Last Updated: May 2021
IMPORTANT: THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 19 of this Agreement for more information.
1. Revisions to This Agreement
We may revise and update this Agreement from time to time without prior notice to you and will post the updated Agreement to the Site. ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Any changes to this Agreement will not apply retroactively to events that occurred prior to such changes.
2. The Purpose of This Site
We offer this Site to you as an informational tool only. The design and function of the Site and the contents therein, such as text, blog posts, graphics, images, audio and video files, user help files, user interface, layout and presentation, analytic and demographic data relating to your use of the Site, and other material contained in the Site are for informational purposes only.
3. Your Usage of the Site and Platform
You may use the Site for personal, non-commercial, lawful purposes only.
The Platform contains copyrighted material, trademarks and other proprietary information, including, but not limited to, software, text, graphics and images (collectively, the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark or other laws. You have no rights in the Content, and you shall not copy, redistribute, retransmit, publish or commercially use the Content without our express written permission. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. For clarity, there is no prohibition against you maintaining hyperlinks on your own website(s) that lead visitors to a page on the Site.
The trademarks, service marks, and logos used and displayed on this Platform are the registered and unregistered trademarks or service marks of ours or of our third party partners (collectively, the “Marks”). Nothing on this Platform or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks without our prior written consent specific for each such use. The Mark may not be used to disparage any party or their respective products or services, or in any manner that may damage any goodwill in the Marks. All goodwill generated from the use of any Mark shall inure to the benefit of the Mark owner.
Except as otherwise expressly stated in this Agreement or in another agreement between Goodlife and you, no part of the Platform and no Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial use, without our prior express written consent.
4. Grant of Licenses for the Site and the Services
On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable license to access the Site. Any use of the Site in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Site. Your access to the Site is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any Content, products or Services we provide on the Site without notice.
We grant you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to access and use the Services, and any software underlying our Services, solely to use the Services, as provided by us in accordance with these Terms and any other Agreement between you and Goodlife. Unless expressly stated in another agreement between you and Goodlife, this license does not include any resale use of any Services or any content associated with the Services. You shall not copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying our Services. You agree not to use modified versions of any software underlying our Service, including without limitation, for the purpose of obtaining unauthorized access to our Service. You may not use any of our Services for any illegal purpose.
5. Your Responsibilities
You agree that when using the Platform, you will not:
- Delete, modify, hack, or attempt to change or alter any of the Content or notices on the Platform;
- Use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Platform, servers, or networks connected to the Platform or take any other action that interferes with any other person’s use of Platform;
- Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Platform for any reason;
- Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Platform is based;
- Introduce into the Platform any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm the Platform or Content, or perform any such actions;
- Introduce into the Platform any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person;
- Use any Content made available through the Platform in any manner that misappropriates any trade secret or infringes or violates any copyright, trademark, patent, other intellectual property rights of a third party, rights of publicity or privacy, or other right of a third party;
- Access or attempt to access any other person’s information or content;
- Send any chain letters, junk mail, unauthorized e-mail, or advertisements;
- Encourage any illegal activities, or post anything that is obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity;
- Decrypt, transfer, frame, display, or translate any part of the Platform;
- Connect to or access any of our computer systems or networks without authorization; or
- Use the information in the Platform to create or sell a similar service or provide similar information.
Any violation of the above may be grounds for termination of your account or right to access and use the Platform. Goodlife reserves the right to take appropriate legal action, including but not limited to, referral to law enforcement, for any use that we deem in our sole discretion to be an illegal or unauthorized use of the Platform. We will cooperate fully with any law enforcement agency or officials in the investigation of any user who violates these Terms.
6. Your Content
Any information, comments, postings, text, images, messages, files, and/or other materials you post, transmit through, or link from the Platform (collectively, “Your Content”) are your sole responsibility. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OR ANY ACTIVITIES ASSOCIATED WITH ANY OF YOUR CONTENT. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON YOUR CONTENT OR OTHER CONTENT YOU FIND ON THE PLATFORM ARE SOLELY YOUR RESPONSIBILITY. Under no circumstances will we be liable in any way for Your Content or for any loss or damage of any kind incurred as a result of the use of any of Your Content made available on the Platform.
We do not pre-screen or approve Your Content and we have no obligation to monitor Your Content. However, we reserve the right to review, modify, monitor, distribute, remove, or delete any of Your Content at our sole discretion. We reserve the right at all times and in our sole discretion to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process, or governmental request or to edit, refuse to post, or to remove any information or materials, in whole or in part.
Without limiting the generality of the foregoing, in regards to Your Content, you may not use the Platform in any way that:
- Is obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity;
- Infringers or violates our, or any third party, proprietary or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential proprietary information, or use trademarks or service marks in an infringing fashion;
- Shares photos or video of any third party without their express, written permission. By uploading, transmitting, or posting any photo or video on or through the Platform, you represent and warrant that you have express, written permission from all persons appearing in the media for all of our potential uses of such media;
- Advertises or solicits business, or uploads, posts or transmits chain letters, pyramid schemes, or bulk e-mail lists or uploads, posts, or transmits the same posting more than once.
- Collects personal or otherwise identifying data about other users for any reason whatsoever;
- Involves any commercial advertisements or solicitations for conduct or services that would in any manner constitute threatening, harassing, harmful, or abusive behavior;
- Engages in or furthers any fraudulent, abusive or otherwise illegal activity, including but not limited to, storing illegal material or selling counterfeit or stolen items;
- Could cause us, or any other third party, to violate any applicable law, statute, ordinance, rule or regulation.
By uploading, transmitting, or posting Your Content, you grant to us a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, make derivative works from, post, transmit, and distribute Your Content in its entirety or in part. YOU AGREE TO INDEMNIFY US AND OUR AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM YOUR CONTENT OR ANY SIMILAR MATERIALS OR ANY FAILURE BY YOU TO COMPLY WITH THIS SECTION.
You may be required to register with an email address and create a password to access the some of the Platform. If applicable, you shall comply at all times with this Section 7. You will be asked to complete registration by taking certain steps, and you agree to take those steps to complete registration as required by us. You may not use a name, email, or phone number of another person or entity with the intent to impersonate that person. You shall provide us with accurate, complete and updated account information. It is your sole responsibility to update your account information as necessary. You will protect the confidentiality of your password and account information and are responsible for maintaining the confidentiality of such. You will not: (i) use another user’s credentials to obtain copies of or access the Platform; or (ii) use your Account to download unauthorized copies of, or grant others access to, the Platform. Any failure to comply with this provision may result in immediate termination of your account. Goodlife reserves the right to refuse registration of or cancel your account in our sole discretion.
8. Access through Mobile Devices
Your contract with your mobile network provider (“Mobile Provider”) will continue to apply if you access or use the Platform on your mobile, handheld device (“Mobile Device”). You understand that your Mobile Provider may charge you fees for your use of its network connection services while accessing or using the Platform, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES.
9. Third Party Websites and Advertising
The Platform may contain links to third party websites and advertising (“Third Party Sites ”). These links are provided only as a convenience to you and not as an endorsement by us of any of the content on such Third Party Sites. We do not control the Third Party Sites and are not responsible nor we will be held for liable for any of their content, products or services. You should take precautions when downloading files from Third Party Sites to protect your computer from viruses and other destructive programs. If you decide to access any Third Party Sites, you do so at your own risk. We strongly recommend that you review the Terms and conditions and privacy policies of any Third Party Sites you may visit from our Platform.
10. Your Privacy
11. System Unavailability
There may be times when the Platform is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Platform will always be available or is completely free of human or technological errors. WE WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES THAT RESULT FROM THE PLATFORM NOT BEING ACCESSIBLE 24/7 OR FROM ANY ERRORS THAT MAY EXIST ON THE PLATFORM.
The Platform may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We will not be liable or responsible for any typographical mistakes, omissions or inaccurate or incomplete information provided on the Platform. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Platform or any information supplied to you via the Platform, or that files available through Platform are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
You must provide the equipment and Internet connections necessary to access the Platform at your own expense unless expressly stated in another agreement between you and Goodlife. We do not guarantee that the Platform will operate with your computer, Mobile Device, internet service plans, or Mobile Provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.
14. Disclaimer of Warranties
THE PLATFORM, ANY INFORMATION THEREIN, AND OUR CONTENT (COLLECTIVELY, THE “SYSTEM”) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DO NOT WARRANT, GUARANTEE OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE, MISUSE OR THE RESULTS OF YOUR USE OR MISUSE OF THE SYSTEM; (II) ANY ADVICE ON THE SYSTEM; OR (III) ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SYSTEM. WE DO NOT PROMISE THAT THE SYSTEM WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GOODLIFE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY, GUARANTEE OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT.
15. LIMITATION OF LIABILITY
We are not responsible for any damages to you or anyone filing suit on your behalf for any reason.
TO THE FULLEST EXTENT UNDER APPLICABLE LAW, GOODLIFE’S AND ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST (COLLECTIVELY, THE “GOODLIFE PARTIES”) TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER OR RELATED TO THESE TERMS AND THE SERVCES PROVIDED IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING ONE HUNDRED ($100) USD. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. THE GOODLIFE PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM WILL BE TO STOP USING THE PLATFORM.
You agree to defend, indemnify and hold harmless the Goodlife Parties from and against all claims, actions, demands and expenses, including, without limitation, reasonable attorneys’ and accounting fees, arising from or related to (i) your use or misuse of our Platform; (ii) your violation of this Agreement; (iii) Your Content that you provide through the Platform; (iv) your violation of any applicable law or the rights of any third party, including but not limited to privacy and intellectual property rights; and (v) your negligence or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests in assisting our defense of such matter.
17. Your Representations and Warranties
If you are accepting this Agreement on behalf of yourself, an individual, you represent, warrant, and covenant to us that (i) you are an individual at least 13 years old; (ii) you are of legal age to form a binding contract or have your parent or legal guardian’s permission to do so; (iii) any and all registration information you submit is current and correct and that you will maintain the accuracy of such information; (iv) you are legally permitted to use and access the Platform and take full responsibility for your access, selection, and use of the Platform; and (v) you will use this Platform according to the terms and conditions of this Agreement.
If you are accepting this Agreement and using this Platform on behalf of another company or entity, you represent and warrant that (i) it is a properly organized business entity, in good standing in the locations where it operates or conducts business, and has the corporate power and authority to enter and perform its obligations under this Agreement, in accordance with all applicable law and its articles of incorporation, bylaws, and/or other governance documents; (ii) it has obtained all required consents, licenses, approvals and/or permission to authorize it to enter and perform and its obligations under this Agreement; (iii) it and its performance of its duties under this Agreement shall no way conflict with or violate any applicable law and any other agreement of it; (iv) you have the full and complete authority to bind the entity, and that the entity shall be bound by this Agreement; and (iv) all information you provide to us in connection with this Agreement or your use of the Platform, including but not limited to personal information, is current and correct, and that you will maintain the accuracy of such information.
18. Your Compliance with Applicable Laws
We make no claims concerning whether the Content may be downloaded or viewed, or is appropriate for use outside of the United States. If you access the Platform or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
19. Agreement to Arbitrate
All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Platform shall be resolved by final and binding arbitration to be held in the English language in the Greater Kansas City area, pursuant to the rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part, of this Agreement is void or voidable. Further, if you are located outside of the United States, we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other appropriate country.
Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in the state or federal courts sitting in Johnson County, Kansas, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
20. Copyright Infringement
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Platform infringe your copyright, and that the use of such materials is not fair use, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Your request must include the following information per Section 512(c)(3) of the DMCA:
- Your contact information (or the contact information of an agent who is authorized to act on your behalf), including name, email address, physical address, and telephone number;
- A description of the work being infringed;
- The allegedly infringing piece of content (if possible, a specific URL);
- A statement affirming that, under the penalty of perjury, you have a good faith belief that the use of the described material in the manner complained of is not authorized by the copyright owner, its agent, or by operation of law;
- A statement affirming that, under the penalty of perjury, that the information in the notice is accurate, and that you are authorized to act on behalf of the copyright owner; and
- Your physical or electronic signature (or the physical or electronic signature of an agent who is authorized to act on your behalf).
DMCA copyright notices and counter notices should be sent to firstname.lastname@example.org.
These Terms remain in effect until the earlier of (i) the date which you or we terminate your use of the Platform or your account, if applicable; or (ii) the date we cease provision of the Platform. We may terminate or suspend your access to the Platform (and/or any feature thereof) or your membership at any time, for any reason, without warning, and in our sole discretion, which may result in the forfeiture and destruction of all information associated with your account (if applicable). You may terminate your use of the Platform at any time by following the instructions provided on the Platform. Upon termination of your use, access or account, whether by us or you, your right to access and use the Platform and any Content will immediately cease.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform or the Content at any time and for any reason without prior notice or liability to you. We reserve the right to change, suspend, or discontinue all or any part of the Platform or the Content at any time without prior notice or liability.
As we develop our business, we might sell or buy businesses or assets. In connection with a corporate sale, merger, reorganization, dissolution or similar event, we may assign or transfer this Agreement to the person or entity acquiring the applicable assets or succeeding to the applicable business. In the event of any such transaction, this Agreement shall remain in full force and effect and shall be binding on you and any such successor and/or assign.
The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of the Agreement, for any reason, is declared to be unenforceable, that provision shall be construed, limited, modified, or if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver of any breach or default hereunder shall be effective against us unless made in writing, nor shall any such waiver be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be governed by the laws of Kansas without regard to conflicts of law principles. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. You shall not assign this Agreement, or any of the rights or obligations hereunder without the prior written consent of Goodlife. Assignments made in violation of this Section 21 will be null and void and of no force or effect. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
If you have any questions concerning this Agreement, please contact us by email at email@example.com or at Goodlife Innovation, Inc., 11627 W. 79th Street Lenexa, KS 66014.