C-Screen Terms & Conditions

C-Screen Terms and Conditions of Use

Last updated: 08.24.2021

Welcome to the Goodlifers, LLC (“Goodlifers,” “we” or “us”) website, located at c-screen.com, which provides C-Screen Ratings (“CSR”) services to customers (collectively, the “Site”). The following terms and conditions (the “Terms”) governs your (“Customer” or “you”) access to, and use of, all or part of the Site.

By accessing, viewing, or otherwise using the content, materials, products, or services available through the Site, you certify that you have read, understood, and agree to be legally bound by these Terms and Conditions, the Privacy Policy, and Cookies Notice c-screen.com/privacy. If you do not agree to these Terms, you will not be granted a license to use the Site and you must cease your use of it immediately.

THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER CLAUSE. BY USING THE SITE, YOU ARE ACCEPTING THIS AGREEMENT AND, WHILE YOU MAY STILL PURSUE CLAIMS AGAINST GOODLIFERS, YOU ARE AGREEING THAT YOU MUST PURSUE YOUR CLAIMS IN A BINDING ARBITRATION PROCEEDING (AND NOT IN A COURT) AND ONLY ON AN INDIVIDUAL (AND NOT A CLASS ACTION) BASIS. PLEASE READ THESE TERMS CAREFULLY TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES.

Goodlifers reserves the right, at its discretion, to update or revise the Terms from time to time without notice to Customer.  Customer can review the most current version of the Terms at any time at c-screen.com/terms. Please check this link periodically for changes.  Customer’s continued use of the Site following the posting of any changes to these Terms constitutes acceptance of any such changes. In addition, when using particular services or features of such services, Customer may be subject to additional policies, guidelines or rules which shall be posted from time to time on the Site. All such additional terms are hereby incorporated by reference into these Terms.

Definitions and Interpretation

1.       When used herein, except where the context otherwise requires, (1) a reference to “includes” or “including” or words of similar import shall be construed without limitation; (2) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to the Terms as a whole; (3) references to “person(s)” shall include legal entities as well as natural persons; (4) references importing the singular shall include the plural (and vice versa), and use of the masculine pronoun shall include the feminine; (5) references to days or time periods shall be to calendar days or calendar time periods unless otherwise expressly stated; and (5) the term “Business Day” shall mean any day, excluding Saturdays and Sundays and public holidays in the United States.

Goodlifers Property

2.       As between you and Goodlifers, Goodlifers is and will remain the sole and exclusive owner of all intellectual property rights in and to the Site, including all products and services made available on the Site, and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights (“Site Content”), subject only to the limited license granted in Section 3 of these Terms. All Site Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You shall not remove or alter any copyright notice or any other proprietary notice on the Site or on any Site Content. All names, trademarks, symbols, slogans, or logos appearing on the Site are proprietary to Goodlifers or its licensors. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will Customer have or acquire any ownership rights in or to the Site Content. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate patent, copyright, trademark, and other laws. For the avoidance of doubt, Customer’s use or display of Site Content in conjunction with Customer’s website(s) (or other Customer Content as defined below) shall constitute a derivative work, compilation or joint work and will be actionable under U.S. copyright laws.

3.       Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

4.       Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

General Restrictions on Use

5.       You agree to use the Site only for purposes that are permitted by these Terms and in compliance with all applicable laws, regulations, and generally accepted practices or guidelines in the relevant jurisdictions.

6.       You will not (and will not attempt to):

a.       Access the Site by any means other than through the interfaces that are provided by Goodlifers.

b.       Gain unauthorized access to Goodlifers’ computer systems or engage in any activity that interferes with the performance of or impairs the functionality or security of the Site or Goodlifers’ networks and computer systems.

c.       Access the Site through any automated means or with any automated features or devices (including use of scripts or web crawlers, data mining, scraping, robots, spiders, or any other data gathering or extraction tools), except to the extent the Site is indexed by general purpose consumer-accessible search engines, such as Google or Bing.

d.       Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

e.       Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

f.        Access or collect any unauthorized personally identifiable information, including any names, email addresses or other such information for any purpose, including, without limitation, commercial purposes.

g.       Reproduce, duplicate, distribute, publish, copy, sell, trade, or resell any aspect of the Site for any purpose.

h.       Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

i.         Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

j.         Upload, post, or otherwise transmit, through the Site, any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing,” or any other form of solicitation, including the solicitation of users to become subscribers of other online services.

k.       Sell or otherwise transfer your profile.

l.         Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

m.     Stalk, harass, or otherwise disturb another person.

n.       Impersonate another person.

o.       Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

p.       Infringe any intellectual property rights of any person or entity, including any trademark rights, rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person.

q.       In addition, Customer will respect the patent, trademark, copyright, trade secret rights and other intellectual property rights of other customers, and Goodlifers and will not act to violate any of these rights.

Registration

7.       In order to access certain content, services or features made available through the Site, you will be asked to register and create an account. As part of the registration process, you may be asked to select or submit a username and password. You may also be required to provide Goodlifers with certain information about yourself, including some types of personally identifiable information, such as your legal name, phone number, physical address, and email address. You represent that the personal information you provide to Goodlifers via the Site is true, valid, complete, and up to date in all respects. Should any of the information you provide on the Site change, please login to your account and update such information directly on the Site.

8.       You are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times. You are solely responsible for any and all activities which occur under your account. Goodlifers will not be held responsible or liable for any misuse of your account, including in the event that a third party has access to and uses your password and account login in any way. In the event that your username or account login is used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have notified us.

9.       Goodlifers has the right to disable any username, account login, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

10.   We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Customer Content

11.   “Customer Content” shall mean all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages, or other materials submitted, posted, or displayed by the Customer, on or through the Site. By uploading Customer Content and trademarks (Customer Marks) on the Site, the Customer grants to Goodlifers and its affiliates an irrevocable, worldwide, non-exclusive, royalty-free, transferable, sub-licensable right and license to use, copy, reproduce, adapt, publish, perform, display, and distribute Customer Content (in whole or in part) and Customer Marks solely in connection with and to promote the services.  You agree that you are voluntarily providing Customer Content to the Site and are doing so with no expectation of receiving any compensation.

12.   Goodlifers reserves the right to refuse to accept, store, post, display or transmit any Customer Content in its sole discretion. The Customer represents and warrants that the Customer has the right to grant the license stated above, or that the holder of any rights, including moral rights, in Customer Content and Customer Marks has completely and effectively waived all such rights and validly and irrevocably granted to the Customer the right to grant the license stated above. Customer agrees to be solely responsible for the accuracy of the Customer Content.  Customer agrees to be responsible for all updating and maintenance of the Customer Content.  Goodlifers will not update or correct Customer Content.

13.   Customer represents and warrants that Customer Content does not and will not: (a) violate the privacy rights, publicity rights, copyright rights, or other rights of any person; (b) violate any law, statute, ordinance, regulation, or agreement; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity or is generally false, deceptive, misleading, deceitful, misinformative or constitutes a “bait and switch”; (e) be obscene, child pornographic, or indecent; (f) violate any community or Internet standard; (g) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party.

14.   Customer Content that is shared with third parties or Goodlifers’ affiliates is shared in accordance with the terms of the Goodlifers Privacy and Cookie Notice, which is incorporated herein by reference and available for review online at c-screen.com/privacy.

15.   By posting your Customer Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Customer Content (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Customer Content, and you warrant that moral rights have not otherwise been asserted in your Customer Content.

16.   We do not assert any ownership over your Contributions. You retain full ownership of all of your Customer Content and any intellectual property rights, or other proprietary rights associated with your Customer Content. We are not liable for any statements or representations in your Customer Content provided by you in any area on the Site. You are solely responsible for your Customer Content on the Site, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Customer Content.

17.   We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Customer Content; (2) to re-categorize any Customer Content to place it in more appropriate locations on the Site; and (3) to pre-screen or delete any Customer Content at any time and for any reason, without notice. We have no obligation to monitor your Customer Content.

User Generated Contributions

18.   The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary.

19.   When you create or make available any Contributions, you thereby represent and warrant that

a.       The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

b.       You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.

c.       You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

d.       Your Contributions are not false, inaccurate, or misleading.

e.       Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

f.        Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

g.       Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

h.       Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

i.         Your Contributions do not violate any applicable law, regulation, or rule.

j.         Your Contributions do not violate the privacy or publicity rights of any third party.

k.       Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

l.         Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

m.     Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

n.       Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

o.       Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination, or suspension of your rights to use the Site.

Service Access

20.   While Goodlifers endeavors to ensure that the Site is normally available 24 hours a day, it will not be liable if for any reason it is unavailable at any time or for any period.  Access to the Site may be suspended temporarily and without notice in case of a system failure, maintenance, or repair or for reasons beyond our control.

Site Management

21.   We reserve the right, but not the obligation, to:

a.       Monitor the Site for violations of these Terms of Use.

b.       Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities.

c.       In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof.

d.       In our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems.

e.       Otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

Electronic Communications, Transactions & Signatures

22.   Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Third Party Sites

23.   The Site contains links or references to third party websites or services. These links are provided solely as a convenience to Customer and not as an endorsement by Goodlifers of the contents on such third-party websites. Goodlifers is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party websites. If Customer decides to access linked third-party websites, Customer does so at his/her own risk and subject to the terms and conditions of such third parties.

Privacy

24.   We care about your privacy and the protection of your personal data. Read our Privacy and Cookie Notice c-screen.com/privacy.

Indemnification

25.   Customer shall indemnify Goodlifers and its affiliates and their respective officers, directors, employees and agents from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising out of or incurred in connection with the Site and your use of the Site or products or services obtained through the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the Site Content, the Customer Content, the services, products, information and other materials on, in and made available through the Site, (except to the extent attributable to us), or any breach by you of these Terms. This defense and indemnification obligation will survive these Terms and your use of the Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate in all reasonable respects in such defense. You may not settle any claim contemplated in this Section 24 without the prior written consent of Goodlifers.

Disclaimer

26.   EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER GOODLIFERS, NOR ITS AFFILIATES MAKES ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR NON-INFRINGEMENT WITH RESPECT TO THE SITE, SITE CONTENT, CUSTOMER CONTENT, GOODS, SERVICES, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTIES OR USERS OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SITE, SITE CONTENT, CUSTOMER CONTENT, GOODS, SERVICES, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTIES OR USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

27.   EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITE, THE SITE CONTENT, CUSTOMER CONTENT, AND MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER CONTENT ON AND IN AND MADE AVAILABLE THROUGH THE SITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.

28.   YOU UNDERSTAND THAT THE TECHNICAL PROCESSING AND TRANSMISSION OF ANY SITE CONTENT OR CUSTOMER CONTENT MAY BE TRANSFERRED UNENCRYPTED AND INVOLVE TRANSMISSIONS OVER VARIOUS NETWORKS AND CHANGES TO CONFORM AND ADAPT TO TECHNICAL REQUIREMENTS OF CONNECTING NETWORKS OR DEVICES. PLEASE BE ADVISED THAT WE DO NOT GUARANTEE THAT ANY INFORMATION SENT TO OR FROM OUR SITE WILL BE SECURE DURING TRANSMISSION, NOR CAN WE GUARANTEE THE CONFIDENTIALITY OF ANY COMMUNICATION OR MATERIAL TRANSMITTED TO US VIA THE SITE OR THE INTERNET, INCLUDING, FOR EXAMPLE, PERSONAL INFORMATION SUCH AS YOUR NAME OR ADDRESS. GOODLIFERS RESERVES THE RIGHT TO INTERRUPT OR DISCONTINUE ANY OR ALL OF THE FUNCTIONALITIES OF THE SITE. GOODLIFERS ASSUMES NO RESPONSIBILITY FOR: (A) ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY COMMUNICATION; (B) ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE SITE, INCLUDING ANY INJURY OR DAMAGE TO YOU OR TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM USE OF THE SITE; AND (C) ANY DAMAGE TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING OF THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE.

Limitation of Liability

29.   EXCEPT TO THE EXTENT CONTRARY TO APPLICABLE LAW, IN NO EVENT, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, WHETHER IN CONTRACT, TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL OR EQUITABLE THEORY) SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR: (A) INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, ENHANCED, SPECULATIVE OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE WHATSOEVER; OR (B) LOSS OF REVENUE, PROFITS, GOODWILL, REPUTATION, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS OR DATA, AND IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR APPLICABLE SALES ORDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THESE TERMS OR APPLICABLE SALES ORDER), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND THIS LIMITATION SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

30.   EXCEPT TO THE EXTENT CONTRARY TO APPLICABLE LAW, GOODLIFERS’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR APPLICABLE SALES ORDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY THE CUSTOMER TO GOODLIFERS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM FOR DAMAGES.

31.   NOTHING IN THIS AGREEMENT SHALL OPERATE TO LIMIT CUSTOMER’S PAYMENT OBLIGATIONS; OR LIMIT OR EXCLUDE CUSTOMER’S INDEMNIFICATION OBLIGATIONS.

Copyright Infringements

32.   Goodlifers respects the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

Dispute Resolution

33.   Any dispute arising out of these Terms shall be resolved exclusively through final and binding arbitration conducted by the American Arbitration Association (the “AAA”). Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow the terms of these Terms, as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in Philadelphia, Pennsylvania unless We elect otherwise.

34.   The arbitrator will decide the substance of all claims in accordance with the laws of the State of Pennsylvania, without regard to any conflict-of-law rules or the United Nations Convention on Contracts for the International Sale of Goods. The arbitrator shall not be bound by rulings in prior arbitrations involving different Site users, but is bound by rulings in prior arbitrations involving the same Site user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by Us should be submitted by mail to the AAA along with your demand for arbitration and We will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, we will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the costs of accessing arbitration from being prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf that you otherwise would be obligated to pay under the AAA’s rules. If an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply.

Governing Law and Venue

35.   Without limiting the terms of Section 17 of these Terms, use of the Site and any disputes arising between the Customer and Goodlifers relating to these Terms, shall be governed by and construed in accordance with the laws of Pennsylvania, excluding its conflicts of law rules. Any claims or litigation arising under these Terms will be brought by the Parties solely in the state and federal courts located in Pennsylvania.  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY A