Home/Terms of Use

Terms of Use

Effective Date: July 15, 2021.

Hey OhGoody user!

Here’s the lowdown: OhGoody is a place where people can sign up and sell their food related goodies to other people around the world. OhGoody is only the place of sale. We don’t assume responsibility for any of the products or the people selling products on the platform. We can’t guarantee that the people selling a product can actually make the sale, just like we can’t guarantee to them that their buyers can actually buy the product.

That’s the gist of it! We are here to help you and you can reach us anytime at support@ohgoody.com, we will usually respond in 24 hours. Below, you can find all the other stuff our lawyers want you to read.

Introduction

Please read these Terms carefully before using OhGoody.com and any online services, software or apps provided by OhGoody, LLC (“OhGoody”, “we”, or “us” or “our”) that post a link to these Terms (the “Service”). When you (individually, or the entity that you represent, each “you”) access or otherwise use the Service in any manner, you agree to the then posted Terms and any applicable Additional Terms (defined below), to be bound by them, and that you have read and understood them. You also acknowledge, agree and consent to our data practices as described in our Privacy Policy.

These Terms affect your legal rights, responsibilities and obligations and govern your use of the Service, are legally binding, limit OhGoody’s liability to you and require you to indemnify us and to settle certain disputes through individual arbitration. If you do not wish to be bound by these Terms and any Additional Terms, do not use the Service.

Additional Terms

In some instances, additional or different terms, posted on the Service, apply to your use of certain parts of the Service (individually and collectively “Additional Terms”). For example, users who list any Products (defined below) for sale through our Services are subject to our Vendor Additional Terms. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. A list of Additional Terms can be found here.

Updates to these Terms and Additional Terms

We may prospectively change these Terms and Additional Terms by posting new or changed terms on the Service as more fully explained here.

1. BACKGROUND

OhGoody is a marketplace where people who visit the Site intending to buy (collectively, “Buyers”, “Buyer”) various products listed on the Site (collectively, “Products”, “Product”) can make purchases from different users who sell various Products (collectively, “Vendors”, “Sellers”) on the Site. OhGoody is simply the online platform/venue. You acknowledge that the actual contract for sale is directly and solely between the Vendor and the Buyer. OhGoody is not directly involved in any transaction between Vendors and Buyers. As such, OhGoody has no control over the quality, safety, morality or legality of any aspect of the Products that may be listed or purchased. You further understand that OhGoody has no control over whether or not a Vendor has the ability to sell a Product or whether the Buyer has the ability to buy a Product, or the truth or accuracy of the Products that are listed on the Site. OhGoody does not transfer legal ownership of Products between a Vendor and a Buyer and cannot guarantee any particular Vendor or Buyer will complete a transaction.

OhGoody provides informational resources for users on various aspects of the Service. These resources are purely informational and may address topics such as pricing, listing, shipping or sourcing. Users are free to follow or disregard these resources.

2. OWNERSHIP AND YOUR RIGHTS TO USE THE SERVICE AND CONTENT.

A. Ownership. The Service and all of its content (“Content”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by OhGoody, our licensors, and certain other third parties. All right, title, and interest in and to the Content and Intellectual Property available via the Service is the property of OhGoody, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other Intellectual Property and unfair competition rights and laws to the fullest extent possible. OhGoody owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.

B. Your Rights to Use the Service and Content.

(i) Your right to use the Service and Content is subject to your strict compliance with these Terms and the Additional Terms. Your right to access and use the Service and the Intellectual Property shall automatically terminate upon any violations. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Service and the Content is personal to you, you may not assign nor transfer your right; any attempt to do so is void. You may, for your personal and lawful use only (collectively, the following are the “OhGoody Licensed Elements”):

(1) Display, view, use, and play the Content on a computer, mobile or other internet enabled or permitted device (“Device”) and/or print one copy of the Content (excluding source and object code in raw form or otherwise) as it is displayed to you;

(2) Subject to any applicable Additional Terms, if the Service includes a “Send to Friend,” social media sharing or similar tool that allows you to initiate and send to one or more of your contacts a communication that includes content, or to post our content to third-party services or your own site or online service, and the tool is operational, use the tool to do so; provided, however, that you do not do so in any manner that violates applicable law or third-party rights or reflects negativity on us, and only send to recipients you have permission to contact;
(3) If the Service includes a “Download” link next to a piece of content (including, without limitation, an image, an icon, a wallpaper, a music track, a video, a trailer, an RSS feed), you may only download a single copy of such content to a single Device;

(4) Obtain a registered account (“Account”) (and/or related username and password) on the Service and interact with the Service in connection therewith;

(5) Link to the Service from a website or other online service, so long as: (a) the links only incorporate text, and do not use any OhGoody names, logos, or images, (b) the links and the content on your website do not suggest any affiliation with OhGoody or cause any other confusion, and (c) the links and the content on your website do not portray OhGoody or its services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party or are otherwise objectionable to OhGoody. OhGoody reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third-party; and

(6) Use any other functionality expressly provided by OhGoody on or through the Service for use by users, subject to these Terms (including, without limitation, functionality to create and/or post User-Generated Content (as defined below)) and any applicable Additional Terms.

C. Rights of Others. In using the Service, you must respect the Intellectual Property and rights of others and OhGoody. Your unauthorized use of Content may violate the rights of others and applicable laws, and may result in your civil and criminal liability. If you believe that your work has been infringed via the Service, see Section 7.

D. Reservation of all Rights Not Granted as to Content and Service. These Terms and any applicable Additional Terms include only narrow, limited grants of rights to use and access the Service and content. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY OHGOODY AND ITS LICENSORS AND OTHER THIRD PARTIES. Any unauthorized use of any Content or the Service for any purpose is prohibited.

E. Third-Party Services. We are not responsible for third parties or their content, advertisement(s), apps or sites (“Third-Party Services”). For instance, portions of the Services may be integrated into or linked to third-party sites, platforms and apps that we do not control. Similarly, we may make ads and third-party content or services, which we also may not control, available to you on or via our Services. Use caution when dealing with third parties and consult their terms of use and privacy policies. We take no responsibility for Third-party Services.

3. CONTENT YOU SUBMIT AND COMMUNITY USAGE RULES.

A. User-Generated Content.

(i) General. OhGoody offers Users the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service, or on or in response to our pages or posts on any third-party platforms or in connection with any of our promotions by any media or manner, or otherwise submit to us (e.g., on our Facebook or other social media pages, in response to our tweets, through a sweepstakes or contest, or by otherwise sending it to us) (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding OhGoody Licensed Elements included therein, “User-Generated Content” or “UGC”). You may submit UGC through your profile, forums, blogs, message boards, social networking environments, content creation and posting tools, social communities, contact us tools, email, and other communications functionality. Except to the extent of the rights and license you grant in these Terms and, subject to any applicable Additional Terms, you retain whatever legally cognizable right, title, and interest that you have in your UGC.

(ii) Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Service’s posted Privacy Policy, or any applicable Additional Terms, you agree that (a) your UGC will be treated as non-confidential and non-proprietary by us – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) to the maximum extent not prohibited by applicable law, OhGoody does not assume any obligation of any kind to you or any third-party with respect to your UGC. Upon request, you will provide documentation necessary to authenticate rights to such content and verify your compliance with these Terms or any applicable Additional Terms. You acknowledge that the Internet and mobile communications may be insecure and subject to breaches of security; according, you acknowledge and agree that your UGC is submitted at your own risk.

In your communications with us, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to the Services, including, without limitation, ideas, concepts, or designs for websites, apps, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you submit are deemed UGC and licensed to us as set forth below. In addition, OhGoody retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. OhGoody’s receipt of your Unsolicited Ideas and Materials is not an admission by OhGoody of their novelty, priority, or originality, and it does not impair OhGoody’s right to contest existing or future Intellectual Property rights relating to your Unsolicited Ideas and Materials.

(iii) License to OhGoody of Your UGC. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your UGC, or in our Privacy Policy, you hereby grant OhGoody, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your UGC (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such UGC and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any UGC for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to OhGoody to your UGC, you also, as permitted by applicable law, hereby grant to OhGoody, and agree to grant to OhGoody, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any UGC, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 3.A(iii).

(iv) OhGoody’s Exclusive Right to Manage Our Service. OhGoody may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your UGC, and we may, in our sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of UGC without notice or any liability to you or any third-party in connection with our operation of UGC venues in an appropriate manner, such as to enhance accessibility of UGC, address copyright infringement and protect Users from harmful UGC. Without limitation, we may, but do not commit to, do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms. Such UGC submitted by you or others need not be maintained on the Service by us for any period of time, and you will not have the right, once submitted, to access, archive, maintain, change, remove, or otherwise use such UGC on the Service or elsewhere, except that California minors have certain rights to have certain content about them that they have themselves posted on the Service prospectively removed from public display as provided for in our California Privacy Notice.

(v) Representations and Warranties Related to Your UGC. Each time you submit any UGC, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any UGC you submit, and that, as to that UGC, (a) you are the sole author and owner of the Intellectual Property and other rights to the UGC, or you have a lawful right to submit the UGC and grant OhGoody the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any OhGoody obligation to obtain consent of any third-party and without creating any obligation or liability of OhGoody; (b) the UGC is accurate; (c) the UGC does not and, as to OhGoody’s permitted uses and exploitation set forth in these Terms, will not infringe any Intellectual Property or other right of any third-party; and (d) the UGC will not violate these Terms or any applicable Additional Terms, or cause injury or harm to any person.

(vi) Enforcement. OhGoody has no obligation to monitor or enforce your Intellectual Property rights to your UGC, but you grant us the right to protect and enforce our rights to your UGC, including initiating actions in your name and on your behalf (at OhGoody’s cost and expense, to which you hereby consent and irrevocably appoint OhGoody as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

B. Community Usage Rules. We may from time-to-time issue Community Guidelines (“Guidelines”) to govern the use of the Service’s online communities, including the Service’s messaging tool, forums, and other public or semi-public spaces on the Service (“Communities”). A copy of the current Guidelines is available here.

C. Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities. For more information regarding user disputes, please see a copy of OhGoody’s current user dispute policy available here. You agree to release OhGoody from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

D. Appropriate Content and Alerting Us of Violations. We expect UGC to be appropriate for a general audience, but do not undertake to monitor it, and you consent to potentially encountering content you find offensive or inappropriate. If you discover any content that violates these Terms or any applicable Additional Terms, then you may report it here support@ohgoody.com. For alleged infringements of Intellectual Property rights, see Section 7.

4. SERVICE AND CONTENT USE RESTRICTIONS.

A. Service Use Restrictions. You agree that you will not: (i) use any meta tags or any other “hidden text” utilizing any Intellectual Property; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party, or are otherwise objectionable to OhGoody; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Service by any means whatsoever or modify any Service source or object code or any Software or other products, services, or processes accessible through any portion of the Service, including but not limited to, manipulating Product reviews or pricing, or interfering with other Product listings; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, OhGoody, or other users of the Service; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the UGC; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any applicable Additional Terms.

B. Content Use Restrictions. You also agree that, in using the Service, you: (i) will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout); (iii) will keep intact all Trademark, copyright, and other Intellectual Property and other notices contained in such content; (iv) will not use such content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) will not make any modifications to such content (other than to the extent of your specifically permitted use of the OhGoody Licensed Elements, if applicable); (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of OhGoody or, in the case of content from a licensor, the owner of the content; and (vii) will not insert any code or product to manipulate such content in any way that adversely affects any user experience or the Service.

C. Availability of Service and Content. OhGoody, in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Service and/or Content (and any elements and features of them), in whole or in part, for any reason, in OhGoody’s sole discretion, and without advance notice or liability.

5. CREATING AN ACCOUNT.

A. Accounts. If you register with us or create an Account, you are solely responsible and liable for the security and confidentiality of your access credentials and for all activity under your Account. Usernames and passwords must be personal and unique that do not violate the rights of any person or entity. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us here support@ohgoody.com of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.

Accounts may only be set up by an authorized representative of the individual that is the subject of the account and who is of the age of majority. We do not review Accounts for authenticity, and are not responsible for any unauthorized accounts that may appear on the Service. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice. Creating an Account with OhGoody does not create an agency, partnership, joint venture, employer/employee relationship or franchisor/franchisee relationship with OhGoody.

B. Profiles. We may, either directly or through a third-party partner, from time-to-time permit you to set up private, semi-private and/or public profile pages (“Profile Page(s)”) that allow you to provide and/or display information about you, including the Products you have listed for sale through the Services. For example, we allow Vendors to create a profile for their storefront on OhGoody. Your Profile Page may not include any form of prohibited UGC, as outlined in Section 3 above and in our Guidelines. Without limiting the foregoing, Profile Pages may not include content regarding goods or services that you are attempting to sell outside the Services and cannot be used to conduct commercial activities outside the Services, including, but not limited to, transactions, advertising, fundraising, contests or other promotions, absent our prior written consent. We may offer you the ability to set preferences relating to your profile or Service activities, but settings may not become effective immediately or be error free and options may change from time-to-time. We assume no responsibility or liability for users’ profile material.

Profile Pages may only be set up by an authorized representative of the individual that is the subject of the Profile Page. We do not review Profile Pages to determine if they were created by an appropriate party, and we are not responsible for any unauthorized Profile Pages that may appear on the Service. If there is any dispute as to whether a Profile Page has been created or is being maintained by an authorized representative of the individual who is the subject of that Profile Page, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate, in our sole discretion. Such resolution may include, without limitation, deleting or disabling access to Profile Pages, or any portion thereof, at any time, without notice.

6. WIRELESS, MESSAGING AND LOCATION-BASED FEATURES

A. Wireless Features. The Service offers certain features and services via your wireless Device. Features including the ability to access the Service, upload content to the Service, and receive messages from the Service.

B. Email Messages. You may cancel or modify our email marketing communications you receive from us by following the instructions contained within our promotional emails. This will not affect subsequent subscriptions and, if your opt-out is limited to certain types of emails, the opt-out will be so limited. Subject to applicable law, we reserve the right to send you certain communications relating to your Account or use of our Service, such as administrative and service announcements, and these informational or transactional messages may be unaffected if you choose to opt-out from receiving our marketing communications.

C. Location-Based Features. If GPS, geo-location, or other location-based features are enabled on your Device, you acknowledge that your Device location may be tracked and may be shared with others consistent with the Privacy Policy. In addition, if you use our wi-fi services or the wi-fi services of a third party we work with, your Device may be tracked when you use that service, even when you have location-awareness turned off on your Device. If you do not consent to such tracking, do not use the wi-fi service. Some Devices and platforms may allow disabling some, but not all, location-based features or managing such preferences. However, typically your proximity or connection to wi-fi, Bluetooth and other networks may still be tracked when location services are turned off on Device settings. You can terminate Device location tracking via our mobile app by uninstalling the application. Territory geo-filtering may be required in connection with use of some Service features due, for instance, to Content territory restrictions. The location-based services offered in connection with the Services, are for individual use only and should not be used or relied on in any situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or physical or property damage. Use location-based services at your own risk as location data may not be accurate.

7. PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT.

If you are a copyright owner who would like to send us a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) to identify content or material posted on the Service that is infringing that you would like removed from our Service, or if you are a user whose work has been removed in response to such a notice of infringement and would like to file a DMCA counter-notice, you may submit such notice to us by following the instructions here.

8. NOTICES, QUESTIONS AND CUSTOMER SERVICE.

You agree that we may give you notices or otherwise respond to you by mail or to your email (if we have it on file) or in any other manner reasonably elected by us. All legal notices to us must be sent to: 8584 Washington St. #2058, Chagrin Falls, OH, 44023-5369, United States of America. If you have a question regarding the Service, you may contact OhGoody Customer Support by sending an email here support@ohgoody.com. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive Terms or applicable Additional Terms.

9. ARBITRATION AND DISPUTE TERMS.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND OHGOODY HAVE AGAINST EACH OTHER ARE RESOLVED.

A. Forum Selection/Jurisdiction. Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the Service, the Content, your UGC, these Terms, any products or services sold or purchased through the Services, or any applicable Additional Terms, (collectively, “Dispute”) shall be in Cuyahoga County, Cleveland, OH, USA. Each party submits to personal jurisdiction and venue in Cuyahoga County, Cleveland, OH, USA for any and all purposes.

B. Pre-Arbitration Notification. OhGoody and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that OhGoody need not do so in circumstances where its claims of Intellectual Property rights are concerned (“IP Disputes,” with all other disputes referred to as “General Disputes”). The party making a claim – whether you or OhGoody – shall send a letter to the other side briefly summarizing the claim and the request for relief. If OhGoody is making a claim, the letter shall be sent, via email, to the email address listed in your Service account, if applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section 9.B. If you are making a claim, the letter shall be sent to: 8584 Washington St. #2058, Chagrin Falls, OH, 44023-5369, United States of America. If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate proceedings as set forth in this Section 9. Either you or OhGoody, however, may seek provisional remedies (such as preliminary injunctive relief, subject to Section 9.D) before the expiration of this sixty (60)-day period.

C. Arbitration of Claims. You and we each agree that all actions or proceedings arising in connection with, touching upon or relating to any Dispute, or the scope of the provisions of this Section, shall be resolved by individual binding arbitration, and not through litigation, unless the claim is properly filed in a small claims court on an individual basis. The arbitrator's authority to resolve claims and make awards is limited to claims between you and us alone. Furthermore, claims brought by you against us, or by us against you, may not be joined or consolidated in arbitration with claims brought by or against someone other than you, unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. THIS MEANS THAT NEITHER OF US WILL HAVE THE RIGHT TO FILE OR PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE ACTION RELATING TO THESE TERMS AND ANY DISPUTES ARISING RELATED THERETO BETWEEN US, AND THAT ANY ARBITRATION PROCEEDINGS WILL BE LIMITED TO THE CLAIMS BETWEEN YOU AND US. BOTH YOU AND WE ARE GIVING UP ANY RIGHT YOU AND WE MAY HAVE HAD TO A JURY TRIAL, AND ALL OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT THAT ARE NOT AVAILABLE IN ARBITRATION.

This arbitration provision is intended to apply as broadly as possible, and to include all parties and claims that would be included in a case brought in court. Thus, this arbitration provision also requires arbitration as to any other corporate or natural persons who are parties to the claim, such as our corporate affiliates and vendors, and members of your family. This arbitration provision also applies to claims of every kind and nature, including but not limited to counterclaims, crossclaims and third-party claims, and claims based upon torts, statutes, regulations, common law and equity; provided, however, that notwithstanding anything to the contrary in this arbitration provision any dispute over the validity, enforceability or scope of this arbitration provision shall be decided by a court, not an arbitrator and OhGoody may seek injunctive relief from a court to prevent or stop a misuse of its intellectual property or confidential information.

You or we may commence an arbitration proceeding by following the rules then in effect for either JAMS or the American Arbitration Association (AAA), as selected by the party commencing an arbitration. For a copy of the rules, to file a claim or for other information, contact either JAMS (jamsadr.com or 1-800-352- 5267) or AAA (adr.org or 1-800-778-7879). In addition to JAMS and AAA, claims may be referred to any other arbitration organization that is mutually agreed upon in writing by you and us, or to an arbitration organization or arbitrator(s) appointed pursuant to § 5 of the Federal Arbitration Act as it may be amended (FAA), provided that any such organization and arbitrator(s) will enforce the terms of this arbitration provision. This arbitration provision is made concerning transactions involving interstate commerce and shall be governed by the FAA. If there is a conflict between the applicable arbitration rules and these Terms, these Terms shall govern. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations, shall honor claims of privilege recognized at law, and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. The arbitration proceeding shall not be governed by any federal or state rules of civil procedure or rules of evidence. The arbitrator shall take reasonable steps to preserve privacy and confidentiality.

You will be responsible for paying your share, if any, of arbitration fees, but only up to the amount of filing fees you would have paid to file a claim in the state or federal court closest to your residence. We will be responsible for any additional arbitration fees, even if we win the arbitration. In a dispute involving $10,000 or less, you may choose to have the arbitration conducted by telephone, based on written submissions from the parties, or in person according to the JAMS or AAA rules. If there is an in-person arbitration hearing, it shall take place in the federal judicial district that is closest to your residence.

This arbitration provision shall survive termination of these Terms and any bankruptcy by you or us. If any portion of this arbitration provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration provision; provided, however; that the entire arbitration provision shall be invalidated if the requirement of arbitration solely on an individual basis is deemed invalid or unenforceable. If a court decides that the entirety of this arbitration provision is invalid or unenforceable, the remainder of the Program Terms shall still apply.

You may opt out of this agreement to arbitrate by notifying OhGoody in writing within 30 days of the date that you first became subject to this arbitration provision. To opt-out, mail a letter that includes your name, address, and phone number, and states your decision to opt-out of the arbitration provision to: 8584 Washington St. #2058, Chagrin Falls, OH, 44023-5369, United States of America.

D. Limitation on Injunctive Relief. AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, UGC, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY OHGOODY PARTY (DEFINED BELOW) (INCLUDING YOUR LICENSED UGC) OR A LICENSOR OF ANY OHGOODY PARTY.

E. Governing Law. These Terms and any applicable Additional Terms, General Disputes and IP Disputes, and any other claim brought by you against OhGoody or by OhGoody against you pursuant to this Section 9, or otherwise related to the Service, Content, OhGoody Licensed Elements, UGC or other OhGoody products or services, will be governed by, construed, and resolved in accordance with, the laws of the State of Ohio, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction. This Section 9 shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and OhGoody agree that we intend that this Section 9 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 9 can only be amended by mutual agreement. Either party may seek enforcement of this Section 9 in any court of competent jurisdiction. The arbitrator shall determine any and all challenges to the arbitrability of a claim.

F. Class Action Waiver. As permitted by applicable law, both you and OhGoody waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Section 9 is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.

G. Jury Waiver. AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

H. Small Claims Matters. Notwithstanding the foregoing, either of us may bring qualifying claim of General Dispute (but not IP Disputes) in small claims court, subject to Section 9.F.

I. The provisions of this Section 9 shall supersede any inconsistent provisions of any prior agreement between the parties. This Section 9 shall remain in full force and effect notwithstanding any termination of your use of the Service or these Terms.

10. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

A. AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, OhGoody and their direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “OhGoody Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Service, Content, OhGoody Licensed Elements, UGC, Products sold through the Service, or other OhGoody products or services.

B. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, OHGOODY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

11. LIMITATIONS OF OUR LIABILITY.

A. AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OHGOODY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REPUTATION OR GOODWILL, OTHER INTANGIBLE LOSSES, IN CONNECTION WITH, OR OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO, WITHOUT LIMITATION, THE SERVICE, CONTENT, OHGOODY LICENSED ELEMENTS, UGC, THE INTERACTIONS WITH THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE.

B. The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if OhGoody Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).

C. AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OHGOODY PARTIES’ TOTAL LIABILITY TO YOU OR TO ANY THIRD PARTY, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED THE GREATER OF: (I) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES, YOU HAVE PAID OHGOODY IN THE PAST TWELVE MONTHS IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); OR (II) $100 .

12. UPDATES TO TERMS.

We may update these Terms and any Additional Terms from time to time. It is your responsibility to regularly review the posted Terms and any applicable Additional Terms. If we update these Terms we will notify you by posting the changes through the Services and/or sending you an email or message about the changes. That way you can decide whether you want to continue using the Services. Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms. Any new Terms or Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.

13. GENERAL PROVISIONS.

A. OhGoody’s Consent or Approval. As to any provision in these Terms or any applicable Additional Terms that grants OhGoody a right of consent or approval, or permits OhGoody to exercise a right in its “sole discretion,” OhGoody may exercise that right in its sole and absolute discretion. No OhGoody consent or approval may be deemed to have been granted by OhGoody without being in writing and signed by an officer of OhGoody.

B. Indemnity. As permitted by applicable law, you agree to, and you hereby, defend (if requested by OhGoody), indemnify, and hold OhGoody Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any OhGoody Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your UGC; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any applicable Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) OhGoody Parties’ use of the information that you submit to us (including your UGC) subject to our Privacy Policy (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by OhGoody Parties, in the defense of any Claim and Losses. Notwithstanding the foregoing, OhGoody Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. OhGoody Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a OhGoody Party. This section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.

C. Operation of Service; Availability of Services; International Issues. OhGoody controls and operates the Service from the U.S.A. If you use the Service from other locations, you are doing so on your own initiative and responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.

D. Severability; Interpretation. If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the applicable Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms. To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

E. Investigations; Cooperation with Law Enforcement; Termination; Survival. At any point You may terminate your Account at any time by following the termination instructions outlined in your Account settings. You understand that termination requests may take up to two (2) weeks for OhGoody to process. As permitted by applicable law, we reserve the right, without limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any applicable Additional Terms, (iii) use any information obtained by OhGoody in accordance with our Privacy Policy in connection with reviewing law enforcement databases or complying with applicable laws and use and/or disclose any information obtained by us to comply with law enforcement requests or legal requirements in accordance our Privacy Policy, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any applicable Additional Terms, and (vi) discontinue the Service, in whole or in part, or, suspend or terminate your access to it, in whole or in part, including your Account, at any time, without notice, for any reason and without any obligation to you or any third-party. Any suspension or termination will not affect your obligations to OhGoody under these Terms or any applicable Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from OhGoody, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. You understand that it is your responsibility, in the event that your Account is terminated, to pay any fees or bills that you owe OhGoody, Vendors, or other users of the Service. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to OhGoody in these Terms, your existing payment obligations to OhGoody or other users (including Vendors/Buyers as applicable), as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

F. Assignment. We may assign our rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of OhGoody.

G. Complete Agreement; No Waiver. These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or OhGoody in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

14. CALIFORNIA NOTICES.

A. California residents can obtain information on our privacy practices, including how we comply with the California Online Privacy Protection Act and the California Shine the Light Act in our Privacy Policy and our California Privacy Notice

B. California Consumer Rights and Notices. Any California residents under the age of eighteen (18) who have registered to use the Service, and who have posted content or information on the Service, can request that such information be removed from the Service by contacting us at the email or address set forth in Section 7 making such a request, stating that they personally posted such content or information and detailing where the content or information is posted. We will make reasonable good faith efforts to remove the post from prospective public view or anonymize it so the minor cannot be individually identified. Since minors are not authorized to use our Service we may also terminate any minor’s Accounts that come to our attention.

//End Terms of Use//

DCMA Instructions

This policy is a part of our Terms of Use. By using the Service, you agree to this policy and our Terms of Use.

DMCA Notice. OhGoody asks our users to respect the intellectual property rights of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In OhGoody’s sole discretion, OhGoody may remove content that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) and other applicable law, OhGoody has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.

If we remove or disable access in response to a DMCA Copyright Infringement Notice, we will make a good faith attempt to contact the owner or administrator of the affected content so that they may make a counter-notification. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the full URL of the page(s) on the Service on which the material appears);

(iv) your full name, address, telephone number, and email address;

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature.

OhGoody will only respond to DMCA Notices that it receives by mail or email at the addresses below:

By Mail:

OhGoody

8584 Washington St. #2058

Chagrin Falls, OH, 44023-5369

United States of America

Attn: Legal Department

By Email:

legal@ohgoody.com

For more information call: 855-49-6639

It is often difficult to determine if your copyright has been infringed. OhGoody may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and OhGoody may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting OhGoody’s other rights, OhGoody may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by OhGoody.

Counter-Notification. If access on the Service to a work that you submitted to OhGoody is disabled or the work is removed as a result of a DMCA Copyright Infringement Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

(i) a legend or subject line that says: “DMCA Counter-Notification”;

(ii) a description 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 (please include the full URL of the page(s) on the Service from which the material was removed or access to it disabled);

(iii) a 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;

(iv) your full name, address, telephone number, email address, and the username of your Account;

(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of Ohio), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi) your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

Disputes between Vendors and Buyers Policy

This policy is a part of our Terms of Use. By using the Service, you agree to this policy and our Terms of Use.

OhGoody is not directly involved in any transaction between Buyers and Vendors through the Service and encourages users to work out any disputes with other users through tools available on the Site. In the event a dispute between a Buyer and Vendor cannot be resolved, OhGoody may choose to get involved to help both parties reach a mutually beneficial resolution to the problem. OhGoody has no obligation to provide such mediation services and OhGoody will not make any judgements regarding legal issues or claims.

Should a Buyer wish to involve OhGoody’s support staff in a dispute, Buyer must contact OhGoody’s support staff via support@ohgoody.com. All emails requesting OhGoody’s involvement must use the subject line “Dispute with OhGoody Vendor” and include the following:

A clear description of the dispute and your claim
A picture of the Product (if applicable)
Shipping receipt for the Product (if applicable)
Your full name, Account username, telephone, and address (both email and shipping)

All requests must be made within 180 days of the Buyer’s purchase of the Product subject to the dispute. Failure to comply with the above requirements may disqualify your dispute from OhGoody’s dispute resolution system.

If you are seeking a refund as a resolution to the dispute though OhGoody;s dispute resolution system, you understand that OhGoody only allows for refunds for qualified disputes in a 180 day period post purchase in the original form of payment. If the original form of payment is not available, OhGoody credit will be issued. Beyond that period of time, you may still communicate with the Vendor for an off-site resolution.

The following is a partial list of disputes that will not qualify for OhGoody’s dispute resolution system:

Products that are damaged by shipping carriers (if properly packaged by the Vendor).
Products that have been altered, used, or discarded post receipt.
Products that are received after the agreed-upon delivery date due to shipping delays.
Products that are returned without a return agreement.
Products that are accurately described but fail to meet a Buyer’s expectations.
Cost of shipping disputes.
Products prohibited from sale on OhGoody, including services and intangible goods.
Transactions where payment is not made via OhGoody’s on-site payment system.

Vendor Additional Terms

1. Background

OhGoody is an online marketplace where you can sell your items (“Products”) directly to other users of the Service (“Buyers”) around the world. These Vendor Additional Terms (“Vendor Terms”) are a part of our Terms and set out your rights and obligations as a seller of Products through the Service (“Vendor”, “Seller”). By opening a vendor storefront or listing a Product, you’re agreeing to these Vendor Terms, our Terms and policies.

2. Vendor Practices

As a Vendor, you are expected to uphold the standards set forth in these Vendor Terms, our Terms, and policies. If you fail to meet these standards, OhGoody may reach out to you in relation to the problems or take disciplinary action(s) including but not limited to, suspension or termination of your Account.

Vendor Required Practices. As a Vendor selling using the Service, you agree to:
- Honor all shipping and processing times. Vendors are obligated to ship an item and complete a transaction with a Buyer in a prompt manner, barring exceptional circumstances.
- Respond to messages from OhGoody and Buyers in a timely manner.
- Charge a reasonable amount for shipping and handling.
- Maintain professional actions and attitude throughout the transaction processes.
- Honor commitments made in your storefront policies ("Store Policies").
- Ensure all Product(s) are delivered to the Buyer as described in your listing.
- Update listing and inventory information to ensure accuracy.
- Resolve disputes directly with the Buyer. In the event a dispute cannot be resolved, OhGoody may help the parties come to a resolution through our support team. For more information about such disputes please see our Dispute Policy.
- Notify Buyer in the event you are unable to complete an order and cancel the order.
- Be honest and transparent about how Products are made and what ingredients/materials they contain.
- Make examples (for customization choices) clearly identified in the listing information.
- Accurately represent your items in listings and listing photographs (photos/video content must be taken by the Vendor. Use of artistic renderings or stock content/photos from other sites is prohibited.)
- Disclose any production partners in relevant listings, if applicable.
- Have all listings available at a set price.

Prohibited Activity. By being a Vendor on the Site, you also agree to NOT participate in the following activities:
- Sell Products which violate OhGoody’s Additional Terms surrounding Vendor Products including Products that are illegal, stolen, fraudulent, or in violation of the intellectual property of OhGoody or anyone else.
- Create duplicate storefronts for the purpose of shilling, manipulating search results or circumventing any of OhGoody’s Policies.
- Coordinate pricing with other Vendors.
- Submit content which violates the Terms or policies.
- Engage in fee avoidance or any other form of fraudulent/criminal activity.

3. Compliance with Laws.

Vendors are solely responsible for abiding by all applicable laws and regulations associated with any Products listed by Vendor through the Service, including providing any required labels and warnings. OhGoody assumes no responsibility for the accuracy, labeling or content of Vendor listings.

4. Fees & Payments

Vendors may be charged for using some of the Service. This section explains your fees and how to pay them.

a. Listing Fees. Listing items on your OhGoody storefront are free of charge, however these listings will expire after four (4) months from the date that they were originally listed. If a listed Product did not make a sale in the four (4) months it was on your Storefront, it will cost $0.50 US Dollars (USD) to renew the listing (“Listing Fee”). If the listed Product did make a sale in the 4-month period, the Product listing renewal fee will be free of charge. Listing Fees are non-refundable.

b. Transaction Fees. OhGoody charges a tiered fee based on the listed price of the transaction which shall be provided to Vendor during the Product listing process. This fee varies by price of the Product listed and will be viewable to prospective Buyers only as the total price of the Product. If you sell from the US or Canada, the transaction fee will not apply to sales tax, Goods and Services Tax ("GST"), or Harmonized Sales Tax ("HST"), unless you have included those charges in your listing price. If you sell from anywhere other than the US and Canada, the transaction fee will apply to the listing price (which should include any applicable taxes). For more information regarding taxes, please see the section entitled “Taxes” below.

c. Promotional Fees. OhGoody offers Vendors the capacity for limited on-site promotions and advertising for your Products. Participation in these promotions and advertising programs may be subject to additional fees. OhGoody reserves the right to change the terms of these advertising or promotional programs at any time, including addition of fees, addition or removal of promotions, or end the program (in whole or part) at any time.

d. Subscription Fees. OhGoody may now or in the future offer Vendors have the option of opting into a subscription package which provides Vendors with additional features (“Expanded Features”). Where applicable, OhGoody will charge sales tax on your monthly subscription fee for Vendors located in the United States. Subscription fees will be billed to your Account on the same day every month in your domestic currency. When you sign up at the end of the month, your subscription fees will be charged to your payment account on the last day of the month. You can cancel your subscription anytime in your Account settings. You will have access to the Expanded Features until the end of that subscription cycle. After your subscription has ended, your will no longer have access to the Expanded Features and you will no longer have a subscription fee added to your Account.

e. Taxes. You are responsible for collecting and paying any taxes associated with using and making sales through the Site. OhGoody’s payment processor will issue 1099-K forms to certain sellers to comply with IRS and state requirements. Where OhGoody is required to collect sales tax/VAT on your behalf, OhGoody will use the category you assigned to each listing to calculate, collect, and remit the applicable taxes. You are solely responsible for ensuring that all of your listings are properly categorized, and you agree to indemnify OhGoody for any losses it incurs in connection with any miscategorization of your listings by you. Please remember that OhGoody’s fees do not include any withholding taxes that might apply in your home country. You are required to pay OhGoody the full amount of our fees and may not deduct any applicable withholding taxes from that amount. Please also note that some countries require OhGoody to apply VAT on the fees that you may be charged in accordance with this policy, and that the fees listed in this policy are exclusive of VAT.

OhGoody reserves the right to change the Policies pertaining to OhGoody’s pricing from time to time, at OhGoody’s sole discretion. If any such changes are made, you will be notified two (2) weeks prior to the changes taking effect via email or prominent notice on the Site. The prices listed here are subject to any such changes.

5. Shipping

As a Vendor, you are responsible for shipping sold Products to Buyers in a timely manner. Although OhGoody may offer limited tracking information to Buyers, you are ultimately responsible for ensuring that your Buyers receive their orders. Furthermore, you agree to:

Provide an accurate and truthful “ships from” address.
Specify shipping costs and processing times in the listing of a Product.
Ship Products after they are sold within five (5) business days of purchase, unless otherwise explicitly stated in processing times or agreed with the Buyer through the on-Site communication tools, with the Buyer’s consent.
Comply with all local and international shipping and customs regulations.
Ship to the address listed on the Product receipt.
Mark the order as “shipped” following shipment and notify the Buyer that you have shipped the order through the on-Site communication tools.
Charge your Buyers an appropriate amount for shipping.
Have your Store Policies for refunds/returns readily and easily viewable for your Buyers and prospective Buyers.

You understand that by entering tracking information or delivery confirmation on OhGoody, you are giving OhGoody permission to collect and share this data from your chosen shipping carrier with the Buyer of the Product. Should an order not arrive, you agree to provide valid proof of shipping in the event that a dispute arises between you and the Buyer.

OhGoody is not responsible for delays in transit caused by high package volume, weather, mechanical error, strikes, natural disasters, terrorism safety control, local carrier mis-scans or inaccurate/incomplete shipping information, and OhGoody does not require a signature for the release of any shipment. Leaving a package at an address is ultimately up to the complete discretion of the individual delivery person and is therefore out of OhGoody’s control.

6. Reviews

Buyers are permitted to leave a review for Products they have purchased from Vendors. OhGoody permits Vendors to leave a response to reviews. By responding to a review, you acknowledge that your response may not contain:

Any personal or private information.
Any language or imagery which is obscene, threatening, racist, or harassing or otherwise violates the Terms; including our Community Guidelines.
Prohibited health claims;
Advertising or spam.
Any shilling or otherwise seek to falsely inflate or deflate your review score.

OhGoody is committed to maintain the integrity of OhGoody’s review system and reserves the right to remove any reviews in violation of these Vendor Terms, Terms, or any of its Policies.

7. Privacy and Personal Information

a. As a Vendor, you are an independent data controller of any personal information of Buyers that you collect, receive or process in the course of the transaction process. engaging in a when communicate and engage with as part of a transaction. As such, you are responsible for protecting this personal information and are required to comply with all relevant legal requirements including any applicable data protection and privacy laws (including but not limited to the European General Data Protection Regulation 2016/679 (“GDPR”) and/or any implementing or equivalent national laws in countries located within or outside the European Union; U.S. federal and state laws, in particular the California’s Consumer Privacy Act of 2018 (“CCPA”), as amended and including all regulations issued pursuant thereto; the Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) and any other applicable data protection and privacy laws). These laws may require you to: (i) honor requests received from users that pertain to data access, correction, portability, deletion and objections to processing; and (ii) post and comply with your own privacy policy, which in turn must be accessible to all Buyers who you interact with. Any privacy policy that you create must be compatible with these Vendor Additional Terms and OhGoody’s Terms of Use. You understand that you are solely responsible all processing activities you perform as an independent data controller, including any disclosures of personal information by you or breaches of applicable law.

b. If you and OhGoody are found to be joint data controllers of personal information, and OhGoody is sued, fined, or otherwise incurs expenses due in part to your actions or omissions in your capacity as a joint data controller of Buyer personal information, you hereby agree to fully indemnify the OhGoody Parties for all losses incurred in connection with your processing of Buyer personal information as a joint data controller.

c. If OhGoody provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Service. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Buyer Additional Terms

OhGoody is an online marketplace where you can purchase Products directly from other users of the Services (“Vendors”) around the world. These Buyer Additional Terms (“Buyer Terms”) are a part of our Terms and set out your rights and obligations as a purchaser of Products through the Services (“Buyer”). When you buy a Product from a Vendor using the Services, you agree to these Buyer Terms along with the Terms.

1. OhGoody is Merely a Venue.

OhGoody does not create or distribute any Products. OhGoody is simply the venue that allows for Buyers to purchase Products listed on the Services. When purchasing Products through the Services, you understand that:

a. You are buying Products from one of the Vendors on OhGoody, not directly from OhGoody. No joint-venture or partnership relationship of any kind exists between OhGoody and OhGoody’s Vendors.

b. OhGoody cannot guarantee or endorse any content or items sold by Vendors on the Site. While certain Products may be featured, this does not reflect any endorsement of the Product by OhGoody.

c. Each Vendor has their own processing times, shipping methods and Vendor specific policies (“Store Policies”).

2. Purchasing Products.

Each of the Vendors on the Site has unique Store Policies. By purchasing a Product from a Vendor through the Services, you agree that you have:

a. Read any relevant Product description and the Store Policies prior to making the purchase.

b. Submitted appropriate and full payment for the Product(s) purchased.

c. Provided accurate and truthful shipping information to the Vendor you are purchasing from.

3. Reporting.

You have the ability to flag a Product or Vendor profile in violation of OhGoody’s Policies, flagging is confidential and will be reviewed by OhGoody’s support staff at OhGoody’s sole discretion. OhGoody is not obliged to act on flagged products or Vendors.

4. Reviews.

OhGoody allows Buyers to leave reviews about Products they have purchased. In order to leave reviews about a Product on the Site, users must have an Account and have purchased the Product within the past one hundred (100) days. Should you choose to leave a review for a Product, you acknowledge that are solely responsible for the content of your review, which is considered your UGC under the Terms. By leaving a review, you acknowledge that your review may not contain:

Any personal or private information.
Any language or imagery which is obscene, threatening, racist, or harassing or otherwise violates the Terms; including our Community Guidelines.
Prohibited health claims, including any claims that a Product is intended to diagnose, cure, mitigate or treat a disease or medical condition;
Advertising or spam.
Any shilling or otherwise false inflation or deflation of a Vendor’s review score.
Things beyond the Vendor’s control (e.g. shipping delays by a carrier or payment processor issues).

OhGoody is committed to maintain the integrity of OhGoody’s reviews system and reserves the right to remove any reviews in violation of these Buyer Terms or our Terms, or any of its Policies.

5. Cancellations. Only Vendors can cancel a transaction. You may request that a Vendor cancel an order via the communication tools available on the Site.

6. Returns. Each Vendor has their own return policies, which will be outlined in their Store Policies. Not all Vendors accept returns. If you reside in the European Union, you may be entitled to a fourteen (14) day “right of withdrawal”, during which you may return a Product for any reason.

Community Guidelines

These Guidelines are part of our Terms of Use. By using the Service, you agree to these Guidelines and our Terms of Use. At minimum, your participation in the Communities is subject to all of the Terms, including these Guidelines:

Your UGC. All of your UGC either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with the Terms and any applicable Additional Terms. Your UGC should not contain any visible logos, phrases, or trademarks that belong to third parties unless you have obtained permission from that party. Do not use any UGC that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your UGC or has any rights to your UGC, or if anyone appears or is referred to in the UGC, then you must also have their permission to submit such UGC to OhGoody. (For example, if someone has taken a picture of you and your friend, and you submit that photo to OhGoody as your UGC, then you must obtain your friend’s and the photographer’s permission to do so.)

Act Appropriately. All of your Service activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your UGC might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Service. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your UGC must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, religion, or handicap. Your UGC must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit. Your UGC must not exploit children under the age of 18.

Do Not Use to Solicit or Send Unwanted Communications. Do not harvest or collect email addresses or other contact information of others from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Do not solicit personal information from anyone or solicit passwords or personally identifying information for commercial or unlawful purposes. This also includes not uploading, posting, transmitting, sharing or otherwise making available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.

Do Not Use for Inappropriate Purposes. Your UGC must not promote any infringing, illegal, or other similarly inappropriate activity.

Be Honest and Do Not Misrepresent Yourself or Your UGC. Do not impersonate any other person, user, or company, and do not submit UGC that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.

Others Can See. We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with other members. However, please remember that the Communities are public or semi-public and UGC that you submit on the Service within a Community may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, email address, or other personally identifiable information or contact information) on Community spaces and take care when otherwise disclosing this type of information to others.

Don't Share Other People's Personal Information. Your UGC should not reveal another person’s address, phone number, email address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by OhGoody (e.g., an email address to send an email invite to a friend).

Don't Damage the Service or Anyone's Computers or Other Devices. Your UGC must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Service or any computer or other Device.

If you submit UGC that we reasonably believe violates these Guidelines, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by applicable law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the UGC in question being removed from the Service and/or termination or suspension of your Account.