Effective Date – August 2018
ARBITRATION NOTICE AND CLASS ACTION WAIVER
IMPORTANT NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION“ SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND GOODMOOD PBC WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDINGS.
GoodMood PBC’s (hereinafter “GoodMood”) mission is to connect the world through applications and games and provide relaxation services through its meditational content. We deliver fun, social entertainment experiences and relaxation services / self-improvement ideas to people around the world.
Please note that “GoodMood,” or “we,” “our,” or “us” in these Terms of Service means GoodMood PBC and all other Affiliate entities. GoodMood PBC is located at 3511 Silverside Road, Suite 105, Wilmington, Delaware 19810. In all cases, “GoodMood,” “we,” “our,” or “us” includes agents, consultants, employees, officers, and directors.
“Account” means an account you create on our Platform.
“GoodMood Association Rules” means the rules that govern your interaction and communication with our Platform and other GoodMood’s users.
“Miscellaneous Terms” means any other rules related to specific services and which apply to your use of those specific services and state they are part of these Terms such as platforms and APIs, applications for mobile devices, forums, contests, subscriptions or loyalty programs that we may publish.
“Special Deals” mean any special programs, including offers, excursions, and special gifts that GoodMood may offer to certain eligible users from time to time.
“Platform” means our services, games, content, applications, www.goodmood4u.com,
other domains or websites operated by GoodMood, products including meditation content.
“Terms of Service” or “Terms” means the terms of service described in this document.
“User Content” means all the data that you create, upload, generate or transmit on or through the Platform including but not limited to your profile picture, your in-game art or other content authored or designed by you and your in-game text or video chat.
“Virtual Items” means virtual currency and virtual in-game items. Virtual currency includes without limitation cash, tokens, virtual coins, or points, all for use in the Platform.
“Affiliate Entities” means GoodMood’s subsidiaries, parent companies, joint ventures, and other corporate entities under common ownership and their agents, consultants, employees, officers, and directors. It also includes GoodMood’s and its affiliate entities third-party content providers, distributors, licensees, or licensors.
2. CHANGES TO THESE TERMS
GoodMood reserves the right to change, modify, add, or remove portions of the Terms of Service at any time and at its sole discretion. The amended Terms of Service may be posted on GoodMood’s Platform. Any material changes may also be additionally notified through an e-mail message or messaging within the Platform. All the changes will be effective when posted, unless we state otherwise. Any new versions of these Terms of Service and other policies, rules or codes, will be accessible at www.goodmood4u.com or from within the Platform. In the event that you continue to use the Platform after the changes are posted, you automatically agree that the changes apply to your continued use of the Platform.
No changes can be made to the Terms of Service unless a written amendment is signed by you and GoodMood.
In the event of a dispute, the Terms of Service version applicable would be the version in effect at the time GoodMood received actual notice of the dispute.
3. ACCOUNT INFORMATION AND SECURITY
You agree and confirm that all the information you provide will be complete and up-to-date especially your contact details.
GoodMood will not be responsible for maintaining the security of your Account and such responsibility lies entirely with you. We do not recommend you to share your personal and Account details with anyone else except yourself or allow anyone else to use or access your Account. All acts performed through your Account will be treated as being performed by you only and hence you fully accept the responsibility for all acts committed or done using your Account, whether or not authorized by you, including any purchases made using any payment method registered or authorized by you (for example, credit card). In case someone else uses your Account and any losses occur to GoodMood or any other user of the Platform, you will be held fully liable for any such losses incurred by GoodMood or any other user of the Platform.
GoodMood expects to be informed immediately in case you become aware of any actual or suspected theft, loss, fraud, or any unauthorized use of your Account or password.
4. USING OUR PLATFORM
Who can use our Platform
GoodMood wants everyone to use the Platform, however, there are certain restrictions on who can can use our Platform.
You may not use our Platform:
You represent and confirm that your legal guardian has reviewed and agreed to these Terms of Service, if you are under the age of 18, or under the age of majority where you are located.
Additional Important Rules and Terms
You are required to follow the GoodMood Association Rules and all other Miscellaneous Features that may apply whenever you use our Platform. In addition to these Terms, please read the additional rules and terms as they are important and will be applicable accordingly. You are required to comply with any third party’s terms of service as well as these Terms in the event you access or download GoodMood’s Platform from the third party’s network or platform.
Accessing our Platform
In order to access our Platform or to create an Account with us, an account will be required with a social network, like Facebook, and, in case you are using our mobile Platform, you need to have an account with the company that provides your mobile applications, like an Apple iTunes account. For receiving and using GoodMood’s Platform, you will be required to update third-party software from time to time.
GoodMood will only provide the Platform. To download and use the Platform, you will provide the equipment such as computer, phone, tablet, etc. and pay any necessary fees to connect to the app stores and Internet, and for data or cellular usage.
You agree that GoodMood’s Platform is not designed, intended, or implied to diagnose, treat or prevent any condition or disease, or to ascertain the state of your health, or to be a substitute for professional medical care. You understand that activities described and available on the meditation content are not suitable for everyone. We recommend that the Platform should not be used while driving, or performing any other tasks that requires attention and concentration.
Service Changes and Limitations
Your right to use the Platform or any part of the Platform is reserved with GoodMood and we may at any time stop to offer and/or support the Platform, either permanently or temporarily. In such an event, your right to use the Platform or any part of the Platform will be terminated or suspended automatically and GoodMood will not be required to provide benefits, refunds, or other compensation to you in connection with discontinued elements of the Platform or for Virtual Items previously earned or purchased, unless applicable law requires otherwise.
GOODMOOD MAY, IN ITS SOLE DISCRETION, LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE PLATFORM OR ANY PORTION OF THEM; PROHIBIT ACCESS TO OUR PLATFORM, AND THEIR CONTENT, AND TOOLS; OR DELAY OR REMOVE HOSTED CONTENT, AND GOODMOOD IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS. This does not apply to users located in the EEA. If you are located in the EEA, we will endeavor to give you at least one month’s notice of any material changes before they take effect, and if you are unhappy with those changes, you can choose to cancel your Platform under these Terms.
Deleting your Account
5. OWNERSHIP; LIMITED LICENSE
GoodMood Platform is comprised of works that are owned or licensed by GoodMood and they are protected by patents, trademarks, copyrights, trade dress, and other worldwide intellectual property rights and other applicable laws, rules, or regulations. All such rights are reserved. Any right, title, or interest in the Platform or any content in the Platform is not granted by these Terms to you or any other party.
Subject to these Terms, and as long as you abide by these Terms, the GoodMood Association Rules, Miscellaneous Features and any other rules, you may use the Platform for your own non-commercial, and entertainment purposes. You agree not to use the Platform for any other purpose and agree that GoodMood will bear no liability to you or any third party for any damage or loss arising from unauthorized uses of the Platform.
We may take action against you, if you breach these Terms, or any of our other terms that apply to you. Such action may include, but not limited to, terminating your account. In addition, you may be breaking the law, including breaches or violations of GoodMood’s intellectual property rights. ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE PLATFORM, INCLUDING WITHOUT LIMITATION UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY GOODMOOD’S PLATFORM, IS A BREACH OF GOODMOOD’S POLICY AND MAY BE A BREACH OR VIOLATION OF CRIMINAL AND CIVIL LAWS.
Your Account and Virtual Items
Your Account, regardless of any other statement in this Terms of Service that apply to features you may choose to use, is not your property. You do not own any Account that you create on our Platform, including in our applications, games, and meditation services. Likewise, regardless of whether you “earned” any Virtual Items or “purchased” them, you do not own the Virtual Items that you obtained through our Platform. Your Account including any related Virtual Items are owned by GoodMood. GoodMood only gives you a limited license and right to use your Account and the related Virtual Items.
WE MAY DELETE OR TERMINATE ACCOUNTS THAT ARE INACTIVE (I.E., NOT LOGGED INTO) FOR 180 DAYS IN ORDER TO AVOID RETAINING DATA THAT IS NO LONGER NEEDED AND/OR TO IMPROVE OUR PLATFORM.
You shall not transfer Virtual Items outside of the Platform (e.g., in the “real world”), for example by gifting, selling, or trading them. Any transfer of the Virtual Items outside the Platform will not be recognized as legitimate. You shall not trade, sublicense, sell, or attempt to sell Virtual Items for “real” money, or exchange Virtual Items for value of any kind outside the Platform. Any such transfer or attempted transfer is prohibited and void. We may terminate your Account in case we find that you are involved in such transfer or attempt to transfer.
You may transmit, upload, publish or post User Content on the Goodmood Platform, and in doing so, you agree that:
If, in our opinion, any User Content does not comply with these Terms, our GoodMood Association Rules, or any applicable Miscellaneous Features, we reserve the right to remove such User Content from the Platform. In case we receive a notice or complaint from a third party that any User Content constitutes a breach of their intellectual property rights or their right to privacy, we will have the right to disclose your identity to such third party. Wherever legally required to do so, we will disclose your User Content to other third parties or government bodies if they so request and require.
We will take reasonable steps to remove your User Content from active use, which may include suppression of your User Content in our systems, if you request deletion of your User Content. User Content may however continue to persist in our systems, along with in back-up copies. If we reasonably believe it is legally required, we may retain copies of any User Content with us.
We cannot guarantee that other users will not use the ideas and information that you share when you post, publish, or transmit your observations and comments on the Platform, such as in blogs, forums, and chat features. It is recommended to not post any idea or information that you would like to keep confidential and/or don’t want others to use. GOODMOOD WILL NOT BE HELD RESPONSIBLE FOR ANY OTHER PERSON’S USE OR APPROPRIATION OF ANY CONTENT OR INFORMATION YOU TRANSMIT, POST, OR PUBLISH IN ANY FORUMS, CHAT ROOMS OR BLOGS.
6. MONITORING USE OF PLATFORM AND USER CONTENT
GoodMood has no obligation to monitor the Platform for illegal User Content or inappropriate or the conduct of other users. GoodMood will not be held responsible for information, materials, products, or services provided by other users (for instance, in their profiles) and User Content is not approved by us. In case of suspected violation of these Terms or misuse of the Platform, please use the “Report Abuse” link provided in the Platform or contact us at firstname.lastname@example.org.
GoodMood has the right, in our sole discretion, to record, monitor, or store your communications and interactions with the Platform or your communications with GoodMood or any other user when you are using the Platform including without limitation your communications through in-game text or video chat. GoodMood, at its discretion, may choose to edit, refuse to post, or remove any User Content from the Platform. If we determine that your communications or User Content violate these Terms, Miscellaneous Features, or GoodMood Association Rules, we have the right, in our sole discretion and without notice, to disable your ability to post User Content or to communicate with other users, or we may terminate your access to the Platform entirely.
7. YOUR DEALINGS WITH OTHER USERS
You are responsible for your interactions with other users. If you have a problem with another user, we are not required to get involved, but we can if we desire.
If you have a dispute with another user, you release GoodMood, and all GoodMood Affiliate entities from responsibility, claims, demands, and/or damages (actual or consequential) of every kind and nature, whether known or unknown, resulting from that dispute or connected to that dispute. This includes damages for loss of profits, goodwill, use, or data. This does not apply to users located in the EEA. If you are located in the EEA, your liability vis-à-vis GoodMood is as set forth by the law applicable in the country where you reside.
We may allow you to use the Platform to initiate SMS or MMS text messages to your friends, family, or other contacts. You are not required to send such text messages, you are solely responsible for them, and you understand that standard text messaging and data rates may apply based on your plan with your mobile phone carrier. You also understand that GoodMood does not control the recipients, content, or timing of these text messages. If you choose to send text messages through the Platform, you represent and warrant to us that the recipients of the text messages have appropriately consented to receive the text messages.
8. PAYMENT TERMS
We provide a service in the form of access to games, Virtual Items, and our other Platform. In the Platform you may use “real world” money to obtain a limited license and right to use Virtual Items and/or other goods or services.
How it Works
You get a limited license and right to use Virtual Items by visiting the purchase page in one of our games or Platform and providing billing authorization through the platform on which you are playing (e.g., Facebook, Apple, Google).
When you make a purchase on our website, the payment page will let you know what payment methods you can use to pay when you make your purchase. The price of the product will be the price indicated on the order page when you place your order. When your purchase is complete, we may send you a confirmation email that will have details of the items you have ordered. Please check that the details in the confirmation message are correct as soon as possible and keep a copy of it for your records. GoodMood keeps records of website transactions in order to handle any future questions about that transaction.
When you purchase Virtual Items in our games on other platforms such as Facebook, Apple, or Google, GoodMood is not a party to the transaction and your purchase will be governed by the third-party platform’s payment terms and conditions. Please review the platform’s terms of service for additional information. You can also contact our Billing Support team as described below for questions concerning refunds of purchases made through Facebook or Google.
For Virtual Items, your order will represent an offer to us to obtain a limited license and right to use the relevant Service(s) or Virtual Item(s) that will be accepted by us when we accept payment. At that point, the limited license begins.
For orders to obtain a limited license and right to use Virtual Items, by clicking the purchase/order button on the purchase window or page you:
You understand that while you may “earn,” “buy,” or “purchase” Virtual Items in our Platform, you do not legally “own” the Virtual Items and the amounts of any Virtual Item do not refer to any credit balance of real currency or its equivalent. Any “virtual currency” balance shown in your Account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your limited license.
ALL SALES ARE FINAL: YOU ACKNOWLEDGE THAT GOODMOOD IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY, OR WHETHER YOU MADE A PAYMENT THROUGH OUR WEBSITE OR ANOTHER PLATFORM SUCH AS APPLE, GOOGLE, FACEBOOK, OR ANY OTHER SITES OR PLATFORMS WHERE WE OFFER OUR PLATFORM.
PURCHASES TO ACQUIRE A LIMITED LICENSE AND RIGHT TO USE VIRTUAL ITEMS ARE NON-REFUNDABLE TO THE FULLEST EXTENT ALLOWED BY LAW.
Additional Payment Terms
You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. GoodMood may revise the pricing for the goods and services it licenses to you through the Platform at any time.
GoodMood also offers you a limited license and right to use virtual items as well as other Platform including meditation content which you can purchase as a monthly, half-yearly, yearly or lifetime subscription (“Subscription”). For the purposes of our monthly, half-yearly and yearly subscriptions, a month constitutes 30 calendar days, half-year constitutes 180 calendar days, a year constitutes 365 calendar days. For the purposes of our lifetime subscription, lifetime constitutes 100 years or until the date GoodMood ceases to commercially offer the Platform. When you purchase a Subscription, we may ask you to supply additional information relevant to your Subscription, such as your credit card number, the expiration date of your credit card and your address(es) for billing and delivery. You represent and warrant that you have the legal right to use all payment method(s) represented by any such payment information. The amounts due and payable by you for a Subscription through the Platform will be presented to you before you place your order. If you choose to initiate a Subscription via the Platform, you authorize us to provide your payment information to third party service providers so we can complete your transaction and agree (a) to pay the applicable fees and any taxes; (b) that GoodMood may charge your credit card or third party payment processing account, including, but not limited to, your account with the app store or distribution platform (like the Apple App Store, Google Play or the Amazon Appstore) where the App is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (c) to bear any additional charges that your App Provider, bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order. You’ll receive a confirmation email after we confirm the payment for your order. Your order is not binding on GoodMood until accepted and confirmed by GoodMood. All payments made are non-refundable and non-transferable except as expressly provided in these Terms.
If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with GoodMood.
GoodMood reserves the right to not process or to cancel your order in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances GoodMood deems appropriate in its sole discretion. GoodMood also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. You may need to provide additional information to verify your identity before completing your transaction. GoodMood will either not charge you or refund the charges for orders that we do not process or cancel.
All amounts are payable and charged: (i) for one-off purchase (e.g. lifetime Subscription), at the time you place your order; and (ii) for monthly, half yearly or yearly Subscriptions, at the beginning of the Subscription and, because each such Subscription renews automatically for an additional period equal in length to the expiring Subscription term until you cancel it, at the time of each renewal until you cancel, using the payment information you have provided. You must cancel your monthly, half-yearly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period. If you purchase your Subscription via the Site, you can cancel the renewal of your Subscription at any time by contacting us by email at email@example.com. If you purchase your Subscription via an App Provider, you can cancel the renewal of your Subscription with the App Provider. You will not receive a refund for the fees you already paid for your current Subscription period and you will continue to receive the Platform ordered until the end of your current Subscription period.
GoodMood reserves the right to change its pricing terms for Subscriptions at any time and GoodMood will notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to GoodMood’s pricing terms, then you may choose not to renew your Subscription.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by GoodMood regarding future functionality or features.
All billing related queries should be directed to: firstname.lastname@example.org.
9. PROMOTIONS AND SPECIAL DEALS
GoodMood may offer limited promotions and Special Deals. Please review any official rules or Miscellaneous Features (if any) associated with any promotion and Special Deals as they will apply to them in addition to these Terms.
It is not compulsory for GoodMood to give, and it is not compulsory for you to accept, any Special Deals. All Special Deals will be at the sole discretion of GoodMood and no Special Deals can be transferred, redeemed, or exchanged for other things of value. In the event you accept a Special Deal, you may be required to sign a liability release and a declaration of eligibility to receive the Special Deal. Before you accept the Special Deal, GoodMood will disclose any taxes, other charges, travel or activities outside of the virtual world for the Special Deal. Once accepted, you assume all liabilities associated with the Special Deal.
GoodMood has a list of prohibitions which you agree you will not do under any circumstances. The prohibitions include:
Although we’re not obligated to monitor access to or use of the Platform or User Content or to review or edit any User Content, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
11. THIRD-PARTY ADVERTISING
Sometimes we provide links on the Platform to other third-party companies’ websites or to companies who invite you to participate in a promotional offer and offer you some feature of the Platform or upgrade (such as in-game currency) in exchange. Any charge or obligation you take on in dealing with these other companies is your responsibility.
We are not responsible for any third-party website that we link to in our Platform, and such a link does not mean we endorse or approve that linked site or any information you obtain from it. We are not liable for any claim relating to any content, goods, and/or services of third parties.
Please also note that the linked third-party sites are not under our control and may collect data or ask you to provide them with personal or other information, or they may automatically collect information from you. When you use these third-party sites and services, the third-party company may (or may not) ask you for permission to access your information and content. We are not responsible for these other companies’ content, business practices, or privacy policies, or for how they collect, use, or share the information they get from you.
12. COPYRIGHT NOTICES/COMPLAINTS
GoodMood requires all users of the Platform to comply with copyright and related laws. GoodMood itself is committed to complying with copyright and related laws. GoodMood prohibits storing any material or content on, or disseminating any material or content over, the Platform in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law to the owners of the copyrighted works. Owners of copyrighted works in the United States may report alleged infringements by taking advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) – especially the owners who believe that their rights under copyright law have been infringed. Without obtaining the prior written consent from the owner of proprietary and Intellectual Property rights, GoodMood prohibits you from modifying, reproducing, posting, or distributing in any way any copyrighted material, trademarks, or other proprietary information belonging to such owners. GoodMood, upon receipt of proper notification to GoodMood by the copyright owner or the copyright owner’s legal agent, can terminate privileges of any user who repeatedly infringes the copyright rights of others.
We encourage you to contact us immediately in case you believe that a posted message or any other material posted on the Platform is objectionable or infringing any proprietary work. Upon receipt of a notice or complaint, we will remove or stop access to, the material claimed to be infringing and will follow the due procedures specified in the DMCA to resolve the claim between the complainant and the alleged infringer who posted the content in issue.
If you believe that your work has been copied and posted on the Platform in a way that constitutes copyright infringement, please provide our designated agent (indicated below) with the following information:
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Platform;
(d) Your address, telephone number, and email address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
(f) A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
(g) Our designated agent for notice of claims of copyright infringement can be reached as follows:
By Mail: email@example.com Subject line: DMCA
13. FEEDBACK AND UNSOLICITED IDEAS
GoodMood is always pleased to receive feedback/ideas regarding its existing features with the exception of unsolicited ideas and expressions. GoodMood will consider only specific feedback/ideas on existing features, and reserves the right to discard ideas that our policy will not permit us to accept or consider. You can post these feedbacks/ideas at: firstname.lastname@example.org
Any feedback you provide is deemed to be non-confidential and non-proprietary. We may use such information on an unrestricted basis, without having an obligation to compensate you or any other third party.
GoodMood strictly does not accept or consider any unsolicited suggestions, proposals, ideas, materials, or comments (“Submissions”). In case you still send your Submissions, then regardless of the contents of your Submissions, the following terms shall apply in which you agree that:
14. AVAILABILITY OF THE PLATFORM; WARRANTY AND MEDICAL DISCLAIMERS
Availability of the Platform
GoodMood and its Affiliate entities, makes no guarantees or promises that the Platform or any content provided on the Platform will always be available without any interruption or will be error-free. GoodMood may for business and operational reasons, withdraw, stop, suspend, interrupt or restrict the availability of all or any part of our Platform.
USE OF THE PLATFORM IS AT YOUR SOLE RISK. THEY ARE PROVIDED ON AN “AS IS” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GOODMOOD, AND ITS AFFILIATE ENTITIES MAKE NO WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE PLATFORM. GOODMOOD, AND ITS AFFILIATE ENTITIES DISCLAIM ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES, CONDITIONS, OR OTHER TERMS OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
If your state or country does not allow these disclaimers, they do not apply to you. If your state or country requires a certain period for which a warranty applies, it will be either the shorter of 30 days from your first use of the Platform or the shortest period required by law.
GoodMood is a provider of online and mobile meditation content in the health & wellness sector as well. GoodMood is not a health care and/or medical device provider, and our products should not be considered medical advice in any way. We highly recommend you to reach out to your physician or other health care providers for any medical advice. While there is third party evidence from research that meditation can assist in the prevention and recovery process for a wide array of conditions as well as in improving some performance and relationship issues, GoodMood makes no claims, representations or guarantees that the products provide a therapeutic benefit.
All the information regarding health and any links on the products, whether provided by GoodMood or by contract from outside providers, is provided simply and only for your convenience.
All materials or any advice in the products are intended for general information purposes only. Nothing in the products is a substitute for professional medical advice and the GoodMood products are not intended to be relied upon for professional medical advice. The advice and other materials we offer are only intended to support the mutual relationship between you and your healthcare providers and not substitute it. GoodMood will be not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.
In rare cases, people with psychiatric conditions like anxiety and depression have experienced worsening and deteriorating conditions when combined with meditation practice. It is highly recommended by GoodMood that people with existing health conditions should seek professional medical advice and speak with their health care providers before starting a meditation practice.
15. LIMITATIONS; INDEMNITY; WAIVER OF LIABILITY
YOU ACKNOWLEDGE THAT GOODMOOD, AND ITS AFFILIATE ENTITIES ARE NOT LIABLE
(1) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL, OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PLATFORM; OR
(2) FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PLATFORM AND OPERATORS OF EXTERNAL SITES.
THE RISK OF USING THE PLATFORM AND EXTERNAL SITES RESTS ENTIRELY WITH YOU AS DOES THE RISK OF INJURY FROM THE PLATFORM AND EXTERNAL SITES.
TO THE FULLEST EXTENT ALLOWED BY ANY LAW THAT APPLIES, THE DISCLAIMERS OF LIABILITY IN THESE TERMS APPLY TO ALL DAMAGES OR INJURY CAUSED BY THE PLATFORM, OR RELATED TO USE OF, OR INABILITY TO USE, THE PLATFORM, UNDER ANY CAUSE OF ACTION IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (INCLUDING NEGLIGENCE).
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL LIABILITY OF GOODMOOD, AND ITS AFFILIATE ENTITIES IS LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID GOODMOOD, AND/ OR ITS AFFILIATE ENTITIES FOR USE OF THE PLATFORM, PRODUCTS OR USER CONTENT IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
IF YOU HAVE NOT PAID GOODMOOD, AND/OR ITS AFFILIATE ENTITIES ANY AMOUNT IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH GOODMOOD, AND/OR ANY GOODMOOD AFFILIATE ENTITIES IS TO STOP USING THE PLATFORM AND TO CANCEL YOUR ACCOUNT.
Some states or countries do not allow the exclusion of certain warranties or the limitations/exclusions of liability described above, which means these limitations/exclusions may not apply to you if you reside in one of those states or countries.
These limitations/exclusions to do not apply to users located in the EEA. For those users, if GoodMood fails to comply with these Terms, GoodMood is responsible for loss or damage you suffer that is a foreseeable result of GoodMood’s breach of these Terms or is a result of GoodMood’s negligence, but GoodMood is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and GoodMood at the time we entered into these Terms.
You will indemnify and hold harmless GoodMood and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Platform or User Content or (ii) your violation of these Terms.
16. DISPUTE RESOLUTION; CLASS ACTION WAIVER
The governing law for these Terms of Service and any action related thereto will be the laws of the State of Delaware, without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and GoodMood agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform, Products or User Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide GoodMood with written notice of your desire to do so by email at email@example.com within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide GoodMood with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide GoodMood with an Arbitration Opt-out Notice, will be the state and federal courts located in the State of Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide GoodMood with an Arbitration Opt-out Notice, you acknowledge and agree that you and GoodMood are each waiving the right to a trial by a judge or a jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and GoodMood otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor GoodMood are entitled to arbitration; instead all claims and disputes will be resolved in a court of competent jurisdiction. In any litigation between you and GoodMood over whether to vacate or enforce an arbitration award, you and GoodMood waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county of your billing address. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will decide the jurisdiction of the arbitration and the rights and liabilities, if any, of you and GoodMood. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under applicable law, the arbitral forum's rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and GoodMood.
Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by GoodMood. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse GoodMood for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
Notwithstanding the provisions of modifications provided above in Section 2, if GoodMood changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of GoodMood’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and GoodMood in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
This Section 16 shall survive termination of these Terms.
17. APPLICABLE LAW
If you are located in the United States, you agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of Section 16 related to Dispute Resolution and Class Action Waiver.
Further, our relationship and these terms of service will be governed by the law of State of Delaware, except for its conflict of laws principles.
If you are located outside the United States, our relationship and these Terms will be governed by Vienna International Arbitral Centre (VIAC), Vienna.
18. VENUE FOR LEGAL DISPUTES NOT SUBJECT TO ARBITRATION
Unless the parties agree to any other location, any judicial proceedings other than the small claims actions and the ones that are excluded from the Arbitration Agreement - Section 16 must be brought in a state or a federal court in Delaware. You, GoodMood, and its Affiliate Entities all consent to personal jurisdiction and venue in the State of Delaware.
19. SEPARATION OF TERMS
You and GoodMood agree that the contents of each of the paragraphs of these Terms operate separately. If any part of these Terms, Miscellaneous Features, or GoodMood Association Rules is unenforceable, the rest of these Terms, Miscellaneous Features, and GoodMood Association Rules shall still apply and shall be binding, and any part which is not an enforceable term will be replaced with a term or a clause that comes as legally and economically close to the unenforceable term as possible, with the possible exceptions as described in Section 16.
GoodMood may, with or without your consent, give its rights, or its obligations, under these Terms, Miscellaneous Features, or GoodMood Association Rules to any person or entity. You, however, without first getting GoodMood’s written consent, cannot give or sell your rights or your obligations under these Terms, Miscellaneous Features, or GoodMood Association Rules to anyone, and any attempt to do so without GoodMood’s consent is void and actionable against you.
21. ENTIRE AGREEMENT
These Terms of Service, along with any other policies or rules referenced in these Terms of Service, make up the entire agreement between you and GoodMood relating to the subject matter present in these Terms of Service, and supersede all prior understandings, confirmations, and agreements of the parties relating to the subject matter of these Terms of Service, irrespective whether those prior understandings were oral or written, electronic, or whether established by any custom, practice, policy or precedent, between you and GoodMood.
22. LANGUAGE OF THE TERMS
23. NO WAIVER
Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by GoodMood shall be deemed a modification of these Terms of Service nor legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of GoodMood.
GoodMood may send notice(s) to you of something according to the Terms of Service. Such notice(s) will be notified to you by (i) posting a message on our Platform, or (ii) sending you an e-mail, or (ii) other ways of communication based on the contact information you provide to us.
If you have to give us notice of something according to the Terms of Service, the notice must be in writing and addressed to GoodMood PBC, Attn: LEGAL DEPARTMENT, 3511 Silverside Road, Suite 105, Wilmington, Delaware 19810, unless we have provided a more specific way of notifying us.
25. FORCE MAJEURE
GoodMood will not be held liable for any damages or problems arising out of our control. Any damage or problem caused by act of god such as floods, natural disasters will not be covered by GoodMood. In addition to act of God, GoodMood will also not cover any damages or problems caused by network infrastructure failures, strikes, riots, war, terrorism, fire, embargoes, acts of civil or military authorities, accidents, or shortages of transportation, facilities, fuel, energy, labor, or materials.