Terms of Use

Effective Date: November 20, 2020

Welcome to the Goody App!

BY ACCESSING OR USING THE APP YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS.

If you are accepting or agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to the Terms.

IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE APP OR SERVICES.

  1. ABOUT THE TERMS
  2. ABOUT THE APP
  3. ACCOUNTS
  4. PAYMENT TERMS
  5. USER CONDUCT GUIDELINES
  6. INTELLECTUAL PROPERTY OWNERSHIP
  7. THIRD PARTY TERMS
  8. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION
  9. GOVERNING LAW & DISPUTE RESOLUTION
  10. MISCELLANEOUS

1. ABOUT THE TERMS

1.1. Key Terms

As used in these Terms of Use:

1.2. App Rules and Supplemental Terms

Your access to and use of the App is governed by the terms and conditions of these Terms of Service, our Privacy Policy, currently located on the App (as described in more detail below), any and all other policies and rules referenced herein, posted on the App, or otherwise communicated to users (the “App Rules”).

Certain of the features, functionality, tools, content and promotions available on or through the App may be subject to additional or supplemental terms and conditions (“Supplemental Terms”). If you choose to access or use those features, functionality, tools or content or participate in those promotions, the applicable Supplemental Terms are also incorporated and deemed part of these Terms of Use.

If there is a conflict between these Terms of Use and the Supplemental Terms, the Supplemental Terms will govern and control with respect to the applicable features, functionality, tools, content and promotions.

PLEASE READ THESE TERMS OF USE, OUR PRIVACY POLICY, APP RULES AND ALL APPLICABLE SUPPLEMENTAL TERMS (COLLECTIVELY, THE “TERMS”) CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE APP. FOR EXAMPLE, THE TERMS INCLUDE:

YOUR ACCESS TO AND USE OF THE APP AND SERVICES IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS.

1.3. Amendment of Terms

Goody reserves the right, in its sole discretion, to amend the Terms, at any time and without prior notice, including to change, modify, add to, update or remove terms and conditions (collectively “amend” or “update”). If we choose to amend the Terms, we will update the Effective Date at the top of the Terms and post the updated version. We may also, at our option, choose to notify you by e-mail or another means. By continuing to use the App after we have posted an updated version of the Terms or otherwise notified you of an update, you are affirming that you agree to be bound by the amended Terms. This provision is subject to a few limitations in the “Dispute Resolution” section below. If the amended Terms are not acceptable to you, your only recourse is to stop using the App.

No other modification, amendment, supplement of or to the Terms will be binding on Goody unless it is in writing and signed by an authorized representative of Goody.

2. ABOUT THE APP

2.1. License to Use

Subject to your compliance with the Terms, Goody grants you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the App and Services, including the right to download and install a copy of the App on each mobile device that you own or control, for your own personal use only, and not for use for any business purpose or commercial activity. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the App as provided by Goody, in the manner permitted by the Terms.

2.2. Set-Up and Operating Requirements

In order to use the Services, you must:

If any of the above requirements are not met, you will not be able to use some or all of the Services.

2.3. Acknowledgements

YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:

2.4. Modifications and Updates to the App and Services

Goody reserves the right, in its sole discretion, to modify or discontinue offering the App and/or Services, in whole or in part, including any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you. We also retain the right to impose limits on your use and storage of Your/ the User Content at our sole discretion at any time without prior notice to you.

We may from time to time develop and provide updates for the App, which may include upgrades, bug fixes, patches and other error corrections and/or new features, functionality, tools or content (collectively, “Updates”). Updates may also modify or delete features, functionality, tools or content in their entirety. Based on your mobile device settings, when your mobile device is connected to the internet either: (a) the Updates will automatically download and install; or (b) you may receive notice of or be prompted to download and install available Updates. Please promptly download and install all Updates. If you do not, portions of the App may not properly operate. All Updates will be deemed part of the App and be subject to all terms and conditions of the Terms.

You agree that Goody has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

2.5. International Users

The App is controlled and operated within the United States and is not intended for use outside of the United States. You are hereby prohibited from accessing or using the App from any territory where the App or any of the features, functionality, tools, content thereof, is illegal. If you choose to access the App from a location outside the United States, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

3. ACCOUNTS

3.1. Account Registration

While certain App Content and Services are publicly available, you must register for a user account before you are able to use certain of the Services. You may register to create an account directly via the App.

You may not register for an account on behalf of any person (other than yourself).

No person or entity may have more than one active account at any given time.

3.2. Account Set-Up

Your account and account profile page will be created based upon the information you provide to us. You agree to provide complete, accurate and up-to-date information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. Please note that the name and contact information that you submit when you register will be shared in accordance with your selections in your account settings when you share Your Content.

When you create your account, you will be asked to provide and verify your phone number. You agree to immediately notify Goody of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. Goody cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3.3. Account Suspension and Cancellation

You may cancel your account at any time.

We may, in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to (i) limit, suspend, deactivate or cancel your account and take technical and legal steps to prevent you from using our App and Services at any time for any reason, and (ii) screen or delay the posting or delivery of Your Content.

Goody reserves the right to suspend or terminate your account or your access to the App if you create more than one account, or if any information provided during the registration process or thereafter is determined to be incomplete, inaccurate, outdated, deceptive or fraudulent.

We reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a prolonged period of time. We also reserve the right to cancel accounts of Users who fail to comply with the Terms, including the terms and conditions regarding User conduct, as set forth in the “User Conduct Guidelines” section below and elsewhere in the Terms.

If your account is deactivated or cancelled, Goody will have the right, but not the obligation to delete Your Content.

If Goody has suspended your account due to your actual or suspected breach of the Terms, such suspension will continue until the suspected breach is cured or otherwise resolved to Goody’s reasonable satisfaction.

4. TERMS OF SALE

4.1. Products

Products shall be initially selected by Sender via the App. Recipient will have the option of accepting the originally selected Product, or an alternative Product of equal or lesser value. No Recipient is entitled to the receipt of any Product until Sender has confirmed the final order and the Product has shipped.

4.2. Prices

As the Sender, you acknowledge that the amount billed may vary due to promotional offers, the particular Products in each delivery or changes in applicable taxes, tax estimates or other charges, and you authorize us (or our third party-payment processor) to charge your payment method for the corresponding amount. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice. The shipment of Products to your designated Recipient after our delivery of such notice will confirm your acceptance of such changes, unless you cancel your order in advance of such shipment.

4.3. Payment/Credit Cards

YOU ARE RESPONSIBLE FOR PROVIDING GOODY WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS AND FOR THE TIMELY PAYMENT OF ALL FEES. Please note that the payment information, including name and contact information, that you submit when you register may be used and shared with our payment processing services provider and otherwise used in accordance with our Privacy Policy. We may contact you via email regarding your account, for example, in connection with a problem with your credit card or payment account. In the event a Sender selects either an autopay or prepay selection, all orders shall be deemed confirmed upon Goody’s receipt of confirmation with the Recipient, and no further action will be required by Sender to confirm the order.

4.4. Orders; Refunds

All of our Products are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, to discontinue offering certain Products and to substitute Products without prior notice. Orders placed by Senders may be changed or cancelled for an applicable refund until the time of shipment. Unless Goody agrees or states otherwise in writing, all other fees and charges are nonrefundable. Under no circumstances shall Recipients be entitled to refunds or credits for any unconfirmed or cancelled orders.

4.5. Shipping; Deliveries

As a Sender, you agree to pay any shipping and handling charges shown at the time you confirm an order. When you initially select a Product from our App, any taxes and shipping times shown are estimates only. Actual taxes and delivery dates may vary. All Products should be shipped to you personally and are not for resale or export.

Any individual at the delivery address who accepts a delivery from us is presumed to be authorized to receive such delivery on behalf of the intended Recipient.

4.6. Third Party Charges and Mobile Alerts

You are solely responsible for any fees or charges incurred to access the App through an internet access provider or other third party, including without limitation data charges incurred if you are not connected to WiFi access, charges to receive SMS messages or other mobile access, which may be billed to you or deducted from your prepaid balance by your mobile provider. You agree that Goody is not liable in any way for any third party charges.

5. USER CONDUCT GUIDELINES

Any time you access or use the App, you are required to comply with our User conduct guidelines, as set forth below. You agree that you will access and use the App and Services for your personal use only.

You are not authorized to access or use the App:

Further, you may not:

5.1. Responsibility for User Content

Ultimately, all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the User who originated such content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or endorse any opinions expressed in such User Content. You understand that by using the App, you may be exposed to User Content that is offensive, harmful, inaccurate, misleading, fraudulent or otherwise inappropriate. Under no circumstances will Goody be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of any User Content.

We may, but are not required to monitor or control the User Content captured, recorded, uploaded, streamed, shared or stored on or through the App, and we cannot take responsibility for such User Content. Any use or reliance on any User Content is at your own risk.

5.2. Reporting Misconduct

If you feel that another User has violated the Terms, abused the App or otherwise acted inappropriately, you may report the User to Goody at support@ongoody.com. Goody reserves the right, but assumes no obligation, to investigate and take appropriate action in response to such reports. Regardless of its action or inaction, in no event will Goody be liable for the acts or omissions of any User or any third party.

If you are a California resident, you may also report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. See the “California Residents” subsection below for the full information required under California Civil Code §1789.3.

5.3. Investigations

Goody reserves the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.

Without limiting the foregoing, you acknowledge that Goody has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the App or Services by any User, to access, review, preserve and disclose any User Content, or to remove or disable access to any User Content, if we believe in good faith that it is reasonably necessary (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), (ii) to respond to claims asserted against Goody, (iii) to enforce and to ensure a User’s compliance with the Terms, including the investigation of potential violations, (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues, (v) to protect the rights, property or safety of Goody, its Users or members of the public, and (vi) for the purpose of operating and improving the App and Services (including for customer support purposes).

6. INTELLECTUAL PROPERTY OWNERSHIP

6.1. The App

The App, Products and Services, including all features, functionality, tools and content thereof, is protected by copyright, trademark, patent and other laws of the United States and foreign countries. You acknowledge and agree that the App, Products and Services, and all intellectual property rights therein are the exclusive property of Goody and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the App or Services.

Without limiting the foregoing, you acknowledge and agree that the trade names, logos, and other trademarks and service marks associated with Goody (the “Goody Marks”) are the property of Goody, and that you are not permitted to use the Goody Marks without our prior written consent.

You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools or content of the App or Services in any form or by any means, or sublicense the rights granted in the Terms, except as expressly permitted herein, without the prior written permission of Goody or the intellectual property owner, as applicable.

This foregoing license is subject to modification or revocation at any time at Goody’s sole discretion.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Goody or its licensors, except for the licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are hereby reserved.

6.2. Your Content

By uploading, sharing or storing Your Content, you hereby grant Goody a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, copy, reproduce, process, adapt, modify, distribute, post, broadcast, publicly perform, publish and display Your Content in any and all media as necessary to provide the Services to you, including, customer support services, and otherwise operate the App, including for product development and de-bugging purposes.

We may modify or adapt Your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Your Content as are necessary to conform and adapt that content to any requirements or limitations of any networks, devices, services or media. You further grant us the right to use, copy, distribute, post, broadcast, publicly perform, publish and display your name and other information in connection with Your Content as described herein or elsewhere on the App, subject to any applicable data protection laws.

Goody does not claim any ownership rights in Your Content and nothing in the Terms will be deemed to restrict any rights that you may have to use and exploit any such content, subject only to the licenses granted to Goody under these Terms.

You acknowledge and agree that you are solely responsible for Your Content, and for any consequences thereof, including the use of your Content by other Users.

You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Your Content, and that neither Your Content, nor Goody’s use of Your Content (or any portion thereof) on or through the App or in connection with the Services will infringe, misappropriate or violate the rights of any person or entity, including patent, copyright, trademark, trade secret, moral rights, industrial rights, database rights or other proprietary or intellectual property rights, rights of publicity or privacy or data protection or contractual rights, or result in the violation of any applicable law or regulation.

6.3. Feedback

We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the App (“Feedback”). You may submit Feedback by e-mailing us, at support@ongoody.com. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Goody. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by Goody or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to Goody all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.

You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect Goody’s rights in such improvements, enhancements and modifications.

7. THIRD PARTY TERMS

7.1. Users

Users are required by the Terms to provide accurate information and, although Goody may conduct certain limited checks and/or institute certain processes designed to help verify information provided by Users, we do not guarantee the completeness or accuracy of any information provided by any User, including the User’s purported identity, credentials or background.

Any indication that a User has been “verified” (or similar language) only means that the User has completed a relevant verification process. It is not an endorsement, certification or guarantee by Goody about the User, including of the User’s identity, credentials or background. Any such description is intended only help you to evaluate and you make your own decisions about the identity and suitability of others whom you contact or interact with via the App.

We recommend that you exercise due diligence when deciding to communicate or interact with another User, and we will not be responsible or liable for any damage or harm resulting from your interactions with other Users.

7.2. Links to Third-Party Websites and Services

The App may also provide links to third-party websites, resources or services. You acknowledge and agree that Goody is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by Goody of such websites, resources or services or the content, products or services available on or through such websites, resources or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.

We will not be responsible or liable for any damage or harm resulting from your interactions with such websites or services, or the content, products or services available on or through such websites or services.

Without limiting the foregoing, the App includes Google Maps features and content, which are subject to the then-current versions of: (1) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html; and (2) Google Privacy Policy at https://www.google.com/policies/privacy/.

7.3. Apps Downloaded from Third Party App Stores

Our App may be available for download from third party app stores which are not owned or operated by Goody. When downloading, installing, accessing, using or browsing the App, you must comply with any applicable third party terms and conditions, including any End User License Agreement, your mobile device agreement or any wireless data service agreement, and ensure that your use of the App is not in violation of any such terms or conditions.

Without limiting the foregoing, any Apps accessed through or downloaded from Apple's App Store (an "App Store Download") may only be used (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system), and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms and Conditions.

Without limiting the foregoing, the following applies to App Store Downloads:

8. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

8.1. Warranties by Users

You represent and warrant to Goody that:

  1. you have the power and authority to accept and agree to the Terms;
  2. you own or control all of the rights necessary to grant the rights and licenses granted herein;
  3. you will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with Your Content or otherwise in connection with your access to or use of the App and Services;
  4. the exercise by Goody of the rights granted by you hereunder will not cause Goody to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and
  5. all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.

8.2. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE APP, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, GOODY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE APP, PRODUCTS OR SERVICES, OR THAT USE OF THE APP OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY APP CONTENT.

8.3. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:

8.4. Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GOODY AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8.5. Indemnification

To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold Goody its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives, harmless (collectively “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) your access to or use of the App, including any and all features, functionality, tools, content and promotions available on and through the App, (ii) Your Content, (iii) any interactions with any other User, (iv) your breach of the Terms, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (v) your gross negligence or willful misconduct.

8.6. Obligation to Defend.

You agree that, at Goody’s option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense, (i) Goody may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of Goody (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

8.7. No Implied Indemnity.

No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by the Terms.

9. GOVERNING LAW & DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND Goody HAVE AGAINST EACH OTHER ARE RESOLVED.

9.1. Governing Law

The Terms shall be governed by and interpreted in accordance with the laws of the State of New York without regard to conflict of law principles.

9.2. Arbitration

Notwithstanding any contrary provision of these Terms, all disputes, claims, controversies and matters relating to or in connection with these Terms (or the breach thereof) or any transactions hereunder shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in the State of New York before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.

9.3. Jurisdiction and Venue

Subject to the above arbitration provisions, you and Goody agree that any and all disputes, claims and actions, at law or in equity, arising out of or relating to or in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the App (collectively, “Disputes”) in the federal or state courts located in the State of New York and each of us agrees that such courts shall have exclusive jurisdiction and venue for any such actions, except that Goody retains the right to submit a Dispute to any court of competent jurisdiction. Goody also may seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.

9.4. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST GOODY ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND GOODY OTHERWISE AGREE IN WRITING, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

9.5. Future Amendments to this Section

Both of us agree that if we make any amendment to this Dispute Resolution section (other than an amendment to any notice address or site link provided herein) in the future, that amendment will not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims governed by this section that have arisen or may arise between you and Goody. We will notify you of amendments to this section by posting the amended Terms on the App. If you do not agree to the amended terms, you may close your account within 30 days and you will not be bound by the amended dispute resolution terms. If you do not have an account (or once you have closed your account, if applicable), you must cease using the App immediately. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Goody in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms).

10. MISCELLANEOUS

10.1. Privacy

Our collection and use of information about Users is governed by our Privacy Policy. By accessing and using the App, you consent to the collection and use of this information, including the transfer of this information outside the United States and/or other countries, for storage, processing and use by Goody. As part of providing you the App, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services, which you may not be able to opt-out from receiving.

10.2. Entire Agreement

These Terms, including these Terms of Use, our Privacy Policy, the applicable Supplemental Terms and any and all App Rules, constitute the entire and exclusive understanding and agreement between you and Goody regarding your access to and use of the App and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and Goody and regarding the subject matter hereof.

10.3. Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. Goody may assign, transfer, delegate and/or sublicense our rights and obligations under the Terms, in whole or in part, in its sole discretion, without restriction.

Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.

10.4. No Agency

Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

10.5. Survival of Terms

Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms of Service shall survive such expiration or termination.

10.6. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by Goody (i) via e-mail (in each case to the address that you provide), or (ii) by posting to the App. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.

10.7. Waiver

Our failure to exercise any right or enforce any obligation under these Terms of Use or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach. The waiver of any right, obligation or breach will be effective only if in writing and signed by a duly authorized representative of Goody. In addition, no waiver granted in any instance shall constitute a waiver in any other instance.

10.8. Remedies

Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

10.9. Severability

Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.

10.10. Headings

The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

10.11. Contact Us

If you have any questions or concerns, please contact Goody at support@ongoody.com.

You can also write to us at:

Goody Technologies, Inc.
9450 SW Gemini Dr
PMB 99760
Beaverton, OR 97008

10.12. California Residents

Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the App or Services or requests to receive further information regarding use of the App or Services may be sent to the above address or to support@ongoody.com.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.

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