Goodwell Referral Platform Service Terms of Service
Published: December 12, 2013
Last Updated: August 28, 2015
1. INTRODUCTION. We provide you access to this Goodwell Fitness Network (the "Network") to connect you with fitness events, sponsors and others who want to enable you to participate in one or more fitness events, congratulate you on your participation or attendance at a participating running, cycling, triathlon, skating or other event, show, game or performance, and introduce you to their products and services. This site is powered by the Goodwell Referral Platform Service, which includes online resources offered through one or more websites, communication tools and applications, along with related services provided by Goodwell Technologies, Inc. or our affiliates.
2. AGREEMENT. To use the Goodwell Referral Platform Service and this site, you must agree to and comply with these Terms of Service and all other policies, rules and documents referenced in it (together, the "Agreement").
3. DEFINITIONS. In this Agreement, (i) “we,” “us,” and “our” means Goodwell Fitness Network, Inc. or our affiliates; (ii) the “Service” means the Goodwell Fitness Network and Goodwell Referral Platform Service, including all information, materials and services included by us on it and all websites that we operate in connection with the Service (including publicly available websites as well as secure Network-related ones); (iii) “you” and “your” mean you and the company or other entity on behalf of which you are using the Service. Other paragraphs of this Agreement also include definitions for other terms used in this Agreement.
4. UPDATES AND NEW PROVISIONS OF AGREEMENT. We will post any updates, changes, or supplements to these Terms of Service or other parts of the Agreement on the Service, and you should check each time you use the Service to review the current terms of the Agreement. We will post the date of the last change to these Terms of Service at the top of these Terms of Service. If you would like, you can contact us pursuant to Section 18 (Notice) and we will identify the most-recent changes to these Terms of Service. The new or revised parts of this Agreement will become effective, and will be deemed accepted by you, after we initially post them and they will apply on a going-forward basis with respect to your activities related to the Service after the posting date. If you do not agree with the new or revised Agreement, you must terminate your use of the Service, which is your sole and exclusive remedy. Your continued use of the Service after we post new or revised parts of this Agreement means you accept the then-current Agreement in its entirety. The Service may also enable particular activities (e.g. sweepstakes) that are subject to additional terms and conditions. These additional terms and conditions will (i) be identified to you when you participate in the particular activity; and (ii) supplement and not replace this Agreement.
5. AGE AND HEALTH REQUIREMENTS. The Service is available only for use by adults 18 and older. If you are younger than 18, you may not use the Service. When you participate in an event or activity through the Goodwell Fitness Network, we want you to have fun and be safe! So, be sure to consult with your doctor before you decide to start or increase your personal fitness program, or participate in a new fitness event or activity.
6. SYSTEM REQUIREMENTS. In order to access the Service, you need to have access to a compatible computer or other device, to high-speed Internet access (fees may apply) and certain software (fees may apply). Your use of the Service may be affected by the performance of these elements. You acknowledge and agree that such system requirements may also change from time to time, and you are responsible for meeting them.
Communicating with Other Users. The Service may allow you to communicate with other users of the Service. Your communications must comply with this Agreement, including the general rules below and any additional rules that may be presented in connection with a particular communication feature.
- Be Respectful. You must treat other users with respect. You may not use inappropriate language (e.g., profanity, hate speech, slurs). You may not threaten, harass, stalk, or abuse others.
- Keep it Legal. You may not use the Service to promote illegal activity (e.g., disseminate defamatory, obscene, or infringing material, or promote illegal activity or cheating). You may not upload or post material protected by intellectual property laws, rights of privacy or publicity or other applicable laws unless you have ownership rights or appropriate rights to do so.
- Don’t Spam. You may not use the Service to “spam” others (e.g., distribute excessive or unwanted communication, promote or advertise other services or products, misrepresent your identity, distribute irrelevant or non-topical communication).
- You are Responsible. You are responsible for what you post. We are not responsible for what you post or communicate or its use by others. We are not responsible to monitor your communication. We may remove what you post, suspend all or part of your use of the Service, or terminate all or part of your use of the Service at any time and without notice if we determine that you’ve violated these rules.
8. REGISTRATION DATA ACCURACY. You agree to provide accurate, current and complete information required to register with or use the Service (“Registration Data”). We may terminate your right to use the Service if any information you provide us or other users is false, inaccurate or incomplete.
9. YOUR CONSENTS TO REGISTRATION DATA USE AND USE OF IMAGE.
You agree that we may store and use the data that you provide us during your registration for the Service, additional information that you may provide from time to time when using the Service, and information that we may obtain from other services (e.g., registration partners, race partners) (collectively included as, “Registration Data”), including billing information (if you provide any), for use and sharing with third parties as described in this Agreement.
- In general, we use Registration Data and other information collected from you to communicate with you and operate the Service.
- If you provide Registration Data through the Service and indicate you are interested in hearing from or providing data to one of the Network's events and sponsors (also referred to by us as “Network Participants”), you agree that we may provide your Registration Data (which includes information that personally identifies you) to the Network Participants. If we provide functionality in the Service that asks you to indicate which Network Participants you are interested in receiving communications or offers from, we may provide your name, email address and other contact information you provide us in your Registration Data to the particular Network Participants you indicate.
- Network Participants/sponsors may communicate with you through a series of text messages and/or emails. Each sponsor’s use of your Registration Data and any other information you make available to them is subject to the sponsor’s privacy policies, and you should review those policies before authorizing us to make your Registration Data available to that sponsor (including as part of authorizing us to share Registration Data with all Network Participants). We are not responsible for any communications or transactions between you and any sponsor to which we provide your Registration Data, or for their use of your Registration Data.
- You also agree that Goodwell may:
- Aggregate any survey responses and non-personally identifying information you provide with other information, including survey responses from other users, so that we can provide information to event sponsors and others regarding the demographics of and feedback from event participants and Service users (including you);
- If you indicate you are interested in hearing from us, contact you regarding your feedback and offers that you indicated your interest in.
- Send you reminder texts or emails regarding your registration, offers and future events unless and until you text or email "Stop".
- Standard text messaging fees may apply to text messages you send or receive in connection with the Service or any sponsors, depending on your cellular plan.
- Distribution of Offers. You understand that offers in connection with the Service may be available only to participants of the event, and you agree that, where such limits apply, you will not pass on information regarding those offers to non-participants.
- Security. You understand that the Service includes a security framework designed to allow you to use certain capabilities of the Service depending on the user rights granted to you by a Network Manager who is appointed by us or a Network Participant. These user rights will be available for you to review via the Service. All such rules may change from time to time without advance notice. As you use the Service, your Registration Data is stored by the Service. Goodwell may also review it to ensure your compliance with this Agreement. If you would like us to delete your Registration Data after you submit it, please email us at email@example.com. You will not access or attempt to access any area of the Service (including anyone else’s account) that you are not authorized to access. Violations of Goodwell’s system or network security, including in connection with violations of this Agreement, may result in civil or criminal liability.
- Interference with Service; Trespass. You will not engage in any activity in connection with the Service that interferes with, disrupts, damages, or accesses in any unauthorized manner the software, equipment and other technology that we use to provide the Service or any content or data stored on or accessible through the Service.
You agree that we may receive from you, receive from others, or take ourselves, images, videos and/or photographs of you participating in events related to the Service (e.g., a triathlon)(collectively, an “Image”). You agree that we have a royalty-free, worldwide right and license to use, publish and distribute the Image in any manner, method or medium in connection with the Service and you release us from any and all claims or demands in connection with our use. If you contact us, we will use reasonable efforts to stop all future use of your Image.
10. CHANGES TO AND SUSPENSIONS OF SERVICE; LIMITATIONS ON YOUR ACCESS. Goodwell reserves the right to change, suspend, remove, or disable access to the Service or any portion of the functionality or content thereof at any time with or without notice. In no event will we be liable for any such action. We may also impose limits on your use of or access to certain functionality or content within the Service with or without notice, and without liability.
11. INTELLECTUAL PROPERTY.
- Acknowledgment of Ownership. You agree that the Service, including but not limited to graphics, screen design, data structures, editorial content, and the software and other technology that we use to provide the Service, is proprietary to Goodwell and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with this Agreement. No part of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, create derivative works of, rent, lease, loan, sell or distribute the Service (or any part of it) in any manner unless you have our express written authorization.
- Copyrights. All copyrights in and to the Service, including all underlying software technology, are owned by Goodwell and/or its licensors, who reserve all rights except as expressly licensed under this Agreement.
- Trademarks. The Goodwell Logo, Goodwell Fitness logo and other Goodwell trademarks, service marks, graphics and logos used in connection with the Service are trademarks of Goodwell in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be trademarks of their respective owners. You are not granted any right or license with respect to any such trademarks.
- Trade Secrets. Your use of the Service may provide you with authorized access to confidential and proprietary information and materials of Goodwell and one or more Network Participants. You agree not to use the Service to circumvent the terms of this Agreement or in any other manner that is not consistent with the business purpose of the Service and its use in connection with the Network. Examples of such unauthorized uses of the Service include using the Service to engage in any activity with the purpose of circumventing any sponsorship or other activity supported by the Service.
- No Reverse Engineering. You agree not to attempt to, or assist another person to, circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any software, technology or other component used to provide the Service for any reason whatsoever, except to the extent (if any) permitted by applicable law notwithstanding the terms of this Agreement.
- ANY USE OF THE SERVICE EXCEPT AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT IS PROHIBITED AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND OTHER PROPRIETARY RIGHTS.
12. TERMINATION. Termination by Goodwell. Goodwell may: (i) terminate this Agreement and/or your account; and/ or (ii) suspend your access to the Service (or any part thereof) immediately upon determining in our sole discretion that you have breached this Agreement or infringed or otherwise violated any third parties’ rights or intellectual property. We do not have any obligation to give you prior notice of such a termination or suspension. Regardless of any termination or suspension of your access to or use of your account or the Service, you will remain liable for any and all amounts due in connection with the Service. Termination of the Service. Goodwell reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and Goodwell will not be liable to you or to any third party should it exercise such rights.
13. COMPLIANCE WITH LAWS. The Service is provided by Goodwell from facilities in the United States. You agree to comply with all applicable local, state, federal and national laws, statutes, ordinances, and regulations that apply to your use of the Service. Without limiting your obligations, you acknowledge that your use of the Service is subject to U.S. export laws and regulations, and that you must comply with all U.S. and other applicable export laws and regulations, including restrictions on destinations, end users and end use.
14. ENFORCEMENT OF THESE TERMS. We reserve the right to take any and all steps we determine are necessary or appropriate to enforce and/or verify compliance with this Agreement. This includes but is not limited to our right to cooperate with any legal process relating to your use of the Service, and/or to any third party claim in connection with your use of the Service. You agree that Goodwell has the right, without liability to you, to disclose any Registration Data or information related to your account or use of the Service to applicable law enforcement authorities and/or third parties if we determine such disclosure is required by applicable law or is reasonably necessary to determine compliance with this Agreement or enforce our rights under it.
15. NO RESPONSIBILITY FOR THIRD PARTY MATERIALS OR WEB SITES. The Service and websites and other content accessible through it include materials and websites of or controlled by third parties. You agree that Goodwell is not responsible for examining or evaluating the content, accuracy or other aspects of any such third party materials or websites. We do not warrant or endorse any third party materials or websites, and we do not have any responsibility or liability for any other materials, products, or services of third parties that may be available through or promoted via use of the Service.
16. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY AND REMEDY
- YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING AS TO THE OPERATION OF THE SERVICE OR ANY INFORMATION, CONTENT, MATERIALS, SOFTWARE, SERVICES OR PRODUCTS INCLUDED ON, DOWNLOADABLE FROM OR OTHERWISE ACCESSIBLE VIA THE SERVICE. THE FOREGOING DISCLAIMER INCLUDES WITHOUT LIMITATION A DISCLAIMER OF ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SUCH EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
- b. WITHOUT LIMITING THE GENERALITY OF THE PREVIOUS PARAGRAPH, GOODWELL DOES NOT WARRANT THAT THE SERVICE WILL BE FREE FROM VIRUSES, CORRUPTION, ATTACK, MISUSE, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND GOODWELL DISCLAIMS ANY LIABILITY RELATING THERETO. YOU ARE SOLELY RESPONSIBLE FOR SAVING (INCLUDING BACKING UP) THE SYSTEM YOU USE TO ACCESS THE SERVICE, AND ALSO ANY CONTENT YOU DOWNLOAD VIA THE SERVICE AND ANY INFORMATION RELATED TO YOUR USE OF THE SERVICE THAT IS STORED IN YOUR SYSTEM.
- c. GOODWELL DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNTERRUPTED OR ERROR-FREE. YOU AGREE THAT FROM TIME TO TIME GOODWELL MAY REMOVE THE SERVICE FROM AVAILABILITY FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU.
- d. IN NO CASE WILL GOODWELL, ITS DIRECTORS, OFFICER, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), ARISING FROM YOUR USE OF THE SERVICE OR ANY CLAIM RELATED TO THIS AGREEMENT (INCLUDING GOODWELL’S ENFORCEMENT OF THE TERMS OF THIS AGREEMENT), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, GOODWELL’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
- e. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GOODWELL (WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHER THEORY), ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, EXCEED $10.00.
17. INDEMNITY. You agree to indemnify and hold Goodwell and our directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this Agreement, your use of the Service, or Goodwell’s exercise of its rights under this Agreement.
18. NOTICES. We may send you notices with respect to the Service by sending an email message to the email address listed in your Registration Data, by sending you a letter via postal mail to the contact address listed in your Registration Data, and/or by a posting on the Service. Notices will be effective upon our posting them on the Service or, in the case or email or letter notices, upon your receipt of them, unless the notice specifies a different effective date. You agree that this electronic document and any other electronic notice or other communication that we provide to you meets any legal requirement that such communication be in writing. You may contact us regarding these Terms of Service via email at firstname.lastname@example.org, or write us at:
Goodwell Fitness Network, Inc.
2018 156th AVE NE
Bellevue, WA 98007
19. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement will be construed and enforced in accordance with the laws of the State of Washington, excluding conflicts of law rules. You agree that exclusive jurisdiction for any claim or dispute with Goodwell or its affiliates, or relating in any way to your use of the Service, will be in the courts seated in King County, Washington, or the United States District Court for the Western District of Washington, and you irrevocably consent to exclusive jurisdiction of and venue in such courts and waive any argument of forum non conveniens in respect thereto, except that you further agree that Goodwell may seek and, if granted, obtain immediate equitable or injunctive relief in connection with breaches of this Agreement from any court of competent jurisdiction.
20. MISCELLANEOUS. This Agreement constitutes the entire agreement between you and Goodwell governing your use of the Service, and supersedes any prior agreements between you and Goodwell on this subject matter. For the avoidance of doubt, Referral Agreements are separate and binding legal agreements that are not superseded or modified by this Agreement. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a many consistent with applicable law to reflect, as nearly as possible, the original intent of the parties, and the remaining portions will remain in full force and effect. Our failure to enforce any right or provision in this Agreement will not constitute a waiver of such provision or any other provision of this Agreement. Goodwell will not be responsible for any failure to fulfill its obligations due to causes beyond its control. Goodwell and you are independent contractors, and this Agreement does not create any agency, partnership, joint venture, franchise, sales representative, or employment relationship between us.
21. AUTHORITY TO ENTER INTO AGREEMENT. If you are agreeing to be bound by this Agreement on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Service on behalf of your employer or another entity.