By accessing and/or using all or a portion of the Services (defined below) through a link or unique url or by using a log-in or access code provided to you, you are subject to the statements below (the “Disclaimer”). This Disclaimer contains warranty disclaimers and other provisions that limit Groupize’s liability to you. Please read this Disclaimer carefully and in its entirety. If you do not accept each and every term and condition set forth herein, please do not respond to the communication you have received through which this Disclaimer is visible.
Services Are Being Provided to You By a Groupize Customer/Customer Client and Not Groupize
Groupize, Inc., a Delaware corporation (“Groupize”) has a written agreement with a person or entity (a “Customer”) on whose behalf it has agreed to host certain of its Software (defined below) and make such Software available to you remotely as a service (the “Services”) for the benefit of the Customer. At the request of the Customer, you have been (i) given administrative access to the Services as an employee or contractor of the Customer or a Customer Client (“Customer Personnel”), or (ii) sent a message and provided with access to the Services (a “Message”) through the provision of a link, unique url or other log-in or access code to enable you to register, accept an invitation or otherwise confirm a reservation for a meeting or travel event (an “Event”) being coordinated by the Customer or a Customer client (a “Customer Client”).
Please be aware, that Groupize has no direct agreement with you. As Customer Personnel or as the recipient of a Message, access to the Services is being provided to you by the Customer and the terms of your use of the Services is subject to and governed exclusively by the Customer Agreement together with this Disclaimer. If you are not familiar with the Customer or the Customer Client from whom you have received a Message or the terms and conditions governing your use of the Services under the Customer Agreement, please do not reply to the Message or access the Services. If you require a copy of such terms and conditions or you would no longer like to be contacted by the Customer or the Customer Client from whom you received a Message, please contact the Customer or the Customer Client directly.
- “Services” means the services arising from access to and use of the Software through the link, unique url or other log-in or access code made available to you in the Message or otherwise; and
- “Software” means (i) the server, platform and application software hosted by or on behalf of Groupize, including but not limited to all object code, if any, accessible by you through the use of a stationary or mobile device as part of the Services, (ii) all server, platform and application software of third parties used to host, support or connect the software referred to in subsection (i) and accessible by you through the use of a stationary or mobile device as part of the Services, and (iii) all underlying algorithms, user interfaces and network and database designs and schemas, architecture, class libraries and objects, the unique expressions of the selection, organization and presentation of user visible functions, all templates and the methods of presenting information, all updates, upgrades, patches, maintenance releases and bug fixes and all documentation relating to any of the foregoing, whether in read only memory, on any other media or in any other form.
In the event of any conflict between the provisions contained in a Customer Agreement and this Disclaimer, the provisions in this Disclaimer shall control (provided, however, that the fact that a provision appears in a Customer Agreement but not this Disclaimer, or in this Disclaimer but not the applicable Customer Agreement, shall not be deemed to be a conflict for purposes of this sentence).
Collection and Use of Collected Information
As part of the Services, Groupize may collect Personal Information and Other Information (both defined below) from you (collectively, the “User Information”) at and under the direction of the Customer and Groupize will retain such User Information for as long as is required for Groupize to provide services to the Customer under the Customer Agreement. Groupize will retain the User Information as necessary to comply with its legal obligations, resolve disputes, and enforce its Customer Agreement(s).
Groupize has no direct relationship with you and Groupize’s use of the User Information is governed by the Customer Agreement. If you are not familiar with the Customer or the Customer Client from whom you have received a Message or the terms and conditions governing the Customer, Customer Client, Groupize or other third parties’ use of the User Information under the Customer Agreement, please do not reply to the Message or access the Services. If you require a copy of such terms and conditions of or you would no longer like to be contacted by the Customer or the Customer Client from whom you received a Message, please contact the Customer or the Customer Client directly.
All User Information will be processed and stored within the geographic limits of the United States of America.
Groupize will transfer User Information to third parties that assist Groupize in providing the Services. Transfers to such third parties are covered by the Customer Agreements.
- Personal Information” that identifies you as an individual or relates to an identifiable person. For example, this includes name, organization, title, postal address, e-mail address, telephone number, fax number, social media account ID or other identifiers by which you may be contacted online or offline. This also may include information that permits you to purchase products or services or confirm or register for an Event through the Services, such as credit or debit card number, or other payment account number, as well as applicable expiration dates and billing/shipping addresses; and
- “Other Information” that does not reveal a person’s identity or directly relate to an individual, on its own or in combination with other information we have collected, such as browser and device information, operating system, device type, system and performance information, app usage data, information collected through cookies, pixel tags and other technologies, general geographic location, demographic information and other information provided by a person, such as dietary preferences, interests, activities, age, gender, education and occupation.
Information You Should Not Provide Through the Services
If you respond to a Message or access the Services, do not upload, transmit, submit or otherwise make available through the Services any of the following information:
- any information that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individuals, as further defined in the HIPAA Rules (defined below); or
- any sensitive financial information, such as any person’s social security number, passport number, or bank account or credit card numbers or passwords (with respect to bank account or credit card numbers OTHER THAN IN THE SPECIIFC FIELD SPECIFCALLY IDENTIFIED FOR SUCH ENTRY).
- “HIPAA Rules” shall mean: (i) the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder related to the privacy and security of Protected Health Information, including the Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules Under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules; Final Rule, 45 C.F.R. pts. 160 and 164 (2013); and (ii) any amended versions of such regulations as may be enacted hereafter
Corrections to Personal Information
If you seek to access, or correct, amend, or delete inaccurate any of your Personal Information, you should direct your request to the Privacy Officer of the Customer (i.e., the data controller) from whom you received the Message or access to the Services. If Groupize is requested to remove Personal Information by a Customer Groupize will respond within a reasonable timeframe.
Modifications to Disclaimer
Groupize reserves the right to modify this Disclaimer from time to time with or without notice, and Groupize will post the modified Disclaimer at http://www.groupize.com/terms-conditions or other interfaces through which you have accesses the Services. You are responsible for reviewing the Disclaimer periodically to familiarize yourself with any modifications.
If you do not agree to any changes in the Disclaimer as they may occur your continued right to access or use the Services shall immediately terminate. Groupize is not liable to you or to any third party for any modification of the Disclaimer or termination of your access to the Services.
The Services are intended for persons eighteen (18) years or older. Persons under the age of eighteen (18) should not access or use the Services.
You are prohibited from using the Services for any illegal or unauthorized purpose. You will make every reasonable effort to prevent unauthorized third parties from accessing the Services. You may not breach the security of the Services or attempt to gain unauthorized access to or interfere with operation of the Services or with any other person’s use of the Services.
You are responsible for all information and materials you upload, transmit, submit or otherwise make available through the Services. You may not impersonate any other person through the use of the Services. You may not upload, transmit, submit or otherwise use the Services to disseminate:
- Content that is obscene, defamatory, threatening, fraudulent, invasive of Groupize’s or another person’s or entity’s rights, including but not limited to privacy rights, or that is otherwise unlawful;
- Content that infringes the intellectual property rights of Groupize or any other person or entity;
- Content that contains any computer viruses or any other code designed to disrupt, damage, or limit the functioning of any computer software or hardware;
- Or create unwanted email, junk email, bulk email, promotions, spam or content that includes any advertising.
You may not use any automated means to access the Services or collect any information available through the Services (including, without limitation, robots, spiders, or scripts); or frame the Services, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect its display. This means, among other activities, that you must not engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.
Emergency Message Disclaimer
Groupize provides the Services and permits the communication of information, comments, content and data using the Services (collectively, the “Information”) for informational purposes only. Neither Groupize nor any person or entity contributing Information to the Services, including but not limited to Groupize and its affiliates and their respective stockholders, members, directors, managers, officers, employees or agents (each, a “Contributor”), is providing any recommendation, endorsement or professional advice on or through the Services and the Information.
You fully understand and acknowledge that the Services are:
- intended to deliver noncritical, non-urgent, non-emergency messages between you and the Customer or the Customer Client and properties at which Events may occur (each, a “Property” and collectively, the “Properties”);
- dependent upon a number of factors outside the control of Groupize, including but not limited to, the operation of third party provided hardware, software and network services; and
- not a substitute for your own research on matters related to the Message and not a guarantee, warranty, or recommendation of any product or service, including but not limited to the Customer, Customer Client or Properties.
Third Party Links, Payments and Advertisements Disclaimer
The inclusion of third party advertisements does not constitute an endorsement, guarantee, warranty, or recommendation of, and neither Groupize nor any other Contributor makes any representation and/or warranty about, any product or service contained therein.
Payment Information Collection and Use
All credit card, debit card, bank account or other payment information and all payments collected by Groupize from you will be information and payments collected at the request and on behalf of the Customer or Customer Client and subject to the terms and conditions of the Customer Agreement. All such information and payments will be due in accordance with the terms and conditions accompanying the applicable Message or the prompts contained in the Services following your access to the Services through a link or unique url or by using a log-in or access code provided to you in such Message or otherwise.
The terms and conditions applicable to charges, refunds, reimbursements and returns will be determined by the Customer or the Customer Client. If you require a copy of such terms and conditions, please contact the Customer or the Customer Client directly.
You acknowledge that you have not relied on the continued availability of any Service.
Disclaimer of Representations and Warranties; Limitation of Liabilities
THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS-AVAILABLE” BASIS.
GROUPIZE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES. GROUPIZE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN PROVIDING THE SERVICES OR ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SERVICES. GROUPIZE IS NOT RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT YOU UPLOAD, TRANSMIT OR DISSEMINATE THROUGH THE USE OF THE SERVICES.
GROUPIZE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AUTHENTICITY, TITLE AND NON-INFRINGEMENT, THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING, THAT ANY UPDATE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. GROUPIZE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, GROUPIZE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, CELLULAR SERVICE PROVIDERS, CELLULAR NETWORK OPERATORS, TO THE SATURATION OF THE INTERNET NETWORK AND FOR ANY OTHER REASON.
YOU ACKNOWLEDGE THAT THE SERVICES RELY UPON DATA COMMUNICATION MEDIUMS WHICH ARE NOT CONTROLLED BY GROUPIZE AND WHICH MAY BE VULNERABLE TO DATA OR SECURITY BREACHES, INCLUDING, WITHOUT LIMITATION, INTERNET AND CELLULAR PHONE NETWORKS USED BY YOUR INTERNET AND CELLULAR SERVICE PROVIDERS AND THE DATABASES AND SERVERS CONTROLLED BY YOUR INTERNET AND CELLULAR SERVICE PROVIDERS. GROUPIZE SHALL NOT BE LIABLE FOR ANY SUCH BREACHES.
YOU ACKNOWLEDGE THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAY OF, OR ERRORS OR INACCURACIES IN, THE CONTENT OR INFORMATION PROVIDED BY THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, FINANCIAL OR ENVIRONMENTAL DAMAGE. GROUPIZE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS CONTRIBUTING CONTENT TO THE SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY OTHER USERS; THEREFORE, GROUPIZE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR CONTENT BY OTHERS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GROUPIZE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE SERVICES.
UNDER NO CIRCUMSTANCES, AS A RESULT OF YOUR USE OF THE SERVICES, WILL GROUPIZE OR ANY OTHER CONTRIBUTOR BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, REGARDLESS OF WHETHER THESE PARTIES HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. GROUPIZE AND ITS AFFILATES’ AND CONTRIBUTORS AND THEIR RESPECTIVE OFFICERS’, DIRECTORS’, SHAREHOLDERS’, EMPLOYEES’, AND AGENTS’ TOTAL LIABILITY (IN THE AGGREGATE) TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED ONE HUNDRED DOLLARS (US$100).
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GROUPIZE, CUSTOMER, CUSTOMER CLIENT OR ANY REPRESENTATIVE OF SUCH PARTY OR PARTIES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
In the event that you have a dispute with a Customer, Customer Client, Property or one or more users of the Services, you release Groupize (and its officers, directors, employees and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Intellectual Property Rights
The Services are protected by United States copyright and other intellectual property laws. Groupize hereby reserves any and all intellectual property rights in the Services and the Information subject to the rights of third parties to their content. No Information on or available through the Services should be reproduced or used without the express written permission of Groupize.
You may not: (a) alter, modify, adapt, reverse engineer, decompile, disassemble or hack the Services, or create derivative works from the Services; (b) merge the Services with other services or software; (c) resell, sell, provide for service bureau use, or otherwise transfer the Services to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services; (e) remove or alter any copyright notices or other notices included in the Services; (f) access or use the Services to build or support, or assist a third party in offering, building or supporting, products or services competitive with Groupize; (g) perform or disclose any benchmark or performance tests of the Services without Groupize’s prior written consent; or (h) perform or disclose any of the following security test activities related to the Services or associated infrastructure without Groupize’s prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing or penetration testing.
The “GROUPIZE” mark and other Groupize graphics, logos, designs, page headers, button icons, scripts and service names are trademarks in the United States and other countries. Groupize’s trademarks and trade dress, as well as third party trademarks, logos and service marks used in conjunction with the Services, may not be used in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Groupize.
Your access to and/or use of the Services shall not violate any applicable export laws of the United States, including, without limitation, the U.S. Export Administration Regulations and the prohibitions and restrictions mandated by agencies of the United States government. Without limiting the foregoing, neither the Services nor its underlying technology or code may be downloaded to or exported or re-exported into (or to a resident or national of): (a) any country sanctioned by the United States government identified on the list published by the U.S. Bureau of Industry and Security, including Cuba, Iran, North Korea, Sudan and Syria, as such list may be updated from time to time; (b) any country, entity or person identified on any of the sanction lists, specifically designated nationals lists, denied party lists or entity lists published by the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury, as such lists may be updated from time to time; (c) any other country subject to United States embargo or UN Sanctions; or (d) or any other prohibited country, person, end-user or entity specified by the United States government..
If any provision of this Disclaimer is held to be invalid or unenforceable in whole or in part in any jurisdiction, then that provision shall be deemed ineffective in such jurisdiction but shall have no effect on the enforceability of the remaining provisions.
Governing Law, No Claims Permitted Against Groupize
This Disclaimer and your use of the Services, along with the Information contained therein, shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of laws principles or other provisions which might result in the application of laws other than the internal laws of the Commonwealth of Massachusetts. The Uniform Computer Information Transactions Act will not apply.
Any claims or causes of action you or your heirs, legal representatives or successors may have arising out of or related to the Disclaimer or the use of the Services, along with the Information contained therein, shall be made against the Customer or the Customer Client and not Groupize or its Contributors.
Claims of Copyright Infringement
Groupize respects the intellectual property rights of others, and requires that the people who use the Services do the same. It is Groupize’s policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible through the Services in a way that constitutes copyright infringement, you may notify us by providing Groupize’s copyright agent with the following information in writing:
- The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
- Your name, address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
If Groupize receives such a claim, it reserves the right to refuse or delete Content and to terminate a user’s account.
Groupize’s designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act OF 1998 (“DMCA”) is:
100 Cummings Center, Suite 343
Beverly, Massachusetts 01915
Attn: Copyright Infringement
After receiving a claim of infringement, Groupize will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Groupize will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Groupize will take reasonable steps promptly to notify the user that Groupize has removed or disabled access to such material.
Upon receipt of a proper counter notification under the DMCA, Groupize will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that Groupize will replace the removed material or cease disabling access to it in 10 business days. Unless Groupize’s designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on the Services, Groupize will replace the removed material and cease disabling access to it.
You may provide Groupize with a counter notification by providing Groupize’s copyright agent the following information in writing:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Groupize may be found and that you will accept service of process from the person who provided the initial notification of infringement.
In the event that any such claim relating to copyright infringement is asserted against Groupize, such claim shall be resolved through binding arbitration in accordance with the Terms provided above.
Any notice required or permitted to be given in accordance with this Disclaimer shall be in writing. Notices to Groupize shall be sent by personal delivery, registered or certified mail (return receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to: Groupize, Inc., 100 Cummings Center, Suite 343, Beverly, Massachusetts 01915. For contractual purposes, you consent to receive communications from Groupize electronically. Notices sent to you shall be sent by personal delivery, electronic mail, registered or certified mail (return receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to the address listed on your account. All notices will be deemed given: (i) when delivered personally; (ii) 24 hours after electronic mail is sent, unless Groupize is notified that the email address is invalid; (iii) five (5) days after having been sent by registered or certified mail (or ten (10) days for international mail); or (iv) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery).
Groupize’s failure to exercise or enforce any right or provision of this Disclaimer shall not be deemed to be a waiver of such right or provision. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services, or any Information displayed through the Services.