Please read these Terms of Service (the “Terms”) and our Privacy Notice (https://www.goodnook.com/privacy) (“Privacy Notice”) carefully because they govern your use of the website located at https://www.goodnook.com (the “Site”) and the AI-powered technology services which generate redesigns of rooms within houses and buildings to help facilitate design preferences and discovery of products for purchase from third-party merchants, such services being accessible via the Site and corresponding mobile application (“App”) offered by Goodnook, Inc. (“Goodnook”). To make these Terms easier to read, the Site, our services and App are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR UNITED STATES CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND GOODNOOK THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 (DISPUTE RESOLUTION FOR U.S. USERS) BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
2. Privacy Notice
Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.
3. Changes to these Terms or the Services
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Who May Use the Services?
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Goodnook, and not otherwise barred from using the Services under applicable law.
5. Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
6. Free and Paid Functionality and Subscriptions
Certain portions of the Services may be available to you free of charge, while other portions of the Services are subject to fees, such as a subscription which you elect to purchase (“Subscription”), or making a one-time payment (e.g., for additional credits, tokens, or usage of the Services, or otherwise) (each, a “One-Time Payment”). If you sign up for a Subscription, you agree to pay the fees for the Subscription. For clarity, One-Time Payments and Subscriptions are solely for use of the Services (or certain features thereon), and except for certain access to the Services, no products (e.g., tangible products such as furniture, items shown in AI-generated rooms, or otherwise) are sold by Goodnook via the Services, and any purchase of products displayed via the Services is a separate transaction solely between you and the applicable third-party merchant selling such products (“Third-Party Merchant”).
(a) General
Whether you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
(b) Subscriptions
Subscriptions may be offered on monthly and annual bases. If you purchase a monthly Subscription, you will be charged the monthly Subscription fee, and if you purchase an annual Subscription, you will be charged the annual Subscription fee, in each case plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month or year thereafter, as applicable, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE GOODNOOK TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month or year, as applicable, beginning on the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. Subject to applicable law, (i) if you purchase a monthly Subscription, we will send you a reminder notice prior to each renewal, and (ii) if you purchase an annual Subscription, we will send you a reminder notice no less than thirty (30) days and no more than forty (40) days before your Subscription term ends, in each case setting forth the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Goodnook. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
(c) Cancelling a Subscription
YOUR PURCHASES ARE FINAL AND YOU WILL NOT BE ABLE TO CANCEL A PURCHASE AND/OR RECEIVE A REFUND OF A SUBSCRIPTION FEE OR ONE-TIME PAYMENT AT ANY TIME, UNLESS WE AGREE OTHERWISE ON A CASE BY CASE BASIS. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You can cancel your Subscription at any time via your account on the Services. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.
(d) Third-Party Transactions
Any purchase of products (e.g., furniture, paint, or otherwise as shown in AI-generated rooms) displayed through the Services is solely between you and the Third-Party Merchant selling such products, and is governed solely by the Third-Party Merchant’s terms of sale or similar terms applicable to such purchase, as well as any privacy and other policies applicable to such purchase. GOODNOOK IS NOT A PARTY TO ANY SUCH TRANSACTION AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY PRODUCTS PURCHASED FROM THIRD-PARTY MERCHANTS, INCLUDING WITHOUT LIMITATION FOR PRODUCT QUALITY, DELIVERY, RETURNS, REFUNDS, OR CUSTOMER SERVICE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIRD-PARTY MERCHANT WEBSITES AND PURCHASE OF PRODUCTS IS AT YOUR OWN RISK.
7. Your Content
(a) Posting Content
Our Services may allow you to store, share, or transmit content such as photographs and videos (e.g., of rooms, buildings, and the items therein), text (in posts or communications with others), files, documents, graphics, images, music, software, and audio. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Goodnook does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content
By making any User Content available through the Services you hereby grant to Goodnook a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to (i) use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, providing, and improving the Services and Goodnook’s other products and technologies, and for any other business purpose of Goodnook, including without limitation for the development, training, and improvement of machine learning models; and (ii) share User Content with Goodnook’s third-party service providers, including without limitation its hosting providers, artificial intelligence service providers, and Third-Party Merchants.
(c) Your Responsibility for User Content
You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Goodnook on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Goodnook’s Intellectual Property; Output Ownership
We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content. As between you and Goodnook, Goodnook and its licensors own all right, title, and interest in and to any images, designs, renderings, or other output generated by the Services (“Output”), including all intellectual property rights therein. Subject to your compliance with these Terms, Goodnook grants you a non-exclusive, non-transferable, revocable license to use, display, and share the Output solely for your personal, non-commercial purposes.
8. Rights and Terms for Apps
(a) App License
If you comply with these Terms, Goodnook grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
(b) Additional Information: Apple App Store
This Section 8(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
9. General Prohibitions and Goodnook’s Enforcement Rights
You agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights (including but not limited to copyrighted material that you do not own or have permission to use), or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances; or (viii) contains sensitive personal information, including but not limited to payment card information, social security numbers, government-issued identification numbers, health or medical information, or financial account information;
(b) Use, display, mirror or frame the Services or any individual element within the Services, Goodnook’s name, any Goodnook trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Goodnook’s express written consent;
(c) Access, tamper with, or use non-public areas of the Services, Goodnook’s computer systems, or the technical delivery systems of Goodnook’s providers;
(d) Attempt to probe, scan or test the vulnerability of any Goodnook system or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Goodnook or any of Goodnook’s providers or any other third party (including another user) to protect the Services;
(f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Goodnook or other generally available third-party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(h) Use any meta tags or other hidden text or metadata utilizing a Goodnook trademark, logo URL or product name without Goodnook’s express written consent;
(i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(n) Impersonate or misrepresent your affiliation with any person or entity;
(o) Violate any applicable law or regulation; or
(p) Encourage or enable any other individual to do any of the foregoing.
Goodnook is not obligated to monitor access to or use of the Services or to review or edit any User Content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10. DMCA/Copyright Policy
Goodnook respects copyright law and expects its users to do the same. It is Goodnook’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Goodnook’s Copyright and IP Policy at https://www.goodnook.com/copyright, for further information.
11. Links to Third Party Websites or Resources
The Services (including the App) may allow you to access third-party websites or other resources and may display products, pricing, and other information from Third-Party Merchants. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
12. Termination
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at legal@goodnook.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 5, 6 (solely for fees which accrued prior to termination/expiration), 7(b), 7(c), 8, 9, 10, 12, 13, 14, 15, 16, and 17.
13. Disclaimers
(a) General Disclaimer
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
(b) AI Disclaimer
Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar Output for you or a third party. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE, OR IT MAY HALLUCINATE. ALL IMAGES, DESIGNS, RENDERINGS, VISUALIZATIONS, AND OTHER OUTPUT GENERATED BY THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT ACCURATELY REFLECT ACTUAL PRODUCTS, COLORS, DIMENSIONS, OR OTHER CHARACTERISTICS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON SUCH OUTPUT IS AT YOUR OWN RISK. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT MAY BE DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, WE WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM USER CONTENT, OUTPUT (INCLUDING ANY AI-GENERATED RENDERINGS OR VISUALIZATIONS) OR THEIR USE.
(c) Pricing Disclaimer
ALL PRICING OF PRODUCTS SOLD BY THIRD-PARTY MERCHANTS, AS PRESENTED VIA THE SERVICES, ARE ESTIMATES ONLY AND ARE NOT GUARANTEED TO ACCURATELY REFLECT THE ACTUAL PRICE OF ANY PRODUCT AT THE TIME OF PURCHASE. Prices may vary based on the merchant, timing, location, availability, promotions, and other factors. You are solely responsible for verifying the actual price of any product before completing a purchase.
14. Indemnity
You will indemnify and hold Goodnook and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
15. Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER GOODNOOK NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GOODNOOK OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GOODNOOK’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED (I) THE AMOUNTS ACTUALLY PAID BY YOU TO GOODNOOK HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM; OR (II) ONE HUNDRED DOLLARS ($100.00), IF YOU HAVE NOT PAID ANY FEES HEREUNDER.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GOODNOOK AND YOU.
16. Governing Law and Forum Choice
For users of the Services within the United States, these Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. For all other users of the Services, these Terms and any action related thereto will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions, and Section 17 (Dispute Resolution for U.S. Users) will not apply. Except as otherwise expressly set forth in Section 17 (Dispute Resolution for U.S. Users), the exclusive jurisdiction for all Disputes (defined below) that you and Goodnook are not required to arbitrate (e.g., pursuant to Section 17(b) and for users of the Services outside of the United States) will be the state and federal courts located in New Castle County, Delaware, and you and Goodnook each waive any objection to jurisdiction and venue in such courts.
17. Dispute Resolution for U.S. Users
This Section 17 applies to users of the Services within the United States.
(a) Mandatory Arbitration of Disputes
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Goodnook agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Goodnook are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions
As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules
The arbitration will be conducted by JAMS under its Comprehensive Arbitration Rules and Procedures, including the JAMS Consumer Arbitration Minimum Standards where applicable (collectively, the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs
Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief
Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver
YOU AND GOODNOOK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability
With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
18. General Terms
(a) Reservation of Rights
Goodnook and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
(b) Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Goodnook and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Goodnook and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Goodnook’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Goodnook may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices
Any notices or other communications provided by Goodnook under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights
Goodnook’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Goodnook. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
19. Contact Information
If you have any questions about these Terms or the Services, please contact Goodnook at legal@goodnook.com, by phone at (512) 920-2274, or by mail at Goodnook, Inc., 1401 Lavaca St STE 84724, Austin, TX 78701.