Terms of Use

Terms of Use for the Goodall Homes Customer Portal

1. The Portal is provided to you by Goodall Homes (“Goodall”). These Terms establish an agreement between you and Goodall. By downloading, accessing, or using the Portal, you agree to the Terms. If you do not agree to the Terms, you may not use the Portal.

2. Use and Purpose of the Portal
You understand and agree that the Portal is licensed, not sold, to you for use only as outlined in these Terms. You agree that you will not use or attempt to use this Portal for any purpose other than conducting home-building related business with Goodall as a bona fide client of Goodall. You agree that:

• your use of this Portal is subject to and governed by these Terms,
• you will only access or use this Portal and transact business with us if you are at least 18 years old,
• you will comply with and be bound by these Terms as they appear on this Portal each time you access and use this Portal,
• each use of this Portal by you indicates and confirms your assent to and agreement to be bound by these Terms, and
• these Terms are a legally binding agreement between you and Goodall that will be enforceable against you.

2.1. Additional Agreements.

Your use of the Portal via the Internet may also be subject to the terms and conditions of a service agreement with your Internet Service Provider (“ISP”). You are solely responsible for complying with any requirements of your ISP.

Your use of the Portal is also subject to the Web Site Data Collection Practices and Terms of Use available here.

You agree and acknowledge that you have the sole responsibility and liability for your use of this Portal and for providing or obtaining, and for maintaining, all of the hardware, software, electrical power, telecommunications, Internet services, and other products or services necessary or desirable for you to access and use this Portal.

2.2. Changes to the Terms.

Goodall may modify these Terms from time to time. The most current version of these Terms will be available here. You understand and agree that your access to or use of the Portal is governed by the Terms effective at the time of your access or use of the Portal. If Goodall makes any material changes to these Terms, Goodall will notify you by posting a notice of such changes in the Portal. See the top of this page for the date that revisions were last made to these Terms. You should revisit these Terms on a regular basis, as revised versions will be binding on you. Any such modifications will be effective immediately upon Goodall’s posting of new Terms. You understand and agree that your continued access to or use of the Portal after the posting of the new Terms of Use indicates your acceptance of the modifications.

2.3. Modifications to the Portal.

To the extent permitted by law, Goodall reserves the right to withdraw or change the Portal, any part or feature of the Portal, and any service, product or material available via the Portal, temporarily or permanently, in Goodall’s sole discretion without notice to you. Goodall will not be liable if for any reason all or any part of the Portal or the data you maintain within it is unavailable at any time or for any period. From time to time, Goodall may restrict access to some or all of the Portal for maintenance or other reasons. Goodall does not guarantee that you will be notified of any potential inability to access the Portal in advance.

2.4. Termination

Goodall reserves the right to terminate your access to the Portal and to disable your account at any time in Goodall’s sole discretion for any reason, including if, in Goodall’s sole opinion, you have violated any provision of the Terms or upon the termination of your relationship with Goodall. You may cancel your account by contacting Goodall at goodallonline@goodallhomes.com or by calling 615-882-1908. Upon termination, the provisions of the Terms that, by their nature, survive termination or expiration, including without limitation all Terms regarding confidentiality, indemnification, liability, and the terms of Section 7.3 herein, shall survive.

3. License

3.1. Intellectual Property

Except as otherwise provided in the Terms, the Portal and its contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Goodall, Goodall’s licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

3.2. Scope of Rights

Goodall grants you a non-exclusive, non-sublicensable, nontransferable and revocable right to use the Portal free of charge in accordance with the Terms for conducting home-building business with Goodall as a bona fide client of Goodall only. This license does not allow you to use the Portal on a device that you do not own or control, or that you do not have the authorization to use. You may not rent, lease, lend, sell, or redistribute the Portal. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Portal, any updates to the Portal, or any parts thereof. You may not remove any proprietary notices, labels, or marks from the Portal or take any action that would cause the Portal or its associated information to be placed in the public domain. You may not attempt to circumvent any security or access controls associated with the Portal.

3.3. Expiration of Usage Rights

The license is granted on condition that you comply with the Terms. If you violate the Terms, as determined in Goodall’s sole discretion, the license grant regarding the Portal and its content automatically expires. Goodall reserves the right to revoke the license to use the Portal and its information at any time for any reason.

4. User Obligations

4.1. Acceptable Use

You agree that you will use the Portal and its content for conducting home-building related business with Goodall as a bona fide client of Goodall only and in compliance with the Terms and applicable law.

You agree that you will not use the Portal to harass or harm any person. You agree that you will not impersonate or attempt to impersonate any other person or entity while using the Portal. You agree that you will not engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Portal or that may, as determined by Goodall in its sole discretion, harm Goodall or other users. You agree that you will not attempt to disable, overburden, damage, impair, or interfere with Goodall’s information systems or websites. You agree that you will not attempt to gain unauthorized access to the Portal, Goodall’s servers, websites, or any server, computer, device, or database associated with the Portal.

4.2. Obligation to Inform about Disruptions and Security Issues

You agree to promptly inform Goodall about any disruptions in the Portal’s operations and of any unauthorized access to or use of the Portal by contacting Goodall at goodallonline@goodallhomes.com or by calling 615-882-1908.

4.3. User IDs and Passwords

Certain areas or features of this application may be restricted to users who have obtained a user identification and password by completing a registration process described on this Portal. Please be sure to protect and maintain the confidentiality of any user identification, password or other identifying information you may obtain in connection with your use of this application. You agree to notify Goodall immediately if you believe your user identification, password or other identifying information has been lost, stolen or otherwise compromised. You also acknowledge and agree that it is your obligation to secure your Portal account(s) and any username(s) or password(s) you may use to access the account, and you will remain fully and solely responsible and liable for your failure to do the same. You are solely responsible for all damages or claims that may arise from any access to or use of this application by any person to whom you have provided your user identification, password or other identifying information, or by any person who has obtained such information from you, including, but not limited to, any access to or use of this Portal that may occur after you have notified us that your user identification, password or other identifying information has been lost, stolen or otherwise compromised.

4.4. Lawful Use

You agree to use the Portal in compliance with all applicable law at all times, including without limitation all laws regarding privacy, security, marketing, advertising, and consumer protection.

4.5. Responsibility for Portal Use

You agree that you will be legally bound by the actions taken and the agreements made by any person who uses the Portal in association with your account.

4.6. Maintaining Accurate Information

You agree that you will provide and maintain accurate contact information in your account.

5. Monitoring of Portal and Enforcement of Terms
Goodall has the right to: i) remove or refuse to post any user content for any or no reason in its sole discretion; ii) refuse to create an account for any prospective user or remove an account for any current user for any or no reason in Goodall’s sole discretion; iii) take any action with respect to any user content that Goodall deems necessary or appropriate in its sole discretion; iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Portal; and v) except as otherwise provided in the Terms, terminate or suspend your access to all or part of the Portal for any or no reason, including without limitation, any violation of the Terms.

Without limiting the foregoing, Goodall reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Portal.

YOU WAIVE, AND HOLD GOODALL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND ANY SERVICES PROVIDERS RELATED TO THE PORTAL HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Goodall does not guarantee that it will review all user content before it is posted for compliance with applicable law, these Terms, or for any other reason. All user content is posted at your own risk. Goodall is under no obligation to enforce the Terms on your behalf against another user. Goodall encourages you to notify Goodall if you believe another user has violated the Terms. Goodall reserves the right to investigate and take appropriate action in Goodall’s sole discretion. Goodall assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. Goodall has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

6. Disclaimer of Warranties
YOUR USE OF THE PORTAL, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL IS AT YOUR OWN RISK. THE PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GOODALL NOR ANY PERSON ASSOCIATED WITH GOODALL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PORTAL. WITHOUT LIMITING THE FOREGOING, NEITHER GOODALL NOR ANYONE ASSOCIATED WITH GOODALL REPRESENTS OR WARRANTS THAT THE PORTAL, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PORTAL OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

GOODALL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO GOODALL IS AT YOUR OWN RISK. GOODALL DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY, INCLUDING THE LOSS OF ANY DATA YOU SUBMIT TO OR MAINTAIN IN THE PORTAL.

GOODALL WILL HAVE NO LIABILITY TO YOU FOR ANY CONTENT SUBMITTED TO THE PORTAL BY ANOTHER USER.

SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE PORTAL MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT GOODALL ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

7. Liability

7.1 Liability of Goodall

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAWS, IN NO EVENT WILL GOODALL OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, MEMBERS, MANAGERS, OFFICERS OR DIRECTORS BE LIABLE FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF PROFITS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS), UNDER ANY LEGAL THEORY (WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PORTAL, ANY ONLINE SERVICES LINKED TO IT, ANY CONTENT ON THE PORTAL OR SUCH OTHER ONLINE SERVICES OR OTHER SERVICES OR PRODUCTS OBTAINED THROUGH THE PORTAL OR SUCH OTHER ONLINE SERVICES, EVEN IF FORESEEABLE AND EVEN IF GOODALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GOODALL’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS OR ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE PORTAL SHALL NOT EXCEED TEN U.S. DOLLARS ($10.00).

7.2. Indemnity

You agree to defend, indemnify and hold harmless Goodall and its licensors, service providers, employees, agents, members, managers, officers, directors, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of the Terms or your use of the Portal, including, but not limited to, your User Content, any use of the Portal’s content, services and products other than as expressly authorized in the Terms or your use of any information obtained from the Portal.

7.3. Infringement Indemnity

You agree to defend, indemnify and hold harmless Goodall and its licensors, service providers, employees, agents, members, managers, officers, directors, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to an allegation that all or any part of your User Content or your use of the Portal infringes upon or misappropriates any patent, copyright, trademark, service mark, trade secret or other proprietary or intellectual property right of any third party.

8. Time Sensitive Instructions:
When communicating with us through this application, chat or via Email, do not use the Portal, chat or Email to communicate any time-sensitive instructions that are in any way related to or affect your home-building process. Such instructions may not be honored. All transactions conducted on this Portal, chat or via Email, must be confirmed in writing by us to be accepted by and binding upon us.

9. E-Signature: General communications through this Portal, chat or via Email are not intended by us to constitute either an electronic record or an electronic signature, or to constitute any agreement by the sender to conduct a transaction by electronic means, unless a specific statement to the contrary is included in the message and specific e-signature procedures are employed. However, your assent to a "click to accept" button or box is binding upon you.

10. Recording & Monitoring of Communications:
Your communications with us via the Portal, chat, Email, and telephone may be recorded or monitored and by using such communications methods you are consenting to the recording or monitoring of the same.

11. Additional Provisions

11.1. Invalidity of Individual Clauses

If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

11.2. Applicable Law

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws provisions.

11.3. Location

You understand and acknowledge that Goodall controls and operates this Portal from within the United States of America. This application provides information regarding services and products that are made available in the United States only. We make no representation that the services or products about which information may be provided on this Portal will be available (a) anywhere outside of the United States or (b) in every state within the United States. You acknowledge and agree that you are responsible for compliance with all federal, state and local laws applicable to your access to and use of this application.

11.4. Binding Arbitration Agreement

You and Goodall agree to submit to binding arbitration, pursuant to the Federal Arbitration Act (9 U.S.C. § 1, et seq.) (“FAA”), any and all claims and disputes arising from or relating to these Terms. This Binding Arbitration Agreement is governed by the FAA and federal substantive law, and, to the extent not otherwise preempted by the FAA, the law of Tennessee. The arbitration shall be administered by the American Arbitration Association under the Commercial Arbitration Rules and Mediation Procedures then in effect. The arbitration will be conducted by a single arbitrator at a place mutually agreed upon by the parties. If the parties cannot agree on a location to conduct the arbitration, then the arbitration will be conducted in Knoxville, Tennessee. The arbitrator shall issue a reasoned award. The arbitrator shall have the power to award any relief that a court could award on any claim made. The arbitrator will apply applicable substantive laws, pursuant to Section 11.2 above, including all due process protections. The award and judgment by the arbitrator shall be final, binding, and enforceable in any court having jurisdiction over you and Goodall. The arbitrator’s decision may be judicially reviewed on all grounds set forth in 9 U.S.C. § 10 and other applicable state law, pursuant to Section 11.2 above. Once final, an award may be enforced as a court judgment in accordance with federal or state law. The parties hereby waive their right to a trial by judge or jury on all claims arising out of these Terms. The parties agree that the transactions contemplated herein involve and effect interstate commerce. The parties have entered into these Terms knowingly, willingly and voluntarily.

11.4.1. You expressly waive the right to, and therefore do not agree to, participate as a member in a class action, a representative or general public action, a collective action, or a private attorney-general action (collectively, “class action”). There shall be no right or authority for any claim or dispute arising from or relating to these Terms to be arbitrated on a class action basis. You and Goodall agree that the limitation on proceedings (described in the two immediately preceding sentences of this Section) is a question of arbitrability to be decided by a court of competent jurisdiction and if the court of competent jurisdiction rules that the above limitation on proceedings is unenforceable or is interpreted to not prevent a class action, then such class action shall proceed in a court of law and not in arbitration. You and Goodall agree that if the arbitrator, despite the foregoing provisions in this Section, nevertheless renders a decision regarding the question of arbitrability relating to the above limitation of proceedings or orders any form of class action as described in this Section, then: (a) the arbitrator would exceed his powers, pursuant to § 10(a)(4) of the FAA, by taking such action; (b) either You or Goodall may seek immediate review of that decision by a court of competent jurisdiction; and (c) a court of competent jurisdiction shall apply a “de novo” standard of review of that decision if such standard of review is allowed by the law.

11.5. Waiver

No waiver by Goodall of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Goodall to assert a right or provision under the Terms shall not constitute a waiver of such right or provision.

11.6. Assignment

The Terms and any rights and licenses granted in the Terms may not be transferred or assigned by you. Goodall may assign any rights and licenses granted in the Terms without restriction.

12. Privacy
For information on how Goodall uses and protects the personal information that you may provide through this application, please visit: https://www.claytonhomes.com/privacy/

13. Contact Information
If you have questions, comments, concerns or feedback regarding the Terms or the Portal, please contact Goodall at goodallonline@goodallhomes.com or by calling 615-882-1908.