Terms of Service
Last Updated: December 5, 2022
These Terms of Service (this “Agreement”) set out the terms on which Goally, Inc. (“Goally,” “we” or “us”) will provide access to and use of certain services available on or through its websites, including http://www.getgoally.com/ and/or software applications or mobile applications linking to this Agreement (each, a “Service”) to you, a user of the Service (“you” or “User”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you do not agree to this Agreement, you must not use the Service.
Some of Goally’s clients, such as clinicians, teachers, or school districts, may be subject to one or more separate written agreements with Goally or with each other (each, a “Service Agreement”). This Agreement applies only to use of Goally’s websites and the Service and in no way affects the terms and conditions of any Service Agreement. In the event of a conflict between this Agreement and a Service Agreement, the Service Agreement will govern.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND GOALLY AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.
- Nature of the Service.
1.1 General. The Service is designed to assist children with ADHD and Autism and their parents or guardians in developing routines and guided activities to promote and improve independence. The Service allows parents or guardians to upload certain information or other content (which may include data, text, photos, video or other content) related to their child’s mental and behavioral health, or other topics. Children may also use the Service to engage in activities on a mobile device without uploading personal information about themselves. Finally, teachers and clinicians may use the Service to teach or provide healthcare services to children and parents on the Service. Any information or other content uploaded by a non-child User, which may include data, text, photos, video or other materials or content, is collectively, “User Content” or “Your Content”. You represent and warrant that: (a) all required User Content you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
1.2 Children. The Service does not knowingly collect personal information from persons under the age of 18. If you are under the age of 18, you are not permitted to register as a User or to send personal information to Goally.
1.3 Disclaimer. THE SERVICE DOES NOT GIVE MEDICAL ADVICE AND IS NOT DESIGNED TO PROVIDE MEDICAL ADVICE OR FACILITATE MEDICAL EMERGENCIES. GOALLY DOES NOT DIAGNOSE HEALTH ISSUES AND IT WILL NOT ALERT YOU OR YOUR CHILD OF ANY MEDICAL CONDITION. OUR SERVICE IS NOT A MEDICAL DEVICE. OUR SERVICE AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT AND IS OFFERED FOR INFORMATIONAL PURPOSES ONLY. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR OR YOUR CHILD’S HEALTH. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ WHILE USING THE SERVICE. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. DO NOT RELY ON ELECTRONIC COMMUNICATIONS OR COMMUNICATION THROUGH THE SERVICE FOR IMMEDIATE, URGENT MEDICAL NEEDS.
1.4 No Provider-Patient Relationship. You understand and agree that by using the Service, you are not entering into a health care provider-patient relationship with Goally. Goally may enter into Service Agreements with certain healthcare providers to provide Services you request; in that case, your consent for such relationship will be obtained in advance. The Service is not meant to provide complete or exhaustive information about any individual User’s or child’s health or behavior. You are strongly encouraged to consult with a qualified health care professional for answers to your personal questions.
1.5 Any reliance on the material, advice, suggestions, or recommendations from Goally on the Service is at your own risk, and we specifically disclaim all responsibility for any liability, loss or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use or application of any of the contents of the Service.
- Registration. In order to use certain parts of the Service, you may be required or permitted to provide us with identifying information about you and your child in addition to creating a password. We may request additional information from you after registration. You represent and warrant to us that you will provide us with accurate, current and complete registration information. If you request that we connect your account to another person, such as an educator or clinician, you represent and warrant that the person with whom you desire to share your account is entitled to receive the User Content, including personal information, displayed on the Service. You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you. You agree to keep all such credentials and passwords confidential.
- Your Content.
3.2 You represent and warrant that you own all proprietary rights in Your Content or, with respect to any of Your Content you do not own, that you have the full authority and right to create, upload, store and/or transmit Your Content, and to grant the licenses and rights you have granted in this Agreement, and that your creation, uploading, storage and/or transmission of Your Content, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity.
3.4 On termination of your account, or this Agreement, we have no obligation to return any User Content to you, so you should retain copies of all of Your Content.
- Our Ownership Rights.
- The Service, including all aspects of Goally’s websites, software applications, and mobile applications, including Our Property, is the property of, and owned by, Goally or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content, hardware, and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., in emails or other communications from us to you) through or in connection with, the Service are “Our Property.” Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, de-compilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this paragraph.
4.2 The Goally logo, Goally, and any associated logos are registered or unregistered trademarks or service marks of Goally, Inc. or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
4.3 Subject to the terms herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service. We reserve all other rights. For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property or any User Content without our explicit written consent.
- Use of the Service.
- You must not (a) create, upload or transmit Your Content if you do not have the right to do so; (b) create, upload or transmit Your Content or use the Service in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Content; (d) except as otherwise expressly permitted by this Agreement or a Service Agreement, harvest or otherwise collect information about others from the Service; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (f) use manual or automated software, devices, or other processes to “crawl,” “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property or any User Content; (g) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Service; (i) abuse the Service’s chat or other features; or (j) use the Service in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Service.
- Your Content must not: (i) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (ii) contain a review or any portion thereof that you were paid to write either directly or indirectly; or (iii) except as otherwise expressly permitted by us in writing, contain any advertising, promotional, solicitation or other commercial material.
- We reserve the right (but are under no obligation) to investigate any claim that User Content or use of the Service does not conform to the terms of this Agreement, and to remove User Content from the Service or terminate your account for breach of this Agreement.
- Consent. In order to enable certain features in the Service we will not ask for your consent beforehand. If you are a clinician or educator attempting to connect with a parent or guardian on the Service, you agree to procure legally valid consent from such parent or guardian prior to accessing information about their child on the Service; you further agree to defend, indemnify, and hold Goally harmless from and against any claim brought as a result of your failure to secure appropriate parental or guardian consent.
- Payment and Subscriptions.
6.1 When you purchase a subscription to the Service, you are purchasing the right to receive regular and recurring access to the Service (a “Subscription”). By purchasing any Subscription, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation of the automatic renewal of your Subscription and you acknowledge that your Subscription will be automatically extended for successive periods.
6.2 Cancellation. To cancel the automatic renewal of your Subscription, you must do one of the following prior to your renewal date to avoid being charged for the next renewal period: (a) update your Subscription options in your account on the Service, or (b) send an email to [email protected]. If you cancel the automatic renewal of your Subscription, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current Subscription Period.
6.3 Automatic Renewal. All pre-paid Subscriptions will renew at the end of your initial term for the same period of time as such initial term (each a “Subscription Period”). For example, if you bought a monthly Subscription on November 7th, your Subscription would renew for another month on December 7th. If you have a renewal date on the 30th or 31st of the month, your renewal date will be moved to accommodate months that do not have those dates. If you cancel the automatic renewal of your Subscription, you may use your Subscription until the end of your then-current Subscription Period. If Goally does not receive payment for a renewal prior to the date of renewal, Goally may, in its discretion, do one or more of the following: (i) demand full payment, (ii) charge any form of payment you have obtained to replace your provided form of payment (e.g., if you have obtained a replacement credit card number), and you hereby authorize Goally to do so, and (iii) terminate or suspend your Subscription.
6.4 Device Return. Your Subscription fee covers the rental of any device or hardware provided to you as part of the Service (the “Device”). At the end of your Subscription Period, you agree to return the Device to Goally at your cost and expense. We will continue to charge you until we receive the Device at the end of the Subscription Period. We reserve the right to charge you for the replacement or repair of the Device you return or fail to return to us, normal wear and tear excepted.
6.5 Payments. By submitting an order for any products or Services, including in-application purchases, you agree to pay in advance the price therefore, plus any applicable taxes, shipping and handling and/or other charges. Payment may be made by credit card or any other method of payment Goally may make available to you. In order to make a payment, you must provide us and our third-party payment processor with valid credit card and/or other billing information and authorize us (or any third-party payment service provider engaged by us) to charge your method of payment for all orders placed and accepted via the Services. Goally is not responsible for any bank fees, overdraft fees, or other fees or obligations in connection with your payments hereunder. All sales are final, and unless otherwise indicated on the Goally website, no returns or exchanges of products or services are accepted by Goally. All payments are non-refundable.
- Feedback. If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively “Feedback”), Feedback will be the sole property of Goally. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise use in any manner, all Feedback, without restriction and without compensating you in any way. We shall have no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
- Warranty Disclaimers and Limitations of Liability.
- THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE SERVICE OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR OUR PROPERTY. We may pause or interrupt the Service at any time, and you should expect periodic downtime for updates to the Service. No advice or information, whether oral or written, obtained by you from us or through the Service will create any other warranty.
8.2 GOALLY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. GOALLY HEREBY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OF THE SERVICE OR THIRD PARTIES.
8.3 UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
8.4 TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF $10.
8.5 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- Cloud Services and Third-Party Services. Without limitation of the disclaimers and limitations of liability set forth in Section 8, you acknowledge and agree as follows: (a) we provide the Service using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); (b) the price at which we could afford to offer the Service would vary if we provided the Service other than using such cloud services; and (c) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider. The Service may depend upon, interact with third parties such as clinicians or school districts (each, a “Third Party Service”), which Third Party Services may in each case be accompanied by a separate agreement among you, us, and/or the Third Party. You must comply with the applicable Third-Party agreement when using the Third-Party Service and the Service. We do not endorse, and hereby disclaim all liability or responsibility to you or any other person for, any Third-Party Services.
- Indemnity. You will indemnify us, and our licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to your breach of this Agreement or your use of the Service (but excluding any Liabilities to the extent caused by our gross negligence or willful misconduct). We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.
- Suspension and Termination. You may terminate this Agreement at any time by closing your account and ceasing use of the Service. We reserve the right to suspend your account and/or access to the Service at any time if we believe you are in breach of this Agreement. We reserve the right to terminate this Agreement or to cease to offer the Service at any time on written notice to you (including by email to registered Users or posting on our website or mobile applications), for any reason or no reason. If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license and rights provided by us under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of Your Content, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Service or for termination of access to your account.
Sections 1.2-1.4, 3, 4, 6-9, and 12-20, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
- Modification of Service and Agreement. We reserve the right to modify the Service at any time, without notice to you. We may also from time to time amend this Agreement prospectively. If we do so, we may notify you by email (for registered Users) and posting on our website or applications. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Service. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Goally.
- Applicable Law. You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the State of Delaware, without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law. Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued.
- Arbitration. You and Goally agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Goally shall be sent to: [email protected]. Any dispute between the parties will be governed by this Agreement and the laws of the State of Delaware and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Goally will not commence against the other a class action, class arbitration, or other representative action or proceeding. If a dispute does arise out of this Agreement or related to your use of the Service, and it cannot be resolved after you first email us, then it must be resolved by binding arbitration. This arbitration must be administered by JAMS under the JAMS Streamlined Arbitration Rules and Procedures, taking place either virtually or in Boulder, Colorado. You may only request arbitration, on your own behalf and on an individual basis, provided that JAMS, upon our request only, may consolidate the arbitration proceeding with any other arbitration proceeding relating to this Agreement if it determines that (i) there are issues of fact or law common to the two proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party would be prejudiced as a result of such consolidation through undue delay or otherwise. You hereby waive any right to object to or oppose such consolidation. By agreeing to this Agreement you are waiving your right to trial by jury or to participate in a class action or representative proceeding. Unless prohibited by applicable law or arbitrators, we reserve the right to speak publicly regarding any disputes. If you or Goally pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.
- Jurisdiction. With respect to any claims that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within Boulder County, Colorado with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within the state of Colorado.
- Force Majeure. In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control. Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Service or using or disclosing any of Your Content.
- Compliance with Laws. You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.
- Geography. We provide the Service from the United States and for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- Storage and Use of Images and Videos.
Consent for Storage: As part of our commitment to providing a safe and effective service, Goally (“Company”) may collect, store, and use photographs, images, and videos (“Media”) that include depictions of children. These Media are primarily used for the purposes of delivering and improving our services, which are designed for children, their parents, and clinicians. By using our services, you consent to the collection and storage of such Media on our servers.
Privacy and Security: We are dedicated to maintaining the privacy and security of all Media collected through our services. The Company employs robust security measures to protect this Media from unauthorized access, disclosure, alteration, and destruction.
Reporting of Abuse: The Company is committed to the welfare and safety of children. If, in the course of storing or reviewing the Media, the Company becomes aware of any content or behavior that reasonably appears to be abusive or harmful to children, the Company will take appropriate steps to address the situation. This includes, but is not limited to, notifying law enforcement or other relevant authorities in the appropriate jurisdiction.
User Responsibility: Users of the Company’s services are expected to uphold the highest standards of conduct. Any user found to be involved in abusive or harmful behavior towards children, as evidenced in the Media, may be subject to immediate termination of their account and legal action.
Jurisdiction and Legal Compliance: The Company operates in compliance with applicable laws and regulations relating to child safety and data privacy. We will cooperate with law enforcement and other relevant authorities as required by law and when we believe it is necessary to prevent harm to children.
Changes to this Provision: The Company reserves the right to modify or update this provision at any time.
- Miscellaneous Provisions.
- No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein.
- No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
- Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.
- Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
- This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly stated otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.
- Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement.
- There shall be no third-party beneficiaries to this Agreement. We reserve the right to change this Agreement at any time; we will provide notice to you of these changes by updating the “Last Updated” date above. Please check this Agreement periodically for updates.
- For any questions about this Agreement, please contact us at:
3000 Lawrence St. Denver CO 80205