New Account – Terms and Conditions

SERVICES AND SUPPORT

Subject to the terms and conditions of this Agreement, MyGoodr will use commercially reasonable efforts to provide the Services described in Schedule A and support services, through electronic mail or telephone, in accordance with MyGoodr’s standard practice.

The parties acknowledge that Client may make available certain data to MyGoodr (the “Data”).  Client grants MyGoodr a non-exclusive, royalty-free perpetual license to use the Data for purposes associated with this agreement and to aggregate the Data with other data for purposes of analysis and ongoing product development.

RESTRICTIONS & RESPONSIBILITIES

Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; or remove any proprietary notices or labels. Client acknowledges that this Agreement grants it no right, title or interest in the Software except as expressly set forth in this agreement.

Client represents, covenants, and warrants that Client will use the Services only in compliance with this Agreement and all applicable laws and regulations.    Client hereby agrees to indemnify and hold harmless MyGoodr against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any third party claim or action that arises from a violation of the foregoing or otherwise from Client’s misuse of Services.

Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services.

Client shall not knowingly (i) use the Services in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any of our computer systems (ii) interfere with any other party’s use and enjoyment of the Service; (iii) upload, post, or otherwise transmit any material that contains software viruses or any other malicious computer code; (iv) attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for the Service; use any robot, spider, other automatic software or device, or manual process to monitor or copy information from the Service; access the Service for any malicious or destructive purpose (v) remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

CONFIDENTIALITY

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business, including information relating to the Services and Software (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, (ii) not to divulge to any third person any such Proprietary Information, and (iii) to use such Proprietary Information only for the purposes of carrying out this agreement.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Notwithstanding the foregoing, MyGoodr may use any data it acquires through the provision of the Services for ongoing product development.

TERMINATION

Subject to earlier termination as provided below, this Service Agreement is for the Initial Service Term as specified in the Order Form.

Either party may terminate this Service Agreement as specified in the above Schedule A.

All sections of this Agreement that by their nature should survive termination will survive, including without limitation, confidentiality, warranty disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

MyGoodr shall use commercially reasonable efforts to maintain the Services in a manner that minimizes errors and interruptions in the Services.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by MyGoodr or by third-party providers, or because of other causes beyond MyGoodr control. MYGOODR PROVIDES THE SERVICES “AS IS” AND DISCLAIMS WARRANITES FOR PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, AND DELAYS; WARRANTIES THAT ACCESS TO ANY PRODUCT WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR FREE; WARRANTIES AS TO THE LIFE OF ANY URL OR THIRD-PARTY WEB SERVICE; AND WARRANTIES WITH REGARD TO ANY CONTENT OR SOFTWARE THAT HAS BEEN MODIFIED IN ANY WAY BY ANYONE OTHER THAN, AND WITHOUT THE EXPRESS APPROVAL OF, MYGOODR.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF $1,000 OR THE FEES PAID BY CLIENT TO MYGOODR FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sub-licensable by Client except with MyGoodr’s prior written consent.  MyGoodr may transfer and assign any of its rights and obligations under this Agreement without consent.  The 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 waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by mail or other physical delivery service; when receipt is electronically confirmed, if transmitted by facsimile or e-mail.  This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties agree to Utah Superior Court for the County of Salt Lake as the exclusive forum and venue for all disputes.