Website Terms and Conditions
Revised February 2018
These Terms and Conditions (the “Terms”) constitute an agreement between Groupize, Inc., a Delaware corporation (“Groupize”), and you. By accessing and/or using all or a portion of www.groupize.com (the “Site”) you acknowledge and agree that you have read and understand the Terms, that the provisions, disclosures and disclaimers set forth in the Terms are fair and reasonable and that your agreement to follow and be bound by the Terms is voluntary and not the result of fraud, duress or undue influence exercised upon you by any person or entity. If the Terms are considered an offer by you, Groupize’s acceptance is expressly limited to the Terms. Written approval is not a prerequisite to the validity or enforceability of the Terms.
Groupize reserves the right to modify the Terms from time to time with or without notice, and Groupize will post the modified Terms at www.groupize.com/website-terms You acknowledge and agree that it is your responsibility to review the Terms periodically to familiarize yourself with any modifications. With respect to such modified Terms, Groupize may, at its sole discretion, require you to execute a “click accept” agreement incorporated into or as a condition of accessing the Site. Even without such “click accept” agreement, your continued use of the Site after such modifications will constitute your acknowledgement and agreement of the modified Terms.
If you do not agree to any changes in the Terms as they may occur your continued right to access and/or use the Site shall immediately terminate and you agree that you shall discontinue your use of the Site. You agree that Groupize is not liable to you or to any third party for any modification of the Terms or discontinuation of your use of the Site.
The Site is intended for persons eighteen (18) years or older. Persons under the age of eighteen (18) should not access and/or use the Site.
The Terms shall be effective as of the date you accept them or first access or use the Site (the “Effective Date”) and shall remain in effect until you cease to access or use the Site. Groupize shall have the right to terminate the Terms at any time with or without cause. Upon termination of the Terms, you shall no longer be permitted to access or use the Site. The terms herein that contemplate obligations after termination, including but not limited to Indemnification, Disclaimer, Limitation of Liability, Controlling Law and Severability, and Confidentiality, shall survive termination.
During the term of the Terms and subject to the Terms, Groupize hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right for you to access and use the Site in conjunction with your personal use only.
You agree that the license you have been granted prohibits you from using the Site for any illegal or unauthorized purpose. You represent and warrant that you will not breach the security of the Site or attempt to gain unauthorized access to or interfere with operation of the Site or with any other person’s use of the Site.
Contacting Groupize; Restrictions on Content Provided by You; Privacy
The site is hosted from and all information provided to Groupize through the public portion of the Site is stored within the geographic limits of the United States of America.
If you contact Groupize through the public portion of the Site and provide Groupize with information, do not upload, transmit, submit or otherwise make available to Groupize:
- any Protected Health Information, as defined in the HIPAA Rules (defined below). For purposes of the Terms, “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; or
- any sensitive financial information, such as any person’s social security number, passport number, bank account or credit card numbers or passwords.
Groupize does not require such information and disclaim all liability for the dissemination of such information.
You agree that you may not impersonate any other person through the use of the Site. You further agree that you may not upload, transmit, submit or otherwise use the Site 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 agree not to use any automated means to access the Site or collect any information from the Site (including, without limitation, robots, spiders, or scripts); or frame the Site, 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.
Privacy and Security
Groupize and any subcontractors used to host, support or maintain the Site will comply with data breach laws and industry standards in the United States of America. Groupize shall maintain a data security program conforming to the applicable industry standard, which shall include reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of any third party information in the possession of Groupize or its subcontractors.
Emergency Message Disclaimer
Groupize provides the Site and all information, comments, images, videos, data and other content available through the Site (collectively, the “Information”) for informational purposes only. Neither Groupize nor its affiliates or their respective stockholders, members, directors, managers, officers, employees or agents, is providing any professional advice on or through the Site and the Information should not be so construed or used.
You represent and warrant that you fully understand and acknowledge that the Site is:
- intended to deliver noncritical, non-urgent, non-emergency information;
- dependent upon a number of factors outside the control of Groupize, including but not limited to, the operation of third party services and products as well as third party provided hardware, software and network services;
- not a substitute for your performance of your own research and due diligence; and
- not expected to perform at the same level of performance and/or reliability one might expect from a site used in the delivery of critical or time sensitive information.
Third Party Links, Payments and Advertisements Disclaimer
The inclusion of third party advertisements does not constitute an endorsement, guarantee, warranty, or recommendation of, and Groupize does not make any representation and/or warranty about, any product or service contained therein.
In the future, Groupize may receive financial payment from third party sponsors, from companies that advertise with banner ads and other forms of advertisements through the Site.
Disclaimer of Representations and Warranties; Limitation of Liabilities
THE SITE IS PROVIDED ON AN “AS IS,” “AS-AVAILABLE” BASIS.
GROUPIZE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE. GROUPIZE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN PROVIDING THE SITE OR ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SITE.
GROUPIZE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE SITE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AUTHENTICITY, TITLE AND NON-INFRINGEMENT, THAT THE SITE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING, THAT ANY UPDATE WILL CONTINUE TO BE MADE AVAILABLE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. FURTHERMORE, GROUPIZE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SITE 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 SITE RELIES UPON DATA COMMUNICATION MEDIUMS WHICH ARE NOT CONTROLLED BY GROUPIZE AND WHICH MAY BE VULNERABLE TO DATA OR SECURITY BREACHES, INCLUDING, WITHOUT LIMITATION, THE CELLULAR PHONE NETWORKS USED BY YOUR CELLULAR SERVICE PROVIDERS AND THE DATABASES AND SERVERS CONTROLLED BY YOUR CELLULAR SERVICE PROVIDERS. GROUPIZE SHALL NOT BE LIABLE FOR ANY SUCH BREACHES.
YOU ACKNOWLEDGE THAT THE SITE IS 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 SITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, FINANCIAL OR ENVIRONMENTAL DAMAGE.
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 SITE.
UNDER NO CIRCUMSTANCES, AS A RESULT OF YOUR USE OF THE SITE, WILL GROUPIZE 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 GROUPIZE HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. GROUPIZE AND ITS AFFILATES’ 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 SITE AND THE TERMS, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED ONE HUNDRED DOLLARS (US$100). EACH PROVISION OF THE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THE TERMS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GROUPIZE OR AN APPROVED REPRESENTATIVE 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.
Intellectual Property Rights
The Site is protected by United States copyright and other intellectual property laws. Groupize hereby reserves any and all intellectual property rights in the Site and the Information. No Information on or available through the Site should be reproduced or used without the express written permission of Groupize.
You agree that you will not: (a) alter, modify, adapt, reverse engineer, decompile, disassemble or hack the Site, or create derivative works from the Site; (b) merge the Site with other software; (c) resell, sell, provide for service bureau use, or otherwise transfer the Site to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Site; (e) remove or alter any copyright notices or other notices included in the Site; (f) access or use the Site to build or support, or assist a third party in building or supporting, products or services competitive with Groupize; (g) perform or disclose any benchmark or performance tests of the Site without Groupize’s prior written consent; or (h) perform or disclose any of the following security test activities related to the Site 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.
You agree that all of your suggestions and feedback regarding the Site will be included in the definition of Information, and you hereby assign all of the rights, title and interest in such suggestions and feedback to Groupize. 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 Site, 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.
You agree to indemnify and hold Groupize and its officers, directors, employees and agents harmless from any charges, complaints, damages, losses, liabilities, costs and expenses (including attorneys’ fees and expert fees) due to, arising out of or relating in any way to (1) any content uploaded, transmitted, disseminated or otherwise made available by you through the Site, (2) any violation by you of the Terms or any applicable rule, regulation or law, and (3) your access or use of the Site and/or the Information contained therein.
Your access to, and use of, the Site shall comply with all 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, the Site or its underlying technology or code may not be 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. You will not use any data, information, software programs or materials resulting from the Site (or direct product thereof) for any purpose prohibited by these laws including, without limitation, nuclear, chemical or biological weapons proliferation, or the development of missile technology.
Groupize will not be responsible for a breach of the Terms caused by any failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; a pandemic; an electrical, internet, cellular network or telecommunication outage that is not caused by Groupize; government restrictions (including the denial or cancelation of any export, import or other license); or another event outside the reasonable control of Groupize.
If any provision of the Terms 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, Consent to Jurisdiction and Limitation on Claims
The Terms and your use of the Site, along with the Information contained therein, shall be governed by and 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 to the Terms.
You further agree that any claims or causes of action arising out of or related to the Terms or the Site, along with the Information contained therein, shall be submitted to arbitration as provided below within one (1) year after such claim or cause of action arose, or such claim or cause of action shall be forever barred.
The courts of the Commonwealth of Massachusetts (state and federal) will have sole and exclusive jurisdiction over any disputes or actions arising out of or relating to this Agreement. The parties hereby waive all claims of immunity from such jurisdiction. Venue for any action brought arising out of or relating to this Agreement will be in the State Court in Suffolk County, Massachusetts or in the United States District Court for the District of the Commonwealth of Massachusetts.
For the purposes of the Terms: (a) the term “Dispute” will mean any dispute, controversy, or claim arising out of or relating to: (i) the Terms, its interpretation, or the breach, termination, applicability or validity of the Terms; or (ii) any other dispute arising out of or relating to the relationship between Groupize and you; (b) the term “Company Group” will mean Groupize, its parents, subsidiaries, affiliates, stockholders, directors, officers, employees, agents, beneficiaries, assignees, successors in interest, and any third party which provides products or services purchased from or distributed by Groupize; and (c) the term “User Group” will mean you and those in privity with you, such as your affiliates, employees, partners, contractors, agents, family members and beneficiaries.
No member of Company Group or User Group will submit any Dispute (defined below) to any court of law. Company Group and User Group hereby forfeit their right to file and litigate a lawsuit in a court of law relating to any Dispute. User Group understands that, in the absence of this paragraph, User Group would have had a right to litigate disputes through a court, including the right, if any and subject to the rules of User Group’s jurisdiction, to litigate claims on a class-wide or class-action basis, and that User Group has expressly and knowingly waived those rights and agreed to resolve any Disputes through binding arbitration in accordance with the Terms. This arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.
Company Group and User Group may each provide the other party with written notice of its intention to initiate arbitration with respect to any Dispute. If Company Group and User Group do not amicably resolve or settle the Dispute in writing within thirty (30) days after such notice, the notifying party will have the right to submit such Dispute to the American Arbitration Association (“AAA”) for binding resolution. Any such Dispute will be resolved exclusively and finally by the AAA. The AAA’s Commercial Rules will govern the arbitration proceeding. Company Group and User Group will agree upon another arbitration forum if AAA ceases all of its operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Dispute between Company Group and User Group. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis.
Company Group and User Group will confer after service of written notice of arbitration to select a single agreed-upon arbitrator to adjudicate the Dispute. If Company Group and User Group are unable to agree upon an arbitrator within thirty (30) days after the date of such notice, the AAA will assign an arbitrator. Any decision or award rendered in such arbitration proceeding will be final and binding on Company Group and User Group, and judgment may be entered thereon only in the State or Federal courts in Boston, Massachusetts.
In the arbitration, the arbitrator will apply the laws of the Commonwealth of Massachusetts, excluding its conflict of law principles. The arbitrator will not have the right to award treble damages or punitive damages. The location of the arbitration will be in Boston, Massachusetts, and the arbitration will be conducted in the English language.
Information may be obtained from the AAA online at www.adr.org, by calling 1-800-778-7879 or by writing to 200 State St, Boston, MA 02109.
Claims of Copyright Infringement
Groupize respects the intellectual property rights of others, and requires that the people who use the Site 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 Site 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 Site, 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 the Terms 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). Either party may change its address for receipt of notice by notice to the other party in accordance with this Section.
Groupize’s failure to exercise or enforce any right or provision of the Terms shall not be deemed to be a waiver of such right or provision. Groupize is excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. The Terms contain the entire agreement between you and Groupize and supersedes all prior agreements between the parties regarding the subject matter contained herein, except as otherwise specifically noted herein. 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 Site, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Site, or any Information displayed through the Site. You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. Groupize may freely assign or delegate all rights and obligations under the Terms, fully or partially without notice to you. Groupize may also substitute, by way of unilateral novation, effective upon notice to you, which you agree may be electronic communication, Groupize, Inc. for any third party that assumes Groupize’s rights and obligations under the Terms.