration information to contact you. We may also send you marketing communications unless you tell us not to.
The Good will use commercially reasonable efforts to maintain availability of the Site, as well as the Services you sign up to receive during our agreed-to Service times. You agree and understand that there will be times when the Site or Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other users; and causes beyond our reasonable control. If you are signed up for Services, we will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. The Good is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Site or Services, whether or not the cause is mentioned in this paragraph, or any lack of Site or Services caused by your device or your internet or wireless service provider.
We try to keep the Site and Services up and running, but we may not be able to do so at times due to maintenance, emergency, or other issues, without liability.
8. Proprietary Rights
Unless otherwise expressly indicated, the information contained on the Site and in the Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks, on the Site or in our other Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by The Good or our affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. No license to, or regarding any of, the Contents is granted in connection with your use of the Site or Services. Only a duly authorized officer of The Good may grant permission or a license to use any of our Contents, and any attempted grant or similar promise by anyone else is invalid.
You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without our prior written permission. You may only display, download, or print the Contents for the purpose of using the Services as an internal or personal business resource.
The Good’s trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial, or modified form, without our prior written permission. You may not use any meta tags or any other hidden text utilizing a The Good name, trademark, or product name without our prior written permission. Third party trademarks and service marks used on the Site or in the Services are the property of their respective owners, and we use them with their consent. The Good and the other licensors of the marks we use reserve all rights with respect to all Contents and all intellectual property.
c. License Grant
The Good hereby grants you a revocable, non-transferable, non-exclusive license to access the Site, and any Services you select and for which you have paid fees, and an assignable license to use the deliverables and any associated work product delivered to you through the use of the Services for the intended purpose. This license grant is conditional on your full payment of the Service fees applicable to you.
You may from time-to-time provide us materials, communications, suggestions, comments, improvements, ideas, or other feedback related to the Site or our Services (“Feedback”). You hereby additionally grant to us all rights, titles, and interests in and to any Feedback. 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 or our Services any of the 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.
e. Case Studies and Service Results
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 the Services (“Service Results”), on the 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.
The Site and Services belong to The Good. You can only use the Site and Services as intended and with our permission. We may use your Feedback, Services Results, or Case Studies to promote The Good.
9. Acceptable Use
Without limiting the generality of the foregoing, you agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Site or Services or any portion thereof (including the Content) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Site or Services. Tampering with the Site or Services, conducting fraudulent activities on the Site or Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Site and/or Services. We reserve the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. The permissions described herein will terminate automatically if you breach any of these Terms.
b. Prohibited Use
Accessing the Site or using the Services does not authorize you to use any features thereof or our Contents in any manner other than specifically authorized by these Terms. You may not use the Site or Services, or any Contents, for any purpose not expressly stated in these Terms, including in any way that might confuse or that disparages us. Any other use of the Site, Services, or Contents in the Services without our prior written permission, is strictly prohibited. Without limiting the foregoing, you are strictly prohibited from using the Services:
- In a manner that violates any applicable law, rule, or regulation;
- For any purpose related to a website or content that you do not own or have the required legal license or rights to submit;
- To submit unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, or otherwise objectionable User Content;
- To post unsolicited or unauthorized advertising, “spam,” or junk mail, including “chain letters” and “pyramid schemes”;
- To submit or upload content or information that is fraudulent, infringing on any proprietary right, or misrepresents account information or payment information;
- To promote any goods or services or send communications that are illegal in the place offered to consumers;
- To upload a virus or User Content designed to disrupt, limit, or damage any functionality of any computer software, hardware, or server;
- In a manner that misuses the Services and the data and analytics provided by Us;
- In an attempt to defraud, deceive, or mislead anyone;
- To promote or engage in discrimination, racism, harassment, or hate speech against any individual or group;
- To threaten or promote violence; or
- In any manner that we in our sole discretion deem inappropriate.
You may only use the Site and Services as we permit. You are not allowed to rip it off or use it for illegal purposes or in any way we find objectionable. Information you provide to us must be accurate, and it is your responsibility to notify us if someone else accesses your account.
10. User Content
You represent that any User Content you submit is: (i) accurate and up-to-date; (ii) not in violation of any applicable laws, contractual restrictions, or other third party rights, and you have permission from any third party whose personal information or intellectual property is comprised in the User Content; and (iii) free of viruses, adware, spyware, worms, or other malicious code.
b. License Grant
In consideration for your use of the Site or Services, you grant to The Good an irrevocable, worldwide, royalty-free, fully-paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Content in whole or in part, by any and all means and media, in connection with advertising, marketing, and promoting The Good, its products, and its Services. You acknowledge that we may modify the User Content in any manner and for any purpose. However, we have no obligation to use any User Content, and our use of any User Content does not create or imply any endorsement of or affiliation with you.
You understand and agree that your User Content must not: (i) misrepresent your identity or affiliation with any person or organization; (ii) seek to collect others’ Personal Information by any means; (iii) seek to transmit chain letters, or bulk or junk email; (iv) relate to contests, sweepstakes, or other sales promotions; (v) include information that may be used to track, contact, or impersonate another individual; (vi) infringe any intellectual property or other proprietary rights of The Good or any other person; (vii) seek to harm or exploit children; (viii) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (ix) violate The Good’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate, or assist any illegal activity or unlawful act; or (x) be otherwise objectionable as determined by us at our sole discretion.
You are solely responsible for your User Content and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any User Content posted via the Services and from any claims related to the conduct of any other users. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store User Content at any time and for any reason without notice. We may refuse, alter, or remove User Content without notice for any reason at our sole discretion. We do not endorse any User Content, and the User Content posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any User Content that you or a third party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
The Good takes the rights of others very seriously. If you have concerns that User Content is improper or infringing, please contact us at firstname.lastname@example.org. If you would like us to remove or edit the User Content, please provide us with: (i) a detailed description of the objectionable User Content and its location; (ii) a statement that you have a good faith belief that the poster does not have permission to use the objectionable User 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. In some cases, copied of the removed or edited User Content may continue to exist on our systems and is solely used for our internal purposes. We are not responsible or liable for removal or deletion or the failure to remove or delete any of your User Content at any time.
Any User Content you upload remains yours and is your responsibility. The Good may use your User Content.
We take intellectual property rights seriously. Please report any infringing content to email@example.com.
11. Site Security
You are strictly prohibited from violating or trying to violate The Good’s security features, such as by (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (c) attempting to interfere with service to any user, host, or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (d) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
You hereby agree not to use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted via the Services. You further agree not to use or try to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site or other Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
You are prohibited from attempting to or successfully hacking the Site or our Services.
12. Third Party Content and Tools
The Site or Services may contain links to third party websites, data, or other content provided by a third party for your use (“Third Party Content”). Third Party Content is provided for your convenience and remains the property of its source. Additionally, we may request to embed and/or use third party tools (“Third Party Tools”) to provide certain of the Services. Your use of such Third Party Content or Third Party Tools is subject to the applicable service agreements. Except as otherwise provided in those service agreements, no license or transfer of interests, rights, or titles is granted to you by your use of any Third Party Content or Third Party Tools. The Good has no obligation to ensure that Third Party Content is error-free, accurate, or up-to-date. We are not responsible or liable for any third party data practices, or any damages that you may incur, directly or indirectly, because of your use of, and/or reliance upon, Third Party Content or Third Party Tools.
We are not responsible for Third Party Content or Tools on the Site or Services, so use them at your own risk.
13. Representations and Warranties
a. By The Good
We hereby represent that (i) our Services and deliverables will be provided in accordance with the applicable specifications in any applicable signed engagement letter; and (ii) our employees, agents and/or representatives assigned to provide Services shall have the proper skill and training to perform such Services in a professional and workmanlike manner. Your sole and exclusive remedy and our sole liability for a breach of this Section 13(a) shall be the reperformance of such Services at no cost to User.
b. By You
You hereby represent and warrant that, with respect to the Services you select, you shall (i) furnish all information reasonably requested by us in order to complete the Services; (ii) provide access to personnel and records that we may reasonably request; and (iii) timely perform your obligations under these Terms and other agreements with us as necessary to meet the schedule in any applicable signed engagement letter. If your failure to comply with this Section 13(b) results in a delay in our performance of the Services, we shall not be deemed in breach of these Terms or any applicable engagement letter and you shall be responsible for any associated costs incurred by us in addressing and remedying such delay.
14. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE GOOD MAKES NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE OR SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY, OR COMPLETENESS OF THE SITE OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. We do not warrant that the Site or Services will meet all of your requirements or that their operations will be uninterrupted or error free, or that any defect within the Site or Services will be corrected. No oral or written information, representation, or advice given by us shall create a warranty without a writing signed by The Good reflecting the creation of such warranty.
The Site and our Services are “as is” so it may have errors or interruptions and we provide no warranties, and our liability is limited.
15. LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM YOUR ACCESS OF THE SITE OR USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE GOOD BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF THE GOOD KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. IN ANY EVENT, THE MAXIMUM LIABILITY OF US TO YOU SHALL NOT EXCEED THE NET AMOUNT OF FEES PAID BY YOU THROUGH THE SERVICES DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM.
We are not responsible to you or anyone else for any damages or losses related to your use of the Site or Services.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GOOD, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, COST, EXPENSE, CLAIM, DAMAGES, OR DEMAND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, DUE OR RELATING TO OR ARISING OUT OF: (A) YOUR USE OF OUR SITE OR SERVICES IN VIOLATION OF OUR TERMS; (B) YOUR BREACH OF OUR TERMS; OR (C) ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN OUR TERMS.
We are not responsible if you break the law, breach these Terms, or violate the rights of a third party, especially if you get sued.
17. Dispute Resolution
a. Class Action Waiver
YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST THE GOOD RELATED TO ANY CLAIM, DISPUTE, OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST THE GOOD OTHERWISE COMMENCED ON OR AFTER THE EFFECTIVE DATE OF THESE TERMS.
b. Arbitration Agreement
Any controversy or claim between you and The Good arising out of or relating to: (i) these Terms, or the breach thereof; or (ii) your access to or use of the Services; or (iii) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a “Claim”), shall be resolved exclusively by a binding arbitration administered by Arbitration Service of Portland, Inc., with the arbitration to be held in Multnomah County, State of Oregon, USA. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon, USA to enforce these Terms. However, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. Arbitrations shall be held in Multnomah County, Oregon but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act and by the internal laws of the State of Oregon, without regard to conflicts of laws principles. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. In arbitration, the parties give up their right to have their Claim decided by a judge or jury, and their Claim is instead decided by an arbitrator. Discovery rights and appellate rights in arbitration are more limited than in court. The arbitrator shall issue a reasoned award in writing, including all findings of fact and law upon which the award was made.
YOU AND THE GOOD AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND THE GOOD AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SECTION, AND IF THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE, OR ILLEGAL BY A COURT OF COMPETENT JURISDICTION, THEN SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR. NOTWITHSTANDING THE FOREGOING, IF ANY CLAIM IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN MULTNOMAH COUNTY, OREGON, WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS.
Disputes will be resolved by binding arbitration. You may not participate in a class action lawsuit against us.
18. Consent To Do Business Online
By accessing our Site, signing up for Services or creating an account with us, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to: (a) The Good communicating with you electronically; (b) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. We will use electronic documents for all communications, notices, agreements, disclosures, authorizations, and other documents necessary to provide you with the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at firstname.lastname@example.org. Agreements and transactions executed prior to this request will remain valid and enforceable.
You consent to electronic agreements and communications. Contracts signed online have the same force and effect as contracts signed in ink. You are responsible for keeping your own records. Contact us if you need help or wish to withdraw your consent.
19. General Terms
The parties acknowledge and agree that any relationship between the Good and you is that of an independent contractor and nothing in these Terms or related to the Site or Services shall be construed to create a partnership, joint venture, agency, or employer/employee relationship.
These Terms of Service and the documents listed, including your engagement letter if you have one, are your entire contract with us. The Terms are governed by Oregon law.
b. Governing Law
The Federal Arbitration Act, Oregon state law, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms.
c. Headings and Summaries
Section headings and summaries contained in these Terms are for reference and convenience purposes only and shall not affect in any way the meaning or interpretation of these Terms.
d. Severability; No Waiver; Force Majeure
If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. The Good’s failure to enforce any of these Terms is not a waiver of such term. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. Neither party shall be liable to the other party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, such as acts of God and governmental orders or restrictions.
e. Entire Agreement; Assignment
These Terms, your engagement letter with The Good (if applicable), and the other agreements incorporated by reference herein are the entire agreement between you and The Good and supersede all prior or contemporaneous negotiations, discussions, or agreements between you and us about the Site and Services. Nothing in these Terms shall be deemed to confer any third-party rights or benefits. These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you, but may be freely assigned by The Good without restriction.
f. Term and Termination
Unless otherwise provided in your engagement letter, the duration of your contract for Services is 30 days and renews automatically every 30 days unless cancelled or terminated under these Terms. We may, in our sole discretion, change these Terms or cancel your use of the Services by giving you 30 days’ notice in writing or as otherwise provided in these Terms. You may cancel these Terms by giving us 30 days’ written notice at email@example.com. If you cancel Services, your cancellation is effective at, and you will have access to the Services and your account until, the end of the then-current monthly billing period. If you cancel your subscription or otherwise terminate your agreement with us, we will retain any fees you paid to us under these Terms unless otherwise set forth herein. If your contract with us is not changed or canceled as provided herein, it will renew automatically each 30 days. You acknowledge that our obligations to you under these Terms begin anew with each renewal, and that we owe you no obligations beyond each successive contract term.
If you are a Site visitor, these Terms remain in effect as long as you access or use the Site. The Good reserves the right to terminate these Terms with respect to your access to the Site at any time with or without cause or notice to you. Additionally, we may terminate your use of the Services immediately upon giving notice to you if: (i) we suspect that your use of the Services constitutes or otherwise relates to fraudulent or otherwise illegal activity; (ii) you are abusive, disrespectful, or otherwise inappropriate to our personnel; or (iii) you breach any of these Terms. In addition, we may suspend your account or terminate your use of the Services for any other reason or for no reason by giving you 30 days’ notice. Unless otherwise agreed in writing no refunds are provided for fees paid.
You or we may cancel your Services with 30 days’ written notice. We may also cancel your Services if you violate these Terms or if we decide you have misused the Services.
g. Effect of Termination
Upon termination pursuant to these Terms: (i) you lose the right to access or use the Services; (ii) all licenses granted from us to you terminate immediately; (iii) you will delete all stored Content received from us via the Services; (iv) you will pay all outstanding fees and payments due at the time of termination; and (v) 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. Notwithstanding the foregoing, The Good reserves the right to keep, maintain, and use your account information, User Content, and all other data and information for internal business purposes. The terms and conditions set forth under the following section headings shall survive termination: Proprietary Rights; User Content; Acceptable Use; Disclaimer of Warranties; Indemnification; Limitations on Liability; Dispute Resolution; and General Terms.
The Good reserves the right to revise these Terms of Service by updating the Terms posted to the Site without prior notice. Your continued use of the Site or Services following the posting of changes constitutes your acceptance of such changes.
If we update these Terms, we will post them to the Site. Your continued use of the Site or Services means you accept the updated Terms.