Terms of Use

Updated December 14, 2022

Introduction

Welcome to MakeGood. MakeGood, LLC (“MakeGood”) provides this Website to you, subject to the following Terms and Conditions of Use (“Terms”). Please read this page carefully. Your use of this Website constitutes your agreement to the Terms as well as our Privacy Policy and, as applicable, our License Agreement (as defined below) which are incorporated by reference into these Terms. You acknowledge and agree that by accessing this Website that you are entering into a legally binding contract with MakeGood, which incorporates these Terms, the Privacy Policy and, as applicable, the License Agreement (collectively, the “Agreement”). If you do not agree with our Terms or Privacy Policy, please do not use this Website.

License Agreement

This Website is designed to familiarize you with the products and services offered by MakeGood.  In order to obtain these products and services, you will need to enter into an End User License Agreement with MakeGood (“License Agreement”).  If you enter into the License Agreement, then the Agreement between you and MakeGood incorporates these Terms, the Privacy Policy and the License Agreement.  In the event of a conflict, the provisions most favorable to MakeGood shall apply.

Governing Law and Venue

This Agreement shall be exclusively governed by and construed in accordance with the internal laws of the State of Rhode Island and the exclusive venue for any judicial action arising out of or related to this Agreement shall be the state and federal courts located in Providence, Rhode Island. You and MakeGood stipulate to, and waive any objection to, the personal jurisdiction and venue of such courts and submit to service of process as provided in such courts.

Copyrights and Trademarks

This Website, as a whole, is copyrighted as a collective work, and individual works appearing on or accessible through this Website are likewise subject to copyright protection. You agree to honor the copyrights in this Website (including the selection, coordination and arrangement of the contents of this Website) and in the works available on or through this Website. You may download and maintain single copies of designated materials for your personal use only as directed in License Agreement.  In addition, trademarks and trade dress belonging to us or to others may appear on or are accessible through this Website. The fact that we have permitted you access to this Website does not constitute authorization to reproduce our trademarks or trade dress for any other purpose.

Prohibited Uses

This Website may not be used for any illegal or unlawful purposes. MakeGood reserves the right to terminate usage by any user that MakeGood deems questionable. Prohibited uses include, but are not limited to the following: You shall not access, collect, record, alter or interfere with account data that does not belong to you – any attempts or successes at violating another user’s data or privacy shall result in breach of this Agreement and may result in termination and legal proceedings: You shall not enter data that is knowingly inaccurate, incomplete or false; You shall not enter data that does not belong to you; You shall not enter data for another user; You shall not post or transmit any content that violates the copyright, privacy, confidentiality, publicity or intellectual property rights of any person/entity or that reveals any information that should be known to be confidential or proprietary; You shall not upload anything that may cause excessive strain on our systems and network; You shall not use our products or services for anything other than their intended uses; You shall not post (or link to) anything threatening, abusive, pornographic, discriminatory, or anything that does not meet the standards determined, solely and exclusively, by MakeGood; You shall not use our products or services with the intent of hurting, damaging, destroying, or otherwise infringing on the stability and usefulness of our products or services; You shall not upload anything that is designed to damage the systems (ex. Viruses, Trojan horses, worms, time bombs, etc.) or designed to crack the system or extract protected data; You shall not distribute what MakeGood defines as protected materials to any third party. This may include contact data, passwords, discounts, etc. This includes the sharing of protected data with other users; You shall not utilize data from the Website in an attempt to bypass the Website’s security and extract protected data from outside sources; You shall not aggregate, package, spider, collect, display any of the content on this Website without the express written consent of MakeGood; You shall not copy, duplicate or use any of the coding, markup language, or software that comprises the Website or any of its products or services; and you shall not reverse-engineer or decompile product or services;

Changes/Modifications

MakeGood may modify this Agreement at any time upon posting a new version via the Website or by other notice to you. You should review this Agreement periodically. Your continued access to or use of the Website constitutes acceptance of modified provisions. This Agreement may otherwise only be modified by a writing signed by both parties.

Termination of Services / Access

We reserve the right to change the contents of this Website or to discontinue or change the products or services at any time, as well as the right to deny access to the Website to any person whom we have reasonable grounds to believe may be using the Website for an unlawful or unauthorized purpose or in a manner that may harm us. MakeGood shall not be liable to you or to any third party for any modification, suspension or discontinuance of the products and services made available through this Website. Sections intended to survive, including without limitation, disclaimers, limitations of warranties and liability and miscellaneous terms, shall expressly survive any termination of this Agreement.

Accounts

To enter into the License Agreement, you must use an account. You represent and warrant that all account information you provide is current, complete, and accurate and that you will update that information as necessary. You are responsible for maintaining the confidentiality of your account information, and you agree to notify MakeGood immediately of any unauthorized use of your account. We reserve the right to refuse, suspend, or terminate your account and license to use the products or services, or take such other action as we deem necessary, in our discretion at any time for your suspected or actual breach of this Agreement or any applicable law.

Third-Party Websites; Disclaimers and Limitations of Warranties and Liability

This Website makes no guarantees as to the accuracy or truthfulness of any data posted on our Website. Any damage incurred by reliance upon this information is not the responsibility of MakeGood or its affiliates or partners. By using our Website or entering into the License Agreement, you assume all responsibility for and risk arising from your use of and reliance upon the contents or information provided. MakeGood makes all reasonable efforts to ensure that its products and services comply with the laws in effect in all jurisdictions where the products or services may be offered. That said, there are complex, evolving and occasionally conflicting requirements of these laws.

References and links to products and services belonging to third parties are provided for your convenience and do not represent our endorsement of such products or services. Materials accessible from or provided to us by third parties are strictly the responsibility of the third party who added such materials or made them accessible. While we reserve the right to monitor third-party discussions and to remove materials that we believe are inappropriate, we do not assume any obligation to do so and disclaim any liability for failing to take such action.

You assume all liabilities and risks associated with your interaction with any third parties you come in to contact with through our Website or entering into the License Agreement.  You agree to release MakeGood from liability resulting from any damages or occurrences resulting from the usage of our Website or entering into the License Agreement.

THIS WEBSITE AND ANY PRODUCTS OR SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY INFORMATION CONTAINED ON, ACCESSIBLE THROUGH OR DERIVED BY YOU FROM THE WEBSITES AND WITH RESPECT TO ANY PRODUCTS OR SERVICES DELIVERED. WE LIKEWISE DISCLAIM ANY AND ALL LIABILITY TO YOU ARISING OUT OF INTERRUPTION OR DAMAGE TO YOUR COMPUTER SYSTEM OR SOFTWARE AS THE RESULT OF ACCESSING OR OTHERWISE USING THIS WEBSITE OR OUR PRODUCTS OR SERVICES. WE NEITHER WARRANT NOR REPRESENT THAT THE PRODUCTS OR SERVICES OR INFORMATION PROVIDED WILL ENABLE YOU TO ACHIEVE ANY PARTICULAR RESULT OR OUTCOME, LEGAL, ECONOMIC, OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST REVENUES, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF YOUR USE OF THIS WEBSITE OR OUR SERVICE. IN THE EVENT THAT ANY OF THE FOREGOING LIMITATIONS AND DISCLAIMERS IS INEFFECTIVE, YOU AGREE THAT OUR MAXIMUM LIABILITY TO YOU SHALL BE THE AMOUNT SET FORTH BELOW.

IN NO EVENT SHALL MAKEGOOD, ITS OWNERS, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, OR FAILURE TO MEET ANY DUTY (INCLUDING GOOD FAITH, REASONABLE CARE, NEGLIGENCE, OR OTHERWISE), REGARDLESS OF THE FORESEEABILITY OF THE LOSS OR DAMAGES OR NOTICE OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE LOSS OR DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER THEORY OR FORM OF ACTION. YOU AGREE THAT THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN MAKEGOOD AND YOU. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. WITHOUT LIMITING OTHER PROVISIONS, IN NO EVENT WILL MAKEGOOD OR ITS AFFILIATED ENTITIES OR AGENTS BE LIABLE TO YOU FOR ANY CLAIMS EXCEEDING USD $50.00.

Some jurisdictions may not allow the exclusion of certain warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations may not apply to you.

Assumption of Risk; Indemnification

You knowingly and freely assume all risk when using the Website or entering into the License Agreement. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify MakeGood and its members, managers, subsidiaries, affiliated companies, employees, agents, officers, owners, directors, successors, and assigns (who shall be third-party beneficiaries of this provision) from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages, loss, or harm, whether to you or to third parties, relating to your content, actions, or use of the Website or entering into the License Agreement.

DMCA Policy

MakeGood respects the intellectual property rights of others and as such, we follow the notice and takedown procedures in the Digital Millennium Copyright Act (“DMCA”). If you believe content located on or linked by this Website violates your copyright, please immediately notify us by emailing us a takedown notice (“Infringement Notice”), providing this information: (a) a signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf; (b) an identification of the copyright claimed to have been infringed; (c) a description of the nature and location of the material that you claim to infringe your copyright, in sufficient detail to permit MakeGood to find and positively identify that material; (d) your name, address, telephone number, and email address; and (e) a statement by you: (i) that you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner’s agent; and, (ii) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf. Infringement Notices should be sent to [email protected] with the subject line “DMCA Notice.” You may also contact us at 844-328-4276 or by mail at 6 Liberty Square #2156 Boston, MA 02109 United States. MakeGood will respond to all DMCA-compliant Infringement Notices, including, as required or appropriate, by removing the offending material or disabling all links to the offending material. If we take action in response to an Infringement Notice, we will make a good faith attempt to contact the person or entity who made the Content available. Under the DMCA, you may be held liable for damages based on material misrepresentations in your infringement Notice. You must also make a good-faith evaluation of whether the use of your content is a fair use; fair uses are not infringing. If you are not sure if content located on or linked to by the Service infringes your copyright, you should first contact an attorney. If you believe we have disabled your content in error, you may submit a counter notice under the DMCA.

Miscellaneous

This Agreement (including the documents incorporated by reference herein) is the entire agreement between MakeGood and you concerning the products and services. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. Should any part of this Agreement be declared invalid, void, or unenforceable by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and this Agreement is severable. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of MakeGood. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Except where expressly stated herein, there are no third-party beneficiaries to this Agreement.  The use of MakeGood products and services is intended to be limited to the United States of America.  Without limiting the generality of any other limitations set forth in this Agreement, MakeGood makes no representation, or warranties regarding the use of this Website or its products or services outside the United States of America.  The headings in this Agreement are for convenience only. These Terms apply to the fullest extent permitted by applicable laws. You may have other rights and remedies not outlined above. These Terms and any offers are void where prohibited. Neither party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond that party’s reasonable control, including “acts of God,” labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, pandemics, epidemics, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. MakeGood Website and products and services are not intended for children under the age of 18.