CTZN

Terms of Service

Last updated: May 21, 2015

GOOD Worldwide Inc (“GOOD”) welcomes you to download our proprietary mobile application software called “CTZN” (or the “Application”). By downloading and using the Application, you agree to be bound by the terms and conditions set out below (the “Terms of Service”). If you do not agree to all of the conditions set out in these Terms of Service, do not use the Application.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES OFFERED BY GOOD. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF CTZN. BY USING CTZN IN ANY MANNER, INCLUDING BUT NOT LIMITED TO, DOWNLOADING AND USING THE APPLICATION OR VISITING AND USING CTZNAPP.COM (THE “SITE”), YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF CTZN, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER INFORMATION OR MATERIALS ON THE SITE.

1. ACCEPTANCE OF TERMS OF SERVICE

By accessing, browsing, or otherwise using the Application or the Site (the "Service") you agree that you fully understand and agree to be bound by the terms and conditions stated in these Terms of Service.

2. DESCRIPTION OF THE SERVICE

General Description.

The Service is a collaborative website that allows CTZN members to share their ideas and interests with the CTZN community. Through the Service you are able to share, like and comment on content.

The Service is intended for adults only. You affirm that you are over the age of 13, as CTZN is not intended for children under 13. If you are under 13 years of age, then please do not use CTZN as there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

In accordance with Federal Children's Online Privacy Protection Act of 1998 (COPPA), GOOD will never knowingly solicit nor will it accept personally identifiable information from individuals known to be under thirteen (13) years of age. Please see our Privacy Policy, available at getctzn.com/privacy, for more information including how to notify us of any concerns in this regard.

Right to Modify Service.

GOOD reserves the right to immediately change, suspend, remove, or discontinue any part of the Service or any content (whether submitted by GOOD or by a member) for any reason, without prior notice or liability.

Changes to these Terms of Service.

GOOD reserves the right to modify these Terms of Service at any time, and without prior notice, by posting amended terms at getctzn.com/terms. Non-material changes and clarifications will take effect immediately, and material changes will take effect within 14 days of their posting on the website. If we make changes, we will post them and will indicate the Terms of Service effective date. Your continued use of the Service indicates your acceptance of the current Terms of Service.

3. INTEGRATION WITH FACEBOOK AND OTHER THIRD PARTY PROVIDERS

When you launch CTZN the first time you may use Facebook to login, the Application may automatically upload your Facebook profile photo as well as some basic information about you from your Facebook account.

In addition to Facebook, CTZN allows you to connect the Application with other services such as Twitter and Instagram. This connection of your accounts is entirely voluntary on your part but if you agree to connect your accounts you are expressly authorizing us to download information from your selected third- party providers into CTZN and, if you agree, upload your information stored in CTZN into the systems of these third-party providers.

4. MEMBER CONDUCT

Conditions of Use. As a condition of use, you agree to all of the following:

5. CONTENT SUBMITTED FOR INCLUSION OR MADE AVAILABLE ON THE SERVICE

The Service permits you to share your own pictures, text, or other content ("Content") with members of the Service by uploading your Content to the Service. Because you own that Content, we need to license certain rights from you so that we can provide the Service. Content is not necessarily reviewed by GOOD prior to posting and does not necessarily reflect the opinions or policies of GOOD. GOOD makes no warranties, and hereby expressly disclaims all such warranties, express or implied, as to the Content or accuracy and reliability of the Content or any material or information that you transmit to other members.

License Grants.

When you post your own copyrightable Content on or through the Service, you retain ownership of any copyright you claim to your submitted Content. However, by posting your Content through the Service you grant GOOD a royalty-free, perpetual, irrevocable, non-exclusive, worldwide license to (i) use, reproduce, publish, edit, translate, modify, adapt, distribute, prepare derivative works of, publicly perform, and publicly display the Content alone or as part of other works in any form, media, or technology whether now known or later developed, and to (ii) freely and fully sublicense such rights through single or multiple tiers of sublicensees.

Links to Other Sites and Resources.

The Service contains links to other websites or resources. GOOD has no control over such external sites and resources. You agree that (i) GOOD is not responsible for the availability or accuracy of such external sites and resources, and (ii) GOOD does not endorse nor is it responsible or liable for any Content, advertising, products, or materials on or available from such external sites and resources.

Inappropriate Member-Submitted Content.

GOOD prohibits certain conduct and Content described above and, without obligation, will use reasonable efforts to eliminate such conduct and Content. Accordingly, we reserve the right at all times to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. Nevertheless, you acknowledge and agree that (i) GOOD is not and cannot be responsible for Content posted by users, visitors, or members of the Service, (ii) you may be exposed to any such materials or Content, and (iii) you must bear all risks associated with the exposure to and/or use of any Content, including without limitation any reliance on the accuracy, completeness, or usefulness of such Content.

If you need to report Content or behavior that is in violation of these Terms of Service please report the Content or behavior by reporting it via the "Report Inappropriate" button on each post or email ctzn@goodinc.com. Upon receiving a report GOOD investigate, and if appropriate, will remove the offending Content and/or eject the user who engaged in the offending behavior.

6. COPYRIGHT POLICY

GOOD respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material claimed to be infringing or is the subject of infringing activity that is to be removed or access to which is to be disabled, and information reasonably sufficient to allow us to locate the material; (iv) your contact information, including your name, address, telephone number and an email address; (v) a statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. To give notice of alleged copyright infringement, please send a notice to:

Cara Kitagawa-Sellers
Copyright Administrator
6380 Wilshire Blvd, 15th Floor
Los Angeles, CA 90048
copyright@goodinc.com

GOOD reserves the right to remove content alleged to be infringing without prior notice, at our sole discretion, without liability to you. In appropriate circumstances GOOD will also terminate a user’s account if the person is determined to be a repeat infringer.

If GOOD decides to remove or disable access to Content you have posted as the result of receiving a DMCA notification, we will notify you after removing or disabling access. In our notice, we will provide you access to the reporter’s complaint along with instructions on how to file a counter-notice.

If you believe that the material reported in the DMCA notification you received was misidentified or removed in error you should file a counter notice by responding to our original email notification of the removal and include the required information in the body of your reply as we discard all attachments for security reasons. In your response, please provide the following information: (1) a physical or electronic signature (typing your full name will suffice); (2) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (the description from the DMCA notice will suffice); (3) statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (4) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which GOOD may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Upon receipt of a valid counter-notice, GOOD will promptly forward a copy to the person who filed the original notice. If we do not receive notice within 10 business days that the original reporter is seeking a court order to prevent further infringement of the material at issue, we may replace or cease disabling access to the material that was removed.

7. PRIVACY POLICY

GOOD takes the privacy of its members very seriously. Our Privacy Policy is available at getctzn.com/privacy. By accepting the Terms of Service, you agree to be bound by our Privacy Policy.

8. WARRANTY DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE SERVICE PROVIDED BY GOOD SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, GOOD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. GOOD MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SERVICE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. GOOD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GOOD WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

9. LIMITATION OF LIABILITY

YOU AGREE THAT GOOD AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

10. TERMINATION

GOOD reserves the right to terminate your CTZN membership immediately, without prior notice or liability, for any reason. If GOOD terminates your membership, your right to use the Service will immediately cease. You can terminate your CTZN membership at any time and for any reason, and we will make available through the Service reasonable means for you to do so. All relevant terms of the Terms of Service will survive termination, including, without limitation, ownership provisions, licenses, warranty disclaimers, indemnity, and limitations of liability.

Your only remedy with respect to dissatisfaction with (i) CTZN, (ii) any term of these Terms of Service, (iii) any policy or practice of GOOD in operating CTZN, or (iv) any content or information transmitted through CTZN, is to terminate your CTZN membership at any time by either choosing Delete Profile from within the app or emailing ctzn@goodinc.com with the words “Delete My Membership” and your CTZN username in the subject line. Your membership will be deleted upon 5 business days of GOOD’s receipt of the email.

11. MISCELLANEOUS

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GOOD without restriction. Entire Agreement. The Terms of Service, including GOOD's Copyright Policy and Privacy Policy which are hereby incorporated by reference, constitute the entire agreement between you and GOOD and governs your use of the Service, superseding any prior agreements between you and GOOD.

Governing Laws.

The Terms of Service will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Dispute Resolution.

Except as provided herein, no civil action with respect to any dispute, claim or controversy arising out of or relating to this Terms of Service may be commenced until the matter has been submitted to JAMS for mediation. The parties agree that any such mediation shall take place in Los Angeles County, California, USA. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS' panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. Except for such an action to obtain equitable relief, neither party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or 45 days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil action, if the parties so desire. The provisions of this section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys' fees, to be paid by the party against whom enforcement is ordered.

Waiver and Severability.

The failure of GOOD to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties to this Agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

Notices.

GOOD may provide you with notices, including, without limitation, those regarding changes to the Terms of Service and other service-related announcements, by email and/or by postings on the Service (for example, by posting to the blog, or on the relevant page(s) of the Service affected by such changes).

Trademarks.

GOOD, the GOOD logo, and other GOOD logos and names are trademarks of GOOD. You agree not to display or use these trademarks in any manner without GOOD's prior, written consent.

Contact Information.

Please send any questions or comments, or report any Terms of Service violations, to ctzn@goodinc.com.