[Kinship Partners Inc. d/b/a GoodFriend] (“GoodFriend,” “we,” or “us”) operates Goodfriend.com (the “Website”) and related applications, mobile applications, and associated services (collectively, the “Services”). The following terms and conditions (the “Terms” or the “Agreement”) constitute a binding agreement between you and GoodFriend. GoodFriend’s “Services” include, but are not limited to, scheduling pages maintained by us on which you can schedule appointments for services offered by third-party providers (“Providers”) and payment technology to help you pay for products and services offered by these Providers (“Provider Services”). These Terms govern your use of our Services and constitute a binding contract between you (“you”) and us. By accessing or using our Services, you agree to all the terms and conditions of this Agreement. You must be 18 years of age or over or the legal age to form a binding contract in your jurisdiction to use the Services. THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, IF ANY, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Please see “DISCLAIMER OF WARRANTIES,” “LIMITATIONS OF LIABILITY,” and “DISPUTE RESOLUTION” below for more information. If you do not agree, then you may not use the Services.
Table of Contents
1. THE SERVICES 2. GOODFRIEND DOES NOT PROVIDE ANY ADVICE OR RECOMMENDATIONS 3. THE SERVICES AND CONTENT ARE INFORMATIONAL 4.YOUR RESPONSIBILITIES 5. PAYMENTS 6. CANCELLATION; REFUNDS 7. THIRD-PARTY LINKS AND CONTENT 8. REVIEWS AND USER CONTENT 9. YOUR USE OF CONTENT 10. YOUR INFORMATION 11. DISCLAIMER OF WARRANTIES 12. LIMITATION OF LIABILITY 13. INDEMNIFICATION 14. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION WAIVER 15. COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT 16. MISCELLANEOUS 17. NOTICE TO CALIFORNIA RESIDENTS
1. THE SERVICES
GoodFriend grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use the Services in accordance with these Terms. To access certain Services, including but limited to booking appointments, paying for appointments, and receiving appointment-related communications, you must create an account (“Account”).
2. GOODFRIEND DOES NOT PROVIDE ANY ADVICE OR RECOMMENDATIONS
GoodFriend does not refer, recommend, or endorse any particular Provider, company, brand, individual, entity, opinion, or other information that appear through the Services. We do not make any representations or warranties with respect to these Providers or the quality of the Provider Services; and we are not responsible for ensuring that information (including credentials and availability) a Provider provides is accurate or updated. If you rely on any content, text, data, graphics, images, photographs, video, audio, information, suggestions, articles, scheduling availability, guidance, and other materials provided, made available, or otherwise found through the Services (the “Content”), you do so solely at your own risk.
YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN PROVIDER. WE MAKE NO CLAIMS OR GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROVIDER (INCLUDING THE PROVIDER’S QUALIFICATIONS OR AVAILABILITY), PROVIDER SERVICES, OR CONTENT (INCLUDING PROVIDER CONTENT). WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY CONTENT.
3. THE SERVICES AND CONTENT ARE INFORMATIONAL
The Services are an informational and educational resource for consumers and Providers. We reserve the right, but do not undertake the obligation, to publish Content through the Services. We do not guarantee that the Content is timely, accurate, or complete, and we will not be responsible or liable for any errors or omissions in, or for the results obtained from, the use of such Content. Content related to Providers and their services (“Provider Content”) is provided for general reference purposes only and is not provided by GoodFriend.
4. YOUR RESPONSIBILITIES
You are solely responsible for all expenses you incur for the Provider Services. Further, all information that you provide to GoodFriend must be accurate and up to date. You are responsible for your use of the Services and for all use of your Account, including use by others to whom you have given your Account credentials. You may only use the Services for lawful, non-commercial purposes. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining, or any other means. You may not accumulate or index, directly or indirectly, any Content or portion of the Services (including, without limitation, Provider Content, appointment availability, and price information) for any purpose whatsoever.
Providers are strictly prohibited from using the Services to: (i) view, access, or otherwise use (directly or indirectly) price, availability, or other Content for any purpose other than your own personal use; (ii) establish, attempt to establish, or enforce any agreement or coordination of the prices charged for any product or service; the types or amounts of any product or service offered; or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; (iii) engage in any deceptive or unfair practices (including, but not limited to, booking fraudulent appointments); or (iv) otherwise violate applicable laws or regulations.
You must resolve any dispute between you and any Provider arising from any transaction hereunder directly with the Provider. In addition to our rights in these Terms, we may take any legal action and implement any measures to prevent violations of the restrictions hereunder and to enforce these Terms, our rights, or the rights of a third party.
The Services may provide you the opportunity to pay for Provider Services or other products or services. GoodFriend will process your payment card information, and we or a third-party payment processor may collect from the applicable Provider a fee for our billing, collection, and payment services performed in connection with such payment. You are solely responsible for reviewing the price, products, and services that you purchase from Providers. Providers are required to provide the applicable Provider Service you indicated at the time of scheduling, unless you separately agree otherwise. Services in addition to or different from Provider Services may be offered by Providers. You and the applicable Providers are responsible for agreeing to pricing for any additional or different services. GOODFRIEND IS NOT RESPONSIBLE FOR YOUR OR ANY PROVIDER’S FAILURE TO AGREE TO PRICING FOR ANY ADDITIONAL OR DIFFERENT SERVICES OTHER THAN THOSE YOU BOOKED AND PAID FOR THROUGH GOODFRIEND'S SERVICES.
You expressly agree that:
(a) you are solely responsible for, and you will pay, the applicable fee for the Provider Services charged through GoodFriend;
(b) GoodFriend may process your payment, and may do so in collaboration with our payment processing partner;
(c) GoodFriend is not responsible for any charges incurred for any products or services provided by Provider, including any Provider Service;
(d) GoodFriend is not responsible for any charges submitted for processing by Providers;
(e) in the event you dispute any fees chargeable or charged through GoodFriend by a Provider, you will resolve such dispute directly with the applicable Provider;
(g) you will promptly review all charges processed through the Services, and immediately notify us to the extent you have any questions, concerns, complaints, or disputes.
We are not responsible for any error by, or other acts or omissions of, our payment processor. You further acknowledge and agree that neither GoodFriend nor our payment processing partner will be responsible if either we or our payment processor are unable to complete a transaction for any reason, including but not limited to:
(a) if you have not provided us with accurate, current, and complete payment information;
(b) if you do not have sufficient available funds or available credit to complete the transaction;
(c) if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity;
(d) if your account with us has been terminated or suspended for any reason;
(e) if we or our payment processor have reason to believe that the requested transaction is unauthorized or fraudulent;
(f) or if we terminate or suspend the Services.
6. CANCELLATION; REFUNDS
7. THIRD-PARTY LINKS AND CONTENT
Our Services may include materials from third parties and hyperlinks that may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of, and we do not warrant and will not have any liability or responsibility for, any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please carefully review the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.
8. REVIEWS AND USER CONTENT
You may provide content to us, including messages, reviews, comments, photos, video, images, folders, data, text, and other types of works (“User Content”) and publish User Content on the Services. By providing User Content to us, including via the Services, website, telephone, text message, mail, email, chat, third-party platforms, or otherwise, you grant us a license to use, share, reproduce, modify, create derivative works from, distribute, transmit, broadcast, and otherwise communicate, publicly display, and publicly perform your User Content, and derivative works of your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. By providing User Content to us via the Services or otherwise, you affirm, represent, and warrant that: you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize GoodFriend to use and distribute your User Content as necessary to exercise the licenses granted by you in this section; your User Content, and the use of your User Content as contemplated by these Terms, do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (iii) contain false or misleading content; or (iv) cause GoodFriend to violate any law or regulation or otherwise create liability for GoodFriend; and your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, lewd, harassing, threatening, embarrassing, hateful, or otherwise inappropriate. You expressly agree that GoodFriend shall be under no obligation to compensate you for any User Content.
GoodFriend reserves the right, but does not undertake the obligation, to edit or control User Content that you or others post or publish. If notified that User Content allegedly does not conform to these Terms, we reserve the right (but do not undertake the obligation) to investigate the allegation and determine in our sole discretion whether to remove the User Content, which GoodFriend may do at any time and without notice.
9. YOUR USE OF CONTENT
The Content is owned by us or our licensors and is protected by copyright, trademark, patent, trade secret laws, or other proprietary rights. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain GoodFriend’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Services for your own convenience, but you may not copy, distribute, republish (except as expressly permitted herein), sell, or exploit any of the Content, or exploit the Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither GoodFriend nor its suppliers grant you any express or implied rights, and all rights in the Services not expressly granted by GoodFriend to you are retained by GoodFriend.
10. YOUR INFORMATION
11. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO WARRANTIES OR GUARANTEES ABOUT THE CONTENT OR SERVICES, OTHER THAN THOSE STATED ON THE FACE OF THE WEBSITE AND THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE, OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF INFORMATION PROVIDED BY THE SERVICES, PROVIDERS, OR USERS OF THE SERVICES, OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, GOODFRIEND MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE, AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. GOODFRIEND DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE, BUG-FREE, OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS, OR OTHER HARMFUL ITEMS.
In particular, you acknowledge and agree that GoodFriend has no control over, and no duty to take any action regarding: (i) which users gain access to the Services; (ii) what Content you access; or (iii) how you may interpret or use the Content or actions you may take as a result of the Content. You release us from all liability for your use or inability to use any Content. We and our licensors, suppliers, partners, parent, subsidiaries, or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns make no representations or warranties regarding services or products offered or purchased through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We have no special relationship with or fiduciary duty to you.
12. LIMITATION OF LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR GOODFRIEND ACCOUNT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO CREATE OR MAINTAIN A GOODFRIEND ACCOUNT FOR USE OF THE SERVICES; OR (b) $100. BECAUSE SOME STATES OR JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless GoodFriend and our parents, subsidiaries, and affiliated companies from all liabilities, claims, damages (actual and consequential), demands, and expenses, including reasonable attorney’s fees, that arise from or are related to your violation of these Terms or any applicable law, rule, or regulation, or the rights of a third party.
14. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION WAIVER
Any dispute relating in any way to your visit to, or use of, the GoodFriend website, the Services, your relationship or communications with GoodFriend (including indirect communications through third parties), or otherwise related to this Agreement (“Disputes”), shall be resolved exclusively through confidential arbitration rather than in court, and shall be governed exclusively by the laws of the State of Delaware, without regard to principles of conflict of laws. The United States Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Any question as to the validity of this Arbitration Agreement shall be submitted to confidential arbitration and decided by an arbitrator. If a Dispute arises under this Agreement, you agree to first contact us at firstname.lastname@example.org . Before formally submitting a Dispute to arbitration, you and we may choose to informally resolve the Dispute. If any Dispute cannot be resolved informally, you agree that any and all Disputes, including the validity of this arbitration clause and class action waiver, shall be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association (“AAA”) in a location convenient to you or telephonically. Either you or we may commence the arbitration process by submitting a written demand for arbitration with the AAA and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolution Procedures, Supplemental Procedures for Consumer-Related Disputes, in effect at the time of submission of the demand for arbitration. The AAA’s rules are and a form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org. Except as may be required by law as determined by the arbitrator, no party or arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the state and federal courts of Delaware: (i) any dispute, controversy, or claim relating to or contesting the validity of our, or one of our family company’s, intellectual property rights and proprietary rights, including, without limitation, patents, trademarks, service marks, copyrights, or trade secrets; (ii) an action by us for temporary or preliminary injunctive relief, whether prohibitive or mandatory, or other provisional relief; (iii) any legal action by us against a non-consumer; and (iv) interactions with governmental and regulatory authorities. You expressly agree to refrain from bringing or joining any claims in any representative or class-wide capacity, including, but not limited to, bringing or joining any claims in any class action or any class-wide arbitration.
The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement may be joined to an arbitration involving any other party subject to this Agreement, whether through a class action, private attorney general proceeding, class arbitration proceedings, or otherwise. If an arbitrator or court decides that any part of this arbitration agreement is invalid or unenforceable, the other parts of this arbitration agreement shall still apply; however, if an arbitrator or court decides that the class action waiver is invalid or unenforceable, then the entirety of this arbitration agreement shall be null and void. YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE IN A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION. You shall have thirty (30) days from the earliest of the date that you visit the Website, make a purchase through the Services, or submit information through the Website to opt out of this arbitration agreement, by contacting us by email at email@example.com . If you do not opt out within thirty (30) days from the earliest of the date that you visit the Website, make a purchase through the Services, or submit information to us through the Website, then you are not eligible to opt out of this arbitration agreement.
If there is a dispute between participants on the Website or Services, or between users and any third party (including, but not limited to, Providers), you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users or Providers, you release GoodFriend, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
15. COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT
It is GoodFriend’s policy to respond to a notice of alleged infringement that complies with U.S. Copyright Law. If you believe that one or more of your works have been copied on the Website in a way that constitutes copyright infringement, please provide a written notice of your claim of copyright infringement that is directed to GoodFriend’s designated agent as specified below along with the following information:
A signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
A description, in reasonable detail (including any applicable URL address), of the copyrighted work that you claim has been infringed;
A description, in reasonable detail, of where the material that you claim is infringing is located on the Website;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
17. NOTICE TO CALIFORNIA RESIDENTS
With respect to any electronic commercial service (as defined under California Civil Code Section 1789.3) offered on or through the GoodFriend website, California residents are entitled to the following specific consumer rights information:
The provider of the Services is:
Mars, Incorporated 6885 Elm Street McLean, VA 22101
To file a complaint or to receive further information regarding use of the Website, send a letter to the attention of “Legal Department” at the above address or contact us via email at firstname.lastname@example.org (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 800.952.5210.