Terms of Service

TERMS OF SERVICE‍

This TERMS OF SERVICE AGREEMENT (the “Agreement”), by and between the individual or entity (“Client”) named in the GoodUnited Order Form (the “Order Form”) and GoodUnited, Inc. (“GoodUnited”) a Delaware corporation, effective as of the date set forth in the first Order Form between Client and GoodUnited (the “Effective Date”). GoodUnited and Client agree that this Agreement, including all exhibits hereto and the Order Form, represent the entire agreement between the parties with respect to the subject matter of the Agreement.

In consideration of GoodUnited’s engagement hereunder to perform the services and/or provide the products described herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following terms and conditions:

Services.

From time to time during the term of this Agreement, upon request of the Client, GoodUnited will provide certain services (“Services”) to the Client, and the Client shall acquire such Services from GoodUnited, all on the terms and subject to the conditions set forth in this Agreement. The specific details of any Services covered by this Agreement will be expressly agreed by the parties in an Order Form (each, an “Order Form”) and attached Statement of Work (each, an “SOW”). Over the course of the Term of this Agreement, the parties may agree to multiple Order Forms and SOWs for different Services provided by GoodUnited. Each such Order Form and attached SOW will contain a description of the Services to be provided, the price to be paid by the Client to GoodUnited for such Services, the period of performance and such other terms and conditions consistent with this Agreement to which the parties have agreed. Each Order Form shall be binding only upon execution by both parties. Any changes in the scope of Services will be addressed in an amendment signed by both parties.
Client shall provide GoodUnited with all information relevant to the Services and any reasonable assistance as may be required for GoodUnited to properly perform the Services. Client represents and warrants to GoodUnited that all such information will be accurate and complete in all material respects. The adequacy of the scope of work of the Services in addressing Client’s needs is solely Client’s responsibility. Any timing or fee estimate GoodUnited has provided in an Order Form or this Agreement, takes into account the agreed-upon level of assistance from Client and commitment of Client resources.

Software License; Restrictions on Use; Support.
1. To the extent Client enters into an Order Form with GoodUnited for Services that include the use of one or more of GoodUnited’s software products (collectively the “Software”), GoodUnited grants to Client a limited, non-transferable, non-sublicensable right to access and use the Software during the Order Form Term solely for Client’s use in conducting Client’s fundraisers, and subject to any usage and user restrictions set forth in the Order Form. Client shall not use the Software for, or on behalf of, third parties that are not authorized under this Agreement. The use of the Software by Client pursuant to this Agreement shall be subject to any end user agreement, terms of use, and/or privacy policy applicable to any other applicable website, IP address or portal used to access the Software.

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Except as expressly provided in this Agreement, Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works based upon the Software; (iii) reverse engineer the Software; or (iv) access the Software in order to build a competitive product or service.
Client further agrees that it shall not, and shall not permit its employees, contractors or customer to use the Software or other Services to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or the data contained therein; (v) violate the terms of service or privacy policy of any third-party site used to access the Software; or (vi) attempt to gain unauthorized access to the Software or its related systems or networks.
Client is responsible for all activity occurring under Client’s user accounts and shall comply with all applicable U.S. laws and regulations in connection with Client’s use of the Software, including but not limited to privacy laws and export control laws and regulations. Client shall: (i) notify GoodUnited immediately upon becoming aware of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Software; (ii) report to GoodUnited immediately and use reasonable efforts to stop immediately any copying or distribution or misuse of the Software that becomes known or suspected by Client or Client’s users; and (iii) not impersonate another user or provide false identity information to gain access to or use the Software.
To the extent Client enters into an Order Form with GoodUnited for the use of Software, GoodUnited agrees to provide the support and maintenance services set forth in Exhibit A to this Agreement.

Payment Processing.
1. To the extent Client enters into an Order Form with GoodUnited for identifying a payment processing Services, which authorizes GoodUnited to directly communicate with the payment processor to ensure the payment of donations directly to Client from Client’s donors, Client acknowledges and agrees that GoodUnited will identify the services of a third-party payment processor (the “Payment Processor”), currently Stripe, which will process any such payment transactions. In this instance, GoodUnited is a providing an administrative platform and is not a payment processor, broker, agent, financial institution, creditor, or 501(c)(3) nonprofit corporation and GoodUnited never has custody or control of any contributions whatsoever.
2. Client agrees that GoodUnited may assess a transaction fee, as set forth in the Order Form, which will be in addition to any transaction or processing fees assessed by the Payment Processor. Client acknowledges and agrees that in the event of a chargeback or refund provided to a Client donor that Client is solely responsible for the refunded amount and that all associated transaction fees are not refundable. Client agrees that the applicable transaction fee may be automatically deducted by GoodUnited before remitting any donations to Client. At Client’s election, Client donors may be given the option of covering the applicable transaction fee of GoodUnited and the Payment Processor.
3. By entering into an Order Form that includes payment processing Services, Client authorizes the Payment Processor to process transactions in connection with the Services as described in this Agreement. Client agrees to be bound by the Payment Processor’s terms and conditions. Client hereby consents and authorizes GoodUnited to collect, analyze, and share the information that Client, or a Client donor, provides to GoodUnited with the Payment Processor solely as necessary to provide the Service and process the applicable transaction fees. Client acknowledges that GoodUnited is not responsible for any errors by the Payment Processor.
4. GoodUnited agrees that in connection with any payment processing through the Service:
  1. GoodUnited does not collect, store, or otherwise maintain any credit card or payment information through the Software or Service. To the extent any credit card or payment information is submitted through the Software or Services to facilitate a donation, such information will be processed by the Payment Processor, and not GoodUnited.
  2. The Payment Processor will utilize a secure tokenization, or equivalent, method to capture and process credit card transactions through the Software and Service. Any credit card or other payment information will not pass through GoodUnited’s servers and is not saved in any of GoodUnited’s systems.
  3. If payment information is used to facilitate a transaction through the Service, the Payment Processor may return a secure token to GoodUnited that GoodUnited can store and use for future transactions. GoodUnited will store this token so that a donor is not required to re-enter payment information for each transaction. This token can be deleted and removed from our system upon Client or the donor’s request using the functionality provided through the Service or by contacting the Payment Processor.
Client Responsibilities.
1. Client is responsible for ensuring that any recipient that is intended to receive messaging from Client utilizing the Services has opted-in to receive messages from the Client. Client is also responsible for ensuring that it has received sufficient authorization from any donor submitting a payment transaction through the Services, to enable the use of the donor’s data by GoodUnited and the Payment Processor as set forth herein.
2. Subject to the terms of this Agreement, Client may use the Services, including the Software, to create, upload, and distribute customized communications, comprised of text, images, and any other content provided by Client (collectively “Client Content”), for use in Client’s fundraisers and for communicating with existing and potential donors. By submitting Client Content to GoodUnited, or utilizing Client Content through the Services or Software, you grant GoodUnited a royalty-free, nonexclusive, worldwide, transferable license to modify, copy, sell, display, distribute and create derivative works of the Client Content in connection with its delivery of the Services to Client.
3. Client acknowledges that it is fully responsible for the Client Content. Without limiting the generality of the foregoing, Client represents and warrants that: (i) it has the lawful right to reproduce and distribute the Client Content; (ii) the Client Content does not violate any copyright, trademark, trade secret, or other intellectual property rights of any third-party; (iii) the Client Content complies with all applicable federal, state, and local laws and regulations; (iv) the Client Content does not invade any individual’s rights of privacy or publicity; (v) the Client Content is not harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically, or otherwise objectional; (vi) the Client Content does not comprise or consist of hate speech in any form.
4. In the event GoodUnited reasonably concludes that any Client Content violates the terms of this Agreement, in addition to any other rights or remedies it may have, GoodUnited may elect to not distribute, remove and/or delete from the Software any such Client Content. GoodUnited will reasonably endeavor to provide prior written notice to Client before such action, but in any event will promptly notify Client after the Client Content has been removed.
Compensation and Payment.
1. In consideration for the Services, Client agrees to compensate GoodUnited in accordance with prices (the “Fees”) to be negotiated and agreed to in the Order Form. Unless otherwise stated in an Order Form, all Fees will be due and payable on an annual basis. GoodUnited will invoice Client upon execution of the Order Form and payment will be due within thirty (30) days of receipt of such invoice. If Client believes Client’s invoice is incorrect, Client must contact GoodUnited in writing within fifteen (15) days of the date of the invoice identifying the nature of the dispute. Client agrees to pay any undisputed amount.
2. GoodUnited reserves the right to modify the Fees applicable to its Services and to introduce new charges. Any modifications or changes to the applicable Fees will not become effective until the next Renewal Order Form Term (defined below). GoodUnited shall provide Client written notice of any increase in Fees or new charges at least thirty (30) days prior to the end of the then current Order Form Term. In the event that Client does not provide notice of termination to GoodUnited as described in Section 4 below, such Fee changes shall become effective at the commencement of the next Renewal Order Form Term.
3. If any payments are not paid within thirty (30) days of the associated invoice, GoodUnited reserves the right to assess interest against any outstanding amount at a rate of one percent (1%) per month or portion thereof, or the highest amount permitted by law, whichever is higher. If Client has not paid any sums when due hereunder, GoodUnited may, at its option, suspend the Services until such past due sums are paid, regardless of whether or not this Agreement has been terminated.
4. The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on GoodUnited's income. If GoodUnited has the legal obligation to pay or collect taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client unless Client provides GoodUnited with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. In the event Client fails to pay the applicable Fees or expenses when due as set forth in this Agreement, and GoodUnited initiates legal enforcement or third-party collection efforts to recover the past-due amounts, Client agrees to pay all reasonable legal fees and costs incurred by GoodUnited.
Term and Termination.
1. The term of this Agreement shall commence on the Effective Date of the first applicable Order Form and continue until the termination or expiration of the last Order Form in place between the parties.
2. Each Order Form will specify a separate term length (the “Order Form Term”) applicable to the Services being provided pursuant to the Order Form and the applicable SOW. The termination of one Order Form, will not terminate this Agreement or any other applicable Order Form unless otherwise specified and unless no other Order Forms remain outstanding.
3. Either Party may terminate an applicable Order Form (and this Agreement if all Order Forms are terminated) for material breach if the breach remains uncured thirty (30) days after written notice specifying the nature of the breach is provided to the non-breaching party.
4. Upon termination or cancellation of an Order Form, any licenses granted to the Client under the applicable Order Form will terminate effective immediately. The following provisions will survive termination or expiration of this Agreement: (i) any obligation of the Client to pay for Services rendered before termination; (ii) Sections 1, 3, 4, 5, 6, 7, 8, 9, 11, and 12 of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
Confidential Information.
1. Each party (as a “Receiving Party” hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a “Disclosing Party” hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of this Agreement. This includes Confidential Information provided to the Receiving Party prior to the effective date of this Agreement. As used herein, the term “Confidential Information” refers to any and all non-public financial, technical, commercial, or other information concerning the business, technology, and/or affairs of the Disclosing Party, including, without limitation, any cost or pricing information, customer information, contractual terms and conditions, marketing or distribution data, business methods or plans. GoodUnited’s Confidential Information includes, without limitation, all pricing terms offered to Client under this Agreement.
2. Receiving Party shall not disclose or publicize the Confidential Information without the Disclosing Party’s prior written consent. Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own information of a similar nature, but in no event less than reasonable care. The Receiving Party shall not use the Confidential Information for its own benefit or for the benefit of any other person, third-party, firm or corporation except as required in connection with its performance under this Agreement.
3. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement, except for any information that qualifies as a trade secret under applicable law. The parties shall maintain the confidentiality of any trade secret information for so long as the information qualifies as a trade secret.
4. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of Receiving Party; (ii) already known to Receiving Party prior to disclosure pursuant to this Agreement, as evidenced by contemporaneously maintained written records; or (iii) obtained at any time lawfully from a third-party not bound by any obligation of confidentiality and under circumstances permitting its use or disclosure to others. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Receiving Party will, if permitted by applicable law, give Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at Disclosing Party’s expense, and shall disclose only that part of the Confidential Information that Receiving Party is required to disclose. Moreover, nothing herein shall be interpreted as restricting either party’s right to use data or information in an aggregated and de-identified form so long as the aggregated data cannot be recombined in such a way as to disclose any Confidential Information, PII or the Disclosing Party’s identity.
5. GoodUnited acknowledges that some of the Confidential Information it receives from Client pursuant to this agreement may include information that identifies or can be used to identify a specific individual (“PII”). Client agrees to only disclose PII to GoodUnited if its collection and use has been authorized by the individual or otherwise in a manner consistent with applicable law. GoodUnited agrees to only access, use, maintain, or disclose PII received from Client to fulfill its obligations under this Agreement or as necessary to comply with applicable law. GoodUnited shall adopt and employ administrative, physical, and technical safeguards that are designed to prevent unauthorized collection, access, disclosure, and use of PII that comply with applicable law and are, at a minimum consistent with established industry practices for the datatypes in question.
6. In the event GoodUnited becomes aware of an unauthorized use or access of PII (a “Security Breach”), GoodUnited agrees to promptly notify Client. GoodUnited further agrees to (i) take all reasonable steps to remedy and mitigate the impact of the Security Breach and limit the compromise of the PII; (ii) investigate the Security Breach and cooperate with Client in the investigation of the Security Breach; and (iii) fully cooperate with Client on any response to regulatory inquiries, litigation or other similar actions relating to the Security Breach.
7. Each party acknowledges and agrees that any violation of this Section 5 may cause the Disclosing Party irreparable injury for which the Disclosing Party would have no adequate remedy at law, and that the Disclosing Party shall be entitled to seek preliminary and other injunctive relief against the Receiving Party for any such violation. Such injunctive relief shall be in addition to, and not in limitation of, all other remedies or rights that Disclosing Party shall have at law or in equity.
8. Client acknowledges and agrees that it will not disclose to GoodUnited any personal data of EU data subjects (as defined by EU General Data Protection Regulation 2016/679), personal information of California residents (as defined by Cal Civ Code Secs. 1798.100-1798.199), protected health information (as defined by the Health Insurance Portability and Accountability Act and its implementing regulations), third-party credit card or other payment processing information, or other sensitive personal information or information regulated by applicable law, until the parties have mutually agreed to an addendum setting forth each party’s obligations with regard to the collection and use of the protected data.
Proprietary Rights.
1. Unless otherwise expressly set forth in an Order Form, GoodUnited retains all Intellectual Property Rights (defined below) in the Software and/or Services. Unless otherwise expressly set forth in an Order Form, any Intellectual Property Rights developed by GoodUnited in the course of performing the Services for Client shall belong exclusively to GoodUnited. Moreover, the Intellectual Property Rights in, and to, any modifications, derivatives and improvements to the Software made by GoodUnited and/or Client shall, and do hereby vest, exclusively in GoodUnited. “Intellectual Property Rights” means all intangible, proprietary rights, including, without limitation, copyrights, trade secrets, trademarks, patents, design rights, goodwill, look and feel, and moral rights.
2. Except as otherwise expressly set forth in this Agreement or an Order Form, Client retains all Intellectual Property Rights in the Client Content. Notwithstanding the foregoing or any provision to the contrary in the Agreement, Client Content shall not extend to any ideas, messaging flow, sequencing of messages, specific calls of action, methodologies, or processes that may be used in connection with fundraising generally, including all associated Intellectual Property Rights, provided that they do not include Client Confidential Information or Client Marks (as defined below) (collectively, the “Development Tools”). Development Tools shall be and remain the exclusive property of GoodUnited. Client shall have no interest in, or claim to the Development Tools, except as necessary to exercise its rights in the Services.
3. Client hereby grants, a non-transferable, non-exclusive right to use Client’s trademarks, trade names and other brand elements (collectively, the “Client Marks”) solely during the Term of this Agreement and solely in connection with the GoodUnited’s performance of the Services as anticipated in this Agreement. Such use shall be in accordance with the Client’s then-current trademark guidelines as provided to GoodUnited. GoodUnited agrees to promptly modify or stop any use of the Client Marks upon request by Client, although such requests may impact GoodUnited’s ability to deliver the Services, and GoodUnited will not be liable for any resulting delays. Client shall retain ownership of all of the Client Marks and GoodUnited’s use of the Client Marks shall inure to the benefit of Client.
Insurance; Indemnification. ‍
1. Insurance. Each party shall maintain, at its own expense, sufficient insurance coverage to adequately cover such party’s respective obligations under this Agreement. Without limiting the generality of the foregoing, GoodUnited agrees that it shall maintain, at its own expense, cyberliability insurance of up to $5,000,000 per occurrence and in the aggregate. Upon request, and no later than thirty (30) days of a written request therefor, a party shall provide to the other party a copy of its current certificate of insurance evidencing its current insurance coverage.
2. ‍Indemnification. Each party (the “Indemnifying party”) shall at its expense protect, defend, and hold harmless the other party and its respective affiliates, directors, officers, employees, agents, licensors, successors and assigns (the “Indemnified party”) from and against any claim, demand, action, suit or proceeding brought by a third party (a “Claim”), arising from or related to (i) the gross negligence or willful misconduct of the Indemnifying party; (ii) violation of applicable law by the Indemnifying party, or (iii) with respect to GoodUnited as the Indemnifying party, any alleged or actual Claim that Client’s access and use of the Software as permitted under this Agreement, infringes any United States Intellectual Property Right of any third party and with respect to Client as the Indemnifying party, any alleged or actual Claim that the Client Content violates the United States Intellectual Property Right of any third-party. The Indemnifying party shall have no indemnity obligation with respect to any Claim for such portion of the Claim that arises due to the Indemnified party’s negligence, willful misconduct or breach of this Agreement. With respect to each Claim, the Indemnifying party shall indemnify the Indemnified party from and against any and all damages, judgments, awards, fines, penalties, expenses, and costs (including without limitation attorney’s fees and expenses that are awarded to the third party by a court or other authority), that are assessed by a governmental authority or that are payable to the third party in a settlement made by the Indemnifying party.
3. If any Software is, or in either party’s opinion (based on documentable reasons) is likely to be, determined to be infringing, GoodUnited shall at its expense and option either (i) procure the right for Client to continue using it, (ii) replace it with a non-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) terminate the Order Form related to the infringing Software and refund to Client the fees paid for it, prorated for any use of such Software prior to the date of termination.
4. The Indemnifying party’s obligations are contingent upon the Indemnified party (a) promptly giving notice of the Claim to the Indemnifying party once the claim is known; (b) giving the Indemnifying party sole control of the defense and settlement of the Claim (provided that the Indemnifying party may not settle such Claim unless such settlement unconditionally releases the Indemnified party of all liability and does not adversely affect the Indemnified party’s business or service); (c) providing to the Indemnifying party all available information and reasonable assistance; and (d) not compromising or settling such third-party Claim without the Indemnifying party’s approval (such approval not to be unreasonably withheld).
Limitation of Liability.
1. WITHOUT LIMITING THE RIGHTS OF THE PARTIES FOR EQUITABLE RELIEF AND EXCEPT FOR INDEMNIFICATION OBLIGATIONS OF THE PARTIES AND/OR BREACH OF THE CONFIDENTIALITY PROVISIONS IN THIS AGREEMENT, IN NO EVENT: (a) WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO GOODUNITED BY CLIENT AND/OR PROPERLY DUE FROM CLIENT PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM; AND (b) WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE AND EVEN IF THE PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND SUCH DAMAGES WERE FORESEEABLE, AND EVEN IF A PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
Subcontractors.
1. GoodUnited may select and engage one or more subcontractors to perform the Services. GoodUnited shall have full and complete control of and responsibility for all actions of its agents, affiliates, officers, directors, employees and subcontractors, if any, of GoodUnited (collectively, “GoodUnited’s Agents”) and none of GoodUnited’s Agents shall be, or shall be deemed to be, the agents, affiliates, officers, directors, employees or subcontractors of the Client for any purpose whatsoever by virtue of this Agreement. GoodUnited hereby acknowledges and agrees that GoodUnited shall cause each of GoodUnited’s Agents who participate in rendering the Services to comply with the terms of this Agreement, and GoodUnited shall ultimately be responsible for the performance of the Services.
Warranty.
1. Each party represents and warrants to the other that (i) its execution of and performance under this Agreement do not and will not conflict with any other agreement to which the party making the representation is a party, (ii) it is authorized to do business in all jurisdiction(s) in which it has obligations under this Agreement and has obtained all necessary rights, licenses and consents to fully perform under this Agreement; and (iii) its performance under this Agreement will, at all time, comply with applicable law.
2. Services.
  1. GoodUnited represents and warrants that (i) the Services will be performed in a professional and workmanlike manner, (ii) the Services will conform in all material respects to the description and requirements of the Services set forth in this Agreement and the applicable Order Form, and (iii) its performance of the Services will be in compliance with all applicable laws.
  2. Any Software licensed to Client pursuant to an applicable Order Form shall, during the Order Form Term, materially conform to the documentation relating to the Software, if any, provided by GoodUnited to Client and any specifications or requirements expressly provided in the Order Form; provided that in the event the Software does not conform to the specified documentation, specifications, or requirements, Client’s exclusive remedy shall be to have GoodUnited repair, modify or replace the Software per the terms of the support and maintenance services set forth in Exhibit A.
Limitation.
1. UNLESS ADDITIONAL OR DIFFERENT WARRANTIES ARE EXPRESSLY AGREED IN A SEPARATE WRITING SIGNED BY THE PARTIES, THE EXPRESS WARRANTIES PROVIDED ABOVE ARE EACH PARTY’S ONLY WARRANTIES CONCERNING THIS AGREEMENT, AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, INTERFERENCE WITH ENJOYMENT OR OTHERWISE.
Independent Contractors.
1. In accordance with the mutual intentions of the Client and GoodUnited, this Agreement establishes between them an independent contractor relationship, and all of the terms and conditions of this Agreement shall be interpreted in light of that relationship. The relationship of the Client and GoodUnited for purposes of this Agreement is completely independent and unrelated to any other relationship that exists or may exist in the future between the parties. This engagement is not exclusive, and nothing in this Agreement shall be construed to preclude (a) the Client from soliciting or engaging others to act as contractors on behalf of the Client for similar services or (b) GoodUnited from performing similar services for others. This Agreement does not create any employer-employee, agency or partnership relationship or any joint venture. As an independent contractor, GoodUnited’s fees and expenses shall be limited to those expressly stated in this Agreement. None of the employees or agents of GoodUnited shall be considered employees of the Client, nor shall GoodUnited or any of GoodUnited’s employees or agents be entitled to participate in any plans, arrangements or distributions of the Client pertaining to any benefits provided to regular employees of the Client. Subject to the terms of this Agreement: (i) GoodUnited has the sole and exclusive right to control and direct the manner and means by which GoodUnited renders the Services, provided that such manner and means must produce services of a commercially reasonable quality; (ii) GoodUnited may perform the duties at any time or pursuant to any schedule, provided that the Services are completed within the time periods (including any interim time periods) indicated within the description of the Services, or otherwise specified by the Client and agreed to in writing by GoodUnited; and (iii) GoodUnited shall have no obligation to follow any particular sequence in performing the Services.
General. ‍
1. Notices. Notice, demand, or other communication mandated to be given by this Agreement by either party to the other shall be sufficiently given or delivered if it is sent by (i) registered or certified mail, postage prepaid, return receipt requested, (ii) nationally recognized overnight delivery service, (iii) delivered personally, or (iv) sent via electronic mail or facsimile and receipt of such is confirmed by responsive communication. Unless GoodUnited is otherwise notified in writing, Client’s address for notice purposes shall be Client’s address provided as part of Client’s billing information. All notices shall be deemed to have been given upon receipt or, if earlier, two (2) business days after being deposited in the mail as required above. ‍
2. Amendment. This Agreement may not be amended or modified except through a written agreement executed by authorized representatives of each party. ‍
3. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.‍
4. Assignment & Successors. Neither party shall assign, sell or transfer this Agreement, or its rights or obligations hereunder, without the prior written consent of the other party; provided, however, that either party may assign this Agreement without consent, but with written notice, to any of its affiliates or a successor in the event of any sale of all or substantially all of the business of the party whether by sale of assets, merger, reorganization or otherwise. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. ‍
5. Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of South Carolina, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Charleston County, South Carolina.‍
6. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.‍
7. Conflicts among Attachments. If there is any conflict between the provisions of this Agreement and an Order Form, the Order Form will control. ‍
8. Force Majeure. Each party shall be excused from its obligations under this Agreement, and shall have no liability for any resulting loss or damage, in the event and to the extent that its performance is delayed or prevented by any circumstance reasonably beyond its control, including, but not limited to, fire, flood, public health emergency, epidemic, pandemic, explosion, act of any government in its sovereign capacity, act of God or of the public enemy, strike, walkout or other labor dispute, and riot or civil disturbance (each a “Force Majeure Event”). In the event of a Force Majeure Event, the non-affected party may suspend its performance until such time as the other party resumes full performance in accordance with this Agreement. If a Force Majeure Event lasts longer than sixty (60) consecutive days, either party may terminate this Agreement or any applicable Order Form without penalty, and with no further obligation to the other party. ‍
9. Entire Agreement. This Agreement, including the applicable Order Forms and Exhibits, sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.

Counterparts. This Agreement may be executed in any number of counterparts and each will be considered an original. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Slight variations in the form of signature page counterpart executed by any party hereto (including different footnotes or document numbers) shall be considered immaterial and shall not invalidate any such counterpart signature.

updated

4/28/2025

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