Our Terms of Service lay out the rules we use to govern your use of this Site and our Services, as well as any intellectual property contained in our offerings. Essentially, this is a contractual agreement between GOOD Worldwide Inc and you, the user of this Site and the Services. Please read the information below carefully to learn specifically what you can and cannot do on our Site(s) or with our Services, and to understand the restrictions on what each of us is responsible for in connection your use of the Services we provide.
1. Acceptance of Terms of Service
These Terms of Service (“Terms”) govern any website(s) and/or subdomain(s) owned and operated by GOOD Worldwide Inc. and/or its affiliates, related entities, divisions, subsidiaries, or parent companies (“GOOD,” “we,” “our,” or “us”), including spynaro.com, good.is, upworthy.com, scoop.upworthy.com and their subdomains (the “Site(s)”), and all portals, applications, products, goods, services, newsletters, events, and any interactive features, applications or other services that post a link to these Terms. By accessing, viewing or posting to the Sites, or participating in or using any service offered on the Sites (collectively, the “Services”), you agree to be bound by these Terms. These Terms apply to all users of the Sites, including users who are also contributors of content, information, and other materials on the Sites, including comments, “likes” or shares. If you are using the Site or Services on behalf of a company or organization, such company or organization will also be considered a party to these Terms. Our Site and Services are not intended for users under the age of 13.
From time to time, GOOD may decide to modify, add, or delete portions of these Terms and will post those changes here. If GOOD does so, your continued use of the Site or the Services after any such changes have been made means that you agree to such changes. The amended Terms will automatically become effective when posted on this Site. In addition, GOOD reserves the right to change and improve the features and functionality of the Services at any time, which includes adding, modifying or removing features and functionality of the Services, or updating how our Services are provided. GOOD further reserves the right to suspend or terminate the Services for any reason or at any time.
3. Proprietary Rights
You acknowledge that this Site contains content that is protected by copyrights, trademarks, service marks, trade dress, patents, moral right, or other proprietary rights (“Content”), and that these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that unless otherwise provided in these Terms or otherwise indicated on the Site, GOOD or its licensors own all Content on this Site including, without limitation, all videos, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel” and arrangement of such Content. Your use of this Site shall not grant you any claim of ownership over any Content you did not create, and you agree to comply with all applicable copyright and trademark laws. You may not modify, transmit, participate in the sale of or transfer or, or create derivative works based on any Content, in whole or in part. You may print copies of the Content, provided that these copies are made only for personal, non-commercial use, and provide that you maintain any notices contained in the Content, or maintained by the Licensor or Author, such as all copyright notices, trademark legends, attributions, by-lines, or other proprietary rights notices. You may not store electronically any significant portion of any Content from this Site. The use of Content from this Site on any other site, including by linking or framing, or in any networked computer environment, for any purpose, is prohibited without GOOD’s prior written approval.
For permission to use Content from this Site or from marketing material authored and distributed by GOOD, you must request written permission in advance and provide full attribution. Permission should be requested by contacting email@example.com.
4. Use of Site; Risk of Loss
GOOD reserves the right to refuse service, cancel newsletter subscriptions and product or service orders, terminate accounts or access to the Site, and/or remove or edit content, in its sole discretion. If you register for information from GOOD, you agree, represent and warrant that you will provide us with true, current, complete, and accurate information in connection with your use of the Site and the Services. You also represent that you are using our Site for a lawful purpose – you may not use your access to the Site or Services for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
You are solely responsible for your conduct and any content that you submit, post, and display on the Site or the Services or that you allow others to submit, post and/or display on the Site or the Services under your name or profile. You must not harass, threaten, impersonate, or intimidate other users of the GOOD Site or Services. You must not upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, hateful, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or otherwise objectionable. You may not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
You agree not to access the Site by any means other than through a commercially available web browser. You are not permitted to upload material onto the Site that you should know or do know infringes on the intellectual property rights of others, and you may not upload material that places unnecessary load so as to affect the performance of the Site, or GOOD systems and equipment. You may not use the Site or the Services in a manner that could block access to, impair, damage, or otherwise disable GOOD or any of our servers. You may not attempt to gain unauthorized access to the Site or to any other user’s accounts, computer systems, or networks through password mining, keystroke logging, hacking, or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files, or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable federal, state, and international laws.
We may, in our sole discretion, terminate your access to or use of the Site at any time and for any or no reason. GOOD will not be liable to you or any third party for any termination of your access to the Site. If your status as a user of this Site is terminated, you will (i) stop using the Site and any information obtained from the Site, and (ii) destroy all copies of any information obtained from this Site.
Violating the security of the Site or the Services is prohibited and may result in criminal and civil liability. We may investigate incidents involving such violations and may involve, and will cooperate with, law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Site or the Services or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations.
6. Submitted Materials
Unless specifically requested, GOOD does not wish to receive any confidential, proprietary, or trade secret information from you via the Site (including via contact email made available on the website). Accordingly, if you send GOOD any information or creative works including, without limitation, idea submissions, suggestions, business plans, concepts or demos in any media including photographs, graphics, audiovisual media or other material (“Submitted Material”), you warrant that the Submitted Material is not confidential or secret and that the Submitted Material is owned entirely by you and you grant GOOD a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferrable, assignable, and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, create collective works from, and distribute, perform, display, license and sublicense (through multiple levels) the Submitted Material in any media now known or hereinafter invented, including for commercial purposes. In addition to the rights applicable to any Submitted Material, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit with any review, comment, or other content, in connection with such review, comment or other content. If you send GOOD any Submitted Material, you warrant that you have all rights necessary (including rights of privacy and rights of publicity) to authorize GOOD to use Submitted Material as permitted by the license in this Section. You shall not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Submitted Material, including reviews, comments or other content. We may, but shall not be obligated to, remove or edit any Submitted Material (including comments or reviews) for any reason.
7. Third Party Websites
Your correspondence or business dealings with, or participation in promotions of, advertisers or third parties found on or throughout the Site, including without limitation with respect to the payment and delivery of related products or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties and are not binding on us. You agree that we are not responsible or liable for any actions, losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind incurred as the result of any such dealings or as the result of the presence of such third parties on the Site, and you agree to indemnify us from and against any claims incurred as the result of any such dealings.
You agree to defend, indemnify, and hold harmless GOOD, its affiliates, related entities, divisions, subsidiaries, or parent companies, its officers, directors, employees, affiliates and agents from and against any claims, losses, damages, fines, penalties or other liabilities in any way associated with: (i) your use of and access to the Site or Services; (ii) your violation of any of these Terms; and (iii) your violation of any third party right including any copyright, trademark, trade secret, or privacy right related to your User Content (as applicable) or use of the Site.
YOU AGREE THAT YOUR USE OF THE SITE AND THE SERVICES PROVIDED BY GOOD SHALL BE AT YOUR SOLE RISK. GOOD MAKES NO REPRESENTATION AS TO THE COMPLETENESS, ACCURACY OR CURRENCY OF ANY INFORMATION ON THIS WEBSITE. THE CONTENT AND INFORMATION FOUND ON THIS WEBSITE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR THE PRODUCTS, INFORMATION OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EXPECTATIONS OF PRIVACY OR NON-INFRINGEMENT, OR THE CONTENT OF ANY SITES LINKED TO THIS SERVICE. GOOD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY ADVERTISING, AND GOOD WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. GOOD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
10. Limitation of Liabilities
TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT WILL GOOD (OR ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, RELATED ENTITIES, JOINT VENTURES AND EMPLOYEES) BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH (1) THESE TERMS OF SERVICE, (2) THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR CONTENT INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND EVEN IF GOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSCTIONS ENTERED INTO FROM OR THROUGH THE SERVICES OR SITE, (4) UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSIONS OR DATA, (5) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (6) ANY OTHER MATTER RELATING TO THE SITE OR SERVICES. IN NO EVENT WILL GOOD’S AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, RELATED ENTITIES, JOINT VENTURES AND EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE WEBSITE, OR THE SERVICES (WHETHER IN CONTRACT, TORT NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED $100. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST BEGIN WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
If you have a dispute with one or more users of the Site or the Services, you release GOOD (and its officers, directors, affiliates, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
12. Claims of Infringement
GOOD respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), GOOD will respond to notices of alleged copyright infringement that comply with applicable law and are duly reported to its designated copyright agent, as identified below. GOOD will disable and/or remove access to the website for users who are repeat infringers. If you believe that your content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide GOOD’s Copyright Administrator the following information:
DMCA Notice of Alleged Infringement (“Notice”)
• Identify the copyrighted work that you claim has been infringed, or if multiple works are covered by this Notice you may provide a representative list of the copyrighted works that you claim have been infringed.
• Identify the material or link you claim is infringing and provide a description of where the infringing work is located on the website.
• Provide your mailing address, telephone number and, if available, email address.
• Include both of the following statements in the body of the Notice:
• “I hereby state that I have a good-faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., fair use).”
• “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
• Provide your full legal name and your electronic or physical signature.
• Deliver this Notice, with all items completed, to GOOD’s Designated Copyright Agent:
GOOD Worldwide Inc.
1370 North St Andrews Pl.
Los Angeles, CA 90028
While GOOD considers all such notices seriously, you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content or activity is infringing. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney.
GOOD reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Service and your access to all or any part of the Site or the Content or Services, at any time and for any reason without prior notice or liability. You may terminate these Terms of Service by discontinuing your use of the Services and access to the Site. GOOD also reserves the right, in its sole discretion, to cease providing the Services and this Site at any time.
If any provision of these Terms is held in whole or in part to be invalid, void, or unenforceable in any jurisdiction for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in full force and effect.
15. Dispute Resolution
Except as provided herein, no civil action with respect to any dispute, claim or controversy arising out of or relating to these Terms of Service, including any claim regarding the validity or enforceability of these Terms or this dispute resolution provision, may be commenced until the matter has been submitted to JAMS for mediation. The parties agree that any such mediation shall take place in Los Angeles County, California, USA. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, settings forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a single mediator from JAMS’ panel of neutrals, and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs . All offers, promises, conduct and statements, whether oral or written, made by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any JAMS employees, made in the course of the mediation are confidential, privileged and inadmissible for any purposes, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief (such as an injunction to prevent copyright infringement) prior to the mediation to preserve the status quo pending the completion of that process. Except for such an action to obtain equitable relief, neither party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or 45 days after the date of filing of the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil action if the parties so desire. The provisions of this section may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered .
These Terms of Service will be governed by the laws of the State of California, without reference to its choice of laws rules. The exclusive jurisdiction and venue for any action under these Terms of Service will be in the state and federal courts of Los Angeles, California. You hereby accept the personal jurisdiction of such courts. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. GOOD may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Terms of Service. Nothing in this Agreement constitutes a partnership or joint venture between you and GOOD. GOOD does not guarantee continuous, uninterrupted, or secure access to this Site or the Services, and operation of the Site may be interfered with by numerous factors outside of its control. GOOD failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Service set forth the entire understanding and agreement between you and GOOD with respect to the subject matter hereof. Sections 3 (Proprietary Rights); 6 (Submitted Materials); 8 (Indemnification); 9 (Disclaimers); 10 (Limitation of Liabilities); 11 (Release); 14 (Severability); 15 (Dispute Resolution); and 16 (General) survive any termination or expiration of this Agreement. Additionally, any provision that was, by its nature, intended to survive termination of these Terms will so survive.