Goodshuffle Pro Terms of Service

PLEASE READ THESE TERMS OF USE CAREFULLY, WHICH CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.

Goodshuffle, Inc. (“Goodshuffle,” “GS,” “we,” “us,” “our”) provides its services (described below) to you through its website located at www.goodshuffle.com or any subdomains thereof (the “Site” or “Website”) and through any mobile applications and related services (collectively, such services, including any new features and applications, and the Site, hereinafter, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service” or “Terms”). By using Goodshuffle, you agree to these Terms of Service as a legal contract (the “Agreement”) between you and Goodshuffle. In order to use GoodShuffle, you must first agree to the terms and conditions of this Agreement. Please read the Agreement carefully before registering with or using Goodshuffle. If you do not agree to comply with the terms of this Agreement, you should not indicate your acceptance of it, and should not use Goodshuffle. You cannot register as a Goodshuffle user unless and until you have expressly indicated your acceptance of this Agreement.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If you are a registered user, we may attempt to inform you of any material changes by notification to the email address you have provided during the registration process. Otherwise, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Any such changes will become effective no earlier than 72 hours after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

Goodshuffle has the right, in its sole discretion, to limit, modify, interrupt, suspend or discontinue any portion of its Service at any time without notice. Goodshuffle shall not be liable for any purported harm or loss arising from or in connection with any such limitation, modification, interruption or suspension.

THIS TERMS OF SERVICE CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST GOODSHUFFLE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

ACCESS AND USE OF THE SERVICE

1.1 Services Description
Goodshuffle offers Services that are designed to provide rental, booking, communication, payment, inventory, and project management tools for and between vendors (“Vendors”), including their employees, and their customers (“Customers”), including any renters, event planners, other vendors, or any third parties of Vendors or Customers, including any agents, representatives, affiliates, clients, contractors, or subcontractors. Goodshuffle may connect Customers to Vendors for the purpose of purchasing, renting, or consuming goods and services for a Customer’s event. Customers may use Goodshuffle’s Services, including its marketplace at www.goodshuffle.com, to find and book transactions with Vendors in planning their events. Vendors may use Goodshuffle’s Services to manage their Customers, contract for goods and services with their Customers, secure payment from their Customers, promote and provide their goods and services to Customers, and manage their inventory and orders.

1.2 Goodshuffle’s Role
When you transact with Customers using Goodshuffle’s Services, you enter into a legally binding contract once a Customer signs your contract, agreement, invoice, or similar document, or you and the Customer otherwise indicate your intent to be bound by the contract. When using Goodshuffle Pro to receive contract signatures, GoodShuffle’s E-Signature Policy applies (https://pro.goodshuffle.com/legal/esign). The actual contract for rental is directly between the Customer and the Vendor. Goodshuffle is not a party to any agreement between Vendors and Customers. All dealings are solely between the respective parties and Goodshuffle makes no representations and warranties on behalf of any Vendors or Customers (including but not limited to the cost, quality, or timeliness of any goods or services provided by any Vendors) and will have no liability for any interactions between Vendors or Customers, including but not limited to any contractual disputes between any Vendors and Customers. Goodshuffle is not responsible for the behavior of a Vendor’s staff, employees, agents, etc. at client sites, such as delivery locations, including but not limited to, the execution of delivery, set-up, break-down, or pick-up of any goods or services. Goodshuffle is not responsible for any contracts or proposals between Vendors or Customers (collectively, “Vendor Contracts”) that you upload to the Service other than making such Vendor Contracts available for review and signature (including e-signature) as authorized by you. Goodshuffle may send “white labeled” emails or other correspondence to Customers on behalf of Vendors, but Goodshuffle is not responsible for the deliverability of those communications.

Notwithstanding the foregoing, Goodshuffle serves as the limited authorized agent of the Vendor and Customer for the purpose of accepting payments from Customers on behalf of Vendors and is responsible for transmitting such payments to the Vendor, and each Vendor hereby appoints Goodshuffle as the Vendor’s limited agent solely for the purpose of collecting payments made by Customers on behalf of the Vendor. Goodshuffle has no control over and does not verify or guarantee the existence, availability, authenticity, quality, value, safety, or legality of any goods or services advertised by Vendors; the truth or accuracy of any advertisements or information posted by any Vendor or Customer; the ability of Vendors to sell or rent goods or services; the ability of Customers to pay for any goods or services; or that a Vendor or Customer will actually complete a transaction. Goodshuffle does not warrant or guarantee that any goods or services offered through the Service will meet a Customer’s requirements. Goodshuffle does not and cannot guarantee that transactions entered into between Users will be completed.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR, MUST EVALUATE AND MAKE YOUR OWN JUDGMENT ABOUT, AND BEAR ALL RISKS ASSOCIATED WITH (I) YOUR INTERACTIONS WITH OTHER USERS, WHETHER ONLINE OR IN PERSON, AND (II) YOUR USE OF ANY PRODUCTS OR SERVICES MADE AVAILABLE BY OTHER USERS.

You acknowledge that we do not screen or investigate the background of any Users, nor do we verify or otherwise warrant the accuracy of any representations or statements made by any User to you or others. Your dealings with Users, and any other terms, conditions, representations or warranties associated with such dealings, are between you and such User exclusively and do not involve GoodShuffle or its sponsors or enterprise partners. It is your sole responsibility to make any necessary, appropriate, prudent, reasonable or judicious investigation, inquiry, research and due diligence with respect to User Content and take whatever precautions you deem necessary or appropriate prior to interactions and transactions with other Users, whether online or in person. GOODSHUFFLE AND ITS SPONSORS AND ENTERPRISE PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE BACKGROUND OR CONDUCT OF ANY USER.

1.3 Types of Services.

Each of the following products and services are referred to in these Terms as a “Service” and together as the “Services”:

Goodshuffle Marketplace. Goodshuffle offers an online marketplace for businesses, such as Vendors, to receive and respond to transaction requests and receive online payments from third parties, such as Customers, through an online account. Each Vendor may only use a single account to support a single business. No Vendor shall share its account with another Vendor.

Goodshuffle Pro. Goodshuffle Pro is an online software solution that provides professional tools for businesses, such as Vendors, to generate quotes, track inventory, provide invoicing, execute automatic payment policies, with Users or third parties, including Customers, through an online account. Each Vendor may only use a single Goodshuffle Pro account to support a single business. No Vendor shall share its Goodshuffle Pro account with another Vendor. If you register for Goodshuffle Pro, you will also have access to the features and functionalities offered by the Goodshuffle Marketplace, and any account you previously associated with your business will automatically become a Goodshuffle Pro account. Goodshuffle Pro is subject to separate terms and conditions, as identified herein.

1.4 Your Registration Obligations

You are required to register with Goodshuffle in order to access and use certain features of the Service. Registered users of Goodshuffle Services (each a “User”) must be of legal age in their applicable state or other jurisdiction to form and perform binding legal contracts for the transactions using Goodshuffle Services. Use of Goodshuffle by anyone who does not meet this age requirement is unauthorized. Your registration for, and/or use of, Goodshuffle constitutes your representation that (a) you satisfy these eligibility requirements, and (b) you have the right, authority and capacity to abide by all of the terms and conditions of this Agreement. Registration is void where prohibited.

If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian. By registering to use Goodshuffle’s Services, (i) you affirm that you are at least 18 years of age or the age of majority in your state or jurisdiction of residence, and (ii) you agree to provide true, accurate, current, and complete information during the registration process, including your real name and contact information (“Registration Information”). Registration Information and certain other information about you are governed by our Privacy Policy. We reserve the right to refuse registration, terminate accounts, cancel transactions, and remove or edit content for any reason at our sole discretion. Goodshuffle may, in its sole discretion and without notice, start, stop and modify any regulation or enforcement measures at any time. Goodshuffle’s action or inaction to regulate content or to enforce any potential violation of this Agreement does not waive its right to enforce the terms of this Agreement with respect to any similar or future potential violation of this Agreement.

1.5 Member Account, Password and Security

You are responsible for maintaining the security and confidentiality of your password, account, and any other security information (such as PIN numbers), if any, and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify Goodshuffle in writing if you suspect any unauthorized use or access of your password, account, or other security information, or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Goodshuffle will not be liable for any loss or damage arising from unauthorized access to or use of your account caused by your failure to comply with this Section.

1.6 Modifications to Service

Goodshuffle reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Goodshuffle will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

1.7 General Practices Regarding Use and Storage

You acknowledge that Goodshuffle may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Goodshuffle’s servers on your behalf. You agree that Goodshuffle has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Goodshuffle reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Goodshuffle reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

1.8 Mobile Services

The Service may include certain services that are available via a mobile device, including but not limited to (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, (iii) the ability to send and receive payments by SMS, MMS, text message, or other electronic means, (iv) the ability to communicate between Vendors and Customers, and (v) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Goodshuffle and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Goodshuffle account information to ensure that your messages are not sent to the person that acquires your old number.

CONDITIONS OF USE

2.1 Limited License
Conditioned on your compliance with this Agreement, Goodshuffle grants to you a personal, limited, nonexclusive, nontransferable license to use the Services. We reserve all rights of ownership in the Services not expressly granted to you. We or our licensors own all right, title, and interest in and to the Services and their content, including the look and feel, as well as all patents, copyrights, trademarks, and other intellectual property rights in such content (“Goodshuffle Content”). Neither your account nor any of your rights or obligations as a Goodshuffle User may be assigned, transferred, rented, loaned, or otherwise distributed or used for the benefit of any other person or entity without our prior written consent.

2.2 Personal Conduct
As a condition of the license granted to you to use the Services, you expressly agree that you will not use Goodshuffle Service in any manner or for any purpose that violates any applicable law or regulation, or any term of this Agreement. Specifically, you agree that you will not (i) access or attempt to access any account that you are not authorized to access, (ii) modify or attempt to modify the Goodshuffle Content in any manner or form, (iii) copy, distribute, or create derivative works based on the Goodshuffle Content, (iv) impair Goodshuffle’s or any other person’s use or enjoyment of Goodshuffle or of any good or service procured through Goodshuffle, including but not limited to, by trespass or burdening network capacity, or (v) sublicense, sell, resell, or otherwise convey the Goodshuffle Content, or any elements thereof.

You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service, whether as a Vendor or Customer. Goodshuffle reserves the right to investigate and take appropriate legal action against anyone who, in Goodshuffle’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. The following is a non-exhaustive list of the kind of content and/or use that is illegal or prohibited by Goodshuffle:

  • Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities, and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Goodshuffle, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Goodshuffle or its users to any harm or liability of any type.
  • Attempt to use or gain unauthorized access to data, accounts, hosts, systems or networks of Goodshuffle, or of any User or other party.
  • Attempt to probe, scan or test the vulnerability of a system or network of Goodshuffle, or of any User or other party.
  • Interference, or any attempt to interfere, with service to any User, host or network, including, without limitation, mail-bombing, flooding, and attempting to deliberately overload the system.
  • Forgery of any TCP-IP packet header or any part of the header information in an e-mail or posting.
  • Impersonate any person or entity, or falsely state or otherwise misrepresent your credentials or your affiliation with a person or entity.
  • Falsification of address information or other modification of e-mail headers to conceal the sender’s or the recipient’s identity.
  • Use Goodshuffle to engage in activities that violate any terms or conditions of any other network access provider or Internet service provider.
  • Post or transmit content on behalf of another; Users must only post content on their own behalf.
  • Post content to or through Goodshuffle (in whole or in part) using any automated means.
  • Any use of Goodshuffle that we deem, in our sole discretion, to be exploitative, harassing, or otherwise harmful to any other person or entity.
  • Impersonate any person or entity, or falsely state or otherwise misrepresent your credentials or your affiliation with a person or entity.
  • Solicit personal information from anyone under the age of 18.
  • Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
  • Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized.
  • Further or promote any criminal activity or enterprise or provide instructional information about illegal activities.
  • Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
  • Use Goodshuffle to engage in activities that violate any applicable law or governmental regulation, including, without limitation, laws and regulations relating to (i) the possession, use, or distribution of weapons, alcohol, prescription drugs or other restricted substances, (ii) pornography, (iii) computer malware, (iv) professional licensing requirements, and/or (v) any other activity which is subject to criminal or civil penalty.

2.3 Restricted or Prohibited Items.
Certain items face serious legal restrictions, raise safety concerns, or may be considered objectionable for varying and sometimes conflicting personal interpretations. If you rent, sell, lease, buy, or distribute any goods or services on Goodshuffle, you are responsible for knowing and complying with laws and regulations of the state and country of destination as well as your local laws.

For these reasons, use of Goodshuffle to buy, sell, rent, lease, or otherwise distribute any of the following will be restricted:

  • Alcohol or Tobacco. The distribution of alcohol and tobacco is controlled by law, and you are solely responsible for complying with the applicable laws and regulations regarding its distribution, and you agree to do so. If you distribute alcohol in the United States, you agree to deliver only to a person of 21 years of age or older. If you distribute tobacco in the United States, you agree to deliver only to a person of 18 years of age or older. If you distribute alcohol or tobacco in another country, you agree to deliver only to a person of legal age to purchase the alcohol or tobacco in the relevant jurisdiction. You agree that, upon delivery of alcohol or tobacco products, the recipient will provide valid government-issued identification proving their age to you and that the recipient will not be intoxicated when receiving delivery of those products. You agree that if any applicable legal requirements for the delivery of alcohol or tobacco are not met, Goodshuffle reserves the right to cancel the alcohol- or tobacco-related portion of any transaction. Goods that directly or indirectly promote alcohol or tobacco consumption by minors or by persons not of legal age to consume alcohol or tobacco are expressly prohibited.
  • Mature content. Goodshuffle may restrict mature content that may be inappropriate for minors, but expressly prohibits pornographic content. Mature content includes depictions of male or female genitalia or nudity, sexual activity or content, profane language, and violent images (i.e., associated with sexual activity, representations of genital organs, sex toys etc.). Pornographic content may include a particularly extreme or explicit version of mature content, or content of a pedophilic or violent nature.

Use of Goodshuffle to buy, sell, rent, lease, or otherwise distribute any of the following is expressly prohibited:

  • Goods that directly or indirectly promote alcohol or tobacco consumption by minors or by persons not of legal age to consume alcohol or tobacco.
  • Drugs (regardless of their legality), narcotics, drug paraphernalia, medical drugs, and pharmaceuticals.
  • Animals and animal by-products.
  • Products of the human body, including, without limitation, human organs.
  • Goods that have been in contact with blood, saliva or sexual organs.
  • Any tool or instrument intended to be used as a weapon to inflict harm on a person, such as guns, knives, other blatant weapons, or substances designed to bring about death, and products that advocate methods of murder.
  • Gambling or lottery devices, and devices in connection with games of chance, except for entertainment purposes when no real money is exchanged.
  • Devices created for the purpose of spying, hijacking, monitoring long distance communication transmitted via telecommunication, and other controlled devices of this nature that are proscribed under any federal or state laws of the United States.
  • Libelous goods or services (i.e., goods or services containing messages that are libelous, injurious, and/or counter to any laws concerning the honor, representation and reputation of others).
  • Stolen or illegally possessed goods.
  • Pornographic content. Pornographic content may include a particularly extreme or explicit version of mature content, or content of a pedophilic or violent nature.
  • Goods that incite discrimination, violence, xenophobia, anti-Semitism or racial hatred.
  • Goods that infringe intellectual, industrial or artistic property rights, or infringe author rights (including, without limitation, counterfeit goods). Pirated goods, and products that lack a serial number or certificate of authenticity.
  • Authentic or official bank cards, credit cards, debit cards, checks and check books.
  • Official documents, or official government or third-party uniforms and badges.
  • Illegal recordings (i.e., that violate applicable wire-tapping or similar laws).
  • False or otherwise counterfeit documents, currency and stamps, or machines that carry out such activities.
  • Any materials, instruments, programs or other items intended for the purpose of creating or protecting against counterfeiting or the falsification of bills or change.
  • Plants and vegetables that are illegal to own or sell in the United States.
  • Dangerous, illicit, harmful, or illegal products or substances.
  • Explosive substances, nuclear materials, or materials fabricated through the aid of explosives.

2.4 Content
Goodshuffle is intended and designed as a local service. A Vendor may configure their account to service a specific geographic area associated with its ability to service that area. You are solely responsible for all of the information and/or materials that you publish, display or otherwise communicate in any manner through Goodshuffle or transmit to any other User (“User Content”). You will not post or distribute to another User any illegal or prohibited User Content, including, but not limited to, User Content that:

  • is patently offensive, such as User Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
  • harasses or advocates harassment of another person.
  • involves the transmission of unsolicited mass mailing (i.e., “spamming”).
  • contains information that you know (or reasonably should know) is false or misleading, or promotes illegal activities.
  • is abusive, threatening, obscene, defamatory or libelous.
  • contains or promotes distribution of, or access to, any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity).
  • contains restricted or password-only access pages, or hidden pages or images (i.e., those not linked to or from another accessible page).
  • contains or provides material that exploits people under the age of 18 in a sexual or violent manner.
  • solicits personal information from any minor (i.e., under 18 years of age, or the age of majority in their state or jurisdiction of residence).
  • impersonates any individual.
  • provides instructional information about illegal activities, such as, but not limited to, making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses.
  • solicits a password or personally identifying information for commercial or unlawful purposes from another User.
  • engages in commercial activity other than standard goods rental and/or sales without our prior written consent (such as, but not limited to, conducting contests, sweepstakes, advertising, and/or pyramid schemes).

You acknowledge and agree that Goodshuffle may (but has no obligation to) review and revise or delete any User Content, message, or other material posted to or sent through Goodshuffle that we in our sole discretion determine is in violation of this Agreement, or might be offensive or illegal, or might harm, threaten the safety of, or violate the rights of other Users, persons or entities. We further reserve the right to refuse use of Goodshuffle Services to anyone, for any reason. However, you remain solely responsible for User Content posted or otherwise communicated by you, and the goods and services exchanged by you, through Goodshuffle.

Goodshuffle takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage related thereto, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter or engage in. Further, Goodshuffle is not liable for any statements, representations, or User Content provided by Users through Goodshuffle , and Goodshuffle is not responsible for the content or text of, or any typos, misspellings, grammar or other errors in, User Content. We cannot be responsible for maintaining any User Content that you provide, and we may delete or destroy any such User Content at any time, in our sole discretion.

2.5 Accuracy of Information
You acknowledge and agree that you are solely responsible for the accuracy and content of your User Content. You will not provide inaccurate, misleading, or false information to or through Goodshuffle or to any other User. You agree to promptly notify us if information provided to or through Goodshuffle or to another User later becomes, or is discovered to be inaccurate, misleading, or false. Goodshuffle does not warrant that rental descriptions (such as descriptions of goods or services), User descriptions, or other User Content is accurate, complete, reliable, or error-free. If a good or service you obtain from another User does not meet your expectations, your sole remedy is to pursue the issue with that User in accordance with applicable laws and regulations.

2.6 Insurance
You are solely responsible for any loss or damage suffered as a result of lending, leasing, renting, distributing, selling, or transferring products or services to other Users, or otherwise obtaining, borrowing from and/or using, any good or service of another User via Goodshuffle. You are responsible for obtaining and maintaining any insurance which you deem necessary or advisable to cover any loss or damage to such good or service you make available to other Users, loss or damage incurred by anyone in connection with the use or provision of such good or service, and/or any other loss or damage that may result in connection with your use of Goodshuffle. To the extent that you maintain such insurance, you are solely responsible for ensuring that your policy covers the intended exchange of the good or service.

2.7 Links to Third Party Sites
Goodshuffle may contain hyperlinks to websites that are not controlled by us, and which have their own terms of service and privacy policies. We are not responsible for, and do not endorse or accept any responsibility for, the contents of, or your use of, such websites, and we do not investigate, monitor, or check such websites for accuracy, appropriateness, legality, authenticity, reliability, completeness, or any other criteria.

Yelp. If you provide Goodshuffle with a URL to your listing on Yelp’s website, www.yelp.com, you agree to give Goodshuffle the authority to bind you and your affiliates to Yelp’s API Agreement and that it is fully binding on you. Yelp’s API Agreement is available on its website, or at https://www.yelp.com/developers/api_terms.

2.8 Custom Vendor Policies
Goodshuffle Pro allows you to upload your own custom policies between you and your Customers, such as terms and conditions, delivery policies, and cancellation policies. Goodshuffle Pro also uses software that allows you to set a cancellation policy for the automatic collection of payment from your Customers. When setting your cancellation policy in Goodshuffle Pro’s system, please review the language and the terms you set carefully. You agree that the language that we generate for collecting payment due to cancellation when you use these features in Goodshuffle Pro governs your transaction with your Customers and supersedes the language in any custom cancellation policy that you upload as a standalone document to your account. Goodshuffle is not liable for any errors made in setting your cancellation policies in Goodshuffle Pro’s system, or any inconsistencies between those settings and any custom policies uploaded as a standalone document to your account. You also understand that Goodshuffle is a marketplace and an online community that depends on the feedback of all its Users. You are therefore not permitted to have language in your custom policies that prohibits any User from providing appropriate feedback, such as ratings or reviews, about their interaction or transaction with you, and you waive your right to enforce such language against any Customer when you use Goodshuffle Pro’s Services. To the extent any language in your custom policies conflicts with these Terms, you agree that these Terms govern and supersede your custom policies.

2.9 Feedback
Goodshuffle’s feedback system allows Users to rate each other after a transaction. It's a way to earn a good reputation as a Customer or Vendor on our website. Feedback is an essential tool for letting other Users know about their experiences, and we encourage honest feedback. However, we do not allow misuse of feedback. Inappropriate feedback may be removed, and you may be subject to a range of other actions, including restrictions of your renting privileges and suspension of your account.

You also agree that Goodshuffle may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials. You grant Goodshuffle a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use the feedback you provide to Goodshuffle in any way.

2.10 Monitor
Goodshuffle may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Goodshuffle or its customers, or operate the Services properly. Goodshuffle, in its sole discretion, may refuse to post, remove, or refuse to remove any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these Terms.

2.11 Violations
You agree to promptly report to us any violation of the terms of this Agreement by you or any other User.

USERS

3.1. Types of Users
Goodshuffle Pro authorizes two types of users associated with a Vendor: (1) Full Users and (2) Limited Users. Full User team members will have full access to a Vendor’s projects, billing, inventory, and other Services. Limited User team members will be able to view the fulfillment and files tabs, as well as all tasks and team messages, but they will not be able to view billing, pricing, or contracts. Full and Limited Users may include, for example, your employees, contractors, agents, and clients. The number of Users associated with a Vendor may be limited based upon the subscription you purchase. A User may be referred to in these Terms as “you,” “your,” or “User,” or you may be referred to specifically in your applicable role as an Full User or Limited User. All Users will be required to accept these Terms before accessing the Services. As any User of the Services, unless otherwise explicitly stated in this Terms of Service, all of these terms apply to you each time you access the Services.

3.2. For Administrators
When a Vendor initially registers for and creates an account for Goodshuffle Pro, the Vendor can either authorize himself as the administrator (“Administrator”) of the account or can authorize another Full User to serve as the Administrator. As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that additional Users, such as Full or Limited Users, are Goodshuffle customers, but that you are responsible for your additional Users’ access to the Services. Depending on the types of access rights you grant to additional Users, they may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to additional Users. If you choose to close or terminate your access to a Service, additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Terms of Service by an additional User may result in the termination of an Administrator's or any additional User's access to the Services.

3.3. For Full or Limited Users
As a Full or Limited User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you may not have the same level of access or the same rights as an Administrator. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Full and Limited Users will no longer be able to access such Service or any of the Content within such Service. As Full or Limited User, you understand that if you violate these Terms, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users associated with the same Vendor.

PAYMENT AND FEES

4.1. Payment for Goodshuffle Pro
If you register as a Vendor for Goodshuffle Pro, you agree to pay a preselected subscription fee at the periodicity indicated in the subscription itself and any additional fees assessed by Goodshuffle for use of the Goodshuffle Pro Service, including additional fees (e.g., extra users, SKUs, features, etc.) you agree to pay upon registration or at a later time (collectively, “Payment”). You will pay Goodshuffle the required Payment, as set forth in further detail in the terms of service at pro.goodshuffle.com/pricing. Payment for the Goodshuffle Pro Services is separate from, and may be in addition to, the transaction fees from rentals, purchases, or other transactions of your goods and services via the Goodshuffle Marketplace available at www.goodshuffle.com. Vendors who sell, lease, rent, or otherwise transact through the Goodshuffle Marketplace agree to pay Goodshuffle a percentage of each such transaction, as set forth in further detail in the terms of service at www.goodshuffle.com/terms.

4.2 Renewal
For Users with subscription plans, Goodshuffle will automatically renew Services at the then-current rates according to the periodicity declared in the subscription itself, unless the Services are cancelled or terminated under this Agreement. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4.3 User Responsibilities
A registered Vendor for Goodshuffle Pro is responsible for the required Payment. Please review all of the details of the Goodshuffle Pro subscription that you purchase; some subscriptions provide access to more features of the Goodshuffle Pro Service than others. If any amount payable by you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, Goodshuffle may: a) reverse any corresponding credit issued to Goodshuffle, you, or any other party without liability to you or any other party, (b) apply any money currently held by Goodshuffle to any amount owed to Goodshuffle by you, (c) initiate another debit in substitution for the dishonored debit until the debit is honored and to initiate separate debits to cover any NSF fee or dishonored payment fees, (d) charge you a one-time insufficient funds penalty fee for each occurrence, (e) report this information to any and all credit agencies and/or financial institutions, and/or (f) immediately terminate this Agreement. Goodshuffle may assess and collect interest on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all collections costs will be charged to you, including but not limited to any costs associated with termination of this Agreement, and attorney fees, where permitted by law.

4.4 Effect of Termination or Cancellation on Payment
In the event that Goodshuffle is unable to charge a User's chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as Goodshuffle is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement. The Administrator may ALSO notify us if he or she wants to cancel the Goodshuffle Pro subscription before the first day of the new subscription period. If you stop using the Goodshuffle Pro Service, Goodshuffle has fulfilled your subscription term. Fees for the Goodshuffle Pro Service are not eligible for any proration of unused subscriptions or refunds, even if access to the Service is cancelled or terminated.

4.5 Third Party Services
Goodshuffle itself does not process payments for Services. Goodshuffle uses third-party payment processing services.

For example, Goodshuffle uses Stripe (“Stripe”) payment services to process payments, which accepts Visa®, Mastercard®, Discover®, and American Express®. By using the Stripe payment services available through Goodshuffle, you agree to provide your financial account and related billing information to Stripe, be bound by Stripe’s terms and conditions (available at https://stripe.com/us/terms along with its privacy policy:https://stripe.com/us/privacy), and you hereby consent and authorize us to share the information you provide to us with Stripe to the extent required to provide the payment services to you. Stripe may also be contacted directly for payment support at [email protected]. Payment processing services for Users on Goodshuffle are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a User on Goodshuffle, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.

Goodshuffle also uses Plaid (“Plaid”) payment services to process payments, which processes ACH payments. By using the Plaid payment services available through Goodshuffle, you agree to be bound by Plaid’s terms and conditions and its privacy policy (available at: https://plaid.com/legal/) and you agree that your information will be treated in accordance with such policy. By using the Plaid payment services available through Goodshuffle, you expressly authorize and grant Plaid the right, power, and authority to (acting on your behalf) access and transmit your personal and financial information (such as from third party banks) as reasonably necessary for Plaid to provide the services to you.

As a condition of Goodshuffle enabling payment processing services through Stripe or Plaid or other third party payment processing services, you agree to provide Goodshuffle accurate and complete information about you and your business, and you authorize Goodshuffle to share that information and any transaction information related to your use of the payment processing services provided by those third parties, such as Stripe or Plaid.

For transactions in the United States, payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information with Stripe, Plaid, or other permitted third party payment processing services, unless stated otherwise. You represent and warrant to Goodshuffle that such information is true and that you are authorized to use the payment method you associate with the third party payment processing service, and you agree to promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services. If you do not notify us of updates to your payment method (e.g., credit card expiration date, billing address, etc.), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

4.6 Fee Disputes
If you dispute any charges by Goodshuffle you must let Goodshuffle know within thirty (30) days after the date that Goodshuffle charges you. As a Vendor, if you agree to refund any fees to a Customer, you are responsible and will pay Goodshuffle (and Goodshuffle may retain) any transaction costs associated with such refund. If a Customer disputes any charge by you, Goodshuffle may connect the Customer to you for purposes of resolving the dispute, but Goodshuffle is not responsible for and will have no liability for resolving any dispute between Vendors or Customers and reserves the right not to participate in resolution of the dispute.

4.7 Price Changes
We reserve the right to change Goodshuffle’s prices. If Goodshuffle does change prices, Goodshuffle will provide notice of the change on the Site or in email to you, at Goodshuffle’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.

4.8 Taxes
You are responsible for collecting and paying any taxes associated with using and making rentals and sales through Goodshuffle’s Services. If you sell or rent physical goods or services on Goodshuffle and reside in the U.S. or Canada, you have the option of including applicable taxes when providing a Customer with a contract. Goodshuffle is not responsible or liable for assessing the applicable taxes or tax rate for your jurisdiction. Goodshuffle’s fees do not include any withholding taxes that might apply. You are required to pay Goodshuffle the full amount of our fees and may not deduct any applicable withholding taxes from that amount.

4.9 Chargebacks
To the extent you (“Payee”) have received payment for goods or services through Goodshuffle from or on behalf of a Customer or other party (“Payor”), the amount of a transaction may be charged back or reversed to Payee’s payment account (a ``Chargeback``) if the transaction (a) is disputed by the Payor, (b) is reversed for any reason, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of these Terms. Payee shall owe Goodshuffle and will immediately pay Goodshuffle the amount of any Chargeback and any associated fees, fines, or penalties assessed by any processing financial institutions, or MasterCard, Visa, American Express, Discover, and other payment card or ACH networks, associations, or companies.

4.10 Fee Avoidance
Any action by a seller to avoid paying a fee is considered fee avoidance and is strictly prohibited by Goodshuffle. This includes, for example, sharing a User’s account information, such as username, password, and PIN, with other Users. The price stated in each listing description must be an accurate representation of the sale or rental. Vendors may not charge excessive shipping or delivery fees. Vendors may not alter the item's price after a sale for the purpose of avoiding Goodshuffle fees, misrepresent the item, or use another User's account without permission.

INTELLECTUAL PROPERTY RIGHTS & RESTRICTIONS

Our Content
Goodshuffle Content and all elements thereof are owned by Goodshuffle, and may be protected by copyright, trademark, patent, trade secret, and/or other laws. Goodshuffle owns and retains all rights, including the worldwide copyright, in all elements of Goodshuffle solely and exclusively, for the duration of the rights in each country, in all languages. This product uses the Census Bureau Data API but is not endorsed or certified by the Census Bureau.

Except as expressly provided herein or otherwise authorized by Goodshuffle in writing, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any Goodshuffle Content without our prior written permission. You may not “mirror” any materials contained on Goodshuffle on any other server without our prior express written permission. Any unauthorized use of any Goodshuffle Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Goodshuffle, Goodshuffle Pro, and any accompanying logos are trademarks or registered trademarks of Goodshuffle. All other trademarks or registered trademarks are the property of their respective owners. The use of company names, product names and logos or images on Goodshuffle does not necessarily constitute an endorsement of the named company or products by, or association with the named company or products with, Goodshuffle.

Portions of Goodshuffle are the subject of one or more patents, including without limitation, US Patent Number 7,933,808.

User Content
We claim no ownership of any intellectual property rights to any User Content you post to or through Goodshuffle. To the extent that you own the rights to such User Content, you retain those rights solely and exclusively. In other words, User Content you upload to Goodshuffle is and will remain yours. However, understand that by posting User Content to or through Goodshuffle, (i) you are allowing others to view that User Content and (ii) you grant us and our designees a world-wide, royalty free, perpetual, irrevocable, non-exclusive and fully-transferable, assignable and sublicenseable right and license to use, distribute, copy, reproduce, disclose, transmit, modify, translate, adapt, create derivative works from, publicly perform, publish and/or display in any format or medium and otherwise exploit all such User Content (in whole or in part), including all data, images, creative works, sounds, text, and other things embodied therein, for any and all commercial or noncommercial purposes. You also represent and warrant that (i) all Registration Information provided by you is correct and current, and (ii) your use of Goodshuffle complies with all applicable laws, and does not violate the rights, including intellectual property rights, of any third party. By submitting User Content, you represent and warrant that the User Content is original to you, that no other party has any rights thereto, that any “moral rights” in such User Content have been waived and that such User Content, and our uses thereof, do not violate, misappropriate or infringe any third party right. Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Process for Submitting Claims of Copyright Infringement

In accordance with the Digital Millennium Copyright Act and other applicable law, we have implemented a procedure for contacting us in the event you feel certain rights might be infringed by content posted through or to Goodshuffle. If you believe in good faith that content hosted by us infringes your copyright, then provide our Registered Agent with the written information requested below.

  1. A full and complete identification of the copyrighted work you claim was infringed.
  2. A clear identification of the material you claim is infringing the copyrighted work, information that will allow us to locate that material on Goodshuffle, such as a link to the infringing material.
  3. Your name, address, email and telephone number.
  4. Include the following statement, signed by you: “I have a good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law.”
  5. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and I am the copyright owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”
  6. The notice must be signed by the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices of claims of copyright infringement should be emailed or mailed, at your choice, to: [email protected] or Goodshuffle, Inc., 1725 DeSales ST NW Suite 802, Washington, DC 20036, Attn: Copyright Agent – EFH.

We will review and address all notices that comply with the above requirements. We recommend that you consult your legal advisor before filing a notice or counter-notice. You may be liable for damages (including costs and attorneys’ fees) if you make a false claim of copyright infringement.

Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit the access to Goodshuffle for any User who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

PERSONAL INFORMATION AND PRIVACY

In the course of your use of Goodshuffle, we may obtain certain personal information from you. Note that any such personal information will be treated by Goodshuffle in accordance with Goodshuffle’s Privacy Policy, which is can be found at https://pro.goodshuffle.com/privacy and is hereby incorporated into this Agreement by reference for all purposes.

DISCLAIMER

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE INFORMATION, PRODUCTS, AND SERVICES PROVIDED BY GOODSHUFFLE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. GOODSHUFFLE , ITS AFFILIATES, AND ITS SPONSORS AND ENTERPRISE PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES RELATING TO THE SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. You may also have other legal rights that vary from jurisdiction to jurisdiction.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL GOODSHUFFLE, ITS AFFFILIATES, OR ITS SPONSORS OR ENTERPRISE PARTNERS BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF ANYONE USER (INCLUDING YOU) IN CONNECTION WITH THE USE OF GOODSHUFFLE, OR THE USE OF ANY PRODUCT OR SERVICE, INCLUDING WITHOUT LIMITATION, DEATH OR BODILY INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, AND/OR ANY OTHER DAMAGES RESULTING FROM INTERACTIONS, COMMUNICATIONS, MEETINGS, AGREEMENTS OR OTHER DEALINGS BETWEEN USERS, OR PERSONS INTRODUCED THROUGH GOODSHUFFLE SERVICES, WHETHER ONLINE OR OFFLINE. GOODSHUFFLE MAKES NO REPRESENTATION OR WARRANTY AS TO THE CHARACTER, CREDIT-WORTHINESS, RENTAL HISTORY OR OTHER QUALITY OF ANY USER. GOODSHUFFLE DOES NOT, AND SHALL HAVE NO OBLIGATION TO, SCREEN AND/OR INDEPENDENTLY VERIFY THE INFORMATION OR OTHER MATERIALS SUPPLIED AND/OR PROMISED BY ANY USER, WHETHER OR NOT SUCH INFORMATION OR MATERIALS ARE POSTED ON GOODSHUFFLE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOODSHUFFLE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GOODSHUFFLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES RENTED, PURCHASED, OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) ANY ACTS, OMISSIONS, STATEMENTS OR OTHER CONDUCT OF ANY VENDORS, CUSTOMERS, OR OTHER THIRD PARTIES ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. YOU AGREE THAT IN NO EVENT WILL GOODSHUFFLE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED IN THE AGGREGATE THE AMOUNT PAID BY YOU TO GOODSHUFFLE DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM FOR DAMAGES, OR, IF GREATER, ONE HUNDRED DOLLARS ($450).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations set forth above may not apply to you. if you are dissatisfied with any portion of the service or with these terms of service, your sole and exclusive remedy is to discontinue use of the service.

INDEMNIFICATION

You agree to release, indemnify, defend, and hold harmless Goodshuffle, its affiliates, and their respective officers, directors, employees, agents, subcontractors, sponsors, and enterprise partners for and against any losses, costs, damages, liabilities, expenses (including, without limitation, attorneys’ fees and costs), actions of any kind and injury (including death) arising out of or relating to (i) any intentional or willful violation by you of any rights of another or harm to another caused by you or any product or service you make available through Goodshuffle, (ii) content you post or transmit to or through Goodshuffle, (iii) activity that occurs through or by the use of your Goodshuffle account (including, without limitation, all content posted or transmitted), (iv) your use of or reliance on any User Content, and (v) any violation by you of any term of this Agreement.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate
This Section “Dispute Resolution By Binding Arbitration” is referred to in this Terms of Service as the “Arbitration Agreement.” Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims that have arisen or may arise between you and Goodshuffle, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be submitted to and finally resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in the District of Columbia, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Delaware, USA to all issues in dispute. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Goodshuffle are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND GOODSHUFFLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

Pre-Arbitration Dispute Resolution
Goodshuffle is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Goodshuffle should be sent to Attn: Goodshuffle, INC, 1725 DeSales ST NW Suite 802, Washington, DC 20036 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Goodshuffle and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Goodshuffle may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Goodshuffle or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Goodshuffle is entitled.

Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Goodshuffle agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of relief sought is more than $10,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Goodshuffle will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Goodshuffle will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.

Future Changes
Notwithstanding any provision in this Terms of Service to the contrary, Goodshuffle agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Goodshuffle written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement.

GOVERNING LAW

This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to its choice-of-law rules. The federal and state courts of the State of Delaware shall be the exclusive forum for resolution of claims or disputes relating to or arising out of this Agreement or your use of Goodshuffle. You submit to the exclusive jurisdiction of the appropriate state or federal courts in Delaware, in any proceeding relating to any such claim or dispute.

NOTICES

Unless otherwise indicated in this Agreement, notices and communications required or permitted to be made pursuant to this Agreement shall be sent by certified or registered mail, postage prepaid or electronic mail as follows: if to you, to the most current email address or physical address on file with GoodShuffle in association with your membership or account; if to Goodshuffle:

Goodshuffle, Inc.
1725 DeSales St NW Suite 802
Washington, DC 20036

TERMINATION

Either you or we may terminate your account and registration with Goodshuffle at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. We reserve the right to immediately suspend or terminate your access to Goodshuffle or any other Goodshuffle Service, without notice, if we, in our sole discretion, determine that you have violated any term of this Agreement. In the event that your access is suspended due to the breach of this Agreement, you acknowledge and agree that any fee(s) you have paid for such service will not be refunded. Following any termination of your account and registration, we reserve the right to send a notice that you have been terminated to other Users with whom you have corresponded.

GENERAL CONDITIONS

This Agreement contains the entire agreement between you and Goodshuffle regarding the use of Goodshuffle and any product or service obtained in relation thereto, superseding any prior agreements (including, but not limited to, any prior versions of this Agreement), whether oral or written. Unless otherwise explicitly stated, the terms of this Agreement will survive termination of your account and registration. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

QUESTIONS?

If you have any questions or concerns about this Agreement or Goodshuffle, please visit pro.goodshuffle.com to contact us.