Terms of Use (effective October 1, 2016)

Welcome to the GoodGuide website (“Site”). The Site provides information to users, subject to the following terms of use (the “Terms”). Please read these Terms carefully before using the Site.

Acceptance of terms

By accessing and using the Site, you acknowledge that you have read and understood this agreement and that you accept and agree to be legally bound by the Terms. If you do not agree to these Terms, you should not access or use the Site.

Changes to terms

GoodGuide reserves the right to modify, amend, update, or delete these Terms at any time and for any reason without notice to you. Any such modifications, amendments, updates or deletions will be effective immediately upon posting to the Site, and we will note near the top of this page the date that such changes were made and/or when they become effective. Your continued use of the Site after such posting shall be deemed to constitute acceptance by you of the changes. Also, we may change or discontinue any aspect, service, online program or feature of or on the Site (collectively, the “Services”) at any time as we refine, add or remove features (e.g., content, availability, functionality, etc.).

How you may use the site

You agree to use the Site only for lawful purposes and as permitted by these Terms, and not to engage in any conduct that restricts or inhibits any other user from using or enjoying the Site. You shall not post on or transmit through the Site: any defamatory or abusive statements; statements that threaten the persons of others; advertising or other forms of solicitation; or statements that are bigoted, hateful, racially offensive, or that endorse or advocate illegal activity. You agree not to engage in any conduct in connection with your use of the Site that is anti-competitive, deceptive or otherwise in violation of any law including those governing competition or trade practices. You further agree not to tamper with the Site or its functionality. You shall not post or transmit any information, file or software that contains a virus, worm or any other potentially contaminating or destructive information, data or feature.

Suggestions submitted to goodguide through the site

By submitting ideas, suggestions, documents, and/or proposals (“Suggestions”) through suggestion or feedback pages, by email, or by phone or by otherwise providing Suggestions to GoodGuide, you acknowledge and agree that: (a) your Suggestions do not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to the Suggestions; © we may use or disclose (or choose not to use or disclose) your Suggestions for any purpose, in any way, in any media worldwide; (d) we may have something similar to the Suggestions already under consideration or in development; (e) your Suggestions automatically become our property without any obligation to you and you hereby assign to us all right, title and interest (including all intellectual property rights) in such Suggestions; and (f) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.

Intellectual property

The materials, information and other content contained on the Site (“Content”) are proprietary to and owned exclusively by us, affiliates and/or third parties. Without limiting the generality of the foregoing, we and/or our affiliates own copyright in the selection, coordination, arrangement and enhancement of such Content. This Content is protected under federal and state intellectual property laws and international treaties. You acknowledge that you do not acquire any ownership rights in the Content by use of the Site. We grant you a limited, revocable, non-exclusive and non-transferable license to use and display the Content only on your computing device and only for those limited purposes associated with your interaction with the Site. Except as expressly stated herein, you have no right to copy, download, display, perform, decompile, reverse engineer, reproduce, distribute, transmit, modify, create derivative works of, edit, alter or enhance any of the materials in any manner. You agree not to “frame” or “mirror” the Site, or any Content contained on or accessible from the Site, on or from any other server or device without our advanced written authorization. You also agree not to systematically retrieve data from, any part of the Site through any automated means (including use of scripts, bots or web crawlers) other than in connection with search purposes.
This limited license terminates automatically, without notice to you, if you breach any of these Terms. This limited license may also be terminated at any time in our sole discretion. You may also terminate this license at any time by ceasing to use the Site.

Trademarks and other intellectual property rights

GoodGuide and all related product and service names, design marks and slogans are proprietary trade names, trademarks, service marks and/or registered domain names. Other trade names, trademarks, service marks and domain names contained on the Site are the intellectual property of their respective owners. Any product, process, or technology described in the materials on the Site may be the subject of other intellectual property rights owned by us or other parties and are not licensed hereunder. Unless otherwise expressly provided to you in writing by us, you are not granted any right or license to use any trade name, trademark, patent or other intellectual property right of ours, an affiliate or any other party.

Advertisements and promotions

GoodGuide may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. GoodGuide is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.

Links

For your convenience, the Site may include, or third parties may provide, links to other websites or resources. You acknowledge and agree that GoodGuide is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that GoodGuide shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Please read the terms of use policies of any other company or website you may link to from our website. If you decide to access any of the third party sites linked to the Site, you do so at your own risk. Furthermore, links do not imply that GoodGuide is affiliated or associated with the linked site, or that any linked site is authorized to use a GoodGuide or an affiliate mark.

Country specific restrictions

The Services are hosted by us from the United States. We makes no representation that the Site is appropriate or available for use at other locations outside of the United States. Access to the Site from territories where the Site's content is illegal is prohibited. If you access the Site from a location outside of the United States, you are responsible for compliance with all applicable laws. You may not use the Site or export information and materials in violation of the export laws of the United States or any other country.

Consent to monitoring and disclosure

We are under no obligation and do not assume any obligation to monitor the information residing on or transmitted to or from the Site. We undertake no obligation to determine whether your conduct during your use of the Site complies with applicable laws or regulations. However, you agree that we may in our sole discretion monitor the Site in connection with its operation in order to protect users of the Site and comply with applicable laws, regulations or requests from governmental authorities. Unless otherwise prohibited by applicable law, confirmed in writing by us, all information provided by you in connection with the Site shall be deemed not to be confidential, and we will not protect any such information from disclosure. We shall be free to use, disclose and distribute such non confidential information to third parties without any limitation.

Disclaimer of liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SITE, ITS CONTENT AND THE INTERNET GENERALLY. THE CONTENT PROVIDED ON THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (i) THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (ii) NON-INFRINGEMENT; (iii) THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iv) WITH RESPECT TO THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE. ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. NEITHER UL NOR ITS AFFILIATES WARRANT THAT THE CONTENT ON THE SITE OR ON THE INTERNET GENERALLY WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY SYSTEMS, SOFTWARE INFORMATION, OR OTHER MATERIAL ACCESSIBLE ON OR THROUGH THE SITE SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. WE AND OUR AFFILIATES DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION DISCLOSED ON THE SITE OR OTHER CONTENT ACCESSIBLE THROUGH IT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES, AND EACH OF THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, CONTENT PROVIDERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. THE SERVICES ARE NOT INTENDED TO BE USED FOR MEDICAL OR DIAGNOSTIC PURPOSES UNDER ANY CIRCUMSTANCES. PLEASE CONSULT YOUR MEDICAL AND OTHER PROFESSIONALS AS NEEDED.
INDEMNIFICATION

You agree to indemnify and hold GoodGuide and its affiliates, and each of their respective trustees, officers, employees, agents, contractors, partners, content providers and licensors harmless from any claim or demand made by any third party, and to pay as incurred all liability, losses, damages, and other costs associated with the same (including reasonable attorneys' fees), due to or arising out of: (A) Suggestions, product information or other information you submit, post, transmit, modify or otherwise make available through the Site; (B) your use of the Site; © your violation of these Terms; or (D) your violation of any rights of another.

Termination

We may terminate, limit or suspend your access to the Site at any time without notice to you. Grounds for such termination, limitation of access or suspension include without limitation: (A) breaches or violations of these Terms; (B) requests by law enforcement or other government agencies; © discontinuance or material modification to the Site (or any part thereof); (D) unexpected technical or security issues or problems; and/or (E) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in our sole discretion and that we shall not be liable to you or any third party for any termination of your access to the Site. All provisions of these Terms relating to intellectual property rights, privacy policy, representations and warranties, limitations of liability, and indemnification shall survive termination.

Governing law

These Terms will be governed by the laws of the State of New York, United States of America, without reference to its choice of law principles. Subject to the below dispute resolution provision, and without limiting its scope, you consent to the exclusive jurisdiction in the state courts and federal courts of competent jurisdiction in Albany County, New York or the U.S. District Court for the Northern District of New York, for any claims or disputes that are determined not to be subject to resolution by arbitration, as provided in the dispute resolution provision below.

Dispute resolution

By using this Site, you agree that: (1) any claim, dispute, or controversy You may have against us arising out of, relating to, or connected in any way with these Terms or the Site, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (2) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and us; (3) the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or our individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (5) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (6) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor we shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, you may visit the AAA website at http://www.adr.org.

Entire agreement

These Terms constitute the entire agreement between you and us with respect to the Services and Site and governs your use of the Site, superseding any prior version of these Terms between you and us with respect to the Services and Site. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect. For purposes of clarity, the Terms of Use located at http://www.ul.com/global/eng/pages/corporate/onlinepolicies/termsofuse/ do not apply to this Site.

Separate agreements

You may have other agreements with GoodGuide or affiliates (each, a “UL Entity” and, collectively, “UL Entities”) not relating to your use of the Site. Those agreements are separate and in addition to these Terms. These Terms do not modify, revise or amend the terms of any other agreements you may have with a UL Entity that do not relate to your use of the Site. Please review the terms of those other agreements as they govern your relationship with such UL Entity and additional services that may be provided to you.

Statute of limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Waiver and severability of terms

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.