Registration and Room Block Management Tool Terms and Conditions
Welcome to the Groupize, Inc.’s registration and room block management tool (the “Services”). The Services are provided solely to assist customers in creating a registration page for an event (each, an “Event”), inviting individual attendees to register to attend such Event (the “Attendees”) and, if elected by the customer, to point to our booking engine or directly to the web site of a hotel or other facility hosting the Event (the “Facility Website”) to block and/or book accommodations for such Event and for no other purpose. The terms “we”, “us”, “our” and “Groupize” refer to Groupize, Inc., a Delaware corporation. The term “you” refers to the customer using the Services.
By clicking the “I Accept” button or by accessing or using the Services in any manner, including but not limited to creating a registration page (a “Registration Page”), inviting Attendees to and Event and/or accessing a Facility Website through the Services, you acknowledge and agree that you have read and understand the terms, conditions as written below (this “Agreement”), that the provisions, disclosures and disclaimers set forth in this Agreement are fair and reasonable and that your agreement to follow and be bound by this Agreement is voluntary and not the result of fraud, duress or undue influence exercised upon you by any person or entity. If your use of the Services includes the registration by you of individuals in addition to yourself (“Other Registrants”) you hereby represent and warrant that you have the authority to bind such Other Registrants to this Agreement. In addition, you agree that each use of the term “you” in this Agreement will include you and each of such Other Registrants and that you shall be responsible for ensuring that each such Other Registrant complies with this Agreement. If you are acting on behalf of an entity, you hereby represent and warrant that you have the authority to bind such entity and that you and each of the Other Registrants is an employee of such entity. You agree further that each use of the term “you” in this Agreement shall refer to such entity.
The Services are offered to you conditioned upon your acceptance of this Agreement. The definition of “this Agreement” shall include any terms describing additional obligations or restrictions accompanying your order of the Services, including, without limitation, any payment obligations, specified Service period and usage restrictions. If you are deemed to have ordered the Services, our acceptance is expressly conditional on your assent to this Agreement to the exclusion of all other terms. Notwithstanding the foregoing, if you have executed a separate written agreement with Groupize that governs access to or use of the Services, then the terms of such agreement shall govern and control in the event of a conflict. If this Agreement is considered an offer by you, our acceptance is expressly limited to these terms. Written approval is not a prerequisite to the validity or enforceability of this Agreement.
Please note that the use by you of our booking engine shall be subject to the terms and conditions available to you upon your use of such services. Please review such other terms and conditions prior to the use of such services.
Please read the Agreement carefully. If you do not accept all of the terms and conditions contained in this Agreement, please do not use the Services. We reserve the right at any time, in our sole discretion, to change or otherwise modify this Agreement without prior notice to you, and your continued use of the Services signifies your acceptance of the updated or modified Agreement. Be sure to return to this page each time you use the Services to view the most current version of the Agreement. With respect to such modified Agreement, we may, in our sole discretion, require you to execute a “click accept” agreement incorporated into or as a condition of accessing Services after your initial use. Even without such “click accept” agreement, your continued use of the Services after such modifications will constitute your acknowledgement and agreement of the modified Agreement.
Your Obligations While Using the Services
As a condition of your use of the Services, you warrant that (i) you are at least 18 years of age; (ii) you possess the legal authority to create a binding legal obligation; (iii) you will use the Services in accordance with this Agreement; (iv) you will only use the Services to create legitimate Registration Pages for, invite Attendees on behalf of and/or communicate with Facility Websites for you or for another person for whom you are legally authorized to act; (v) you will inform such other persons about the terms and conditions that apply to the activities you have taken on their behalf using the Services, including all rules and restrictions applicable thereto; (vi) all information supplied by you through your use of the Services is true, accurate, current and complete, and (vii) you will safeguard your account information and will supervise and be completely responsible for any use of your account by you and other person. You further agree that if you create a Registration Page and in connection with such creation you provide Groupize with the names, email addresses and/or other contact information of persons you designate as Attendees, you represent and warrant that you have received the consent of each such Attendee to provide such information to us and to permit us to use such information for the purposes of providing the Services.
We retain the right in our sole discretion to deny access to the Services, at any time and for any reason, including, but not limited to, for violation of this Agreement.
Your Access to the Services; Duration
This Agreement shall be effective as of the date you accept them or first access or use any of the Services (the “Effective Date”) and shall remain in effect until the Services are terminated in accordance with this paragraph. We shall have the right to terminate this Agreement at any time with or without cause; provided, however, that if: (a) you have paid for any Service period which has not elapsed as of the date of such termination; and (b) you are not in breach of this Agreement, Groupize shall provide you with a prorated refund regarding the Services not rendered during such period. Upon termination of this Agreement, you shall no longer be permitted to use or access the Services. 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 this Agreement and subject to this Agreement, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services in conjunction with your internal purposes only and in accordance with any of our applicable documentation. For avoidance of doubt, such right shall automatically terminate upon the termination of this Agreement. You may not copy, rent, lease, lend, sell, redistribute, sublicense or assign the Services; provided that if you have registered Other Registrants as permitted herein, the foregoing access rights include the right for you to grant the right to access, download and use the Services to such Other Registrants for your internal business purposes only.
You agree that the access rights you have been granted prohibit you 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 represent and warrant that you will 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 agree not use the Services in excess of or beyond the maximum number of registered users and/or devices for which you have been registered. If you are an employer, you will not attempt to circumvent such limitation by permitting your employees or agents to share the same account regardless of whether such sharing occurs at different times. For clarity, and by way of example, if you are an employer you will not allow one of your employees to login with name1/password2 in the morning and then later in the same day, allow a different employee to login with the same name1/password2.
The Services may contain or require the use of third party technology. You will be responsible for complying with any separate terms provided by us or third parties during your access of the Services that govern your use of such separately licensed third party technology.
Ownership; Intellectual Property
The Services, and all underlying Software, are protected by United States copyright and other intellectual property laws. Groupize hereby reserves any and all intellectual property rights in the Software and Services subject to the rights of individual contributors to their Content. For purposes of this Agreement, “Software” means (i) the server, platform and application software hosted by or on behalf of Groupize, including but not limited to all object code 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.
While you may make limited copies of the information you are provided through the Services, you agree not to: (a) alter, modify, adapt, reverse engineer, decompile, disassemble or hack the Software or Services, or create derivative works from the Software or Services; (b) merge the Software or Services with other software; (c) resell, sell, provide for service bureau use, or otherwise transfer the Software or Services to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or Services; (e) remove or alter any copyright notices or other notices included in the Software or Services; (f) access or use the Services 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 Services without our prior written consent; or (h) perform or disclose any of the following security test activities related to the Services or associated infrastructure without our 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 Services will be included in the definition of Services, 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. Our trademarks and trade dress, as well as third party trademarks, logos and service marks used in conjunction with the Software or 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 our prior written permission.
What You Agree Not to Do While Using the Services
You are responsible for all content and information you provide to us while using the Services (“Your Content”). You represent that you have already paid, and you will be solely responsible for paying (to the extent any later become due) all royalties, fees, and any other monies owing to any person by reason of any of Your Content. You agree that you may not impersonate any other person through the use of the Services. You further agree that you may not upload, transmit, submit or otherwise use the Services to disseminate:
- Content that is obscene, defamatory, threatening, fraudulent, invasive of ours 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
- Or create unwanted email, junk email, bulk email, promotions , spam or content that includes any advertising.
We will have the right to publish testimonials based on feedback or statements provided by you. We will have the right to include your name in such testimonials, and we may publish such testimonials on its websites and in our marketing materials.
You agree not to use any automated means to access the Services or collect any information from 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.
Additionally, you agree not to:
- make any speculative, false, or fraudulent registration within the Services or any speculative, false, or fraudulent communication with any Facilities Website using the Services; or
- take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
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. THE SERVICES MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING PRICING ERRORS. 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. IN PARTICULAR, GROUPIZE DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIMS ALL LIABILITY FOR, ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION AND DESCRIPTION OF THE FACILITIES DISPLAYED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE PRICING, PHOTOGRAPHS, LIST OF FACILITIES AMENITIES, GENERAL PRODUCT DESCRIPTIONS, ETC.). IN ADDITION, GROUPIZE EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS MADE AVAILABLE THROUGH THE SERVICES. THE RATINGS OF ANY FACILITIES DISPLAYED THROUGH THE SERVICES ARE INTENDED AS ONLY GENERAL GUIDELINES, AND GROUPIZE DOES NOT GUARANTEE THE ACCURACY OF THE RATINGS. GROUPIZE AND THE FACILITIES MAKE NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES. GROUPIZE AND THE FACILITIES MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE INFORMAITON MADE AVAILABLE THROUGH THE SERVICES AT ANY TIME.
GROUPIZE AND THE FACILITIES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICES AND THE INFROMATION PROVIDDE THROUGH THE USE OF THE SERVICES FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES THROUGH THE SERVICES DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY GROUPIZE.
BY OFFERING REGISTRATIONS FOR EVENTS LOCATED IN INTERNATIONAL DESTINATIONS, GROUPIZE DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO SUCH POINTS IS ADVISABLE OR WITHOUT RISK, AND IS NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS.
THE FACILITIES PROVIDING PRODUCTS AND SERVICES THROUGH THE USE OF THE SERVICES ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF GROUPIZE. GROUPIZE IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH FACILITIES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING FROM YOUR USE OF SUCH FACILITIES OR THEIR CONDUCT GENERALLY. GROUPIZE HAS NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND ITS DIRECT CONTROL, AND GROUPIZE SHALL HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.
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. USE OF THE SERVICES MAY AFFECT THE USABILITY OF 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, INTERNET SERVICE PROVIDERS, INTERNET 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, THE NETWORKS USED BY YOUR INTERNET SERVICE PROVIDERS AND THE DATABASES AND SERVERS CONTROLLED BY YOUR INTERNET 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. USING THE SERVICES FOR TRADING SECURITIES IS NOT PERMITED AND 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.
UNDER NO CIRCUMSTANCES, AS A RESULT OF YOUR CONTRIBUTIONS TO OR USE OF THE SERVICES, WILL GROUPIZE OR ANY OTHER USER OR FACILITY 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 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 AND THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, SHALL NOT EXCEED ONE HUNDRED DOLLARS (US$100) OR ANY GREATER AMOUNT WHICH YOU MAY HAVE PAID FOR SUCH SERVICES WITHIN THE TWELVE MONTHS PRECEDING SUCH CLAIM. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT 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 THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THIS AGREEMENT.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GROUPIZE OR AN APPROVED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION, IF APPLICABLE. 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.
The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of Groupize.
In the event that you have a dispute with 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.”
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 of Your Content uploaded, transmitted, disseminated or otherwise made available by you through the Services, (2) any violation by you of this Agreement or any applicable rule, regulation or law, and (3) your access or use of the Services and/or the information contained therein.
Links To Third-Party Sites
The Services may contain hyperlinks to websites operated by parties other than Groupize. Such hyperlinks are provided for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Services or other websites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
Your downloading of, access to, and use of the Services 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 Services or their underlying technology or code may not 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. You will not use any data, information, software programs or materials resulting from the Services (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.
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 our 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 343C
Beverly, MA 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, we 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 we has removed or disabled access to such material.
Upon receipt of a proper counter notification under the DMCA, we 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 we 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, we will replace the removed material and cease disabling access to it.
You may provide Groupize with a counter notification by providing our 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 this Agreement provided below.
Any notice required or permitted to be given in accordance with this Agreement 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. at 100 Cummings Center, Suite 343C, Beverly, MA 01915. For contractual purposes, you consent to receive communications from us 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.
Governing Law, Consent to Jurisdiction and Limitation on Claims
This Agreement and your use of the Services, 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 this Agreement.
You further agree that any claims or causes of action arising out of or related to this Agreement or the Services, 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 this Agreement: (a) the term “Dispute” will mean any dispute, controversy, or claim arising out of or relating to: (i) this Agreement, its interpretation, or the breach, termination, applicability or validity of this Agreement; 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 this Agreement. 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 1633 Broadway, 10th Floor, New York, New York 10019.
You agree that no joint venture, partnership, or employment relationship exists between you and Groupize as a result of this Agreement or use of the Services.
Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.
If any part of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
This Agreement (and any other terms and conditions referenced herein) constitutes the entire agreement between you and Groupize with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Groupize with respect to the Services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Our failure to exercise or enforce any right or provision of this Agreement 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. This Agreement contains 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 Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services, or any information displayed through the Services. You may not assign or delegate any rights or obligations under this Agreement. Any purported assignment and delegation shall be ineffective. Groupize may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. We 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 our rights and obligations under this Agreement.
Fictitious names of companies, products, people, characters, and/or data mentioned in the Services are not intended to represent any real individual, company, product, or event.
Any rights not expressly granted herein are reserved.
For quick answers to your questions or ways to contact us, visit our Customer Contact Center. Or, you can write to us at:
Attn: Customer Service
100 Cummings Center, Suite 343C
Beverly, MA 01915
August __, 2016