Published: November 18th, 2008

1. INTRODUCTION. We provide you access to the Goodwell Referral Platform Service subject to these Terms of Service, together with the terms and conditions of each Network Participation Agreement signed by your Network Manager (as further described below) and all Goodwell Rules & Policies that are published on the Goodwell Referral Platform Service (collectively, the “Agreement”). The Goodwell Referral Platform Service permits you and your company/organization to enter into ongoing referral relationships with groups of other entities (“Networks”) and their associated end users. For example, you and your Network can use the Goodwell Referral Platform Service to send, manage, report on and bill other Networks for business they provide to your customers based on your referrals. The Goodwell Referral Platform Service includes online resources offered through one or more websites and applications, along with related services provided by Goodwell Technologies, Inc. or our affiliates.

2. AGREEMENT. To use the Goodwell Referral Platform Service, you must agree to and comply with this Agreement.

3. DEFINITIONS. In this Agreement, (i) “we,” “us,” and “our” means Goodwell Technologies, Inc. or our affiliates; (ii) the “Service” means the Goodwell Referral Platform Service, including all information, materials and services included by us on it and all websites that we operate in connection with the Service (including publicly available websites as well as secure Network-related ones); (iii) “you” and “your” mean you and the company or other entity on behalf of which you are using the Service. Other paragraphs of this Agreement also include definitions for other terms used in this Agreement.

4. UPDATES AND NEW PROVISIONS OF AGREEMENT. We will post any updates, changes, or supplements to these Terms of Service or other parts of the Agreement on the Service, and you should check each time you use the Service to review the current terms of the Agreement. The new or revised parts of this Agreement will become effective, and will be deemed accepted by you, after we initially post them and they will apply on a going-forward basis with respect to your activities related to the Service after the posting date. If you do not agree with the new or revised Agreement, you must terminate your use of the Service, which is your sole and exclusive remedy. Your continued use of the Service after we post new or revised parts of this Agreement means you accept the then-current Agreement in its entirety.

5. AGE REQUIREMENTS. The Service is available only for use by adults 18 and older. If you are younger than 18, you may not use the Service.

6. SYSTEM REQUIREMENTS. In order to access the Service, you need to have access to a compatible computer or other device, to high speed Internet access (fees may apply) and certain software (fees may apply). Your use of the Service may be affected by the performance of these elements. You acknowledge and agree that such system requirements may also change from time to time, and you are responsible for meeting them.

7. GOODWELL’S PRIVACY POLICY. Your use of the Service is also subject to Goodwell’s Privacy Policy, which you can review at Privacy Policy. If you have not already read Goodwell’s Privacy Policy, you should do so now.

8. POLICIES & RULES. Your use of the Service is subject to the Goodwell Referral Platform Service Policies & Rules at Policies and Rules and all other terms and conditions required for use of the Service or any particular network that you elect to participate in through the Service, all of which are hereby made a part of this Agreement. If you have not already read the Goodwell Referral Platform Service Policies & Rules, you should do so now.

9. REGISTRATION DATA. You agree to provide accurate, current and complete information required to register with or use the Service (“Registration Data”). You further agree to maintain and update your Registration Data as needed to keep it accurate, current and complete. We may terminate your right to use the Service if any information you provide us or other users is false, inaccurate or incomplete. You agree that Goodwell may store and use the Registration Data you provide, including billing information, for use in connection with the Service.

10. USER ACCOUNT & SECURITY.

1. Account and Password. After you have registered to use the Service, you may establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else, or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Goodwell of any unauthorized use of your Account or any other breach of security. Goodwell is not responsible for any losses arising out of the unauthorized use of your Account.
2. Network Membership & Usage Capabilities. You can only be granted membership in a Network by a Network Manager (“Network Manager”) who establishes and maintains such status in compliance with a Network Access Agreement. The Network Manager grants you access to a particular Network’s set of capabilities on the Service, and is responsible for your use of the Service as part of their Network. You may be granted access to more than one Network by more than one Network Manager. For each Network that you belong to, you must comply with that Network’s policies and rules when you access that Network’s capabilities on the Service.
3. Security. You understand that the Service includes a security framework designed to allow you to use certain capabilities of the Service depending on the user rights granted to you by a Network Manager. These user rights are described to you via the Service, including as part of the Goodwell Referral Platform Service Policies & Rules and additional network-specific rules that may be posted by applicable Network Managers. All such rules may change from time to time without advance notice. As you use the Service, your Account information is stored by the Service and you may view and modify it. Goodwell may also review it to ensure your compliance with this Agreement, including the Usage Rules. You will not access the Service by any means other than through software that Goodwell makes available to you for accessing the Service. You will not access or attempt to access an Account that you are not authorized to access. Violations of Goodwell’s system or network security, including in connection with violations of this Agreement, may result in civil or criminal liability.
4. Interference with Service; Trespass. You will not engage in any activity in connection with the Service that interferes with, disrupts, damages, or accesses in any unauthorized manner the software, equipment and other technology that we use to provide the Service or any content or data stored on or accessible through the Service.

11. REFERRAL AGREEMENTS.

1. Compliance with Referral Agreements. The Service enables your Network Manager(s) and you, to the extent permitted by your Network Manager(s), to enter into and manage online (and offline) agreements (“Referral Agreements”) with other Networks and their participants. By using the Service, you agree to comply with all terms and conditions of the Referral Agreements you enter into, including any you enter into on behalf of your Network(s) (whether in the role of a customer, purchaser, seller, supplier, referral source or otherwise).
2. Contents of Referral Agreements. We reserve the right to review and approve or require changes in the terms of Referral Agreements at any time. However, we do not have any obligation to review in advance the terms and conditions of Referral Agreements before they are published via the Service, and we have no liability or responsibility for any terms and conditions that may be set forth in a Referral Agreement, nor for participants’ compliance with or failure to comply with such agreements.
3. Electronic Signatures & Contracts. Your use of the Service may include the ability to enter into Referral Agreements electronically. In addition, you may (if permitted by your Network Manager(s)) have the ability to accept referrals on behalf of your Network(s). YOU ACKNOWLEDGE AND AGREE THAT YOUR ACTIONS TAKEN VIA THE SERVICE, INCLUDING ELECTRONIC SUBMISSIONS, CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND PERFORM IN ACCORDANCE WITH SUCH REFERRAL AGREEMENTS, INCLUDING WITHOUT LIMITATION ALL PAYMENT TERMS THEREOF. SUCH AGREEMENT BY YOU TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL TRANSACTIONS YOU ENTER INTO VIA THE SERVICE AND RECORDS ESTABLISHING THE TERMS OF SUCH TRANSACTIONS, INCLUDING WITHOUT LIMITATION APPLICATIONS, NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND WARRANTIES.
4. Right to Change Agreements. Referral Agreements are subject to modification in accordance with their terms.

12. CHANGES TO AND SUSPENSIONS OF SERVICE; LIMITATIONS ON YOUR ACCESS. Goodwell reserves the right to change, suspend, remove, or disable access to the Service or any portion of the functionality or content thereof at any time with or without notice. In no event will we be liable for any such action. We may also impose limits on your use of or access to certain functionality or content within the Service with or without notice, and without liability.

13. INTELLECTUAL PROPERTY.

1. Acknowledgment of Ownership. You agree that the Service, including but not limited to graphics, screen design, data structures, editorial content, and the software and other technology that we use to provide the Service, is proprietary to Goodwell and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with this Agreement. No part of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, create derivative works of, rent, lease, loan, sell or distribute the Service (or any part of it) in any manner unless you have our express written authorization.
2. Copyrights. All copyrights in and to the Service, including all underlying software technology, are owned by Goodwell and/or its licensors, who reserve all rights except as expressly licensed under this Agreement.
3. Trademarks. The Goodwell Logo, the “Man in the Box” logo and other Goodwell trademarks, service marks, graphics and logos used in connection with the Service are trademarks of Goodwell in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be trademarks of their respective owners. You are not granted any right or license with respect to any such trademarks.
4. Trade Secrets. Your use of the Service may provide you with authorized access to confidential and proprietary information and materials of Goodwell and one or more Networks. You agree not to use the Service to circumvent the terms of any Referral Agreement or in any other manner that is not consistent with the business purpose of the Service and its use by any Network. Examples of such unauthorized uses of the Service include (i) using the Service to engage in any activity with the purpose of circumventing any Referral Agreement or related activity supported by the Service; (ii) any attempt to make payments to another Network outside the Service in connection with any information or material you have access to via the Service, and (iii) disclosing Referral Agreement terms outside your use of the Service.
5. No Reverse Engineering. You agree not to attempt to, or assist another person to, circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any software, technology or other component used to provide the Service for any reason whatsoever, except to the extent (if any) permitted by applicable law notwithstanding the terms of this Agreement.
6. ANY USE OF THE SERVICE EXCEPT AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT IS PROHIBITED AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND OTHER PROPRIETARY RIGHTS.

14. TERMINATION. Termination by Goodwell. Goodwell may: (i) terminate this Agreement and/or your Account; and/ or (ii) suspend your access to the Service (or any part thereof) immediately upon determining in our sole discretion that you have breached this Agreement or infringed or otherwise violated any third parties’ rights or intellectual property. We do not have any obligation to give you prior notice of such a termination or suspension. Regardless of any termination or suspension of your access to or use of your Account or the Service, you will remain liable for any and all amounts due in connection with the Service. Termination of the Service. Goodwell reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and Goodwell will not be liable to you or to any third party should it exercise such rights.

15. COMPLIANCE WITH LAWS. The Service is provided by Goodwell from facilities in the United States. You agree to comply with all applicable local, state, federal and national laws, statutes, ordinances, and regulations that apply to your use of the Service. Without limiting your obligations, you acknowledge that your use of the Service is subject to U.S. export laws and regulations, and that you must comply with all U.S. and other applicable export laws and regulations, including restrictions on destinations, end users and end use.

16. ENFORCEMENT OF THESE TERMS. We reserve the right to take any and all steps we determine are necessary or appropriate to enforce and/or verify compliance with this Agreement. This includes but is not limited to our right to cooperate with any legal process relating to your use of the Service, and/or to any third party claim in connection with your use of the Service. You agree that Goodwell has the right, without liability to you, to disclose any Registration Data or information related to your Account or use of the Service to applicable law enforcement authorities and/or third parties if we determine such disclosure is required by applicable law or is reasonably necessary to determine compliance with this Agreement or enforce our rights under it.

17. NO RESPONSIBILITY FOR THIRD PARTY MATERIALS OR WEB SITES. The Service and websites and other content accessible through it include materials and websites of or controlled by third parties. You agree that Goodwell is not responsible for examining or evaluating the content, accuracy or other aspects of any such third party materials or websites. We do not warrant or endorse any third party materials or websites, and we do not have any responsibility or liability for any other materials, products, or services of third parties that may be available through or promoted via use of the Service.

18. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY AND REMEDY

1. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING AS TO THE OPERATION OF THE SERVICE OR ANY INFORMATION, CONTENT, MATERIALS, SOFTWARE, SERVICES OR PRODUCTS INCLUDED ON, DOWNLOADABLE FROM OR OTHERWISE ACCESSIBLE VIA THE SERVICE. THE FOREGOING DISCLAIMER INCLUDES WITHOUT LIMITATION A DISCLAIMER OF ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SUCH EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
2. WITHOUT LIMITING THE GENERALITY OF THE PREVIOUS PARAGRAPH, GOODWELL DOES NOT WARRANT THAT THE SERVICE WILL BE FREE FROM VIRUSES, CORRUPTION, ATTACK, MISUSE, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND GOODWELL DISCLAIMS ANY LIABILITY RELATING THERETO. YOU ARE SOLELY RESPONSIBLE FOR SAVING (INCLUDING BACKING UP) THE SYSTEM YOU USE TO ACCESS THE SERVICE, AND ALSO ANY CONTENT YOU DOWNLOAD VIA THE SERVICE AND ANY INFORMATION RELATED TO YOUR USE OF THE SERVICE THAT IS STORED IN YOUR SYSTEM.
3. GOODWELL DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNTERRUPTED OR ERROR-FREE. YOU AGREE THAT FROM TIME TO TIME GOODWELL MAY REMOVE THE SERVICE FROM AVAILABILITY FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU.
4. IN NO CASE WILL GOODWELL, ITS DIRECTORS, OFFICER, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), ARISING FROM YOUR USE OF THE SERVICE OR ANY CLAIM RELATED TO THIS AGREEMENT (INCLUDING GOODWELL’S ENFORCEMENT OF THE TERMS OF THIS AGREEMENT), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, GOODWELL’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
5. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GOODWELL (WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHER THEORY), ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, EXCEED $10.00.

19. INDEMNITY. You agree to indemnify and hold Goodwell and our directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this Agreement, your use of the Service, or Goodwell’s exercise of its rights under this Agreement.

20. NOTICES. We may send you notices with respect to the Service by sending an email message to the email address listed in your Account contact information, by sending you a letter via postal mail to the contact address listed in your Account contact information, and/or by a posting on the Service. Notices will be effective upon our posting them on the Service or, in the case or email or letter notices, upon your receipt of them, unless the notice specifies a different effective date. You agree that this electronic document and any other electronic notice or other communication that we provide to you meets any legal requirement that such communication be in writing.

21. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement will be construed and enforced in accordance with the laws of the State of Washington, excluding conflicts of law rules. You agree that exclusive jurisdiction for any claim or dispute with Goodwell or its affiliates, or relating in any way to your use of the Service, will be in the courts seated in King County, Washington, or the United States District Court for the Western District of Washington, and you irrevocably consent to exclusive jurisdiction of and venue in such courts and waive any argument of forum non conveniens in respect thereto, except that you further agree that Goodwell may seek and, if granted, obtain immediate equitable or injunctive relief in connection with breaches of this Agreement from any court of competent jurisdiction.

22. MISCELLANEOUS. This Agreement constitutes the entire agreement between you and Goodwell governing your use of the Service, and supersedes any prior agreements between you and Goodwell on this subject matter. For the avoidance of doubt, Referral Agreements are separate and binding legal agreements that are not superseded or modified by this Agreement. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a many consistent with applicable law to reflect, as nearly as possible, the original intent of the parties, and the remaining portions will remain in full force and effect. Our failure to enforce any right or provision in this Agreement will not constitute a waiver of such provision or any other provision of this Agreement. Goodwell will not be responsible for any failure to fulfill its obligations due to causes beyond its control. Goodwell and you are independent contractors, and this Agreement does not create any agency, partnership, joint venture, franchise, sales representative, or employment relationship between us.

23. AUTHORITY TO ENTER INTO AGREEMENT. If you are agreeing to be bound by this Agreement on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Service on behalf of your employer or another entity.