GoodGuide User Agreement (Last Modified October 28, 2011)

User Agreement

Please read this agreement carefully before using GoodGuide. GoodGuide offers products and services through our website at goodguide.com as well as our browser toolbars, mobile applications, APIs, and trade- service- and certification-marks (the “Services”). The Services include ratings of products and companies generated using the GoodGuide ranking system (the “System”), as well as any and all content generated by the System (the “Content”).

By using our Services, you (the “User”) accept and agree that the following terms and conditions apply to you. You may not use Services if you are not of a legal age to form a binding contract and otherwise capable of entering into this agreement. If you do not agree to all the terms and conditions of this agreement, please do not use or access the Services.

Availability of the Services

Subject to the terms and conditions of this Agreement, the Services are provided for your personal use and may not be used for any commercial purposes. Subject to compliance with this Agreement, GoodGuide grants User a limited, non-exclusive, non-transferable right and license to use the Services in accordance with this Agreement and any documentation or instructions made available with the particular Service. Any rights not granted hereunder are expressly reserved.

GoodGuide may change, suspend or discontinue the Services or any portion thereof at any time, including the availability of any feature or type of content. GoodGuide may also impose limits on certain features or services or restrict User's access to parts or all of the Services without notice or liability.

You are responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, and use the Services.

GoodGuide Content and Marks

All materials displayed on or provided through the GoodGuide Services (including, but not limited to rankings, text, images, and video clips) are part of the Content and are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright law. User shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services. The trade marks, service marks, logos, domain names and other distinctive brand features associated with GoodGuide and provided through the Services (the “Marks”) are the property of GoodGuide. You may use the Marks solely in accordance with the terms of this Agreement and for no other purpose whatsoever.
Unless authorized by a separate written agreement with GoodGuide, User may not participate in the sale of or create derivative works based on any of the Content or Services in whole or in part. User may reproduce the Content or provide access to the Services for noncommercial use only, provided that User maintains all copyright and other notices contained in such Content. User shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than noncommercial use is expressly prohibited without prior written permission from GoodGuide, or from the copyright holder identified in such Content's copyright notice. Where appropriate (e.g., when reproducing Content obtained via the GoodGuide API), User shall provide proper attribution to GoodGuide as provider of the Services and the owner of the Marks, following any brand guidelines set forth goodguide.com. You shall not at any time challenge or assist others to challenge the GoodGuide Marks or their registration or attempt to register any trademarks, marks or trade names confusingly similar to them.

If you believe that any Content provided by the Services infringes rights that you own or have the right to assert, please follow our copyright and claims policy.

User acknowledges and agrees that if User contributes any content to the Services (e.g., product reviews), such content shall become part of the Content and GoodGuide property and User hereby assigns all rights, title and interests in and to such contributions to GoodGuide. User agrees not to contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party. GoodGuide reserves the right to remove any user-contributed Content from the Services at any time, for any reason.

Authorization for GoodGuide

GoodGuide's Services include a purchase history analyzer, which provides ratings of the products that you have purchased at specified retailers, In order to use this feature of our Services, you must provide your user name and password for selected third-party websites (“Account Credentials”). GoodGuide shall use such Account Credentials solely for the purpose of obtaining your purchase history from a retailer and providing you with our analyzer service. You expressly authorize GoodGuide to access your purchase history at the selected websites, on your behalf as your agent. When you use the “Add Accounts” feature of the purchase history analyzer, GoodGuide will submit information including usernames and passwords that you provide to log into the specified website(s) and retrieve your purchase history in order to rate your purchases. You hereby authorize and permit GoodGuide to use and store information obtained via this process to accomplish the foregoing. When you remove an account from the purchase history analyzer, GoodGuide will delete relevant Account Credentials and cease retrieval of purchase histories from that retailer.

Restrictions

User is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of User's right to access or use the Services. User may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any GoodGuide user. Use of the Services to violate the security of any computer network or transfer or store illegal material including those that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. You agree not to collect or harvest any ratings, product or company information, personally identifiable information, or Content from the GoodGuide Services or System.
Registration and Security

As a condition to using certain Services or features of certain Services, User may be required to register with GoodGuide and select a password and user name (“GoodGuide User ID”). GoodGuide will treat your registration information in accordance with its Privacy Policy. User may not (i) select or use as a GoodGuide User ID a name of another person with the intent to impersonate that person; or (ii) use as a GoodGuide User ID a name subject to any rights of a person other than Subscriber without appropriate authorization. GoodGuide reserves the right to refuse registration of, or cancel a GoodGuide User ID in its discretion. User shall be responsible for maintaining the confidentiality of User's GoodGuide password. Upon termination of the User's account, User's right to use the Services or features and functionality of the Services available only to registered users will immediately cease.

Warranty Disclaimer

User accesses and uses the Services at its own risk. IN PARTICULAR, 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. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

GoodGuide makes no representations concerning the Services, and GoodGuide will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

Limitation of Liability

In no event shall GoodGuide be liable with respect to the Services (1) for any amount in the aggregate in excess of any fees paid by User therefor; or (2) for any indirect, incidental, punitive, or consequential damages of any kind whatsoever.

Modifications

GoodGuide reserves the right, at its discretion, to modify this User Agreement at any time by posting a notice on the applicable Service, or by sending User a notice via email or postal mail. User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by User following such notification constitutes User's acceptance of the terms and conditions of this User Agreement as modified.

Termination

Either party may terminate the Services at any time by notifying the other party by any means. GoodGuide may also terminate or suspend any and all Services and access thereto immediately, without prior notice or liability, if User breaches any of the terms or conditions of this Agreement. Any licenses contained in this Agreement will terminate when the Agreement terminates. Upon any termination or notice of any discontinuance, User shall immediately stop using the affected Services and delete all Content in its possession or control. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

Indemnification

User shall defend, indemnify and hold harmless GoodGuide and its officers, directors, employees and agents, from and against any and all third party claims, damages, losses or liabilities, including reasonable costs, expenses and attorney's fees, arising from User's use of and access to the Services, or violation by such use or User's contributions of Content of any third party right, including without limitation any copyright, property, or privacy right.

Miscellaneous

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by User except with GoodGuide's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind GoodGuide in any respect whatsoever.