Terms and Conditions
Proper Good reserves the right to change or modify these Terms at any time and in our sole discretion. If Proper Good makes changes to these Terms, we will provide notice of such changes, such as by sending you an email notification, by providing notice through the Services, or by updating the "Last Updated" date at the top of these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your use of the Services. If you do not agree to any amended Terms, you must stop using the Services.
ELIGIBILITY, REGISTRATION AND ACCOUNT
The Services are not targeted towards, nor intended for use by, anyone under the age of 13. If you are between the ages of 13 and 18, or the age of legal majority under applicable law, you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. By using the Services, you represent and warrant that you (a) have not been previously suspended or removed from the Services; (b) do not have more than one online account with Proper Good; and (c) have full power and authority to enter into this agreement and that, in doing so, you will not violate any other agreement to which you are a party.
In order to access and use certain areas or features of the Services, you may be required to register for an online account or to use your credentials (e.g., username and password) from a third-party social media site to log into the Services. When registering for an account, you cannot create an account name that incorporates a trademark without authorization from the trademark owner. We reserve the right to reclaim account names, or to take other reasonable action as necessary, on behalf of any business or individual that holds legal claim, including trademark rights, in a name.
In consideration of your use of the Services, you agree to (w) provide accurate, current and complete account information; (x) maintain and promptly update your account information; (y) maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to Proper Good; and (z) promptly notify Proper Good if you discover or otherwise suspect any security breaches related to the Services.
COPYRIGHT AND LIMITED LICENSE
Unless otherwise indicated on the Services or otherwise by Proper Good, the Services and all content and other materials therein, including, without limitation, the Proper Good, Proper Good, Pearls, and Proper Good logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content") are the proprietary property of Proper Good or our licensors or users and are protected by U.S. and international copyright laws.
You are hereby granted a limited, nonexclusive, non-sublicensable license to access and use the Services and Content; however, such license is subject to these Terms and does not include (a) any resale or commercial use of the Services, Products or the Content therein; (b) the collection and use of any product or service listings, pictures or descriptions; (c) the distribution, public performance or public display of any Content; (d) modifying or otherwise making any derivative uses of the Services or the Content or Products, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Services, the Content or any information contained therein, except as expressly permitted on the Services; and (g) any use of the Services or the Content other than for their intended purposes. Any use of the Services or the Content other than as specifically authorized herein, without the prior written permission of Proper Good, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein or otherwise by Proper Good, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
Notwithstanding anything to the contrary in these Terms, the Services and Content may contain software components that are subject to separate license terms, in which case those license terms will apply to the access and use of such software components.
REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, Proper Good has adopted a policy of terminating, in appropriate circumstances and in Proper Good's sole discretion, account holders or other users of the Services who are deemed to be repeat infringers. Proper Good may also, in our sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
"Proper Good" / “Eat Proper Good” / "Happy Spoon, Happy You" are Registered Trademarks of the United States Patent and Trademark Office. The Proper Good logo and all other Proper Good product and service names, logos or slogans that may appear on the Services or Products are trademarks of Proper Good in the United States and in other countries, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Proper Good or the applicable trademark holder. You may not use any metatags or other "hidden text" utilizing "Proper Good" or any other name, trademark or product or service name of Proper Good without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Proper Good and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Proper Good.
The Services include interactive features and areas that allow users to create, post, transmit or store content, including but not limited to recommendations (otherwise known as "Reviews") and associated content (such as comments, messages, custom tags and search queries related to Reviews), text, music, sound, photos, video, graphics, code and other items or materials (collectively, "User Content"). You agree that you are solely responsible for your User Content and for your use of such interactive areas, and that you use them at your own risk.
By using the interactive areas of the Services, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
- User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- User Content that, in the sole judgment of Proper Good, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Proper Good or our users to any harm or liability of any type.
You further agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while on the site.
Proper Good is not responsible or liable for the conduct of, or your interactions with, any users of the Services (whether online or offline), nor is Proper Good responsible or liable for any associated loss, damage, injury or harm. Enforcement of these Terms is solely in Proper Good's discretion, and the absence of enforcement of these Terms in some instances does not constitute a waiver of Proper Good's right to enforce these Terms in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Services will not contain any content that is prohibited by these Terms. As a provider of interactive services, Proper Good is not liable for any statements, representations or User Content provided by our users through the interactive area of the Services. Although Proper Good has no obligation to screen, edit or monitor any User Content, Proper Good reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.
Any use of the Services in violation of these Terms may result in, among other things, termination or suspension of your rights to use the Services.
RIGHTS IN USER CONTENT
You retain all ownership rights in the User Content you submit to Proper Good. By submitting or posting User Content on the Services, you grant Proper Good a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any form or media, including for marketing and publicity purposes.
By posting User Content to the Services, you represent and warrant that (a) such User Content is non-confidential; (b) you own and control all of the rights to the User Content that you post or you otherwise have all necessary rights to post such User Content to the Services; (c) the User Content is accurate and not misleading or harmful in any manner; and (d) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule or regulation.
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about Proper Good and the Services ("Feedback"). Feedback, whether submitted through the Services or otherwise, is non-confidential and shall become the sole property of Proper Good. Proper Good shall own exclusive rights, including all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You agree to defend, indemnify and hold harmless Proper Good and our partners, independent contractors, service providers and consultants and our respective directors, officers, employees and agents (collectively, the "Proper Good Parties") from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) any User Content you post, upload, use, distribute, store or otherwise transmit on or through the Services; (c) your use of any of the Products offered for sale through the Services or by Proper Good; (d) any Feedback you provide; (e) your violation of these Terms; or (f) your violation of the rights of another.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY Proper Good, THE SERVICES AND THE CONTENT CONTAINED THEREIN, AS WELL AS THE PRODUCTS OFFERED FOR SALE THROUGH THE SERVICES OR BY Proper Good, ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. Proper Good DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, PRODUCTS, AND CONTENT CONTAINED THEREIN. Proper Good DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
Proper Good IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. WHILE Proper Good ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, Proper Good CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITES OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
Proper Good reserves the right to change any and all content contained in the Services and to modify, suspend or discontinue the Services or any features or functionality of the Services at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Proper Good. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumer, so some or all of the disclaimers in this section may not apply to you.
INTELLECTUAL PROPERTY RIGHTS
All design, text, graphics, logos, button icons, images, audio and video clips, the selection and arrangement thereof, and all software or other Site Content is Copyright © 2019 Proper Good, ALL RIGHTS RESERVED. The compilation (meaning the collection, arrangement, and assembly) of all Site Content is the exclusive property of Proper Good and protected by U.S. and international intellectual property laws. All software used on the Sites is the property of Proper Good or its software suppliers and is protected by U.S. and international copyright laws.
LIMITATION OF LIABILITY
IN NO EVENT SHALL Proper Good OR THE Proper Good PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM Proper Good, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Proper Good'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Proper Good, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES OR TO THESE TERMS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO Proper Good FOR ACCESS TO OR USE OF THE SERVICES.
MODIFICATIONS TO THE SERVICES
Proper Good reserves the right to modify or discontinue, temporarily or permanently, the Services, Products or any features or portions thereof without prior notice. We’re always trying to improve the Services and Products, so they may change over time. We may introduce new features or impose limits on certain features or change pricing 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. You agree that Proper Good will not be liable for any modification, suspension or discontinuance of the Services, Products or any part thereof.
APPLICABLE LAW; ARBITRATION
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH Proper Good AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Proper Good.
You and Proper Good agree to arbitrate any dispute arising from these Terms or your use of the Services or Products, except that you and Proper Good are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Proper Good agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Proper Good shall be sent to Proper Good, Inc., Attn: Legal, 5050 First Avenue South, Suite #103, Seattle, WA 98134. You and Proper Good further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Seattle, Washington; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts in King County, Washington have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the State of Washington 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 Proper Good WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.
Notwithstanding any of these Terms, Proper Good reserves the right, without notice and in our sole discretion, to terminate your right to use the Services or Products, or any portion of thereof, and to block or prevent your future access to and use of the Services or Products or any portion thereof.
Prices and availability of products on the Site are subject to change without notice. Errors will be corrected when discovered. If a product’s correct price is higher than the price stated on our Site, we will normally, at our discretion, either contact you for instructions before dispatching the product, or reject your order and notify you of such rejection. We are under no obligation to provide the product to you at the incorrect (lower) price, even after we have sent you an Order Confirmation or a Shipping Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognized by you as a pricing error. You agree that credit cards and debit cards are to be charged on the date of inventory reservation for the order, not the date of shipping.
Any statements made about products have not been evaluated by the U.S. Food and Drug Administration, and results reported, if any, may not necessarily occur in all individuals. The statements and products are not intended to diagnose, treat, cure, or prevent any condition or disease. All products should be used strictly in accordance with their instructions, precautions, and guidelines. You should always check the ingredients of products to avoid potential allergic reactions. Use of the Sites is not meant to serve as a substitute for professional medical or other advice.
While Proper Good has tried to accurately display the colors, dimensions, and other characteristics of the products on the Sites, the actual colors and other characteristics you see may depend on your computer, monitor, and/or other variations and may vary accordingly.
Proper Good, Inc. Mobile Notifications are a standard rated subscription alert service providing time-sensitive mobile alerts to customers that include updates to current/upcoming orders, promotional offers, MMS and coupons from Proper Good, Inc. By signing up you agree to receive text messages regarding your order status.
To Opt-Out (discontinue service), text "STOP" to 855-554-7444 from your mobile device. You will not receive any additional text messages. You can also manage your text messages by updating your Proper Good profile at www.eatpropergood.com. Simply select "No" from the SMS Notifications option in the communication preference section of your profile.
For help, please email firstname.lastname@example.org
Carriers Supported (U.S. only)
AT&T, Sprint, T-Mobile®, Verizon Wireless, Virgin Mobile USA, U.S. Cellular®, Metro PCS, ACS Wireless, All West Wireless, Bluegrass, Boost USA, Cambridge Telecom, Cellcom, Cellular South, Centennial, Cincinnati Bell, Cricket Communications, Cellular One of East Central Illinois, Appalachian Wireless, Farmer's Mutual Telephone Company, General Communications, Golden State Cellular, PC Management, Inland Cellular, Illinois Valley Cellular, Nex-Tech Wireless, Nucla-Naturita, nTelos, Revol, Silver Star PCS (Gold Star), Snake River PCS, South Central, Syringa, Thumb Cellular, UBET Wireless, Unicel, United Wireless, and West Central Wireless.
*T-Mobile is not liable for delayed or undelivered messages
Proper Good, Inc. will not be liable for any delays in the receipt of any SMS messages connected with our sms Gateway. Delivery of SMS messages is subject to effective transmission from your wireless service provider/network operator.
We will only use your information to provide you the services you request and as set forth in our privacy notice which can be found at https://eatpropergood.com/pages/privacy-policy
Proper Good, Inc. does not charge a fee for text messaging service. Standard messaging and data rates may apply, we are not responsible for any charges from a person's service provider that may result from us providing this service. Proper Good, Inc. assumes no responsibility for charges incurred by signing up for this text messaging service. Any text messaging fees that you incur will be billed on your individual mobile provider bill.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
This policy and all statements herein are effective January 2020.