Terms of Service - Good Life

Last Modified: February 25, 2022

These Terms of Service (these “Terms”) describe your rights and responsibilities when accessing and using the Good Life website (currently available at www.goodlifesite.com) and any and all related software and services (collectively, the “Service”) offered by Goodwater Capital d/b/a Good Life (“Good Life,” “we,” “our,” or “us”). By accessing or using the Service, you signify that you have read, understood, and agree to be bound by these Terms, whether or not you are a registered user of the Service. Good Life reserves the right to modify the terms of these Terms and will provide notice of these changes as described below. These Terms apply to companies that provide promotional offers for their goods and/or services (“Sellers”), persons looking to participate in the offers (“Buyers”), and anyone else who accesses or visits the Service (collectively, “Users,” “you” or “your”). As used herein, an “Offer” means the commercial offers posted to the Service by or on behalf of a Seller.

Please read these Terms carefully to ensure that you understand each provision. These Terms contain a mandatory mutual individual arbitration provision in Section 11.2 (the “Arbitration Agreement”) and a mutual class action/jury trial waiver provision in Section 11.3 (the “Class Action/Jury Trial Waiver”) that require, subject only to the specified exceptions in Sections 11.2 and 11.3 or unless you opt out pursuant to the instructions in Section 11.2, the exclusive use of final and binding arbitration on an individual basis only to resolve disputes, rather than jury trials or class, collective, private attorney general, or representative actions or proceedings.

Our Service.
Good Life provides a platform to facilitate interactions between Sellers and Buyers. Good Life retains sole discretion to prioritize, categorize, highlight, and otherwise modify the method of Buyer discovery of Sellers, including through search results and tagging, in order to improve service quality and for other purposes.
1. Eligibility. This is a contract between you and Good Life. You must read and agree to the terms and conditions of these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Good Life, and only in compliance with these Terms and all applicable local, state, federal, national, and international laws, rules and regulations. Any access to or use of the Service by anyone under 18 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Good Life.
2. Limited License. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal use as permitted by the features of the Service. Good Life reserves all rights not expressly granted herein in and to the Service and the Good Life Content (as defined below). Good Life may terminate the license granted in this section at any time for any reason or no reason.
3. Communication with Users. Users may subscribe to communications by providing Good Life their email address. By providing Good Life your email address, you consent to our using that email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. Good Life may also use your email address to send you other messages, such as changes to features of the Service, marketing, advertising, and special offers.
4. Relationship with Good Life
  1. No Warranties
    Good Life does not provide Offers and does not employ individuals or engage entities to provide Offers. Good Life operates as an online marketplace that connects Buyers with Sellers. Regardless of whether a particular Seller appears as “vetted,” “verified” or something similar, the Service is intended as an information resource and not an advisory service; it is your responsibility to determine the quality and credibility of information obtained, as well as the reasonableness of relying on such information for a particular use.
    
    Users hereby acknowledge that Good Life does not supervise, scope, direct, control or monitor the Offers or anything else a Seller may offer or provide through or in connection with the Service and expressly disclaims (to the extent permitted by law) any responsibility and liability for the Offers and anything else a Seller may offer or provide in any manner, including but not limited to, any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, statute, ordinance, regulation, or code. You hereby irrevocably and forever waive any and all claims you may have with respect to the foregoing.
    
    Good Life makes no representations about and does not guarantee, and you agree not to hold Good Life responsible for: the quality, safety, or legality of any services performed by a Seller; a Seller’s failure to provide an Offer or any other promised service, or the ability of a Seller to deliver services; the qualifications, background, or identities of Users; or the ability of a Buyer to pay sums due in connection with any services provided through or in connection with the Service; You hereby irrevocably and forever waive any and all claims you may have with respect to the foregoing.
    You also acknowledge, agree, and understand that Sellers are solely responsible for determining, and have the sole right to determine, to which Users to provide services; the time, place, manner, and means of providing any services; and the type of services they provide.
  2. No Agency or Employment Relationship
    Nothing in these Terms shall in any way be construed to constitute Seller as an agent, employee or representative of the Buyer or of Good Life, or to create a joint venture between any of the parties. You further acknowledge, agree, and understand that you are not an employee of Good Life, and that you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance).
5. Changes to the Service. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service, without notice and without liability, for any reason, including if, in our sole determination, you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
6. Service Location. The Service is controlled and operated from facilities in the United States. Good Life makes no representations that the Service is available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to, export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
Our Proprietary Rights
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Good Life Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Good Life and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Good Life Content. Use of the Good Life Content for any purpose not expressly permitted by these Terms is strictly prohibited.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
No Professional Advice. Information provided through the Service (for example, information related to physical exercise or the quality of a particular Seller) is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
Technical Restrictions
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated “scraping”; (ii) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Good Life servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Good Life grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from www.goodlifesite.com (or any successor URL) for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email or otherwise violating any anti-spam, consumer protection or privacy law, rule or regulation by using another User’s email address; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personal information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on the use of the Service or the content therein; or (xiii) accessing any audiovisual content that may be available on the Service in any manner other than that permitted by the functionality of the Service.
Privacy. We care about the privacy of our Users. You understand that by using the Service you acknowledge and understand that your personal information will be collected, used, and disclosed as set forth in our Privacy Notice. You also understand that your personal information will be collected, used, transferred to, and processed in the United States or any other country in which Good Life or its parent, subsidiaries, affiliates, or service providers maintain facilities.
Security. Good Life cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Third-Party Links and Information. The Service may contain links to third-party materials that are not owned or controlled by Good Life. Good Life does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your personal information on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Good Life’s Privacy Notice do not apply to your use of such sites. You expressly relieve Good Life from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Good Life shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
Release and Indemnity
You hereby agree to release good life from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party in connection with the service. in addition, you waive any applicable law or statute, which says, in substance: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

You agree to defend, indemnify and hold harmless Good Life and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including, without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) or your negligence, recklessness or willful misconduct.
No Warranty
The service is provided on an “as is” and “as available” basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from good life or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, good life, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service.

Further, good life does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the service or any hyperlinked website or service, and good life will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. These terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these terms will not apply to the extent prohibited by applicable law.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Good Life, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will Good Life be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.

To the maximum extent permitted by applicable law, Good Life assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) defamatory, offensive, or illegal conduct of any third party. In no event shall Good Life, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Good Life hereunder or US$50.00, whichever is lesser.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Good life has been advised of the possibility of such damage.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.
Governing Law, Arbitration, and Class Action/Jury Trial Waiver
1. Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of the State of California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right 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 our copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights or proprietary rights, as set forth in the Arbitration Agreement, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement is found to be unenforceable.
2. Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Good Life. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Good Life that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) the Service, including access to or use of the Service, as well as receipt of any advertising, marketing, or other communications from Good Life; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Good Life (each, a “Claim,” and, collectively, “Claims”). This Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your acceptance of these Terms.
  
  If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Good Life at with your full name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding governing law or in which courts any disputes must be brought.
  
  For any Claim, you agree to first contact us at [email protected] and to attempt to resolve the Claim with us informally. In the unlikely event that Good Life has not been able to resolve a Claim it has with you within sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as otherwise provided herein, or as otherwise determined by the Arbitrator. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in San Francisco County, California, unless you and Good Life agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction, on an individual basis only, without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Good Life agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable, or relating to any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to contract formation and whether the Terms, or any provision of the Terms, are unconscionable or illusory.
  
  Notwithstanding anything to the contrary, nothing in this Arbitration Agreement shall be deemed as preventing Good Life from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights or other proprietary rights; or as preventing you from asserting claims in a small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
  
  If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of this Arbitration Agreement, which shall remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
3. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This mutual waiver applies to class arbitration, and, unless we agree otherwise, the Arbitrator may not consolidate more than one person’s Claims. You and Good Life mutually agree that the Arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other Users. You and Good Life further agree that, by entering into these Terms, you and Good Life are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member.
General
1. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Good Life without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
2. Notification Procedures and Changes to these Terms. Good Life may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Good Life in its sole discretion. Good Life reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in these Terms. Good Life is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Good Life may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of the terms of these Terms or any future Terms of Service, do not access or use (or continue to access or use) the Service.
3. Entire Agreement/Severability. These Terms, any amendments and any additional agreements you may enter into with Good Life in connection with the Service, shall constitute the entire agreement between you and Good Life concerning the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the Class Action/Jury Trial Waiver, the entire Arbitration Agreement shall be unenforceable.
4. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Good Life’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
5. Contact. Please contact us at [email protected] with any questions regarding these Terms.