GoodGuide User Agreement

GoodGuide, Inc., is developing an online system and database of environmental, health and social responsibility information used to create ratings and reports of products and companies in response to user requests as well as smaller applications and quizzes that provide ratings on a more limited basis (the "System") and would like you ("Tester") to evaluate a development version of the system to evaluate portions of the system and provide feedback to GoodGuide (the "Evaluation"). Tester would like to perform this function and understands that in return for early access to the System, and its experimental and untested nature, Tester will need to comply with certain requirements of confidentiality, as set forth in this Agreement. BY ACCESSING THE GOODGUIDE, INC. ("GOODGUIDE") WEBSITE, ASOCCIATED APPLICATIONS (i.e. BENEATH THE LABEL) AND ITS SYSTEM FOR THE PURPOSES DESCRIBED BELOW YOU ("TESTER") ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT PROCEED. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF COMPANY SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY.

  1. Access and Use of the System. Subject to the terms of this Agreement, GoodGuide grants to Tester the right to access and the System in accordance with the documentation and procedures that GoodGuide will supply. GoodGuide shall at all times retain all title to and ownership of the System. Tester agrees to use the System only in the ordinary course of the Evaluation, and will not reproduce, reverse engineer, modify or give access to others to the System or any portion thereof. The Evaluation shall continue for 60 days from the date Tester accepted this Agreement, or until GoodGuide informs Tester that it is ending it.

  2. Confidentiality; Ownership. Tester acknowledges that, in the course of using the System, it may obtain information relating to the System and/or GoodGuide ("Proprietary Information"), which information includes (without limitation) the existence of the System and how it works. Tester shall maintain the confidentiality of all Proprietary Information, shall not disclose it to anybody without GoodGuide's permission, shall take reasonable measures to protect its security (including protection of logins and passwords if they are used to access the System), and shall cease all use of the System and Proprietary Information and return or destroy any Proprietary Information in its possession at the end of the Evaluation or at GoodGuide's request.

  3. Feedback. GoodGuide is very interested in receiving both oral and written feedback from Tester. While formal reports are not expected, GoodGuide would like to learn what works and what does not work with the System, and how Tester would want to see it improved. As GoodGuide may want to implement Tester suggestions, it is important to be clear that GoodGuide owns such suggestions and the work GoodGuide does to implement them. Accordingly, Tester hereby assigns all rights in any ideas, suggestions or feedback to GoodGuide and does not expect any compensation beyond the consideration recited in this Agreement.

  4. WARRANTY DISCLAIMER; WARNING. Tester acknowledges that the System is experimental in nature and that the System is provided "AS IS" and may not be functional on any machine or in any environment. GOODGUIDE DISCLAIMS ALL WARRANTIES RELATING TO THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    IN PARTICULAR, ALTHOUGH THE SYSTEM MAY RANK INGREDIENTS AND POSSIBLE MEDICAL EFFECTS OF CERTAIN PRODUCTS, IT IS NOT TO BE RELIED ON AS A SOURCE OF MEDICAL ADVICE OR DIAGNOSIS. GOODGUIDE AND ITS EMPLOYEES ARE NOT MEDICAL PROFESSIONALS AND DO NOT REPRESENT THAT THE SYSTEM RANKS OR PROVIDES INFORMATION ABOUT MEDICAL CONDITIONS, EPIDEMIOLOGY, TOXICOLOGY OR RELATED HEALTH INFORMATION. ALL DATA USED BY THE SYSTEM IS PROVIDED BY THIRD PARTIES AND IS NOT VERIFIED BY GOODGUIDE. TESTER IS STRONGLY ADVISED TO SEEK COMPETENT MEDICAL ADVICE IF A PARTICULAR MEDICAL CONDITION IS INVOLVED.

  5. LIABILITY LIMITS.GOODGUIDE SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. GOODGUIDE SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

  6. General. This Agreement is personal to Tester and not assignable. It is governed by the laws of California. This is the only agreement between the parties pertaining to its subject matter and supersedes all prior agreements or understandings, oral or written. Any modifications or waivers of this Agreement must be in writing and signed by both parties or the party against whom the waiver is to be enforced, respectively. If part of this Agreement is held to be unenforceable the remainder will be enforced to the fullest extent possible. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.