These Terms of Use (“Terms”) are a binding contract between you and Good Month Labs, Inc. (“Good Month,” “we” or “us”) that govern your access to and use of goodmonth.io or trycake.xyz (collectively, our “Services”). Any terms we use herein without defining them have the definitions given in our Privacy Notice. Additional, separate terms may apply to our Services, including without limitation our Data Processing Addendum, and such additional terms will be considered a part of this Agreement.
THESE TERMS OF USE include a class action waiver and an arbitration provision that governs any disputes between you and GOOD MONTH.
If you have any questions about these Terms or the Services, please contact Good Month at legal@goodmonth.io.
To access or use the Services, you must agree to be unconditionally bound by these Terms. You accept these Terms by clicking to accept or agree to the Terms where this option is made available on the Services, in any agreement or electronic form, or by simply visiting the Services. You must be of legal age and capacity to form a binding contract to accept these Terms. If you are using or accessing the Services on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. These Terms will remain in effect while you use the Services. If you do not agree with these Terms in whole or in part, do not access or use the Services.
If you are a registered client that has purchased or subscribed to our Services (“a Client”), these Terms are incorporated by reference into the Terms and Conditions, Master Services Agreement, End User Agreement, or other written and executed agreements between you and Good Month for your receipt of the Services (in each case, your “Agreement”). Capitalized terms not defined in these Terms have the meanings given to them in your Agreement. In case of a conflict between these Terms and your Agreement, the provisions of your Agreement shall apply with respect to the subject matter of such Agreement.
You acknowledge that you have read and understand the Good Month Privacy Notice. You may review our Privacy Notice at any time by visiting our Services and clicking on the Privacy Notice link.
You and, if you are a Client, your End Users may be required to register and create an account to use certain Services. You agree: (a) to provide correct, current, and complete information as prompted during the registration and account creation process and at all times when using the Services; (b) to maintain and update your information as needed to keep it correct, current, and complete; (c) not to do anything that might jeopardize the security of your account; and (d) to notify us immediately of any unauthorized access to or use of your login credentials, account, the Services, or any other breach of security. You are strictly prohibited from sharing your account login credentials with any third party, or otherwise permitting a third party to use the Services via your account. You are solely responsible for maintaining the confidentiality of your login credentials and account and for all activities that occur on your account. You understand that your login credentials and account access may be revoked if: (i) you share them with any third party (other than as allowed by these Terms), (ii) they are compromised, (iii) you violate these Terms, your Agreement, or our other terms or policies, or (iv) if Good Month terminates these Terms or your Agreement for any reason. If you are a Client, the requirements of this section apply to you with respect to you and your End Users.
As a Client you agree to: (a) be responsible for compliance with these Terms and your Agreement by all of your employees, contractors, agents and other end users accessing or using the Services by, through or in connection with your Agreement (collectively, your “End Users”); (b) ensure that each End User agrees to our Privacy Notice and these Terms and consents to the collection and processing of the End User’s Personal Data via the Services prior to such End User accessing the Services; (c) be responsible for the accuracy and lawful collection and use of any data, including Personal Data of End Users or other individuals, that is provided to Good Month or input to the Services by you and all of your End Users; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Good Month promptly of any unauthorized access or use; and (e) use, and ensure that your End Users use, the Services only in accordance with these Terms, your Agreement, and all applicable laws. Any use of the Services in violation of the foregoing by you or your End Users that in our sole judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.
Unless otherwise expressly indicated, the information contained on the Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing on the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed on the Services, are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by Good Month (collectively, the “Contents”). The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions.
You are hereby granted a revocable, nontransferable, nonexclusive license to access, view information contained on, and interact with the Services solely for your own personal or internal business use. Except for the express licenses granted herein or in your Agreement with us, Good Month does not grant you any right, title, or interest in the Services or Contents. You agree to take such actions as Good Month may reasonably request to perfect Good Month’s rights to the Contents.
You may only display, download, and print in hard copy format the Contents for the purposes of using the Services as an internal or personal business resource. Nothing in these Terms is intended to transfer to you any rights to the Contents or grant you any license to the Contents, except as specifically set forth in these Terms or the applicable license terms pertaining to certain Services features. Without limiting the generality of the foregoing, you do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Good Month. Only a duly authorized officer of Good Month may grant permission or a license to use any of the Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of Good Month is invalid.
By using the Services or features thereof, you represent and warrant that: (a) any information you submit to us is truthful and accurate, (b) you will maintain the accuracy of that information, and (c) your use of the Services and its features does not violate any applicable law, rule, or regulation. Any information that you provide to us will also be subject to our Privacy Notice. You may not use the Services for any commercial purpose (except when transacting business with Good Month) or for any unlawful or wrongful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion of it (including the Contents) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities via the Services, and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Services. If you are a Client, the requirements of this section apply to you with respect to you and your End Users.
Accessing the Services does not authorize you to use the Services or any Contents in any manner other than specifically authorized by these Terms. You may not use our Contents for any purpose not expressly stated in these Terms, including in any way that might disparage us. The permissions described herein will terminate automatically if you breach any of these Terms. Any other use of the Contents on the Services, including reproduction for purposes other than as noted above, without the prior written permission of Good Months is strictly prohibited. You are strictly prohibited from violating or trying to violate the security features of the Services, such as by:
Accessing data not intended for you or logging onto a server or an account that you are not authorized to access.
Attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures unless we expressly authorize that you do so in writing.
Attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing.”
Sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
You hereby agree not to use any device, software, or routine to interfere or try to interfere with the proper working of, or any activity being conducted on, the Services. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine and search agents that we make available on this Services and other than the generally available third-party web browsers. If you or your End Users violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations. If you are a Client, the requirements of this section apply to you with respect to you and your End Users.
Good Month’s unregistered trademarks, including without limitation the Good Month logo, Good Month Productions LLC, and Good Month, and any registered trademarks as well as trade dress, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of Good Month. You may not use any meta tags or any other hidden text utilizing a Good Month name, trademark, or product name without Good Month’s prior written permission. Third-party trademarks and service marks used on the Services are the property of their respective owners, and we use them with their consent. Good Month and the other licensors of the marks on the Services reserve all rights with respect to all Contents and all intellectual property.
While using the Services, you or your End Users may choose to send us certain communications, suggestions, comments, improvements, ideas, or other feedback related to the Services (collectively, “Feedback”). You hereby grant to Good Month all rights, titles, and interests in and to any Feedback submitted by your or your End Users. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback. By providing Feedback, you are representing (on behalf of yourself and, if applicable, your End Users) that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
In the course of using the Services, you or your End Users may have the opportunity to provide, upload, submit or send to Good Month your name, image, likeness, trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you), Feedback, comments, photos, images, or other materials (collectively, “User Content”). You agree to not submit any User Content that:
With respect to any User Content posted by you, you represent that (i) you created and/or own the rights to the User Content, or you have the owner’s express permission to post such content; and (ii) the User Content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies.
You are solely responsible for your User Content and the consequences of posting it online. You assume all risks associated with interacting with others through the Services, and, to the extent the law permits, you release us from any claims or liability related to any User Content posted to the Services and from any claims related to the conduct of any other users. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store User Content at any time and for any reason without notice. We may refuse, alter, or remove User Content without notice for any reason at our sole discretion. We take no responsibility and assume no liability for any User Content that you or a third party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We do not endorse any User Content, and the User Content posted does not reflect our opinions, views, or advice. If you are a Client, the requirements of this section apply to you with respect to you and your End Users.
Good Month does not claim ownership of any User Content. Notwithstanding the foregoing, you hereby grant Good Month an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, modify, make derivative works from, distribute, publish, display, or perform such User Content in whole or in part, by any and all means and media and for any purpose as determined by Good Month. Good Month has no obligation to use any User Content, and Good Month’s use of any User Content does not create or imply any endorsement of or affiliation with you. You acknowledge and agree that Good Month will not compensate you for any User Content.
Good Month takes claims of copyright infringement seriously. It is our policy, in appropriate circumstances and at our discretion, to respond to notices of alleged copyright infringement in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). Upon receipt of a DMCA compliant notice, we will expeditiously remove or disable access to the content that is the subject of the notice. If you are a copyright owner or an authorized agent thereof, and you wish to file a notice of infringement with us, then you may contact us at legal@goodmonth.io. Please include the following information with your complaint (you should speak with your legal counsel or See 17 U.S.C. § 512(c)(3) to confirm these requirements):
If you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. If material is believed in good faith by Good Month to infringe a copyright or otherwise violate any intellectual property rights, Good Month will remove or disable access to the material. Before submitting a notice of claimed copyright infringement, please note that doing so can have serious legal consequences. Be sure to consider whether the “fair use” doctrine or another similar limitation of copyright rights applies in your circumstances. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you are unsure whether the material available online infringes your copyright, we suggest that you contact an attorney before sending us a notice.
Please do not send or provide, or allow your End Users to send or provide, any unsolicited ideas, works, materials, proposals, suggestions, artwork, content, or the like, in any form (all of which are “Unsolicited Submissions”) to Good Month or any of our employees or contractors. As a result of the legal and business complexities, we have adopted a strict policy against accepting or considering any Unsolicited Submissions. Unsolicited Submissions may duplicate efforts made previously by us or our personnel or by third parties, or we may have already used materials similar to the Unsolicited Submissions. The purpose of this policy is to avoid potential misunderstandings or disputes when our products, services, technologies, advertising, promotions, marketing strategies or content might seem similar to Unsolicited Submissions provided to Good Month. If, despite our request that you not send us your Unsolicited Submissions, you still submit them, then regardless of what your correspondence says, you understand and agree that the following terms will apply to your Unsolicited Submissions: (a) your Unsolicited Submissions and their contents will automatically become the property of Good Month, without any compensation to you; (b) there is no obligation for Good Month to review, consider, or otherwise use the Unsolicited Submissions; (c) Good Month may use or redistribute the Unsolicited Submissions and their contents for any purpose and in any way; and (d) there is no obligation to keep any submissions confidential.
YOU USE THE SERVICES AT YOUR OWN RISK. GOOD MONTH MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHERE-IS” BASIS WITH NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. Good Month does not warrant that the SERVICES will meet all of your requirements or that its operations will be uninterrupted or error free, or that any defect within the Services will be corrected. No oral or written information, representation or advice given by Good Month shall create a warranty without a writing signed by Good Month EXPRESSLY CREATING such warranty.
You agree to indemnify and hold GOOD MONTH, our subsidiaries and our affiliates, and their respective MEMBERS, directors, SHAREHOLDERS, officers, agents, partners and employees, harmless from any loss, liability, cost, expense, claim, damages, or demand, including without limitation reasonable attorneys’ fees, due or relating to or arising out of (A) your use of THE SERVICES in violation of THESE TERMS, (B) your breach of THESE TERMS, or (C) any breach of your representations and warranties set forth in THESE TERMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOOD MONTH BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF GOOD MONTH KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL GOOD MONTH BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AGGREGATE OF THE FEES PAID BY YOU TO GOOD MONTH FOR SERVICES RECEIVED PURSUANT TO THESE TERMS ONLY (AND NOT PURSUANT TO YOUR AGREEMENT) DURING THE THREE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR, IF NO FEES WERE PAID DURING SUCH THREE MONTH PERIOD, ONE HUNDRED US DOLLARS ($100), IN EACH CASE, WHETHER OR NOT GOOD MONTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Please read this section carefully. This Arbitration Agreement provides for resolution of most disputes through arbitration instead of court trials and class actions and affects rights that you may otherwise have. YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
Any controversy or claim between you and Good Month arising out of or relating to: (a) these Terms, or the breach thereof, or (b) your access to or use of the Services, or (c) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a “Claim”) not resolved informally shall be resolved through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Lake Oswego, Oregon, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either Party may assert claims, if they qualify, in small claims court in the United States county where the Client is located. Either Party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above. If a Claim implicates this section, and if this section is found to be invalid, unenforceable, or illegal by a court of competent jurisdiction, then such claim must be adjudicated by a court and not by an arbitrator.
The parties agree that each may bring or participate in Claims against the other only in their respective individual capacities, and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. Unless both parties agree otherwise in writing, the arbitrator may not consolidate or join the Claims of other persons or parties who may be similarly situated and may not otherwise preside over any form of a representative or class proceeding.
NOTWITHSTANDING THE ARBITRATION AGREEMENT, IF ANY CLAIM IS NOT SUBJECT TO ARBITRATION, YOU HEREBY CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN MULTNOMAH COUNTY, OREGON, WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS. These Terms shall be governed by Oregon state law. Good Month controls and operates the Services from its offices within the United States. If you choose to access the Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws. You acknowledge that you may not be able to access all or some of the Services outside of the United States, and that access thereto may not be legal by certain persons or in certain countries.
By accessing our Services, registering with us, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you affirmatively consent to: (a) Good Month communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from Good Month electronically; and (c) entering into agreements and transactions with Good Month using electronic Records and signatures. Federal law treats electronic signatures as having the same legal force and effect as if signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You agree to be responsible for keeping your own Records. Please contact us at legal@goodmonth.io if you wish to receive Records in paper format or to withdraw your consent to receiving electronic Records. Agreements and transactions executed prior to this request will remain valid and enforceable.
These Terms commence on the date you first access the Services and continue in full force and effect as long as you access or use our Services in any manner. To terminate these Terms, please contact Good Month at legal@goodmonth.io and discontinue all use of the Services. Good Month may terminate these Terms and your access to the Services at any time for any reason or for no reason without liability to you. Any termination of these Terms is effective when you discontinue all use of the Services or upon notice to you by Good Month, whichever occurs sooner. Upon termination of these Terms, your Agreement shall automatically terminate, and you lose the right to access or use all of our Services. Sections 2, 5 through 11, and 14 through 18 shall survive termination of these Terms. If you terminate your Agreement, these Terms shall remain in full force and effect unless and until terminated as provided in this section. The provisions governing termination of your Agreement are set forth in your Agreement.
We reserve the right to modify these Terms at any time by updating this posting with or without notice. Changes are effective as of the “Last Updated” date at the top of this page. If you use the Services in any manner after the effective date of any change to these Terms, that means you agree to all of the changes.
You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without prior written consent from Good Month. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect. Good Month’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision of these Terms. If any provision of these Terms is held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or shall be severed from the document if, and solely, to the limited extent such construction is not possible, and the remaining portion of these Terms shall remain in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Good Month as a result of these Terms or your use of the Services.
