Terms of service
Goode Health, LLC (“Goode Health,” “we,” “us,” or “our”) is a business of nutrition solutions to address this new changing world. The following terms and conditions (these “Terms of Service”) govern your access to, and use of: (i) the Goode Health website, currently located at www.goodehealth.com, or any www.goodehealth.com sub-domains (together with any successor site(s) thereto, the “Site”), including purchase of our products, including our custom superfood blend supplement, and all other products that are or will be offered by us thereon (“Products”), (ii) our mobile or tablet applications (including iOS and Android applications) (together, the “Goode Health App”), (iii) Goode Health-controlled social media pages (including on Facebook and Instagram) or other communication channels, (iv) all online and/or mobile services, information, content, materials, functionality, products, and software provided on or in connection with, or made available through, the Site and/or the Goode Health App ((i) – (iv), collectively, the “Services”).
By using the Site or purchasing and/or using the Services, you accept, and agree to be bound by, these Terms of Service, together with our Consent for Services, located at www.goodehealth.com, (the “Service Consent”), and to the collection and use of your information as set forth in our Privacy Policy, located at www.goodehealth.com (the “Privacy Policy”). The Service Consent, Privacy Policy, and any and all other agreements you enter into with Goode Health (each a “User Agreement”) are incorporated by reference in these Terms of Service. If you do not agree to any part of these Terms of Service, the Service Consent, or the Privacy Policy, you must not access or use the Services. In the event of any conflict between these Terms of Service and any User Agreement, the User Agreement shall control unless otherwise provided in the User Agreement.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN SECTION 14 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
1. Changes to these Terms of Service
We may, in our sole discretion, amend or update any part of these Terms of Service at any time without prior notice to you. We will notify you of any change to these Terms of Service by posting the amended or updated Terms of Service to our website at www.goodehealth.com. All changes to these Terms of Service are effective immediately upon posting to our website. Your use of the Site and/or the Services following the posting of any amended or updated Terms of Service constitutes your agreement to the changes. It is your responsibility to check these Terms of Service regularly for any changes prior to your use of the Site or the Services.
2. Eligibility
This Site and our Services are only intended for persons who are 18 years of age or older. By using our Site and the Services, you represent and warrant that you are at least 18 years of age and have the right and authority to agree to, and be bound by, these Terms of Service.
3. Access
Subject to the terms and conditions of these Terms of Service, the Privacy Policy, the Service Consent, and any User Agreement, Goode Health grants to you a limited, non-exclusive, nontransferable, non-sublicenseable, non-assignable, and revocable license to access the Site and use the Services solely for your personal and non-commercial use only. As part of the Service, we may make available software to access the Goode Health App via a mobile device. To use the Goode Health App on your mobile device you must have a mobile device that is compatible with the Goode Health App. Goode Health does not warrant that the Goode Health App will be compatible with your mobile device. You may use mobile data in connection with the Goode Health App and may incur additional charges from your wireless provider for these services if using your mobile device. You agree that you are solely responsible for any such charges. Goode Health hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Goode Health App on a mobile device owned or leased solely by you for your personal use. You may not, and may not permit third parties to: (i) modify, disassemble, decompile or reverse engineer the Goode Health App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Goode Health App to any third party or use the Goode Health App to provide time sharing or similar services for any third party; (iii) make any copies of the Goode Health App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Goode Health App, features that prevent or restrict use or copying of any content accessible through the Goode Health App, or features that enforce limitations on use of the Goode Health App; or (v) delete the copyright and other proprietary rights notices on the Goode Health App. You acknowledge that Goode Health may from time to time issue upgraded versions of the Goode Health App, and may automatically electronically upgrade the version of the Goode Health App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms of Service will apply to all such upgrades. Any third-party code that may be incorporated in the Goode Health App is covered by the applicable open source or third-party license agreement, if any, authorizing use of such code. The foregoing license grant is not a sale of the Goode Health App or any copy thereof, and Goode Health or its third-party partners, licensors or suppliers retain all right, title, and interest in the Goode Health App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms of Service, is void. Goode Health reserves all rights not expressly granted under these Terms of Service. If the Goode Health App is being acquired on behalf of the United States Government, then the following provision applies. The Goode Health App will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Goode Health App originates in the United States, and is subject to United States export laws and regulations. The Goode Health App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Goode Health App may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Goode Health App and the Service.
You may be required to register for an account through the Site (“Account”) and/or enter into a User Agreement in order to access and use certain Services, whether by you or a third party. By registering an Account, you represent and warrant that all information you provide to Goode Health in connection with your Account (“Account Information”) is true, complete, and accurate in all respects and is not misleading or deceptive. You agree that it is your sole responsibility to ensure that all of your Account Information remains current.
Goode Health reserves the right to withdraw, amend, and/or restrict access to the Site and/or the Services, in our sole discretion, without notice to you. Goode Health shall not be held liable or responsible if all or any part of the Site or the Services are unavailable, whether permanently or temporarily, for any reason, at any time, and for any period of time.
4. Site and Services
4.1 Disclaimer. The statements made within the Site and in connection with the Services are for educational purposes only. You understand that the Site and Services do not provide medical services and are not meant to replace in-person treatment or the advice of your primary care physician, healthcare provider, or any other qualified healthcare professional and are not insurance products. You understand that Goode Health undertakes no obligation to review the inactive ingredients and/or the base ingredients in any product that is recommended or sold to you through the Site or Services, including, without limitation, to ascertain that you are not allergic to such inactive or base ingredients. You further understand that it is solely your responsibility to review those ingredients, as listed on the Site. These statements and the Services we offer have not been evaluated by the U.S. Food and Drug Administration and are not intended to diagnose, treat, cure or prevent any disease. Please consult your physician before implementing any new diet, exercise and dietary supplement programs, especially if you have preexisting medical conditions or are taking prescribed medications. You understand that you should never delay seeking advice from your primary care physician or any other health professionals due to any diagnosis, advice or other information provided (or the omission of any such information) by Goode Health, the Site, or Services, or a healthcare provider through Goode Health, the Site, or Services. You understand that the Site and Services are not to be used in connection with medical emergencies. If you are experiencing a medical crisis, please call 9-1-1 or contact your local emergency assistance services immediately. If you are not feeling well, please contact your primary care physician.
4.2 Content. The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
4.3 Third-Party Content. If the Site and/or the Services contain or direct you to links to other websites and resources provided by third parties, such links are provided for your convenience only. Goode Health does not have any control over the content of third-party websites or resources and does not accept any responsibility for any loss or damage that may arise from your use of such third-party websites and resources. If you decide to access any of the third-party websites and resources linked to this Site and/or the Services, you do so entirely at your own risk and subject to the terms and conditions of the respective third parties. All statements and/or opinions expressed in the third-party websites and resources and all articles and responses to questions and other content, other than the content we provide, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by third parties.
4.4 Communications with Users. If you have registered for an Account with us, you expressly consent and agree that Goode Health or a third party acting on Goode Health’s behalf can contact you using written, electronic or verbal means, including by manual dialing, emails, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry. By providing Goode Health your email address and/or phone number you expressly consent to us or our third-party service providers using the email address or phone number to send or text you Services-related notices, including any notices required by law, in lieu of communication by postal mail. If you do not want to receive such email or text messages, you may change your preferences by www.goodehealth.com, opt-out of receiving commercial email communications by clicking on the opt-out link at the bottom of the email, or opt out of receiving text messages from us as noted below. We make every effort to promptly process all opt-out and unsubscribe requests. You may not opt out of service-related email communications (e.g., account verification, transactional communications, changes/updates to features of the Services, technical and security notices).
5. Order and Payment Terms
5.1 Placing an Order. After you place an order we will review the information you provided for validity by verifying your method of payment, billing, and/or shipping address. Orders may not be accepted for delivery to certain addresses and territories based upon your location. We may contact you (via email or phone) if additional information is required to accept and process your order. In valid order information may result in delays processing your order. For Product purchases, your receipt of an order confirmation does not constitute our acceptance of your order. Without prior notification, Goode Health maintains the right to limit the Product order quantity and the right to refuse to sell Products to any customer for any reason or no reason at all. Goode Health reserves the right not to sell to resellers, dealers, or distributors. If your order is canceled, we will attempt to notify you using the email address you have given us with the order.
5.2 Subscription Program Terms. By signing up for a subscription program with Goode Health (“Subscription Program”), you agree to our Subscription Program and your membership in the Subscription Program will remain in effect until it is cancelled. We may, in our sole discretion, terminate your membership in the Subscription Program at any time without notice to you.
AS A MEMBER OF OUR SUBSCRIPTION PROGRAM, THE PAYMENT METHOD YOU PROVIDED AT THE TIME OF YOUR INITIAL PURCHASE AND ENROLLMENT WILL BE AUTOMATICALLY CHARGED ON A GOING-FORWARD BASIS AT THE TIME OF EACH SHIPMENT OF PRODUCT EVERY 4 WEEKS. IF YOU WISH TO CANCEL YOUR PARTICIPATION IN OUR SUBSCRIPTION PROGRAM, YOU MAY DO SO BY LOGGING IN TO YOUR ACCOUNT AND MAKING THE CHANGE OR BY CONTACTING US AT hello@goodehealth.com. NOTE: YOU MUST CANCEL BEFORE 11:59PM THE DAY BEFORE YOUR ORDER PROCESSES TO AVOID BEING CHARGED FOR THE NEXT RECURRING SHIPMENT. ONCE YOUR ORDER HAS PROCESSED WE CAN NOT MAKE ANY CHANGES.
5.3 Payment Methods. We accept various payment methods for Product purchases through our Service, including Mastercard, Visa, and American Express. Goode Health will not fulfill any Product order without authorization validation of your purchase from your payment method. It is your responsibility to provide current, complete, and accurate information for your billing account. You are responsible for promptly updating all information to keep your billing account current, complete, and accurate (e.g., change in billing address, credit card number, credit card expiration date, or telephone number). You must promptly notify us if your credit card information is cancelled or is no longer valid (e.g., loss or theft). Changes to such information can be made by contacting us at hello@goodehealth.com. If your credit card fails to process for a shipment, your membership in our Subscription Program may be terminated. Goode Health may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and the necessary funds or credit available to cover your purchase.
5.4 Price and Offers. Goode Health reserves the right to determine the pricing of its products. Goode Health will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Goode Health may change the fees for any feature or product, including additional fees or charges, if Goode Health provides advance notice of changes before they apply. Goode Health, at its sole discretion, may make promotional offers with different features and different pricing to any of Goode Health’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
5.5 Product Features. We have endeavored to be as accurate as possible in describing and displaying the features of the Products made available for purchase through the Service; however, there is no warranty or guarantee that the quality, product descriptions, or other content of the Service is accurate, complete, reliable, current, or error-free.
5.6 Shipping. Orders are processed within 3 business days of order date. We offer free standard shipping on all subscription purchases, orders over $79 in value, and for samples. Customers should receive the expected delivery date of their products once the order is processed and shipped from our warehouse. Customers should receive their products in the continental US in roughly 5-7 days. NOTE: Alaska, Hawaii, Puerto Rico, US Virgin Islands, and certain remote zip codes will have extended shipping timeframe of 14-18 days.
If you prefer to receive your product sooner, we also offer expedited shipping options.If you have specific questions, please email us at hello@goodehealth.com
5.7 Return and Refund Policy. *Please NOTE If your most recent order is already on it's way to you, we cannot cancel the shipment at this point.*
Goode Health generally does not accept returns due to the customized nature of the product. However, we will refund your first order if it does not meet your expectations, as long as the request is submitted within 30 days of receiving it. The amount of refund will be your total order less shipping & handling, which the customer is responsible for. If the order is not your first order, we will accept returns of unopened packages only, and refund you all except shipping & handling charges. For all non-food items (e.g. bottles, mixer), we will accept returns and refund you the total less shipping & handling. Please allow 2-3 business days for the refund to appear in your account once it has been received and processed at our warehouse. To request a refund, please contact us at hello@goodehealth.com.
6. Security
We utilize industry standard security measures to protect the security of your information. For more information regarding the security of your information, please review of Privacy Policy at www.goodehealth.com.
You are responsible for maintaining the confidentiality of your Account Information, including your username, email, and password (“Login Credentials”), and are strictly prohibited from distributing or sharing your Login Credentials with any third party or otherwise permitting a third party to access the Site or the Services under your Account. You further agree to notify Goode Health immediately of any unauthorized use of your Account or any other breach of security involving your Account, the Site, and/or the Services.
Goode Health reserves the right to take any and all action, in its sole discretion, regarding the security of the Site and the Services, including, but not limited to, locking, disabling, and/or terminating your Account, resetting or changing your password or other Account Information, or requiring additional information from you to verify and authorize transactions involving your Account. Notwithstanding anything to the contrary, you are solely responsible for all use of your Account and the actions performed under your Account. Goode Health may rely on the authority of anyone accessing your Account, and to the fullest extent permitted under applicable law, Goode Health shall not be held liable or responsible to you for any liability, claim, or damage resulting from, or arising out of, any action or inaction by Goode Health or any third party in connection with the security of your Account, the Site, and/or the Services, including, but not limited to, any compromise of the confidentiality of your Account or Account Information and any unauthorized access to your Account.
7. Intellectual Property
The Site and the Services, together all other content, feature and functionality of the Site and the Services, including, but not limited to, all information, software, text, displays, images, video, audio, and all other content or materials that constitute intellectual and/or proprietary property, and the design and arrangement thereof (collectively, the “IP”), are owned by Goode Health and/or our licensors and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. No right, title or interest in or to the Site, the Services, or any IP is transferred to you. Goode Health reserves all rights not expressly granted herein. Any use of the Site, Services, or IP not expressly permitted by these Terms of Use or any User Agreement may violate copyright, trademark, and other laws.
All names, brands, logos, slogans and other trademarks appearing on the Site or in connection with the Services are trademarks of Goode Health or the respective third-party owners. You agree not to use such trademarks without the express written consent of Goode Health or the respective third-party owners.
You acknowledge and agree that you shall not, without the express written consent of Goode Health: (i) reproduce, copy, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, and/or transmit the IP; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; (iii) delete or alter any copyright, trademark or other proprietary rights notices from copies of IP from the Site and/or the Services; or (iv) access or use for any commercial purposes any part of the Site, the Services, and/or the IP.
8. User Content
To the extent that the Site and/or the Services contains interactive features in which permit you to send, upload, transmit, or post content or information, including, but not limited to, comments, messages, responses, testimonials, ideas, images, videos, and artwork (collectively, “User Content”), you acknowledge and agree that you are solely responsible for any and all User Content you send, upload, transmit, or post to or through the Site and/or the Services. User Content may be viewable by other users of the Site depending on the particular feature of the Site you are using. It is your responsibility to ensure that any such publicly viewable User Content does not include “Protected Health Information,” as defined in the Health Insurance Portability and Accountability Act and the regulations promulgated under that Act (“HIPAA”), or other sensitive information.
Goode Health reserves the right to remove, change, modify, reject, or delete any User Content that violates these Terms of Use, the Service Consent, the Privacy Policy, or any User Agreement or any User Content that we determine is otherwise inappropriate for the Site or the Services, in our sole discretion, at any time without notice to you.
By submitting, sending, uploading, transmitting, or posting any User Content to or through the Site and/or Services, you agree to and do hereby grant Goode Health and Goode Health’s affiliates, parent, subsidiaries, successors, and assigns a nonexclusive, perpetual, irrevocable, worldwide, sublicensable, transferrable, assignable, and royalty-free license to use, store, display, publish, transmit, transfer, distribute, reproduce, rearrange, edit, modify, aggregate, create derivative works of and publicly perform such User Content for any purpose, in any form, medium, or technology now known or later developed. You also acknowledge that (i) we may have already created, or be in the process of creating, content that may be substantially similar to your ideas at the time you submit those ideas to us, and (ii) elements of your ideas may not be subject to protection under copyright laws. You also grant us a license to use your username in connection with our use of any User Content you provide to us, including in connection with off-Site uses of such submitted User Content. You also consent to the display of advertising within or adjacent to any of your User Content. Any User Content sent to us, including feedback data, such as questions, comments, suggestions and any other response shall be deemed to be nonconfidential.
By submitting, sending, uploading, transmitting, or posting any User Content to or through the Site and/or Services, you represent and warrant that you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us and users of the Site and the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in these Terms and in the manner contemplated by us and the Terms of Use, the Service Consent, and any User Agreement.
You further agree, represent, and warrant that your User Content does not, and shall not: (i) infringe, violate, or misappropriate any right of any person or entity, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) contain pornographic, sexually explicit, or obscene material or exploit children or minors; (iii) violate the rights of privacy or publicity of any person; (iv) harass any person or entity; (v) contain libelous, slanderous, or defamatory material; (vi) contain any personally identifying information about any person without their consent or about any person who is a minor; (vii) contain material that is generally offensive to the website community, including bigotry, prejudice, racism, hatred, profanity or religious or political radicalism; (viii) contain advertisements, promotions, solicitations, spam, or offers to sell any goods or services for any commercial purpose; (ix) contain false, misleading, or inaccurate information; (x) contain off-topic material; (xi) contain any material that is intended to provide professional advice, including but not limited to, the provision of medical treatment, or legal, financial or investment advice; (xii) contain any material that is intended to solicit, recommend, endorse, or offer to buy or sell any securities or other financial instruments, tout stocks, or recommend that any particular security, portfolio of securities, transaction, or investment strategy is suitable for you or any specific person; (xiii) promote or provide instructional information about illegal or illicit activities; or (xiv) otherwise breach or violate these Terms of Service, the Service Consent, the Privacy Policy, and any User Agreement.
9. Restrictions on Use
You acknowledge and agree that you will not, and will not attempt to: (i) use the Site or the Services in any way that violates applicable federal, state, local, or international law, rule, regulation, order, or ordinance, including, without limitation, any laws regarding the export of data or software to and from the United States or other countries; (ii) damage, disrupt, interfere with, or gain unauthorized access to part of the Site or the Services, including any server, network, computer, or database connected to, or otherwise used to provide, the Site or the Services; (iii) disobey any requirements, procedures, policies or regulations of networks connected to the Site or the Services; (iv) use the Site or the Services to upload, transmit, or otherwise introduce any viruses, Trojan horses, worms, logic bombs, keystroke logging, or other computer code, file, programs, or materials which are malicious or technologically harmful or disruptive; (v) transmit, or procure the sending of, any advertising or promotional material without our prior written consent of the recipient, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; (vi) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (vii) use the Products or Services to obtain or give medical advice to third parties; or (viii) otherwise breach or violate these Terms of Service, the Service Consent, the Privacy Policy, or any User Agreement.
Goode Health sells its products direct to you (the end consumer). Purchase of Products for resale (to other consumers, businesses, or third parties) is strictly prohibited. If Goode Health believes you are involved in purchase for resale, Goode Health reserves the right to take any action against you, including, without limitation, to restrict sales to you, cancel your orders, and/or suspend or close your Account.
10. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that authorized files or content available for downloading from the Site or the internet will be free of viruses, malware or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site and/or the Services for any reconstruction of any lost data.
YOU ACKNOWLEDGE AND AGREE THAT Goode Health WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL OR MALICIOUS MATERIAL THAT MAY INFECT YOUR TECHNOLOGICAL EQUIPMENT THROUGH OR BY WAY OF YOUR USE OF THE SITE OR THE SERVICES OR ON ANY WEBSITE LINKED THERETO.
YOUR USE OF THE SITE, THE SERVICES, THE PRODUCTS, THE IP, AND/OR ANY USER CONTENT ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, AT YOUR OWN RISK, AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. NEITHER Goode Health, NOR ANY OF OUR SERVICE PROVIDERS, PARTNERS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OR HEALTH CONSULTANTS, MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, CURRENCY, ACCURACY, AVAILABILITY, OR OPERATION OF THE SITE, THE SERVICES, THE PRODUCTS, OR THE IP, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT: (I) THE SITE, THE SERVICES, THE PRODUCTS, THE IP, AND ANY COMMUNICATIONS SENT FROM Goode Health WILL BE ACCURATE, RELIABLE, ERROR-FREE, FREE FROM HARMFUL OR MALICIOUS CODE OR OTHER COMPONENTS, OR UNINTERRUPTED, (II) THAT ANY DEFECTS WILL BE CORRECTED, OR (III) THAT THE SITE, THE SERVICES, THE PRODUCTS, OR THE IP WILL OTHERWISE MEET YOUR NEEDS, EXPECTATIONS, OR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS OF SERVICE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER.
11. Limitation of Liability
IN NO EVENT WILL Goode Health OR OUR AFFILIATES, PARENT COMPANIES, OR SUBSIDIARIES, OR EACH OF OUR OFFICERS, DIRECTORS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, THE SERVICES, THE PRODUCTS, THE IP, ANY THIRD-PARTY WEBSITES OR CONTENT LINKED OR OBTAINED THROUGH THE SITE OR THE SERVICES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR COMPUTER FAILURE OR MALFUNCTION. THESE LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR CAUSE OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE, THE SERVICES, OR THE PRODUCTS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE, THE SERVICES, OR THE PRODUCTS. IN NO EVENT SHALL Goode Health’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE SITE, THE SERVICES, THE PRODUCTS, OR THE IP EXCEED THE LESSER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SERVICES OR PRODUCTS OR (II) ONE HUNDRED DOLLARS (U.S. $100.00).
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE §1542, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.
12. Indemnification
You agree to defend, indemnify and hold harmless Goode Health and Goode Health’s affiliates, parent, subsidiary, licensors, service providers, and health consultants, and each of our respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assignees, from and against any and all claims, liabilities, deficiencies, damages, actions, judgments, settlements, interest, awards, losses, fines, penalties, costs, expenses or fees or any kind (including reasonable attorneys’ fees and costs) arising from or relating to: (i) your violation of these Terms of Use or the terms in our other policies and agreements that you agree to be bound by; (ii) your use or misuse of the Site, the Services, the Products, or the IP; (iii) your use of any information obtained from the Site and/or the Services; (iv) any User Content; or (v) your violation of any third party’s rights, including, but not limited to, intellectual property rights, right of privacy, right of publicity and confidentiality.
13. Termination
You may delete your Account and end your registration at any time, for any reason by accessing your account or by sending an email to hello@goodehealth.com. You acknowledge and agree that Goode Health may restrict or terminate your use of the Site, the Services, and/or your Account for any or no reason at any time without notice to you. You understand that termination of your agreement with us pursuant to these Terms of Use and any User Agreement or termination of your Account will not entitle you to any refund and may involve deletion of your information and User Content from our records. You agree that we will not be liable to you or any other party for any termination of your access to the site or services or deletion of your Account or User Content. You further acknowledge and agree that any User Agreement or Service Consent you enter into with us may contain different termination provisions for a given Service or Product, in which case the termination provisions within such User Agreement or Service Consent shall govern the termination of those services to the extent that those provisions conflict with anything provided in these Terms of Service.
Arbitration, Class Waiver, Jury Trial Waiver, Governing Law
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND Goode Health TO ARBITRATE YOUR DISPUTES AND LIMITS THE AVAILABILITY OF A JURY TRIAL.
14.1 Arbitration. In the event of any dispute, claim, question or disagreement arising from or relating to these Terms of Service or the Site, Services, and/or Products (a “Dispute”), the parties to the Dispute shall use their best efforts to settle the Dispute and shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution, the Dispute shall be resolved by binding arbitration in Fairfield County, Connecticut in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party(ies) of the Dispute and with the AAA. To the extent permitted by law, any Dispute under this Agreement must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred.
The parties agree that one (1) arbitrator shall arbitrate the Dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the parties agree shall apply. Unless both you and we agree in writing otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The expenses of the arbitrator and other related costs shall be shared equally by the parties.
Either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security.
14.2 Governing Law and Jurisdiction. Goode Health is located in the state of Connecticut, United States of America. If you are accessing our Site or the Services from any location outside of the United States of America or with regulations or laws governing personal data collection, use, or disclosure that differ from the laws of the United States of America, be aware that you are transferring personal information to the United States of America and that the processing, storage, use and disclosure of that information will be subject to the domestic laws of the United States of America. The parties agree that these Terms of Service evidence a transaction involving interstate commerce, and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) and AAA Rules will govern interpretation and enforcement of this Arbitration, Class Waiver, Jury Trial Waiver, Governing Law section where applicable. For any claims, disputes or controversies that are not subject to mandatory arbitration under this section, you and Goode Health agree that any dispute relating to these Terms of Service or other User Agreement or the collection or use of your information will be resolved according to the laws of the State of Connecticut, without regard to conflict of law rules. Venue for such dispute shall be exclusively in a court of competent jurisdiction located in Fairfield County, Connecticut, and you agree to the personal jurisdiction of such courts.
14.3 Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under these Terms of Use or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
14.4 Jury Trial Waiver. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Goode Health ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW.
14.5 Severability / Survival. If any clause or provision set forth in this Arbitration, Class Waiver, Jury Trial Waiver, Governing Law section is determined to be illegal, invalid or unenforceable under present or future law, then the clause or provision so determined to be illegal, invalid or unenforceable will be severable without affecting the enforceability of all remaining clauses or provisions. This Arbitration, Class Waiver, Jury Trial Waiver, Governing Law section will survive any termination or expiration of these Terms of Service.
14.6 Changes and Opt-out. You may opt out of the applicability of this Arbitration, Class Waiver, Jury Trial Waiver, Governing Law section by providing Goode Health with a written opt-out notice within 30 days of the “Last Updated” date above. This written notice must be provided by mail to Goode Health, 100 E. Campus View Blvd, Suite 250, Columbus, OH 43235. In order to be effective, such notice must include your full name and clearly indicate your intent to reject the changes to these Terms of Service.
15. DMCA Notification
We respect the rights of intellectual property holders. If you believe that any content on the Site violates these Terms of Use or your intellectual property rights, you can report such violation to us in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512). In the case of an alleged infringement, please provide the following information:
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site (including the exact URL);
- An address, a telephone number, and an e-mail address where we can contact you;
- A statement that you have a good faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
- A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; and
- Your electronic or physical signature, or that of the person authorized to act on behalf of the owner of the copyright or other right being infringed.
We may request additional information before we remove allegedly infringing material. You may report a copyright violation by providing the above information to our designated agent at: Matt Wiant, 1330 Kinnear Road, Suite 100, Columbus, OH 43212, matt@goodehealth.com.
16. Additional Terms for Goode Health App
16.1 Goode Health App from Apple App Store. The following applies to any Goode Health App you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Goode Health, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Goode Health as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Goode Health as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Goode Health, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Goode Health acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
16.2 Goode Health App from Google Play Store. The following applies to any Goode Health App you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and Goode Health only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Goode Health, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Goode Health’s Google-Sourced Software.
17. General Provisions
17.1 Force Majeure. Notwithstanding anything in these Terms of Service to the contrary, Goode Health shall not be liable or responsible to you, nor shall Goode Health be deemed to have defaulted under or breached these Terms of Service or any User Agreement, for any failure or delay in fulfilling or performing any obligation of Goode Health to you, when and to the extent such failure or delay is caused by, or results from, acts or circumstances beyond the reasonable control of Goode Health, including, without limitation, the following defined force majeure events: (a) acts of God; (b) flood, fire, or earthquake; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) compliance in good faith with any government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national, state, or local emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) pandemic, epidemic, outbreak of infectious disease or any other public health threat or emergency, including quarantine; (i) network outage, data loss, data corruption, or any other technological disruption, failure or malfunction; and (j) any other event beyond the reasonable control of Goode Health.
17.2 Notices. You agree that we may provide you with notices, including those regarding changes to this agreement, by email to the address you provided at the time of registration or as changed in your Account profile on the Site.
17.3 California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3,you may 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 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
17.4 Miscellaneous. You and Goode Health shall at all times be considered independent contractors to each other. Nothing in these Terms of Service shall be construed to create a partnership, joint venture, employment, or other relationship. You agree not to hold yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of us, any of our affiliates or service providers. No failure or delay in exercising any right or any power hereunder by Goode Health shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms of Use and any applicable purchase order or other terms, except for any User Agreement, the terms of these Terms of Use shall govern. If any provision of these Terms of Use is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms of Use will continue in full force and effect. The headings of sections and paragraphs in these Terms of Use are for convenience only and shall not affect its interpretation. These Terms of Use, together with the Service Consent, the Privacy Policy, and any User Agreement, constitute the final, complete and exclusive statement of the agreement between the you and Goode Health with respect to the subject matter hereof. All other prior agreements are null and void and superseded by this Agreement.
17.5 Your Comments and Concerns. If you have any questions regarding the Site, the Services, or the Products, you can review our FAQs page located on the bottom of www.goodehealth.com. All other questions, feedback, comments, requests for technical support and other communications relating to the Site, the Services, or the Products may be directed to hello@goodehealth.com.