We’ve put together the following Terms of Use so you know the rules that govern our relationship with you. These terms form a legally binding contract between you and Goodie, Inc. (d.b.a. caly) so please read them carefully.
By accessing and using the mobile application services that caly provides (the “Services”), you agree to the Terms of Use (“Terms”). If you do not accept and agree to be bound by all of the terms of this Agreement, please do not use the Service. If you have any questions, please don’t hesitate to contact us at support@caly.link
These terms govern your access to and use of the caly application (the "Service"), and any video, sound, text, graphics, or other materials sent, received, stored or otherwise appearing in the Service (collectively referred to as "Content"). Parts of the Service may display Content that is not caly's (“User Content”). Such content is the sole responsibility of the person or entity that has made it available. When "Content" is used in this document, it refers to both content provided by caly and User Content collectively, unless otherwise specified.
Where applicable, "The Company" shall also be understood as a reference to affiliates, suppliers, partners and other third parties caly may engage or otherwise cooperate with in connection with the Service
We may change these Terms at any time. If a change is material, we’ll let you know before it takes effect provided that we have your correct email address. By using caly on or after that effective date, you agree to the new Terms. If you don’t agree to them, you should delete your account before they take effect, otherwise your use of the Service and Content will be subject to the new Terms.
ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND caly WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us.
Basic Terms
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).
You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law. You’re responsible for any activity associated with your account.
Your use of the Services is subject to the following additional restrictions. You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:
1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Company);
2. Violates any law or regulation, including any applicable export control laws;
3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. Jeopardizes the security of your Company account or anyone else’s (such as allowing someone else to use the Service);
5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
7. Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
9. Copies or stores any significant portion of the Content;
10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
11. Is offensive or endorses or promotes racism, bigotry, discrimination, hatred, harassment or physical harm of any kind against any group or individual;
12. Displays or links to pornographic, sexually explicit or any other indecent material;
13. Promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
14. Promotes or endorses an illegal or unauthorized copy of another person's copyrighted work;
15. Contains restricted or password only access pages or hidden pages or images;
16. Solicits passwords or personal data from other users; or
17. Violates the rights of or harms or threatens the safety of other users or the Service.
18. Shares Personal information about others, without their consent
A violation of any of the foregoing is grounds for termination of your right to use or access the Services
Scope of Services
caly does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Video Call Services. Video call hosts alone are responsible for their rates, listings, availability and all other Video Call Services. When users make or accept a booking, they are entering into a contract directly with each other. caly is not and does not become a party to or other participant in any contractual relationship between Members. caly is not acting as an agent in any capacity for any Member, except for collecting Services fees, as described in this document.
You might be using caly Service to create an individual profile to provide services, as defined in this document, such as paid-for video calls (referred as “Host”) or buy such services (referred as “Participant”).
While we may help facilitate the resolution of disputes, caly has no control over and does not guarantee (i) the truth or accuracy of any video call listing descriptions, ratings, reviews, or other member content, or (ii) the performance or conduct of any host, member, user or third party. caly does not endorse any host, member, listing, or video call services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by caly about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable.
Age Limitation
caly is only for people 18 or older. By using caly, you affirm that you are over the age limit effective for your country of residence. If we learn that someone under the minimum allowed age is using caly, we’ll terminate their account.
How you can use the Service
Your use of caly requires that you have hardware, software and an Internet connection fulfilling certain recommended requirements. If the recommended requirements are not met, you may potentially still use the Service, but normally with a lower quality or performance. Such reduced quality or performance will not give you the right to claim any compensation from caly.
To use the Service, you will need to create a personal caly account. You are responsible for providing and maintaining accurate and updated personal information, and for safeguarding your account information. You may not select or use an identity of another person with the intent to impersonate that person. You must use a valid email address, and caly reserves the right to verify this at any time. caly will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Your account is strictly personal and shall not be used by any other person without your supervision. Neither shall you assign your account to any other person. You are in any event solely responsible for the use of the Service through your personal user account.
We may change, terminate, or restrict access to any aspect of the Service or your account, at any time, without notice. We reserve the right to impose limitations of use based on what we consider fair or legitimate usage.
You are responsible for your use of caly, including the lawfulness of any content displayed, shared, uploaded or otherwise made available by you in the Service (“the User Content”).
Video services for caly, are provided by Twilio Inc., a Delaware corporation, located at 375 Beale Street, Suite 300, San Francisco, CA 94105, and are subject to the Twilio Terms of Service (https://www.twilio.com/legal/tos). By agreeing to these terms and continuing to use caly, you agree to be bound by the Twilio Terms of Service, as the same may be modified by Twilio from time to time.
Service Fees
caly may charge fees to Hosts ("Host Fees") and/or Participants ("Participant Fees") (collectively, "Service Fees") in consideration for the use of the caly Platform.
Any applicable Service Fees will be displayed to a Host or Participant prior to booking a video call. caly reserves the right to change the Service Fees at any time, and may provide Members notice of any fee changes before they become effective. Such fee changes will not affect any bookings made prior to the effective date of the fee change.
Payment processing services for caly, including the processing and storing of credit card data, and host payouts are provided by Stripe Inc. (“Stripe”) and are subject to the Stripe Services Agreement (https://stripe.com/legal). By agreeing to these terms and continuing to use caly, users agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of caly enabling payment processing services through Stripe, you agree to provide caly and Stripe accurate and complete information about you and your business, and you authorize caly to share with Stripe this information and transaction information related to your use of the payment processing services provided by Stripe.
Referrals
Users may participate in the referral program and be compensated for sharing a referral code with other users to use at sign up. The amount earned per referral is determined by caly and subject to change. Users participating in the referral program agree to not abuse the program in any way other than it’s intended use of signing up new users. Users who abuse the program understand that money transferred via the referral program may be reversed and returned to caly. In the event that a user is compensated for an incorrect amount, caly may reverse the payment. Caly may set a limit on the total amount earned by a participating user or by all users in the referral program. Caly can end the referral program at any time.
Privacy and Personal Data
When delivering the Service, caly will collect and process personal data about you and your use of the Service. By using the Service, you agree that caly can use your personal data in accordance with our Privacy Policy and in accordance with the consents you have given us. caly will comply with US privacy regulations.
Communication
caly may need to send you information about the Service, such as important service announcements and administrative messages, by SMS, email or other means of electronic communication, by posting a notice on the company website, or through any other relevant communication channels.
caly may offer to send you promotional information by SMS, email or other means of electronic communication. You may choose to opt in to receiving such communication.
Integrations
We may make available functionality allowing you to integrate other services (“Integration Service”) into caly. Usage of such services will be governed by the Terms applicable for the Integration Service used.
When using the Service or third-party integrations to the Service, you may be exposed to commercial messages and advertisements. The Website and the Service may contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by caly of the contents of such third party websites. caly excludes any responsibility for the content of linked third party websites.
Intellectual Property Rights
All rights, title to and interest in the Service are and will remain the exclusive property of caly. The Service and its content are protected by copyright and other intellectual property rights in the country you reside as well as foreign countries.
Except for the limited, personal, non-exclusive, non-transferable and revocable license granted to you for the sole purpose of your use of the Service in compliance with the Terms, you are not granted any ownership of or license to any intellectual property rights in our Service or in the content owned by us our partners that you access through the Service.
The trademarks, logos, domain names and any other similar signs or symbols which are displayed on the Website or as part of the Service are the registered and unregistered marks of caly. Nothing in the Terms grants you the right to use any such marks.
You retain your rights to any Content you submit, post or display on or through the Service.
Rights
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Company’s) rights.
You understand that Company owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
Changes to the Service
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
Payments
When you request a paid call with another user (a "Call Request"), you will be agreeing to the price that is displayed as part of the Call Request (the "Call Price") and you will provide a payment method at the time at which the Call Request is made. You authorize caly to initiate a payment on your behalf and collect from you the amount due pursuant to these terms by charging the payment method associated with the Call Request for the specified Call Price at the time the call request is accepted by the user to whom the Call Request was sent. Furthermore, you authorize caly to send instructions to the financial institution that issued your card to take payments from your card account in accordance with these terms. This may occur in the future at any point after the Call Request is made up until the date and time of the call's scheduled start time or until the Call Request is cancelled. The initiated payment will occur one time and be determined based on the Call Price associated with the Call Request.
If you dispute any charges you must let Company know within sixty (60) days after the date that Company charges you. We reserve the right to change Company’s prices. If Company does change prices, Company will provide notice of the change on the site, in the Application, or in an email to you, at Company’s option. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income. In the event that a payment is made, transferred, or paid out to you by Company by mistake or for the incorrect amount, or Company determines that you have violated the Terms of Use, Company has the right to reverse and/or revoke the payment(s), and if this is not possible via the Service, you agree to pay back Company the requested amount within 30 days of the request.
Stop Using Service
Please delete your account and uninstall the app if you would like to stop using the service. caly is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Company has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
Miscellaneous
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Company may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Company agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Company, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.
Disclaimer of Warranties
THE SERVICE, INCLUDING, WITHOUT LIMITATION, caly CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER caly NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "caly PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE caly CONTENT; (C) THE USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO caly OR VIA THE SERVICE. IN ADDITION, THE caly PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE caly PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE caly PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE caly PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE caly PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.
BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
THE caly PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.
Limitation of Liability; Waiver
UNDER NO CIRCUMSTANCES WILL THE caly PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE caly CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE caly PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE caly PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE caly PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE caly PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF caly'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE caly PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE caly PARTIES.
BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE ANY LAW OF ANY STATE OR TERRITORY WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
caly IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
Indemnification
You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at caly's request), indemnify and hold the caly Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by caly in the defense of any claim. caly reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of caly.
Arbitration
Except if you opt-out or for disputes relating to: (1) your or caly's intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); or (2) violations of provisions 13 or 14 of the Basic Terms, above ("Excluded Disputes"), you agree that all disputes between you and caly (whether or not such dispute involves a third party) with regard to your relationship with caly, including without limitation disputes related to these Terms of Use, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and caly hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. Neither you nor caly will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if caly is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either caly or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.
You may opt out of this agreement to arbitrate. If you do so, neither you nor caly can require the other to participate in an arbitration proceeding. To opt out, you must notify caly in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
Goodie, Inc. ATTN: 1487 Dunwoody Drive, Suite One, West Chester, PA 19380
You must include your name and residence address, the email address you use for your caly account, and a clear statement that you want to opt out of this arbitration agreement.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with caly.
Time Limitation on Claims
You agree that any claim you may have arising out of or related to your relationship with caly must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Governing Law & Venue
These Terms of Use are governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms of Use, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with caly exclusively in a state or federal court located in Chester County, Pennsylvania, and to submit to the personal jurisdiction of the courts located in Chester County, Pennsylvania for the purpose of litigating all such disputes.
If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. caly's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. caly reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with caly.
Entire Agreement
If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and caly and governs your use of the Service, superseding any prior agreements between you and caly. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of caly. Any purported assignment or delegation by you without the appropriate prior written consent of caly will be null and void. caly may assign these Terms of Use or any rights hereunder without your consent. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.
Territorial Restrictions
The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject caly to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that caly provides.
Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
The effective date of these Terms of Use is January 1, 2021. These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.