Terms and Conditions of Service
GroupApp Inc. Terms and Conditions of Service
Last Updated: December 1, 2022
Introduction & Scope.
The Site, the App and any provided products and services are proudly delivered by GroupApp Inc. (hereinafter GroupApp)
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS.
The GroupApp Services
GroupApp is a unique marketplace provider that offers a platform for community creators and experts to create a learning community in their areas of expertise with community members. Accordingly, community creatives and community members use the platform to collaborate, share and expand knowledge through engaging with the learning content. Such Community creatives and Community members are all users of the GroupApp services and may be collectively or individually referred to herein as “Users”. GroupApp offers services as follows:
- GroupApp provides a platform that powers the business of community creatives and facilitates interaction with community members seeking to access content uploaded by community creatives. Through GroupApp, creators post and promote experiences and benefits on different subjects and courses. All users can share knowledge with other community members through online courses and exclusive community content. GroupApp is designed to engage and retain customers through online courses, forum boards, and a community-based engagement platform.
- GroupApp provides a venue for community members to share and expand their experiences by engaging and collaborating knowledge together. Community members receive certain benefits from community creators in exchange for becoming a community member of said creator through a paid membership subscription.
GroupApp does not have control over the quality, suitability, reliability, timing, durability, legality, accuracy, or any other aspect whatsoever of any course or content provided by Community creators nor of the integrity, responsibility or any of the actions or omissions whatsoever of any User.
GroupApp makes no representations or warranties whatsoever with respect to Online courses or content offered or provided by Community creators or requested by community members through use of the Services, whether in public, private, or offline interactions, or about the accreditation, registration or licensing of any Community creator. You understand that GroupApp does not routinely screen its Users, inquire into the background of its Users or attempt to verify information provided by any User. GroupApp does not verify or confirm that any User is who they claim to be or is accurately representing themselves and does not verify or confirm any representations with respect to users on the Services. GroupApp does not assume any responsibility for the accuracy or reliability of this information, or any information provided through the Services. NEITHER GROUPAPP NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES AND YOU HEREBY RELEASE GROUPAPP AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. GROUPAPP AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.
You acknowledge that certain features or future services may demand that you enter into a distinct and supplemental written agreement prior to use, in which case we will provide you with them for your full review prior to any acceptance.
Accordingly, GroupApp agrees to furnish its online services (the “Services”) to: (i) the visitors that browse the Site; (ii) registered users (both community Members and Creators); and (iii) any other users that have opened an account, all subject to the following Terms.
If you do not agree with any of these Terms, you are prohibited from using or accessing this Site. Please, ensure that you read them thoroughly, because, by using GroupApp, you consent to these Terms.
- General Terms
- Agreement. This Agreement is a binding legal agreement between the users (“client”, “user”, “you” and “your”) and the applicable GroupApp, Inc. indicated below (“GroupApp”, “we”, “us”, “ourselves” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement. You and GroupApp are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to the same.
This Agreement applies to any use of the Services, whether in connection with a paid subscription, a free trial or browsing of the website.
- All terms hereof refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our assistance to the user in the most appropriate manner for the express purpose of meeting each of our customer’s needs in respect of the provision of GroupApp’s stated services, in accordance with and subject to prevailing applicable laws for our sale of goods and services.
- Applicability. These terms apply to all our visitors, registered users, and members of our community. There will be specific sections that will individually apply to users who register to be a creator of content/experiences and also for users who register to be consumers of such content/experiences.
- Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to https://www.group.app/terms-of-service/ (or such other URL as specified by GroupApp), as may be updated by GroupApp from time to time, and we agree the changes will not be retroactive. If we make any material changes to the Agreement, we’ll also notify you within the Software Service or by sending you an email. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services. It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement. The legend at the top of the Agreement indicates when it was last changed.
- Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to the service with which it applies.
- Access and Service Levels. GroupApp will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement.
- Changes to Services: GroupApp reserves the right to suspend any Services if we believe any malicious software is being used in connection with your account. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Services at any time. If we make any material changes to any GroupApp services, we will notify you by sending you an email. Notwithstanding the above, we have no obligation to update or enhance any Services or to produce or release new versions of any Services.
- Third-Party Offerings. Although the Services may allow you to access or use Third Party Offerings, they are not “Services” under this Agreement and are not subject to any of the warranties, service commitments or other obligations with respect to Services hereunder. The availability of any Third-Party Offerings through the Services does not imply GroupApp’s endorsement of or affiliation with the provider. GroupApp does not control Third-Party Offerings and will have no liability to you or Affiliates in connection with any Third-Party Offerings. GroupApp has no obligation to monitor or maintain Third Party Offerings and may disable or restrict access to any Third-Party Offerings at any time. By using or enabling any Third-Party Offering, you are expressly permitting GroupApp to disclose Your Data or other information to the extent necessary to utilize the Third Party Offering. YOUR USE OF THIRD-PARTY OFFERINGS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY OFFERINGS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY OFFERINGS).
- User Accounts: To use some of the features on the Site, You may be required to create an account and provide information about Yourself to Us. You must fill in the mandatory fields on the registration form and you must provide accurate and complete information. You are exclusively responsible for maintaining the confidentiality of Your account password. You are also exclusively responsible for all activities that occur in connection with Your account. You agree to notify Us immediately of any breach or unauthorized use of your account. We reserve the right to close Your account at any time for any or no reason. There are two types of accounts:
- “Creator Account” is an account for users who register for an account where they will be able to upload, post, sell and exploit their User Content (as such term is defined further below). Creators will be able to exploit their User Content, thereby providing Members with the opportunity to interact and receive benefits, experiences, products and services via paid membership subscriptions.
- “Member Account” is an account for users who register to be part of our community of consumers of User Content, benefits, experiences, products and services from specific Creators in exchange for certain benefits (e.g. member subscriptions, courses, events, livestreams and donations). By signing up for a paid member account, you agree to pay the specified subscription fees as indicated on the Site.
- Eligibility. GroupApp services are accessible for persons over the age of 18 years. Persons under 18 years of age/ Minors can access and use the service only with the consent and under the supervision of a parent or a legal guardian. IF YOU ARE 13 YEARS OR YOUNGER, PLEASE DO NOT USE THIS SITE OR ANY OF ITS SERVICES FOR ANY PURPOSE. YOU MUST BE AT LEAST 18 YEARS OF AGE TO CREATE OR USE AN ACCOUNT (as herein defined).
You must have the requisite power and authority to enter into this User Agreement in order to use this Site. If You are between the ages of 14 to 18 years old, You must have consent and be under the supervision of Your parents before creating or using a Personal Account. You may not access or use the Site if we have previously banned You from the Site. If You use the Site on behalf of a company, entity or organization, You represent that You are an authorized representative of such company, entity or organization with the authority to bind it to the this User Agreement (which authority You hereby exercise). To the extent that You do not meet the eligibility requirements as set forth herein, GroupApp may, at its sole discretion, elect to terminate Your account.
- Creator Accounts Community Creators register accounts solely for the purposes of representing themselves or their business on the site. In registering or updating a creator account, You must be doing it on your own behalf and if representing a business, You must be an authorized representative of the business in question, and You must provide complete and accurate information about Yourself and the business You represent. You may not provide an email address that is not Your own or create multiple Creator Accounts for the same business. Your Creator Account accepts these terms. It will hold harmless and indemnify Us from any claim, suit or action arising from or related to the use of the Site or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
The membership benefits for creator accounts may include, but will not be limited, to the access of the digital User Content made available to the Members, potential for income generation via multiple different channels inside of their community, membership subscriptions, sale of courses inside the community and other features like streaming events and donations. We will keep Creators updated on such potential opportunities, along with their terms and conditions.
Our platform will facilitate to set up payments made by your Members, and GroupApp may also assist you in issues relating to payment disputes, fraud and/or chargebacks. You hereby agree that all payments made by your Members through the Site will be in accordance to the Payment Processing Clause 4.2.
Overall, features available for Creators will include, but will not be limited to:
- Membership Community
- Create & Sell Online Courses
- Charge Membership Subscriptions
- Free & Paid Channels
- Advanced Analytics
- Email & In-app Notifications
- Private & Public Community
- Mobile App
- Admin Accounts
- Public Community Page
- PSP Payment processing
- 100% Ownership & Control
- Member Accounts. As a community member, You register an account for your personal, non-commercial use only. In creating a Member Account, We ask that You provide complete and accurate information about Yourself to bolster Your credibility as a member to the Site. You may not impersonate or provide an email address other than Your own or create multiple Member Accounts. In creating a Member Account, We ask that You provide complete and accurate information about Yourself to bolster Your credibility as a member to the Site. You may not impersonate or provide an email address other than Your own, or create multiple Member Accounts.
Please also review our policy for in-app purchases below. Creators may change their subscription fees at any time or start charging subscription fees for access to User Content that was previously free. As applicable, Creators may give you advance notice of the subscription fee changes. If you don’t agree with the subscription fee changes, you must cancel your subscription, or you will be charged in accordance with the new subscription fees.
While you may cancel your recurring subscriptions at any time, refunds are issued in the Creator’s sole discretion, unless otherwise required by applicable law.
- Account Suspension & Termination. GroupApp encourages you to report violations of our guidelines and Terms. We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account upon any factual or alleged breach of these Terms. You must notify us immediately of any change in your eligibility to use our platform, or if you suspect a breach of security or unauthorized use of your account.
Users undertaking conducts that may constitute a factual –or even alleged– breach of these Terms, including but not limiting, using automated mechanisms to make fraudulent communications, may become subject to immediate account suspension/termination, at our sole and final discretion, without notice and without responsibility.
You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Site or our Services.
You may terminate your account at any time by going to the “delete account” button located inside the “Edit Profile” section which can be accessed through the menu inside of your profile page. We may terminate or suspend your GroupApp account if you go contrary to any GroupApp policies or for any other reason(s), which we will notify you about. We also reserve the right to terminate your account without cause.
- Billing and Payment
- Billing and Subscription Terms. The nature of our Services entail that Members will be able to subscribe to the offerings of the Creators by means of paying a recurring subscription, and in such case we will indicate the payment options (e.g. one-time, monthly, quarterly or yearly), or any other payment model introduced in future, where your Member account will automatically renew until before the end of the then current subscription period. Your Member account will be charged for renewal prior to the end of the current period (e.g. on a 30 day period, billing will be done on the 31st day). All information and personal data provided during a paid or free trial subscription will be treated as per the terms of our Policy and/or the privacy policies of our third-party service providers.
You can change or cancel your current Member subscription during the active period, and you will be able to use the paid functionalities of the Services until the subscription period ends. Members can elect to upgrade, downgrade or cancel your Member subscription at any time, by accessing your account and following the necessary steps or by contacting us.
Creators will be able to configure their subscription options on their account settings.
- Payments and Payment Processing. GroupApp offers the ability to process payments through third-party payment processing partners as Third-Party Offerings and any procurement by you or your Affiliates will be subject to a separate merchant agreement which will be solely between you (or your Affiliate) and the third-party processor. If you use Payment Processing Services (PSP) you agree that you and your Affiliates will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using such Payment Processing Services.
Net payments made by your Members will be deposited directly into your connected PSP bank account, less the deduction of the following fees: (i) payment processing fees which are applied by Stripe or other financial institutions; and (ii) our Service fee which will vary depending on your selected membership plan and subscriptions, and which amount and calculation will be indicated by us from time to time. Net payments from Your end customers are processed, managed, operated and delivered by third-party payment processors, not GroupApp. Accordingly, GroupApp shall not be held responsible for any and all errors, fees and currency conversion fees by our payment processors, and you should review its terms and policies from time to time, which will govern the provision of services to you.
Company reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payments from the Community Members for any Services, or (ii) refund, provide credits or arrange for the PSP to do so.
You also agree that GroupApp may, in future, enter into arrangements with other PSPs, including those offered by Apple, Google, Twitch, Paypal, Paddle and others. Sensitive financial details are stored only by our payment providers.
GroupApp works with any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) with a Visa, MasterCard, or Discover logo. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer.
Notwithstanding anything to the contrary herein, we may hold or block certain payments in the event that these Terms have been violated, for legal or tax compliance or as otherwise required by the PSP or any competent authority.
- Taxes. GroupApp does not manage, account for, or make any tax withholdings in connection with applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees, or charges, whether now in force or enacted in the future.
- Each Creator is responsible for the compliance and fulfillment of its tax obligations, no exceptions. We may collect tax identification information and report such information to the relevant tax authorities upon the case where we are legally required to do so. If we are obligated to withhold, pay or collect any taxes that you have paid or will pay based on your use of the Site as a Creator, you agree that you are ultimately responsible for such taxes and that we may collect the payment amount for such taxes from your revenue.
- Disputes & Charge-backs. All users must provide us with valid and current billing information. Except as expressly set forth herein, all payment charges are final and non-cancelable. If we detect any chargeback or if any payment is not received by us or our payment processors for any reason, you will promptly pay us any and all amounts due to us upon notice. Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.
- A chargeback is typically caused when a customer disputes a charge that appears on their bank or payment processing statement. A charge-back may result in the reversal of a transaction, with the amount charged back to you. You can be assessed charge-backs for: (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with payment processor network rules or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.
- When a chargeback is issued, you are immediately liable to GroupApp for the full amount of payment of the chargeback, plus any associated fees, fines, expenses or penalties (including those assessed by our payment processor or other financial institutions handling the transaction). Accordingly, you hereby represent and warrant that you expressly appoint GroupApp as your agent, with full power to recover these amounts by debiting your account or setting off any amounts owed to you by us.
- If we are unable to recover funds related to a charge-back for which you are liable, you will pay us the full amount of the chargeback immediately upon demand; thus you agree to pay all costs and expenses, including, without limitation, costs assessed by our payment processor, legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid charge-backs unpaid by you.
- Mediation. Any and all final disputes among our users who made any type of community purchases shall be solved by the Creators and Members. Notwithstanding the foregoing, GroupApp may offer mediation services for situations that include, but will not be limited to: (i) Members who are not satisfied with the product purchased, therefore alleging that the characteristics, nature and/or quality of a product is not what such customer may reasonably expect from the Creator; and/or (ii) Creator who ascertain that they effectively sold a product or service with specific characteristics, nature, and qualities. The mediation services must be solicited within the ten (10) days cool off period, counted from the date where the purchase was received by the Member. Hereinafter, each mediation instance shall be called a “Dispute.”
- GroupApp will not take part in a Dispute other than as a mediator, and will make use of the means available via the Services in order to achieve an amicable resolution among the users. If the parties to the Dispute cannot reach resolution between themselves (having used all reasonable attempts to do so), the Dispute may be escalated to GroupApp by either party, and we will undertake our reasonable commercial efforts to offer a non-binding recommendation for the settlement of the Dispute.
- Updates & Amendments.
GroupApp reserves the right to modify, amend, suspend, terminate, upgrade, update, or otherwise modify these Terms, at any time and without notice. Any changes will be displayed in the Site, and we may notify you by email. Please refer to the last effective date where changes were last undertaken by us. Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.
- Parental Notice.
GroupApp encourages parents, legal guardians and responsible adults to be actively involved in the safe use of the Internet by children and minors. GroupApp does not knowingly provide its Services to persons under the age of eighteen (18). If you are under such age, you may only access GroupApp and our Services under the direct supervision of your parent or legal guardian.
We reserve the right to request any and all applicable proof of identification and consent proof from our users, at any moment, without prior notice, and at our sole and final discretion. Upon the failure to provide such proof of age, we reserve the right to immediately freeze, block or cancel the account, with no liability.
Users are prohibited from providing GroupApp with personally identifiable information of persons under the age of thirteen (13). GroupApp does not knowingly collect any kind of information from any person under the age of thirteen (13), and will delete any related information thereto. For more information, please read our Policy.
- User Privacy.
By disclosing any data and personally identifying information to us, you agree to our Policy, including the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients. We will ask for your express consent, including for inclusion into our newsletters, updates, and follow ups. Using GroupApp means that you accept our Policy, regardless of whether you are a registered user or not.
- User Generated Content Policy.
The User Content (as such term is defined here below) may be modified by using the “Edit” button located under your User Content. You may also request that your User Content is removed from public display by sending an email to [email protected] or using the “Contact Us” tab. However, we may not be able to control the removal of the answer from display on syndicated channels or other previously distributed methods not approved by us. GroupApp is free to remove suspected spam from your User Content.
After you post a User Content piece, it may be edited or deleted from the Site by GroupApp at any time. Any edits and changes made by you may be visible to other users. Again, the right for GroupApp to copy, display, transmit, publish, perform, distribute, store, modify, and use any User Content piece you post, and sub-license those rights to others, is irrevocable, to the maximum extent permitted by the applicable law, except as otherwise specified in these Terms.
You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Terms. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by GroupApp. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our Terms or other intellectual property rights.
Although we will make commercial efforts to preserve your User Content, we are not obligated to backup any User Content, and your User Content may be deleted at any moment, without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others or violation of laws and regulations in connection with your User Content. You are responsible for ensuring that such User Content does not infringe on GroupApp rules, guidelines or regulations, as well as these Terms and any applicable law or regulation. You agree to pay all royalties, fees, and any other monies owed to any person by reason of your User Content.
You acknowledge and agree that GroupApp has the right to disclose such User Content and related information if required to do so by law or in the good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal procedures, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any of your User Content goes contrary to the rights of third parties; (d) detect, prevent, or otherwise address fraud, security or technical issues; or (e) protect the rights, property, or personal safety of GroupApp, its users, or the public.
- Content Licenses.
- Limited License by GroupApp. GroupApp grants you a limited, non-exclusive, revocable, royalty free and non-transferable license to utilize and access GroupApp and the Services. You are prohibited from duplicating, re-engineering, reverse engineering, modifying or otherwise using GroupApp, in whole or in part. GroupApp does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information; and you shall have no right, either directly or indirectly, to own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve or create any new or derivative works from, or display, distribute, perform or in any way exploit any downloaded Services and computer applications, in whole or in part.
You are permitted to use GroupApp’s buttons, links, and widgets, subject to these Terms, and provided that: (a) your use of such buttons, links and widgets link only to GroupApp; (b) you will not alter such buttons, links, or widgets or associated code in any way; (c) you will not use any such buttons, links, or widgets in any way which, expressly or impliedly, suggests that GroupApp approves, promotes, sponsors, or recommends the website on which such buttons, links and widgets are used; and (d) the use of such buttons, links and widgets, and the website on which such buttons, links and widgets are used do not infringe on GroupApp.
Please be reminded that we have the discretion to terminate our license to you at any time for any reason. We have the right, but not the duty, to refuse to share any content on GroupApp or to remove or delete said content. Apart from the rights and license granted in these Terms, we reserve all other rights and grant no license, implied or otherwise.
- User Generated Content License
GroupApp allows Creators to add posts, texts, photos, videos, links, including questions and answers, posts, articles, videos, photos, quizzes and other files and information about your products, services, benefits and experiences provided. Henceforth, for every material and content piece that you upload, publish or display to others via GroupApp (referred to collectively as ‘User Content’) you acknowledge and agree that, having agreed to be bound by these Terms, your User Content may be viewed or accessed by the general public.
To facilitate the offering of GroupApp services and product, as a Creator you hereby grant GroupApp a limited, revocable, non-exclusive, sub-licensable, royalty-free license for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any content you may upload, disseminate, deliver including original audio file, files uploaded, or otherwise any content delivered via GroupApp or the Services. You represent and warrant to GroupApp that you have all rights, authorizations or otherwise hold sufficient title for any and all content submitted to GroupApp as set forth herein.
The aforesaid license includes the right of GroupApp for a global, revocable, personal, non-transferable, non-exclusive and royalty-free license to re-post or share such User Content anywhere on the web, subject to these Terms, and provided that: (a) the said content was added to GroupApp by the Creator; (b) the Creator who created the content, did not legibly mark the content as not for reproduction on GroupApp; (c) we do not alter the content in any material way; (d) we acknowledge the Creator in legible text and with a human and machine-followable link (an HTML <a> anchor tag) linking back to the page displaying the original source of the User Content on every webpage that contains said content and materials; (e) following a request by a user who is also the Creator of the content, we take a reasonable steps to update a particular piece of User Content to the latest version on GroupApp; and (f) following a request by a user who is also the Creator the content, we take reasonable steps to delete or remove the User Content that has been deleted or marked as not for reproduction by the Creator; (g) GroupApp doesn’t repost more than a minute part of such User Content; (i) GroupApp does not use any automated tools to combine or generate derivative works of said User Content. In exercising these rights, GroupApp may not impliedly or expressly state any connection with, sponsorship, or endorsement by GroupApp, or any User Content without a prior express written permission from the Creator.
The license granted to GroupApp under this clause enables GroupApp to market the creator’s content by increasing site visibility and also facilitates user interface improvements and modifications to enhance the member experience. Accordingly, through this license, creators grant GroupApp power to manipulate uploads without altering core content and effect modifications to enhance appearance and appeal to members on the website when necessary.
- Feedback License.
All users hereby grant GroupApp an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any suggestions, feedback, recommendations, comments and know-how that you provide to GroupApp regarding the Site and Services.
- Intellectual Proprietary Rights.
The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on the Site and the Services are the property of or otherwise, are licensed to GroupApp and its licensors and affiliates, whether acknowledged (or not), and which are protected under intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world.
Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers. No section hereof shall be construed as intent to grant to you any right transfer or interest in the Site or our Services, in whole or in part.
For ease of understanding, ‘intellectual property rights’ shall mean any and all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of the United States and other applicable jurisdictions.
You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Site and/or the Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.
If you think content on GroupApp infringes these Terms or otherwise infringes any applicable law (apart from copyright infringements) or other GroupApp policies, you may use the report button located under each question or answer, or you can use the “Contact Us” page, or email us at [email protected]
We are under no obligation to remove or delete content that you subjectively find objectionable or offensive. We promise to respond promptly to requests for content removal, consistent with our policies and applicable law.
For the avoidance of doubt, Community Creators retain all intellectual property rights in content or courses uploaded to the site and GroupApp only holds a limited license as described in Clause 9. This license terminates if Creator requests the deletion of their course or content from the website, but places no obligation on GroupApp to delete any links to the course or content previously shared on third-party sites.
- Third-party Websites and Content.
From time to time, our Site and Services may contain hyperlinks to other websites. These links are for your personal convenience and to provide you with further information which may be of interest to you. The provision of such links does not imply any endorsement of such third-party websites (or their products and services). Please review the applicable terms and policies of such websites, including their privacy and data collection practices.
We may place ads and promotions from third-party sources on the Site. Accordingly, your participation or undertakings in promotions of third-parties other than GroupApp, and any terms, conditions, warranties or representations associated with such undertakings, are solely between you and such third-party. GroupApp is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.
- Digital Millennium Copyright Act (‘DMCA’) Notice.
In compliance with the DMCA, we inform you that GroupApp Inc. is the Designated Copyright Agent for DMCA Takedown Notices and intellectual property rights infringement policing. For more information, including detailed information about how to submit a request for takedown if you believe content on GroupApp infringes your intellectual property rights, please contact us. You can review the current DMCA text at the U.S. Copyright Office website.
GroupApp takes copyright infringement matters seriously and is ready to remove any allegedly or factually infringing content displayed on the Site upon due notice and request by the title holder.
The following procedure will apply for any content displayed through the Site that allegedly infringes the intellectual property rights of you or of any third party. You must notify us of your claim with the email subject: “Takedown Request”. Once received, GroupApp will study and consider your claim and, if it believes or has reason to believe any content on the Site infringes on another’s copyright, GroupApp may delete it, disable or otherwise stop displaying it.
Your notification claim must be in writing and must at least contain the following information: (i) your signature and identification, or the ones of the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g., address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.
Our affiliates, advertisers, partners and third party syndicated content providers may be adversely affected due to a DMCA Takedown Notice. Accordingly, upon receipt of any such notice, we will try to contact the content owner or webmaster of the affected site to uphold their right to a Counter Claim Notice, under Sections 512(g)(2), and (3) of the DMCA.
To file a Counterclaim Notice, please contact our Designated Agent indicated above, in writing, and with a Counter Claim Notice containing the following information, at a minimum: (i) express identification of the content that we may have or have removed from our Site and section or domain it was displayed; (ii) contact information, such as your address and your email address; (iii) a signature and identification of the title holder and/or the person authorized to act; and (iv) a statement indicating that you swear, under penalty of perjury, that you have a good faith belief that the information provided in the Counterclaim Notice is true and accurate.
- Community Guidelines and User Code of Conduct.
As our user, you agree not to undertake, motivate, or facilitate the use or access of the Site or the Services in order to:
- Infringe these Terms or allow, encourage, or facilitate others to do so.
- Plagiarize and/or infringe on the intellectual property rights or privacy rights of any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
- Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
- Republish, sell, rent, or sub-license content or materials from the Site without our authorization.
- Disseminate any content that attacks or disparages an individual or group based on race, gender, religion, nationality, ethnicity, political group, sexual orientation or another similar characteristic. Any generalizations about these topics should be phrased as neutrally as possible.
- Undertake any kind of abusive behavior directed towards private individuals is not allowed, including make threats against others or advocate violence, including self-harm. Repeated and unwanted contact constitutes a form of harassment.
- Distribute, post, or otherwise make available any content that: (i) infringes on or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enables any act that could promote or cause discrimination, racism, harm, libel, hatred, or violence against any individual or group; (iii) endangers children and underage persons; (iv) is or allows illegal or fraudulent activities to take place; (v) is or may constitute a criminal or capital offense or otherwise infringes on any applicable law; and/or (vi) is or can be considered to be obscene, sexually explicit material, pornographic, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic, or analogous material.
- Use any automated tool, such as artificial intelligence or machine learning pursuant to create derivative works of our content and materials.
- Create any service in rivalry with GroupApp or for other commercial reasons, except as expressly permitted by these Terms or the written consent of GroupApp.
- Bypass or attempt to bypass any security or access control technology implemented on our platform.
- Use any automated or manual process to obtain, copy, process, access and/or use our Site or Services or any part therefrom to capture unauthorized data or content, for any purpose.
- Enable, undertake, program or execute any type of system, computer program or technique in order to data-mine, retrieve, scrape, index or otherwise extract unauthorized information from GroupApp or any portion or data feeds therefrom. For purposes of clarification, such actions will include the use of persons, site search/retrieval applications, software ‘robots’ and ‘spiders’ and any analogous data gathering and extraction tools, regardless of the type and amount of information intended for extraction.
- Use of our Services to disseminate any type of computer viruses, worms, defects, trojan horses or other items of a destructive nature.
- Undertake any action that will or may cause an unreasonable load on GroupApp’s and/or its partners’ and affiliates’ technology or infrastructure, or otherwise make excessive traffic demands from GroupApp.
- Intercept or monitor activity via our Site or Services, without our express authorization.
- Otherwise reverse engineer, decompile or extract the proprietary code of the Site and our Services.
- Content Moderation.
Our Services may incorporate interactive discussion forums, public forum groups, bulletin boards, review services or other types of public forums in which you or other users may post user generated content (e.g. reviews, messages, videos, selfies, posts and other content).
The Internet is not an anonymous means of communications, thus we cannot guarantee the confidentiality of any content that you provide to us via the Services. Each piece of content that you post is intended for public review, and except for content expressly marked as private, most user generated content that you share with us will result in such content being made publicly available for users in our Site and other third-party websites, including search engines and social media sites. Please remember that not all content can be marked as private.
Particularly for public forum messaging groups, there will be a list of attendees displayed. This is important so that our users may know if other people are registered for the events which are between members. There may be the case where few or no other members elected to enter the group, thus our users are always free to enter and leave any forum, group, or board.
Since we may use third-party platforms open to the public, there may be no content moderation by GroupApp or other users in GroupApp groups. GroupApp expects that its users will behave with courtesy and common sense, but notwithstanding, if something offensive, uncomfortable or otherwise objectionable happens, any member can leave the chat or video call immediately and report the problem to GroupApp.
GroupApp has the right, but not the obligation, to monitor any user activity and any User Content (e.g. names, photos, posts, feedback, images, comments, questions and other content) within our platforms in order to determine compliance thereof, and to edit, refuse to post or remove any material or content submitted to or posted on our Services that we find to be in violation of our Terms, Policy or that is otherwise objectionable.
You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the GroupApp and our Services.
We reserve the right (but not the obligation) to monitor disputes between you and other of our users, but not with suppliers.
- No Spam Policy.
We reserve the right to screen any user-generated content to locate and delete any spam or deceiving coupon, code, offer or link to any product or service. We will not tolerate, and we will not allow others to undertake through our Services or Site, any and all massive delivery of unsolicited bulk communications to our users or to any third party.
Any commercial electronic communication that you receive from us, our partners, licensors, suppliers and affiliates will require your prior consent to such communication. Our commercial communications will include measures in order for you to stop receiving them, usually through an unsubscribe link. Please see our Policy for more information.
- App Store Terms.
These Terms may not provide for usage rules for the App that are less restrictive than the usage rules set forth for licensed applications that otherwise are in conflict with, Google’s or Apple’s app stores terms of service or that otherwise are in conflict with their respective of use, the more restrictive term shall govern.
GroupApp, and not any such third-party app store provider, shall be solely responsible for the App and any and all content thereof. GroupApp is solely responsible for the App, the Services, any content therein and the User Content thereof.
As our end user, you hereby represent and warrant that you will comply with any and all applicable third party terms of agreement when using the App (e.g. wireless data carrier terms, Wi-Fi’s hotspot terms).
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple or Google, and they may refund you the purchase price for the App only (if any); and, to the maximum extent permitted by applicable law, neither Apple nor Google will have other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be GroupApp’s responsibility.
GroupApp is solely responsible for providing any maintenance and support services with respect to the App, and neither Apple nor Google have any obligation to furnish any maintenance and support services thereof.
GroupApp, and not Apple or Google, is the one responsible for addressing any claims of the end user or any third party relating to the App or the end user’s possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the GroupApp platform.
These Terms may not limit GroupApp’s liability to the end user beyond what is permitted by applicable law. In the event of any third party claim that the App or the end user’s possession and use of that App infringes that any third party’s intellectual property rights, GroupApp and/or the end user, and not Apple or Google, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You hereby acknowledge and agree that Apple and Google (and their affiliates), are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as third party beneficiaries thereof.
If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement, located at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ or the App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html, the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply and prevail to the extent of such inconsistency or conflict.
If any of the terms and conditions in these Terms are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement located at https://play.google.com/about/developer-distribution-agreement.html, the terms and conditions of Google EULA Terms will apply and prevail to the extent of such inconsistency or conflict.
- In-App Purchase Terms.
If in the future we may allow any user to make a purchase through the App, where you will be prompted to enter details for your account with your selected app store account, which will be charged for the in-app purchase in accordance with the terms disclosed to you at the time of purchase as well as the general terms for in app purchases that apply to your app store account. Some App Stores may charge you sales tax, depending on where you live.
If you purchase an auto-recurring periodic subscription through an in-app purchase, your app store account will be billed continuously for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your app store account and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted our mobile application from your device.
Please take note that deleting your account on the Site or deleting our App from your device may not cancel your ongoing subscription; and in such case, we will retain all funds charged to your app store account until you cancel your subscription.
- User Support.
You can always contact our team with questions about our Services at [email protected], and we will strive to answer them and work together in order to resolve any such inquiries. You must provide us with full details of your service query, so we can clearly assess your concerns.
If you have any questions or complaints regarding the Site or our Services, please contact us by email as indicated on our contact web page. We will undertake commercially reasonable efforts in order to answer as quickly as possible.
- Advertising, Opt-out.
We may support the Site and our Services through advertising and other commercial opportunities. These advertisements may be tailored to the content of the Site, and the nature and extent of such advertising by us is subject to change without prior notice. Please refer to our Policy for information regarding certain advertisement opt-out.
The Site may allow you to create and/or subscribe to a newsletter service, which may be provided by us or through an authorized third party. As a user, you will receive a conspicuous communication indicating subscription therefore and you will be able to select the amount and type of emails received by you. If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications and also in your account preferences.
- Content Liability.
- Liability. We shall not be held responsible for any content that appears on any of the vendor stores on GroupApp. You agree to protect and defend us against all claims that are arising from content on our Site. No link(s) should appear on any website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of any third party rights.
- Removal of links from the Site. If you find any link on our Site that is offensive for any reason, you are free to contact and inform us at any time. We will consider requests to remove links, but we are not obligated to do so or to respond to you directly.
- You acknowledge and agree that GroupApp shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Site. Each visitor or user is solely responsible for the contents of his or her communications and may be held legally liable or accountable for the content of his or her comments or other material or information.
- Limited Guarantee.
GroupApp shall make all commercially reasonable efforts to ensure that any interface or integration from a third party provider or system as part of the Services operates correctly. Notwithstanding, you acknowledge that the successful operation of any interface or integration is dependent upon the technical set up of said third party systems, such as Amazon Web Services and other infrastructure and cloud computing providers.
Accordingly, you agree that: (i) GroupApp cannot be held liable for any failures in the operation of the interface or integration resulting from acts or omissions by you or the third party; (ii) GroupApp shall have no liability or obligation whatsoever to you in relation to the content on or use of, or correspondence with any third party website or service made available via the Services.
If an issue arises with regard to the effective operation of an interface or integration to a third party provider or system, GroupApp will use its commercially reasonable efforts to resolve the issue.
- No Endorsement.
The images, texts, posts, information, photographs and other content and media displayed on or through the Site are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete control. Some or all of the images shown in the Site are licensed and/or purchased stock photos and are only shown for illustration purposes. Some or all of the content displayed in the Site is delivered by external third parties, and does not reflect GroupApp opinions, nor does GroupApp, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof.
GroupApp does its utmost best to ensure that all content, including questions, answers, posts, and tutorials, on GroupApp are correct to the extent as it is, but does not guarantee error-free contents, including those provided by community creators.
Neither party shall disclose any Confidential Information to any third party except to its employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by the provisions of a confidentiality agreement at least as stringent as the ones herein. Each party shall further protect the Confidential Information to the same extent as it protects its own information of a similar type.
For the purposes herein stated, “Confidential Information” shall be defined as the digital, verbal and/or written disclosures, documents or communications, stored in either written, graphic, digital, optical electromagnetic form or in software as a service systems, commonly known as “the cloud”, e-mails, optical disks, memory cards or removable drives or any other means that can retain information.
Confidential Information shall not include, information that: (i) is in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the recipient party and without breach of these Terms, (iii) is already in the lawful possession of a party without restriction prior to disclosure; (iv) becomes rightfully known to a party without restriction from a source other than the disclosing party; or that (v) is required to be disclosed by virtue of an order of a competent court or a legal requirement; shall not be deemed Confidential Information.
- User Representations and Warranties.
You hereby represent, warrant and covenant that: (i) your use of our Site and Services, and all your uploaded and personal data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; (ii) you have obtained all necessary rights, releases and permissions to provide any data to GroupApp and its affiliates, licensors and agents; and to grant the rights granted to GroupApp in these Terms, including without limitation any intellectual property rights or rights of publicity, privacy and any use, collection and disclosure authorized.
- Term, Termination.
The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of our Services; or (iii) GroupApp begins providing its Services to you.
The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing or deletion; (ii) access termination or revocation for our Services; (iii) GroupApp termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by GroupApp to you from time to time; or (v) GroupApp decision to make the Site or the Services no longer available for use, at its sole and final discretion.
- Termination for Cause by GroupApp.
These Terms, along with any and all licenses granted hereof may or will automatically terminate if you breach any of the terms and conditions contained herein. Upon termination for breach, your rights to use our Site, our Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature. In this case, please contact our support department in order to initiate the process of receiving a backup copy of your user data, if any, subject to the terms and conditions of our providers, such as Amazon Web Services.
- DISCLAIMER OF WARRANTY.
THE SERVICES AND ALL SITE AND MOBILE APPLICATION CONTENT IS MADE AVAILABLE TO YOU ON AN “AS IS” BASIS. GROUPAPP MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE SITE, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY AND IP RIGHTS OF ANY OF THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF COURSES, CONTENT AND INFORMATION LISTED ON THE SITE AND/OR (3) THE PRODUCTS, SPACES AND SERVICES ASSOCIATED WITH THE SITE OR SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE PRODUCTS, SPACES AND SERVICES SOLD BY CREATORS ON THE SITE. GROUPAPP FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM GROUPAPP OR THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR CONDITION NOT EXPRESSLY STATED HEREIN. GROUPAPP DISCLAIMS ALL LIABILITY FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS OR PROFESSIONAL INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION, OR (E) LOSS OF INFORMATION OR DATA. GROUPAPP FURTHER DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE SITE AND SITE CONTENT. YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO, ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER(S) OR NETWORKS FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE SITE. GROUPAPP ALSO DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE MEMBERS, CREATORS, BUSINESSES, ADVERTISERS OR USERS ON THE SITE. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH USERS, BUSINESSES, ADVERTISERS AND USERS ARE SOLELY BETWEEN YOU AND THEM, THOUGH GROUPAPP RESERVES THE RIGHT TO MONITOR DISPUTES BETWEEN YOU AND THEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
GROUPAPP’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS, DAMAGES, INJURIES OR CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO GROUPAPP IN CONNECTION WITH THE SITE IN THE 3 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $1.00.
GROUPAPP EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT GROUPAPP COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS OUTSIDE THE UNITED STATES. IF YOU MAKE USE OF GROUPAPP OUTSIDE OF THE UNITED STATES, YOU EXPRESSLY FULLY COMPREHEND AND CONSENT THAT IT IS YOUR RESPONSIBILITY TO DETERMINE COMPLIANCE WITH VARIANT LAWS, REGULATIONS, OR CUSTOMS THAT MAY APPLY IN CONNECTION WITH YOUR USE OF GROUPAPP.
- No Damages.
In no event shall GroupApp, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of GroupApp or the Services including, but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources, business glitch, defamation, or loss of data (notwithstanding that we might have been advised of the possibility of such damages or such damages are foreseeable); whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not GroupApp, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages; emanating from or connected, in any way, with your use of, or inability to use GroupApp. Your singular redress for dissatisfaction with GroupApp is your prompt withdrawal from using GroupApp.
- Limitation of Liability.
If a user suffers loss or damage as a result of GroupApp’s negligence or failure to comply with these Terms, any claim by such user against us will be limited in respect of any one incident, or series of connected incidents, to the amount paid to GroupApp in connection with its Services within the three (3) months before the action giving rise to the liability.
These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction. Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
You agree and acknowledge to indemnify, hold harmless, and defend GroupApp, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “GroupApp’s Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such GroupApp’s Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by GroupApp); (ii) your use of GroupApp; (ii) your User Content; (iii) your conduct or interactions with other users of GroupApp; (iv) your violation of any part of these Terms; and/or (v) any third party claim arising out of or in relation to GroupApp or our Services or use thereof in combination with another platform, including without limitation, any claim GroupApp or the Services violate, infringe, or misappropriate any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person.
We will immediately notify you of any such claim and will provide you (at your own expense) with assistance in defending the claim. Unless our prior written consent is first obtained, you will not settle any claim the defense of which we need to participate in. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that circumstance, you will be under no obligation to defend us in that matter.
- Assignment. These Terms will inure to the benefit of any successors of the parties. We may assign any rights or obligations hereunder to any current or future affiliated company and to any successor in interest. Any rights not expressly granted herein are thereby reserved. We reserve the right, at any time, to transfer some or all of GroupApp’s assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
- Force Majeure. GroupApp is not liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond GroupApp’s reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure, from acts of nature, forces or causes beyond our control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, government mandated lockdowns, pandemics, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
- Interpretation. In understanding or interpreting the terms of these Terms: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting these Terms.
- Entire Agreement. These Terms constitute the complete and exclusive statement of the agreement between the Parties with respect to the subject matter of these Terms, and these Terms supersede any and all prior oral or written communications, proposals, representations, and agreements. The Terms may be amended only by mutual agreement expressed in writing and signed by both parties, and any attempted amendment in violation of this section shall be void.
- Equitable remedies: You hereby acknowledge and agree that if these Terms are not specifically enforced, GroupApp will be irreparably damaged, and therefore you agree that GroupApp shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.
- Language. These Terms may be translated into other languages, but English shall be and remain the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.
- No Embargo. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S.A., European Union or other government’s embargo, or that has been designated as a “terrorist supporting” country; and (ii) you are not listed on any government list of prohibited or restricted parties or activities.
- Notices. All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand inked signatures.
You agree to receive correspondence from us by email in accordance with these Terms and applicable law. You consent and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
- No Waiver. Failure by GroupApp to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.
- No Relationship. You and GroupApp are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by these Terms.
- Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms will remain in full force and effect.
- Dispute Resolution.
- Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by GroupApp that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of these Terms. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This arbitration applies to you and GroupApp, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (a “Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to GroupApp should be sent to our address as indicated in our contact section. After the Notice is received, you and GroupApp may attempt to resolve the claim or dispute informally. If you and GroupApp do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. The amount of the award shall also be limited by the Limitation of Liability section of these Terms, to the extent applicable.
- Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (AAA) Rules, an established alternative dispute resolution provider (the “ADR Provider”) that offers arbitration as set forth in this section. The AAA Consumer Arbitration Rules (the “ADR Provider Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The ADR Provider Rules shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms.
- The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (USD $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (USD $10,000.00) or more, the right to a hearing will be determined by the ADR Provider Rules.
- Any hearing will be held in the state of Delaware, unless the parties agree otherwise. If you reside outside of the State of Delaware, the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings, as detailed below. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
- Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, reputable video conference based tools and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Time Limits. If you or GroupApp elect to 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 ADR Provider Rules for the pertinent claim.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and GroupApp, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.
- The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADR Provider Rules, and these Terms. The award of the arbitrator is final and binding upon you and GroupApp. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and these Terms.
- The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.
- If the arbitrator grants you an award that is greater than the last settlement offer that GroupApp has made to you prior to the initiation of arbitration, GroupApp will pay you the greater of the award or USD$2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
- Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.
- Waiver of Class Actions, Non-Individualized Relief. You acknowledge and accept that claims brought against GroupApp shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding. Unless otherwise agreed by you and GroupApp, you may not adjoin or consolidate any claim with more than one person’s; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.
- Jury Trial. The parties hereby knowingly and voluntarily and irrevocably waive their right to a trial by jury.
- Governing Law
- You agree to submit to the applicable laws in the State of Arizona, United States of America, which will govern these Terms and any claim, without regard to conflict of law provisions.
- Forum. For the application of this arbitration agreement, and of other matters appertaining these Terms, the parties hereto agree to submit to the personal jurisdiction of the courts located in the State of Delaware, United States of America.
If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.
If you have any questions or queries about us, the Site, our Services or these Terms, please contact us via [email protected] Note that communications made to [email protected] or the “Contact Us” page does not constitute legal notice to the GroupApp entity.
Mailing address: 340 S LEMON AVE #3601 WALNUT, CA 91789
The date of last effective update is December 1, 2022