Terms of Service
The material provided by GoodCarts and its registered users on the Site is protected by law, including, but not limited to, United States Copyright law and international treaties. GoodCarts makes no representations as to the appropriateness of the materials for access from other locations. Access to these materials from territories where their contents are illegal is prohibited; if you choose to access these materials from such a territory, you are responsible for compliance with local laws and regulations.
To publish any content on the Site you must create a GoodCarts Network Member account (the “Customer”). A GoodCarts Network Member account is held by the owner of an online store or transactional website who wishes to participate in our network of stakeholder brands who each contribute their after-checkout traffic to the network and receive the after checkout-traffic of other network members in return.
When you create your account, we will collect certain information from you. This information must be true identifying information. If you do not provide accurate information, GoodCarts reserves the right to terminate your access to the Site. This information will be used to verify your identity, to maintain your login information, provide services, and collect revenue from GoodCarts Network Members. We will disclose this information to third parties only as disclosed in the Terms, as required by law, or to protect GoodCarts’s own legal interests in the event of a dispute with you.
The Site and all content on the Site, whether created by GoodCarts or by your fellow GoodCarts Network Members, may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, mirrored, framed, or otherwise used or displayed, or used for the creation of derivative works, without GoodCarts’s prior written consent, except that GoodCarts grants you a non-exclusive, non-transferable, limited and revocable permission to access and display the Web pages within the Site, for your personal, non-commercial use of the Site. GoodCarts further grants you a limited, nonexclusive and revocable right to create a hyperlink to the Site so long as the link does not portray GoodCarts, its affiliates, or their respective products or services in a false, misleading, derogatory, or otherwise offensive manner. The permissions granted in this paragraph are conditioned on your not modifying the content displayed on this site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth on the Site.
You may not use the Site in a manner that violates any local, state, national, foreign or international statute. You may not interfere with the functioning of the Site or with other users’ use of the Site in any way , including but not limited to non-permitted modification of the Site; attempting to gain access to unauthorized portions of the website; enabling high volume, automated, electronic processes that apply to the Site or its systems, the content of the Site or any portion or derivative thereof; or attempting to gain access to other accounts, computer systems or networks connected to the Site, whether through hacking, password mining, or any other means. You may not use the GoodCarts name, trademarks, services marks or logos in any meta tags or any other “hidden text”; use data mining, robots, spiders, crawlers, scrapers or similar automated or non-automated data gathering or extraction methods; or compile, repackage, disseminate or otherwise use data extracted from the Site.
The Site is not meant for use by minors. If you are a legal minor in your jurisdiction, please do not use the Site, or access the Site only under the supervision of a parent or legal guardian. Furthermore, the Site does not knowingly solicit or collect information from children under the age of 13. Should GoodCarts learn that it has inadvertently collected information from a child under the age of 13, it will delete that information as soon as possible. If you are the parent or guardian of a child under the age of 13, and you believe we have collected information from that child, please contact us at: email@example.com
Your failure to comply with the terms, conditions, and notices on the Site will result in automatic termination of any rights granted to you, including termination of your account, if any, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding section, GoodCarts does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.
DISCLAIMERS REGARDING CONTENT
Information provided by GoodCarts on the Site is not promised or guaranteed to be correct, current, or complete, and the Site may contain inaccuracies or typographical errors. GoodCarts assumes no responsibility (and expressly disclaims responsibility) for updating the Site to keep information current or to ensure the accuracy or completeness of any posted information. If you believe any information provided by GoodCarts on the Site is inaccurate or incomplete, please let GoodCarts know by emailing info@GoodCarts.co.
GoodCarts provides no assurances that any reported problems will be resolved, even if GoodCarts elects to provide information with the goal of addressing a problem.
GoodCarts is not responsible for any content provided by GoodCarts Network Members and is solely responsible for any content he or she submits.
CONFIDENTIAL AND PROPRIETARY INFORMATION
GoodCarts does not want to receive confidential or proprietary information from you through the Site, e-mail or other means. Therefore, any information or material sent to GoodCarts will be deemed NOT to be confidential. By sending GoodCarts any information or material directly, you grant GoodCarts an unrestricted, irrevocable and fully paid-up license to use, copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that GoodCarts is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose, without compensation of any sort. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit will be published or otherwise used with your name on it; (c) we are required to do so by law; or (d) we deem it necessary in our sole discretion to defend our own legal interests.
When you access a third party website, even one that may contain the GoodCarts name or logo, please understand that it is independent from GoodCarts, and that GoodCarts does not control the content on that website. It is up to you to take precautions to protect yourself from viruses, worms, trojan horses, and other potentially destructive programs, and to protect your information as you deem appropriate.
The software used on the Site is produced, distributed and owned by GoodCarts. The GoodCarts Content and the GoodCarts software is the intellectual property of GoodCarts. You acknowledge that this content is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. GoodCarts owns a copyright in the selection, coordination, arrangement, and enhancement of such intellectual property. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any GoodCarts intellectual property, in whole or in part, without prior written permission.
The GoodCarts logo and GoodCarts name are trademarks of GoodCarts. These, along with any other trademarks, service marks and logos used and displayed on the Site are registered and unregistered trademarks of GoodCarts. Nothing on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark displayed on the Site, without the prior written permission of GoodCarts. GoodCarts aggressively enforces its intellectual property rights to the fullest extent of the law. Fair use of GoodCarts’s trademarks requires proper acknowledgment. Other product and company names mentioned in the Site, if any, may be the trademarks of their respective owners.
DMCA TAKE-DOWN NOTICES
If you are a copyright owner or an agent thereof and believe that any content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works on the Site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send GoodCarts a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notification and counter-notification pursuant to the DMCA should be submitted to:
825 Washington Ave SE, #230
Minneapolis, MN 55414
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice or counter-notice may not be valid. GoodCarts encourages you to consult with your attorney before filing a notice or counter-notice. Please be aware that there may be penalties for false claims under the DMCA.
The GoodCarts Network is made up of online stores and other transactional websites that belong to organizations that foster responsible, modern business, sustainable business practices and racial, economic and gender equality. Each store or website that joins the GoodCarts network is called a Network Member. Each Network Member contributes their after-checkout traffic to the network and receives after-checkout traffic back from the other Network Members.
Provided the Network Member is approved by GoodCarts for membership in the GoodCarts Network, there is no fee to join. The Services may include any one or more of the following elements:
- Online coupon creation tools and services; and
- Coupon distribution services; and
- Email marketing tools and services; and
- Advertising and promotional services
GoodCarts will provide Network Member with a limited license to use and receive the Services hereunder and GoodCarts will further provide the Services ordered by the Network Member subject to the terms, conditions and limitations applicable to the Services that are set forth in the Agreement and on the GoodCarts website.
GoodCarts reserves the right to change, amend and/or alter the Services or to otherwise provide equivalent or equal Services without prior notice to Network Member. Network Member agrees to receive administrative communications from GoodCarts in regards to the Services, Network Member’s account, policy changes and system updates.
Network Members are free to unpublish their discount offers and stop using the Services, but are responsible for any outstanding discount offers collected from the GoodCarts discounts page up until the day they set for expiration.
OWNERSHIP AND LICENSE
The Services provided by GoodCarts hereunder, and all worldwide intellectual property rights therein, are the exclusive property of GoodCarts. All rights in and to the Services not expressly granted to Customer in this Agreement are wholly reserved by GoodCarts.
Subject to the terms and conditions of this Agreement, GoodCarts grants to Customer a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Services. You acknowledge that the Services and their structure, organization, and source code constitute valuable trade secrets of GoodCarts. Accordingly, except as expressly allowed under this Agreement, you will not, either directly or through a third party, (i) copy, modify, adapt, alter, translate, or create derivative works from the Services; (ii) distribute, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party; or (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services. In the event of expiration or termination of this Agreement for any reason, the licenses granted under this Agreement shall automatically and immediately cease and you shall destroy all copies the Services or related documentation in your possession.
Subject to the terms and conditions of this Agreement, GoodCarts grants to Customer a non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use and reproduce certain trademarks provided to Customer by GoodCarts under this Agreement (“GoodCarts Marks”), solely for use in the display on those locations as designated by GoodCarts in its sole discretion. GoodCarts grants no rights in the GoodCarts Marks other than those expressly granted in this Section. Customer acknowledges GoodCarts’ exclusive ownership of the GoodCarts Marks. Customer agrees not to take any action inconsistent with such ownership and Customer agrees not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the GoodCarts Marks or in such a way as to create combination marks with the GoodCarts Marks. At GoodCarts’ request (in its sole discretion), Customer will immediately discontinue any use and display of the GoodCarts Marks. Customer acknowledges and agrees that, except with respect to the trademark license granted herein in and to the GoodCarts Marks, no licenses are granted by GoodCarts to any other trademarks, service marks, or trade names owned by GoodCarts, its parent, or affiliates.
USE AND OWNERSHIP OF DIGITAL IMAGES
The Services may contain illustrations and photo images (collectively, the “Images”) and as such the Customer may contribute Images to the Services including coupon feature images and store logos. The Images must either be owned by the Customer or licensed from a third party. Unless otherwise stipulated by GoodCarts, your use of the Images is subject to the restrictions set forth in this Section and otherwise in accordance with this Agreement.
The Customer agrees not to:
- Create or use Images which are scandalous, obscene, defamatory or immoral, nor use the Images for any other purpose which is prohibited by law;
- Use the Images in any way that could be considered defamatory, libelous, pornographic, immoral, obscene or fraudulent, either by making physical changes to it, or in the juxtaposition to accompanying text. Customer agrees not to use Images as part of any use involving sensitive subject matter, as determined by GoodCarts in its sole discretion, including but not limited to the following sensitive subjects: all sexual issues, sexually transmitted diseases, substance abuse, alcohol, tobacco, cancer, mental ailments, and physical or mental abuse, without advance written consent from GoodCarts and any model in such Image.
NETWORK MEMBER CUSTOMER RESPONSIBILITIES
Customer shall be responsible for the following (whereby failure to adhere to these responsibilities shall constitute a material breach of this Agreement):
- Providing current and updated Customer information (including but not limited to Customer’s name, address, email address, postal address, and phone numbers, etc.) for GoodCarts’ use in contacting Customer regarding the Services, keeping Customer’s profile updated, and otherwise as necessary in regards to the Services;
- If optional paid features, upgrades, or traffic are selected or subscribed, provide an active and valid form of payment as a part of the Customer’s account or be chargeable via installed GoodCarts ecommerce apps such as Shopify;
- Contacting GoodCarts with notice of Customer’s decision to cancel or discontinue the Services. IF NO SUCH NOTIFICATION IS GIVEN TO GoodCarts BY CUSTOMER, GoodCarts WILL ASSUME CUSTOMER IS SATISFIED WITH AND ACCEPTS ALL SERVICES, AND GoodCarts WILL BILL ANY RELATED FEES DIRECTLY TO CUSTOMER’S CREDIT CARD or via integrated ecommerce apps via Shopify or other such services that require unified billing.
CUSTOMER REPRESENTATIONS AND WARRANTIES
Network Member/customer hereby represents and warrants as follows:
- Customer can form legally binding contracts under applicable law;
- Customer is at least eighteen (18) years old and is responsible for supervising the activities of any under-age user;
- To Customer’s knowledge, there is no action, proceeding, or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement;
- Entering into this Agreement or otherwise purchasing the Services will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default, or result in a termination of, any agreement or instrument to which the Customer is a party;
- Customer has taken all actions required by applicable law, and has obtained all consents which are necessary to authorize or enable it to enter into this Agreement and/or purchase the Services;
- To the extent that Customer is a business entity, the individual ordering the Services or otherwise entering into this Agreement on behalf of Customer has been duly authorized and are empowered to bind Customer to this Agreement;
- Customer shall ensure the accuracy of materials provided to GoodCarts, including, without limitation, Content, descriptive claims, warranties, guarantees, nature of business, and contact information for Customer;
- Customer will not provide Content or other materials, or use the Services in any manner that infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right, and will further not use the Services as a mechanism designed to facilitate such infringement;
- Customer’s Content, other materials provided in conjunction with the Services, and use of the Services shall in all respects conform to all applicable federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders (including those governing the export of technical information).
Customer further represents and warrants that they will not provide or use any Content or other materials or use the Services in a manner deemed to be any of the following:
- encouraging illegal or criminal conduct;
- promoting, facilitating or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities;
- promoting or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property;
- offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity;
- pornographic or obscene in any manner whatsoever;
- violent or encouraging violence;
- disparaging, defamatory, libelous, or results in an invasion of privacy;
- containing any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data or personal information;
- intentionally defaming GoodCarts or their employees, directors or stockholders; or
- stating or implying that the Coupons are placed by GoodCarts or any party with a contractual relationship with GoodCarts, or that such parties endorse Customer’s products or services.
Customer further represents and warrants that they will use the Services in accordance with GoodCarts’ Acceptable Use Policy and in a manner that does not interfere with or disrupt other network users, services, or equipment. Without limiting any of its other rights set forth herein, GoodCarts reserves the right to terminate or suspend any and all Services without notice if any such interference is determined by GoodCarts to exist. Such interference or disruption includes, but is not limited to:
- scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums;
- propagation of computer worms or viruses; and/or
- use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
NETWORK MEMBER CUSTOMER CONTENT
Customer will be solely responsible for the development, operation and maintenance of the Content, including the operation of the Service, accepting, processing and filling customer orders generated through the Service, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through the Service. Customer agrees that GoodCarts has no obligation to back-up any data related to the Service and Customer should independently take appropriate steps to maintain such data in accordance with Customer’s needs and requirements.
Customer will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the Content utilized by Customer in conjunction with the Services, including all descriptions of the products and services Customer offers or sells to customers via the Services. Customer retains all rights, title and interest in and to all intellectual property rights embodied in the Content, exclusive of any content provided by GoodCarts. Notwithstanding anything contained in the foregoing, if Customer breaches any of the covenants of this Agreement, GoodCarts is entitled to immediately suspend or terminate Services, the Website and/or any access to information or data related to Customer’s account.
Customer acknowledges that when providing its services GoodCarts may provide Customer with the ability to publish and distribute Customer’s own or third party content, and GoodCarts and its Services are acting only as passive conduits for the distribution and/ or publishing of such products, services and/or Content. GoodCarts has no obligation to Customer or any third party, and undertakes no responsibility, to review the Content to determine whether any such Content may incur liability to third parties. Notwithstanding anything to the contrary herein, if GoodCarts believes in its sole discretion (as applicable) that the Content may create liability for GoodCarts, Customer agrees that GoodCarts may take any actions with respect to the Content that GoodCarts believes are prudent or necessary to minimize or eliminate GoodCarts’ potential liability. GoodCarts shall, as applicable, be the sole judge of what Content or materials may create liability for GoodCarts.
Moreover, Customer covenants that any Content published and distributed in conjunction with the Services shall not violate the GoodCarts Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:
- be false, inaccurate or misleading;
- be fraudulent or involve the sale of counterfeit or stolen items;
- infringe or misappropriates any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
- be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
- be obscene or contain child pornography;
- contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- be harmful or potentially harmful to the GoodCarts Server structure as determined in GoodCarts’ sole discretion, including without limitation overloading the GoodCarts technical infrastructure; and/or
- link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation.
- Except as otherwise stated in the Agreement, Customer is to be considered the owner of all Customer Content. During the period that GoodCarts provides Services to you pursuant to this Agreement, you hereby grant to GoodCarts and its subcontractors a limited, non-exclusive, royalty-free, worldwide license to copy, reproduce, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit the Content solely for the purpose of rendering the Services hereunder.
- In the event that Customer posts Content, Customer agrees to designate a copyright agent under the Digital Millennium Copyright Act (“DMCA”) (see 17 U.S.C 512(c)(3) for further detail). In the event that a copyright holder contacts GoodCarts’ copyright agent under the DMCA, Customer acknowledges and agrees that GoodCarts may take all necessary action as required under the DMCA in its sole discretion, including removing Content from Customer’s website.
- Except as expressly allowed under this Agreement, you will not, either directly or through a third party, transfer your interest in and to the Services to any third party without the express written consent of GoodCarts.
RESERVATION OF RIGHTS
Without limiting other remedies or any of its other rights set forth herein, GoodCarts reserves the right to revoke any and all licenses granted hereunder, revoke access to the Services, or to otherwise limit, deny, terminate, or suspend, in whole or in part, any and all Services without notice if (i) Customer fails to pay any fees owed under this Agreement when due, or (ii) in GoodCarts’ sole discretion, the Services are used, or to be used, in a manner that is improper, illegal, in contravention of any of the representations or warranties made by Customer herein, or would otherwise amount to a breach of this Agreement or the documents it incorporates by reference. In the event of such termination or suspension, Customer agrees that the unused portion of any fees Customer may have paid for Services are an appropriate recompense to GoodCarts for the time required to respond to and address issues created by Customer’s illegal or improper actions, and Customer agrees not to seek recovery of those fees, however Customer acknowledges and agrees that this will not constitute a waiver by GoodCarts of any other available remedies nor will it be considered satisfaction of the matter or any related claims that GoodCarts may have against Customer.
GoodCarts further reserves the right to reject, alter, modify, or remove any Content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which GoodCarts deems, in its sole discretion, to be improper, illegal, in contravention of any of the representations or warranties made by Customer herein, or otherwise in breach of this Agreement, and where necessary GoodCarts will also actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer as well as any Services, Websites, domain names, URL’s, Content and those persons that may have accessed any of the foregoing. Notwithstanding the foregoing, Customer acknowledges and agrees that GoodCarts shall have no obligation to review any Content.
Collection and Use of Visitor Data.
TERM AND TERMINATION
Customer may terminate this Agreement at any time without restriction.
Without limiting any other provisions of this Agreement, GoodCarts may immediately terminate this Agreement at any time for convenience by giving Customer notice in accordance with this Agreement. In addition to its other rights contained in this Agreement as they apply to termination, and without limiting those rights in any manner, GoodCarts may immediately terminate this Agreement, limit Customer’s activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Customer’s account or the Services, in whole or in part, and/or refuse to provide some or all of the Services functionality to Customer, without notice, if in GoodCarts’ sole discretion: (i) Customer fails to pay any fees in accordance with this Agreement; (ii) Customer breaches the covenants of this Agreement; (iii) Customer breaches this Agreement or the documents it incorporates by reference in any other manner; (iv) GoodCarts is unable to verify or authenticate any information Customer provided to GoodCarts; or (v) GoodCarts believes that Customer’s actions may cause financial loss or legal liability for Customer or GoodCarts.
In the event of termination of this Agreement for any reason, the licenses granted under this Agreement shall automatically and immediately cease. Following termination the Customer will have no right to use or access the Services. Upon termination, there will be no refund provided to Customer and all outstanding fees owed by Customer shall become immediately due and payable. In its discretion, GoodCarts may permit a Customer to recover data from the Services following termination after payment of additional fees. Termination shall not affect the rights of GoodCarts to recover from Customer losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost or other costs of any kind under this Agreement.
Notice to Customer hereunder shall be deemed effective when (i) delivered orally, by calling Customer’s representative or by leaving a voicemail for Customer’s representative at the telephone number in Customer’s profile, (ii) sent via e-mail to the contact e-mail address in Customer’s profile; (iii) sent by regular mail, certified mail with return receipt requested, or by Federal Express or other recognized overnight delivery service to the Customer mailing address in Customer’s profile or (v) posted on https://www.goodcarts.co/terms-service and/or any of the applicable pages linked thereto, as updated from time to time. Customer may give notice to GoodCarts by certified mail with return receipt requested to the following address:
825 Washington Ave SE, Minneapolis, MN #230
Minneapolis, MN 55414
All mail notices shall be effective upon receipt, email and fax notices shall be effective upon transmission and all Website notices shall be immediately effective upon posting on the Website and/or any of the applicable pages linked thereto.
By providing your contact information to GoodCarts or otherwise entering such information in the Customer profile, you agree that GoodCarts may use the information you have provided to contact you via email, postal mail, telephone or fax in any format or manner. GoodCarts may, but shall have no obligation to, send a single notice by various means of delivery (i.e., fax, email, certified mail or express mail). In no event shall GoodCarts be liable to you for choosing to send notice to one address, or by one means of delivery, and not others.
Customer hereby agrees to indemnify, defend, and hold harmless GoodCarts and each of GoodCarts’ officers, directors, employees, agents, and affiliates, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys, accountants and expert witness fees), of whatsoever kind and nature, that are imposed on or incurred by GoodCarts as a consequence of or in connection with: (i) any breach of this Agreement by Customer, (ii) any breach or violation by Customer of any other GoodCarts term, condition, rule, agreement or policy, (iii) any representation or warranty by Customer that proves to be untrue or inaccurate in any way, (iv) any failure by Customer to perform in accordance with this Agreement, (v) Customer’s use of the Services, or (vi) the Website, Content and/or URL’s. GoodCarts and the other indemnified parties’ rights hereunder shall not be limited or offset by any contributory negligence by GoodCarts or any other such indemnified party.
Customer agrees to give prompt written notice to GoodCarts upon the receipt of notice of any claim by a third party against Customer which might give rise to a claim against GoodCarts, stating the nature and the basis of such claim and, if ascertainable, the amount thereof.
NO GUARANTEE OF RESULTS
Customer acknowledges that GoodCarts does not guarantee, imply, or predict any type of profit or response from the Services. The Services may be subject to interruptions, loss of data, deletion of data and conditions that prevent the proper operation of the Services resulting from conditions of events outside the reasonable control of GoodCarts and for which GoodCarts will bear no responsibility. Customer irrevocably covenants, promises and agrees to indemnify GoodCarts and its assigns and to hold them harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature that they may sustain or to which they may become subject arising out of or relating in any way to the use of the Services, including, without limitation, in each case attorneys’ fees, costs and expenses actually incurred in defending against any such claims or enforcing the prerogatives of GoodCarts under this Agreement.
GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the United States of America and the State of Delaware. Customer agrees that any judicial proceeding relating to or arising out of this Agreement or the Services shall be instituted only in a federal or state court of competent jurisdiction in the State of Delaware, and Customer consents to the personal jurisdiction of such court and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or forum non conveniens or to otherwise seek a change of venue. Customer also agrees to waive the right to trial by jury in any action that takes place relating to or arising out of this Agreement or the Services.
Customer shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding its use of the Services.
AGENCY AND PARTNERSHIPS
This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and GoodCarts. Neither Party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other Party or its affiliates, whether express or implied, or to bind the other Party or its affiliates in any respect whatsoever.
This Agreement, as well as any additional GoodCarts terms and conditions, rules, policies, and service agreements, together with all modifications thereto, constitute the entire agreement between you and GoodCarts concerning your use of the Services and any other subject matter related to this Agreement, and supersedes and governs all prior proposals, agreements or other communications between you and GoodCarts (including, but not limited to, any prior versions of this Agreement). Customer may not waive, modify or supplement this Agreement, in whole or in part, except for written permission or amendment by GoodCarts. GoodCarts reserves the right to unilaterally modify and revise the Agreement from time to time. Such modifications or revisions shall be provided to Customer via the Notice provisions set forth in Section 11 above (Notice), and Customer shall be deemed to have accepted, and to be apprised of and bound by, any such modifications or revisions to the Agreement.
Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the Party relying upon this Section shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, GoodCarts may immediately terminate this Agreement and shall have no liability therefore.
Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of GoodCarts. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. GoodCarts may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without notice to or consent of the Customer. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
NO THIRD-PARTY BENEFICIARY
You acknowledge and agree that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than you, any interests, rights, remedies or other benefits conveyed to you herein.
Waiver. Any failure by GoodCarts to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, GoodCarts will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of GoodCarts as reflected in the original provision. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
HEADINGS AND INTERPRETATION
The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Also, in all references herein to any parties, persons, entities or corporations, the use of any particular gender, or the plural or singular number is intended to include the appropriate gender and number as the text of this Agreement may require. When used in this Agreement, the term “including” means “including without limitation,” unless expressly stated to the contrary.
Section 1 (Services), Section 2 (Payment & Fees) with respect to any outstanding fees owed for the Services, Section 3 (Ownership and License), Section 4 (Use and Ownership of Digital Images), Section 5 (Customer Responsibilities), Section 6 (Customer Representations and Warranties), Section 7 (Customer Website and Website Content), Section 8 (Reservation of Rights), Section 9 (Customer Collection and Use of Visitor Data), Section 10 (Termination and Suspension), Section 13 (Indemnification), Section 15 (Warranty Disclaimer), Section 16 (Limitation of Liability), and Section 17 (General) shall survive any termination or expiration of this Agreement where necessary for GoodCarts to enforce its rights therein.
Customer warrants that Customer is not, nor is Customer acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”). In addition, Customer is not, nor is Customer acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time. In addition to all other rights and remedies available to Company under this Agreement, and at law and in equity, Customer’s breach of this section shall result in immediate termination of the Agreement and forfeiture of any and all Services or amounts previously provided, paid and/or owed to Customer under this Agreement.
Each party hereto agrees that its performance under this Agreement shall in all respects conform to all applicable laws, rules, and regulations of the United States governing the export of technical information. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Services or this Agreement.
DISCLAIMER OF WARRANTY
USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, SERVICES AND PRODUCTS ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. GOODCARTS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, GOODCARTS MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, CORRECT, COMPLETE, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THIS WEB SITE WILL BE CORRECTED.
YOU UNDERSTAND AND AGREE THAT IF YOU OBTAIN MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT WILL GOODCARTS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEB SITE OR ANY USE OF THIS WEB SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEB SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF GOODCARTS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.
Last revised: November 15, 2022.