Terms Of Use

By accessing the Goodrec, Inc. website (the “Website”), and using any services that may be made available to you there (collectively, “Services”) you agree to comply with and be bound by these terms of use (these “Terms”). You agree and understand that these Terms, the Website, and the Services may be modified by Goodrec from time to time without prior notice. Revised Terms will be posted to the Website. Your continued access and use indicates your acceptance of and agreement to be bound by any such modifications.

Who May Access the Website and Use the Services

You must be 21 years old, or at least the legal age to form a binding contract in your jurisdiction if that age is less than 21, to access the Website and use the Services.

Registration

You may be required to register as a “Registered User” in order to use certain Services. Any information provided by you in connection with your registration must be accurate and complete. Upon registration you will be issued a confidential password, which only you are entitled to use. You understand and agree that Goodrec may refuse to register anyone, and may revoke anyone’s registration at any time.

Use by Registered Users

Subject to compliance with these Terms, Registered Users may use the Website to post recommendations, business contact information, and product information (“Contributions”), as well as to solicit Contributions from, and share Contributions with other users of the Website. Registered Users may also use Services to search the Goodrec database for specific recommendations, business contact information and product information, forward recommendations to others, whether or not they are Registered Users, and invite others to become Registered Users. As a Registered User, you may be permitted to download and copy certain portions of information available on the Website for your own personal use. You understand and agree that unless specifically authorized in writing by Goodrec, you are not permitted to distribute any portion of the Website, or any information contained therein.

Policy Regarding Suspect Material

Goodrec reserves the right to remove or block access to any material or portion thereof that Goodrec believes in good faith to have been posted or provided illegally or improperly.

Restrictions on Your Rights to Access the Website and Use the Services

You agree that you will not (and you agree not to allow any third party to) do any of the following:

• modify, adapt, translate, or reverse engineer any portion of the Website or the Services;
• remove any copyright, trademark or other proprietary rights notices contained in or on the Website or the Services or in or on any content or other material obtained via the Website or the Services;
• access, retrieve or index any portion of the Website or the Services for purposes of constructing or populating a searchable database of business and a product recommendations;
• collect any information about other users (including usernames and/or email addresses) for any purpose other than to solicit and share recommendations with other users or Registered Users;
• reformat or frame any portion of the web pages that are part of the Website or the Services;
• create user accounts by automated means or under false or fraudulent pretenses;
• create or transmit unwanted electronic communications to other users of the Website or the Services or otherwise interfere with other user's enjoyment of the Website or the Services;
• transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
• use the Website or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are threatening or obscene;
• copy or store any content offered on the Website for other than your own use;
• use any device, software or routine that interferes with the proper working of the Website or the Services, or otherwise attempt to interfere with the proper working of the Website or the Services;
• take any action that imposes, or might impose, an unreasonable or disproportionately large load on our IT infrastructure;
• use the Website or Services, intentionally or unintentionally, to violate any local, state, national or international law; or
• collect or store personal data about other users in connection with the prohibited activities described above.

Contributions Posted by You on the Website

You are solely responsible for any Contributions you submit, publish or display on the Website or transmit to other Registered Users or other Website users.

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without first obtaining the written consent of the owner of such proprietary rights. You may not submit any Contributions or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.

You may not provide any Contributions that falsely express or imply that such Contributions are sponsored or endorsed by Goodrec.

You may not provide any Contributions that are unlawful or that promote or encourage illegal activity.

You understand and agree that Goodrec may review and delete any business listings (including business name, address, phone, fax, distance, rating, recommendation, quick tip) or product listing (rating, recommendation, description) or other Contributions that in the sole judgment of Goodrec violates these Terms or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users of the Website or the Services.

You are solely responsible for your ratings, recommendations and quick tips of businesses and products listed on Goodrec. Goodrec reserves the right, but has no obligation, to monitor disputes between you and any entity that you have reviewed.

You agree that you will only provide Contributions that you believe to be true and you will not purposely provide false or misleading information.

By posting Contributions on the Website, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, Goodrec, its contractors, and the users of the Website a non-exclusive, irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Contributions and to prepare derivative works of, or incorporate into other works, such Contributions. Notwithstanding the foregoing, you agree that Goodrec will have the exclusive right combine your Contributions with the Contributions of other Goodrec users for purposes of constructing or populating a searchable database of business reviews.

Disclaimers

THE WEBSITE AND THE SERVICES ARE PROVIDED BY GOODREC ON AN "AS IS" BASIS. WTHOUT LIMITING THE FOREGOING, GOODREC AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (I) THE OPERATION, AVAILABILITY, OR SECURITY OF THE WEBSITE OR THE SERVICES, OR (II) THE QUALITY, ACCURACY OR COMPLETENESS OF ANY CONTRIBUTIONS OR OTHER INFORMATION PRESENTED ON OR MADE AVAILABLE THROUGH THE WEBSITE OR THE SERVICES. GOODREC AND ITS LICENSORS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Ownership

The Website and the Services (including, but not limited to, all content contained therein) are protected by copyright as collective works or compilations. Except for the content submitted by Registered Users, Goodrec and its licensors are the sole and exclusive owners of all right, title and interest in and to the Website and the Services.

You agree that you will not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the Contributions, content, software, and/or materials available on the Website or via the Services, in whole or in part, except as expressly permitted by Goodrec.

Limitation of Liability

IN NO EVENT WILL GOODREC OR ITS LICENSORS LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION OR DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF IN ADVANCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. GOODREC'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS IN THE AGGREAGE, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE GREATER OF (i) THE AMOUNT YOU PAID, IF ANY, TO GOODREC FOR ACCESS TO THE WEBSITE AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $50.

You agree that bear all risks associated with your use of any Contributions or other information posted on the Website. Should you elect to engage in correspondence or commercial transactions with any third parties in connection with your use of the Website or the Services, you do so at your own risk. Goodrec assumes no responsibility, and will have no liability, for any such activity.

Indemnity

You agree to indemnify, defend, and hold harmless each of Goodrec and its officers, directors, employees, successors and assigns (collectively the “Indemnified Parties”) from and against all claims, suits, demands and actions brought against the Indemnified Parties or tendered to the Indemnified Parties for defense and/or indemnification (collectively “Claims”), and for all resulting damages, losses, costs, and liabilities (including reasonable attorney and professional fees) (collectively “Losses”) that result or arise from Claims, which in whole or in part, directly or indirectly arise out of or result from (i) your accessing the Website, (ii) your use of the Services, (iii) your violation of any of these Terms, or (iv) the infringement by you, or anyone using your account or password, of any intellectual property or other right.

General

If any dispute arises regarding Website or the Services, you agree that the dispute will be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction and venue in the state and federal courts in San Francisco, California. These Terms constitute the entire agreement between you and Goodrec regarding your use of the Website and the Services. The failure of Goodrec to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, such provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. These Terms include Goodrec's Privacy Policy, which is incorporated herein by reference.

Contact

Please contact us if you have any questions regarding these Terms.