Good.net's Terms of Service & Acceptable Use Policy

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Last Modified: September 17th, 2009

1. PARTIES. This agreement (the "Agreement") governs any purchase and use of any and all products, software and services (collectively, the "Services"), received by you (the "User"), by accessing the website http://good.net/ (the "Website"), from Goodnet, LLC, its officers, directors, members, employees, agents, affiliates, licensors, service providers, content providers, contractors, vendors and their respective employees (the "Provider.") Provider hereby grants you permission to access and use the Website and/or Services as set forth in this Agreement, provided that:
   
2. ABILITY TO ENTER AGREEMENT. User warrants, represents, and covenants to Provider that User is at least 18 years of age and possesses the legal right and ability to enter into this Agreement.
   
3. SOLE ACCOUNT USER. In order to access some features of the Website, User will have to create a user account (the "Account"). User may never use another's account. User may never let anyone other than himself/herself use the Account to access Provider's Website and Services. When creating a User Account, User must provide accurate and complete information. User agrees not to share the Account credentials with anyone. User is solely responsible for the activity that occurs on the Account, and User must keep the Account password secure. User must notify Provider immediately of any breach of security or unauthorized use of the Account.
4. ACCEPTANCE. Use of the Services constitutes User's acceptance of all terms, conditions and policies of this Agreement. Furthermore, utilizing the Services at any time to host User's files constitutes the User's implied acceptance of this Agreement. If User does not agree to any of these terms, User agrees not to use the Website and/or Services.
5. LANGUAGE OF AGREEMENT. Where Provider has provided User with a translation of the English language version of this Agreement, User agrees that the translation is provided for User's convenience only and that the English language versions of the Agreement will govern User's relationship with Provider. If there is any contradiction between what the English language version of the Agreement says and what a translation says, then the English language version shall take precedence.
6. AGREEMENT CHANGES. Provider may, in its sole discretion, modify or revise this Agreement at any time, and User agrees to be bound by such modifications or revisions. It is the User's responsibility to review this Agreement for any changes. The most up-to-date version can be found at http://good.net/policies. User's use of the Website following any amendment, modification or revision of this Agreement will signify User's assent to and acceptance of its revised terms.
7. TRADEMARKS AND SERVICE MARKS. Good.net and Goodnet are the proprietary trademarks of Provider. Provider reserves all rights in its proprietary trademarks. Access to the Website does not confer upon you any license under any of Providers or any third partys intellectual property rights.
8. LAWFUL USE. In use of the Website, User will comply with all applicable local, national, and international laws and regulations. User is solely responsible for the consequences incurred by uploading content to the Website. The Website is controlled and offered by Provider from its facilities in the United States of America. Provider makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
9. SPAM. Provider defines spam as information that is transmitted over the Internet in an attempt to force the message on people who would not otherwise choose to receive it. This information can include, but is not limited to the following: email messages, newsgroup postings, window system messages, pop-up messages (aka "adware" or "spyware" messages), instant messages, online chat room messages, and guestbook or website forum postings. If User's utilizes the Website or Services to facilitate the propagation of spam over the Internet, User's Account may be terminated without notice.
10. EXCESSIVE USE. "Excessive Use" of the Website is defined by Provider's Excessive Use Policy that is located at http://good.net/policies. Provider's Excessive Use Policy is periodically updated and is subject to change at any time without notice. If User's use of the Website is deemed "excessive" per the Provider's Excessive Use Policy, Provider reserves the right to cancel User's Account at any time without notice.
11. ABUSE. Provider defines abuse as any action by User that adversely affects the quality of Services. This includes, but is not limited to the following: denial of service attacks, automated processes to register accounts, or opening an inordinate amount of TCP connections. If Provider, in its sole discretion, finds your User's use of the Website or Services abusive, Provider reserves the right to restrict User's access, without notice, to the Website and/or Services and, if applicable, to cancel User's Account.
12. AVAILABILITY. Provider will make commercially reasonable efforts to provide quality Services on a continuing basis. However, Provider reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Provider will make commercially reasonable effort to keep the Users personal and financial information safe. However, Provider does not warrant that this information will be entirely safe from any unauthorized access to, alteration, theft or destruction. Provider may remove content at any time for technical reasons or otherwise. There may be delays, omissions, interruptions and inaccuracies in the content made available on the Website. Provider does not guarantee any confidentiality with respect to any User file uploads. User shall not use the Website as backup storage or holder of personal information.
13. RIGHT TO RESTRICT ACCESS. Provider may deny User access to all or part of the Website without notice if User engages in any conduct or activities that Provider, in its sole discretion, believes violates any of the terms and conditions of this Agreement.
14. RIGHT TO MONITOR AND CONTROL CONTENT. All information available at the Website is provided by automated means and therefore, Provider has no control over its content, availability or accuracy. Provider exercises no control over and expressly disclaims any obligation to monitor its Users or any other users regarding the content or information passing through Provider's host computers, network hubs and points of presence, or the Internet. User acknowledges that file uploads by other users are not reviewed, monitored, screened, approved or endorsed by Provider. Provider does not, nor has the ability to, filter or censor any content, so User shall beware of malicious software such as viruses, worms, Trojan Horses or other destructive materials that may have been uploaded to the Website by other users. User understands that all files uploaded to the Website are accessible to the public and are not private. User agrees that Provider has the right to monitor the Website electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other legal governmental request, to operate the system properly, or to protect itself or its users. Provider will only release personal information to government authorities when required to do so by law. The Website may contain links to third party websites that are not owned or controlled by Provider. Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites.
15. PAYMENT. User agrees to pay for all charges regarding use or purchase of Services at the time of demand by Provider. User is responsible for payment of any use tax, value added, federal, state, sales, or excise duty and any other taxes assessed with respect to the Services as required by law. Users failure to maintain its Account in good standing is a material breach of this Agreement, justifying Provider to suspend its performance and terminate this Agreement. All overcharges or billing disputes must be reported within thirty (30) days of the time the dispute occurs.
16. CANCELLATION. User acknowledges and agrees that if Provider disables access to User's Account, User may be prevented from accessing the Services and Website, User account information and any file uploads made by the User using the Account. No refund will be given if your Account is canceled per the terms of this Agreement. Provider reserves the right to immediately suspend or terminate the Services or take any other corrective action it deems appropriate in its sole discretion if, in the sole judgment of Provider, User is the source or target of any violation of this Agreement, or for any other reason which Provider chooses. Prior notification to User is not assured or required. These rights of action, however, do not obligate Provider to monitor or exert editorial control over the information made available for distribution via its Website.
17. REPEAT INFRINGER TERMINATION. User agrees that if his or her account is terminated pursuant to Provider's Repeat Infringer Policy (located at http://good.net/policies), the user will not attempt to establish a new account under any identity, real or assumed, and further agrees that if the user violates this restriction by opening a new account after being terminated pursuant to Provider's Repeat Infringer Policy, the user shall indemnify and hold Provider harmless for any and all liability that Provider may incur therefore.
18. COPYRIGHT. For any and all files that you, the User, upload to the Website, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use the same. Further, you authorize Provider to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all files that you upload to the Website to enable inclusion and use of the uploaded files in the manner contemplated by the Website and this Agreement. You further agree that you will not upload files that are copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Provider all of the license rights granted herein. For clarity, you retain all of your ownership rights of your uploaded files. However, by uploading files to the Website, you hereby grant Provider a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, store, modify, thumbnail, transcode, reproduce, distribute, prepare derivative works of, display, and perform the uploaded files in connection with the Website and/or Provider's business (and the business of its successors, affiliates, agents, and third party contractors) , including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each other User of the Website a non-exclusive license to access your uploaded files through the Website, and to use, reproduce, distribute, display and perform such files as permitted through the functionality of the Website and under this Agreement. The above licenses granted by you in uploading files terminate within a commercially reasonable time after you remove or delete your uploaded files from the Website. You understand and agree, however, that Provider may retain, but not display, distribute, or perform, server copies of User file uploads that have been removed or deleted. Provider does not endorse any User file uploads or any opinion, recommendation, or advice expressed therein, and Provider expressly disclaims any and all liability in connection with User file uploads. Provider does not permit, encourage, support, promote, induce or facilitate copyright infringing activities and infringement of intellectual property rights on its Website, and Provider will remove all infringing material if properly notified that such material infringes on another's intellectual property rights. If you are a copyright owner or an agent thereof and believe that any User file uploads or other content infringes upon your copyrights, please see Provider's DMCA policy located at http://good.net/policies. Provider will terminate a User's Account if, under appropriate circumstances, they are determined to be a repeat infringer of copyrighted works, trademarks or any other intellectual property. Provider's Repeat Infringer Policy can be located at http://good.net/policies.
19. NO WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. USER EXPRESSLY AGREES THAT USE OF THE WEBSITE AND THE MATERIAL THEREIN AND STORAGE OF INFORMATION WHICH APPEARS IN THE WEBSITE IS AT USER'S SOLE RISK. THE WEBSITE IS PROVIDED ON AS "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OR USE OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NO ADVICE OR INFORMATION GIVEN BY PROVIDER, ITS CONTRACTORS, AGENTS, AFFILIATES OR VENDORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY. YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. PROVIDER DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT ON THE WEBSITE. PROVIDER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PROVIDER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PART PROVIDERS OF PRODUCTS AND SERVICES.
20. INDEMNIFICATION. User agrees to defend, indemnify and hold harmless Provider, its officers, directors, members, employees, agents, affiliates, licensors, service providers, content providers, contractors, vendors and their respective employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) User's use of and access to the Website; (ii) any interruption or cessation of transmission to or from Website; (iii) any modification, suspension of discontinuance of the Website and/or Services; (iv) any breach of any warranty or other term of this Agreement; (v) any errors, omissions, delays, mistakes, or inaccuracies of information on the Website; (vi) any unauthorized access to, alteration, theft or destruction of User's personal information, financial information or uploaded content; (vii) any bugs, viruses, "Trojan horses", or the like, which may be transmitted to or through the Website; or (viii) your violation of any third party right, including without limitation any infringement of any intellectual property including copyright, patent or trademark arising from your use of the Website. User further understands and acknowledges that User may be exposed to file uploads that are inaccurate, offensive, indecent, or objectionable, and User agrees to waive, and hereby does waive, any legal or equitable rights or remedies User has or may have against Provider with respect thereto, and agrees to indemnify and hold Provider, its officers, directors, members, employees, agents, affiliates, licensors, service providers, content providers, contractors, vendors and their respective employees harmless to the fullest extent allowed by law regarding all matters related to User's use of the site.
21. LIMITATION OF LIABILITY. IN NO EVENT SHALL PROVIDER, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, CONTRACTORS, VENDORS AND THEIR RESPECTIVE EMPLOYEES, BE LIABLE TO USER FOR ANY DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, IN ANY WAY RELATED TO USER'S USE OF THE WEBSITE OR FOR ANY CLAIM, LOSS OR INJURY ARISING FROM: (I) USER'S USE OF AND ACCESS TO THE WEBSITE; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (III) ANY MODIFICATION, SUSPENSION OF DISCONTINUANCE OF THE WEBSITE AND/OR SERVICES; (IV) ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT; (V) ANY ERRORS, OMISSIONS, DELAY, MISTAKES, OR INACCURACIES OF INFORMATION ON THE WEBSITE; (VI) ANY UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF USER'S PERSONAL INFORMATION, FINANCIAL INFORMATION OR UPLOADED CONTENT; (VII) ANY BUGS, VIRUSES, "TROJAN HORSES", OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH WEBSITE; (VIII) USER'S VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY INCLUDING COPYRIGHT, PATENT OR TRADEMARK ARISING FROM USER'S USE OF THE WEBSITE; OR FOR ANY LOSS OF DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER'S USE OF ANY CONTENT POSTED, UPLOADED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. USER AND PROVIDER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. ANY CLAIM AGAINST PROVIDER SHALL BE LIMITED TO THE AMOUNT USER PAID, IF ANY, FOR USE OF THE WEBSITE. USER SPECIFICALLY ACKNOWLEDGES THAT PROVIDER SHALL NOT BE LIABLE FOR USER FILE UPLOADS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK, HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH USER.
22. WRITTEN AGREEMENT. This Agreement represents a binding written contract.
23. ENTIRE AGREEMENT. This Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between User and Provider. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
24. SURVIVABILITY. Sections 15, 16, 17, 18, 19, 20 and 21 will survive the termination or expiration of the Agreement.
25. ASSIGNMENT. User may not sell, assign or transfer its rights or delegate its duties under this Agreement either in whole or in part. Provider may assign this Agreement in whole or part. Provider may also delegate the performance of certain Services to third parties.
26. NO WAIVER. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Provider's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
27. ENFORCEABILITY. If any provision of this Agreement shall be found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
28. TERM AND TERMINATION. Provider may terminate this Agreement at any time, with or without case. User may terminate this Agreement by discontinuing use of Services and removing all hosted files from the Website.
29. JURISDICTION AND VENUE. User agrees that: (i) the Website shall be deemed solely based in Nevada; and (ii) the Website shall be deemed a passive Website that does not give rise to personal jurisdiction over Provider, either specific or general, in jurisdictions other than Nevada. This Agreement shall be governed by the internal substantive laws of the State of Nevada, without respect to its conflict of laws principles. Any claim or dispute between User and Provider that arises in whole or in part from the Website shall be decided exclusively by a court of competent jurisdiction located in Clark County, Nevada.
30. WRITTEN NOTICE. Prior notification to User for any action in relation to this Agreement is not assured or required. All notices, demands, requests or other communications to Provider required or permitted under this Agreement shall be deemed given when delivered personally or upon receipt of delivery by postal mail to Goodnet, LLC, c/o CT CORPORATION SYSTEM, 350 N Saint Paul St, Dallas, TX, 75201-4201.
31. HEADINGS. Headings used throughout this Agreement are for convenience and reference only and should not be interpreted in a manner that conflicts with any provision of this Agreement.