GoodGuide User Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES AVAILABLE FROM GOODGUIDE. BY USING THE SERVICES OR OTHERWISE ACCESSING THE SERVICE SITES, YOU ACCEPT AND AGREE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT APPLY TO YOU. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE OR ACCESS THE GOODGUIDE PORTIONS OF THE SERVICE SITES. GOODGUIDE’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY GOODGUIDE, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

GoodGuide, Inc. (“GoodGuide”) owns and operates the websites, mobile applications, API’s, trade- service- and certification-marks and badges, and other services (the “GoodGuide Services” or “Services”) available at www.GoodGuide.com, through the iPhone and other mobile application sites and stores, and all linked pages (the “GoodGuide Sites" or “Sites”), and makes them available to you (“Subscriber”) under the following terms and conditions:

1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, GoodGuide may provide the GoodGuide Services, as described more fully on the GoodGuide Sites, solely for Subscriber’s own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, the rankings and ranking system for products and companies (the “GoodGuide System” or “System”), any and all content about the rankings products and companies or otherwise used or generated by the System (the “GoodGuide Content” or “Content”), and the API that GoodGuide may make available to allow Subscriber to embed a badge on a page on Subscriber’s website in connection with a particular ranking of a product, which badge may consist of one or more trade-, service- or certification-marks owned by GoodGuide (the “GoodGuide Badge” or “Badge”) on or through the Sites. GoodGuide may change, suspend or discontinue the Services or operation of its portion of the Sites at any time, including the availability of any feature, database, or content, including, without limitation, the System, Content, or Badge. GoodGuide may also impose limits on certain features and services or restrict Subscriber’s access to parts or all of the Services without notice or liability. GoodGuide reserves the right, at its discretion, to modify this Subscriber Agreement at any time by posting a notice on the applicable GoodGuide Sites, or by sending Subscriber a notice via email or postal mail. Subscriber shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by Subscriber following such notification constitutes Subscriber's acceptance of the terms and conditions of this Subscriber Agreement as modified.
   
   Subscriber certifies to GoodGuide that if Subscriber is an individual (i.e., not a corporation) Subscriber is at least 18 years of age. Subscriber also certifies that it is legally permitted to use the GoodGuide Services and access the GoodGuide Sites, and takes full responsibility for the selection and use of the Services and access of the Sites. This Agreement is void where prohibited by law, and the right to access the Sites is revoked in such jurisdictions.
   
   Subscriber shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Sites or otherwise use the Services, including, without limitation, modems, hardware, software, cell phones, SMS and other messaging fees, and mobile, long distance or local telephone service. Subscriber shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.
   
   Subject to compliance with this Agreement, GoodGuide grants Subscriber 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. If Subscriber elects to use or incorporate the Badge as part of pages of Subscriber’s website, such use is further subject to the following:
   
   • Subscriber will not copy, distribute, modify or reverse engineer any part of the Badge, including without limitation the API.
   • Subscriber will not use the Badge for any commercial use without the prior written authorization of GoodGuide, including without limitation the sale of the Badge or accepting direct compensation for affixing or displaying the Badge (but this shall not prevent Subscriber from receiving advertising or other compensation generally on the pages where the Badge is affixed).
   • Each appearance of the Badge on a page of Subscriber’s website must be associated directly with a product that is ranked by the Badge. The Badge must appear close enough to the ranked product to leave no ambiguity as to which product is being ranked. The Badge must not be embedded or displayed in a manner that is deceptive or misleading as to the product being ranked, or as to the source of the Badge.
   • Neither the Badge nor the ranking it displays may be altered in any way.
   • The link back to the relevant GoodGuide Sites must remain operational and cannot be re-directed or disabled.
   • Subscriber will not store ratings displayed by the Badge but will use the API to access the current ratings each time the Badge is embedded and/or displayed.
     
2. GOODGUIDE CONTENT AND MARKS. All materials displayed or performed on or through the GoodGuide Sites (including, but not limited to rankings, text, graphics, articles, photographs, images, illustrations, audio clips and video clips) are part of the "Content" and protected by copyright. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.
   
   The GoodGuide Sites and all of the Services are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Subscriber may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this Section of the Subscriber Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.
   
   Subscriber may access the Content for personal use only, provided that Subscriber maintains all copyright and other notices contained in such Content. Subscriber shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from GoodGuide, or from the copyright holder identified in such Content's copyright notice. If you believe that any Content on the Sites or as part of the Services infringes rights that you own or have the right to assert, please follow our copyright and claims policy, located in the footer of the GoodGuide homepage at www.GoodGuide.com.
   
   Subscriber acknowledges and agrees that if Subscriber contributes any content to the Sites or Services, such content shall become part of the Content and GoodGuide property and Subscriber hereby assigns all rights, title and interests in and to such contributions to GoodGuide. Subscriber warrants, represents and agrees that it will not 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 Content from the Sites or the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if GoodGuide is concerned that Subscriber may have breached the immediately preceding sentence), or for no reason at all.
   
   All trade names, trademarks, service marks, logos, domain names and other distinctive brand features that GoodGuide makes available on the Sites or through the Services, including without limitation the Badge (the “GoodGuide Marks” or “Marks”) are the property of GoodGuide or its licensors.  You may use the Marks solely in accordance with the terms of this Agreement and for no other purpose whatsoever. Where appropriate (e.g., in use of the Badge) you shall provide proper attribution to GoodGuide as the owner of the Marks and as may be specified by GoodGuide from time to time in any Brand Guidelines set forth on http://www.goodguide.com.  Any goodwill from your use of the Marks shall inure only to GoodGuide. 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. 
   
3. RESTRICTIONS. Subscriber is responsible for all of its activity in connection with the Services and the Sites. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Subscriber’s right to use the Services or access the Sites. Subscriber 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 Sites or the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Sites, or any processes that run or are activated while the Subscriber is not logged in, including, without limitation, robots, spiders, or offline readers. You agree not to collect or harvest any ratings, product or Company information, or personally identifiable information from the Sites, Services or the System.
   
4. REGISTRATION AND SECURITY. As a condition to using certain Services, Subscriber may be required to register with GoodGuide and select a password and Subscriber name ("GoodGuide User ID"). Subscriber shall provide GoodGuide with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber's account. Subscriber 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. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's GoodGuide password. Upon termination of the Subscriber's account, Subscriber’s right to use the features of the Services and the Sites available only to registered users will immediately cease. 
5. WARRANTY DISCLAIMER. Subscriber accesses and uses the Services and Sites, including without limitation, the System, Content, Badge and Marks, at its own risk. IN PARTICULAR, THE SITES AND 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 AND SITES, INCLUDING WITHOUT LIMITATION THE SYSTEM, CONTENT, BADGE AND MARKS, 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.
   
   The Sites may contain, or direct Subscriber to websites, applications, content or other media containing information that some people may find offensive or inappropriate. GoodGuide makes no representations concerning the Sites or 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 Sites or the Services. While accessing the Sites or the Services, you may provide GoodGuide with information about yourself. GoodGuide will treat that information in accordance with its Privacy Policy, that can be found at http://www.goodguide.com/about/privacy.
   
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL GOODGUIDE BE LIABLE WITH RESPECT TO THE SITES OR SERVICES, INCLUDING WITHOUT LIMTATION THE SYSTEM, CONTENT, MARKS OR BADGE, (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF ANY FEES PAID BY SUBSCRIBER THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
7. 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 to the Sites immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Any licenses contained in this Agreement will terminate when the Agreement terminates. GoodGuide reserves the right to discontinue any of the Services, including without limitation the Badge, or any portion or feature thereof for any or no reason and at any time without liability. Upon any termination or notice of any discontinuance, Subscriber shall immediately stop using the affected Services and delete all Content in its possession or control. GoodGuide may terminate Subscriber’s right to use the Badge as part of a general termination of this Agreement, independent of other Services, or may elect to terminate use of the Badge in connection with a particular embedded use of the Badge on one or more pages of Subscriber’s website. Upon termination or discontinuation of the Badge, Subscriber shall remove all portions of the Badge, including without limitation the Marks, from the sites and pages where it embedded them. 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.
8. INDEMNIFICATION. Subscriber 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 Subscriber’s use of the Services and access to the Sites, including without limitation the System, Content, Badge and Marks or violation by such use or Subscriber’s contributions of Content of any third party right, including without limitation any copyright, property, or privacy right.
9. 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 sublicensable by Subscriber 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, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind GoodGuide in any respect whatsoever.