Effective Date: June 7, 2019
1. This Agreement
1.2 Changes to this Agreement. We may change this Agreement periodically. By continuing to use the Platform after changes come into effect, you agree to the revised Agreement. We will endeavor to notify you of changes to the Agreement through the Platform but it is your sole responsibility to remain compliant with this Agreement.
2. Your Account Membership in a Group, Starting a Group
2.1 Eligibility. Our Platform is available to anyone who is at least 13 years old. By using our Platform you are representing that you are at least 13 years old. Use of our Platform includes any of the following activities: setting up an Account, creating a Group, becoming a Member of a Group or agreeing to accept emails generated by the Platform by not opting out to receive these emails. An Account Owner that creates a Group in Groupizy, is known as the Administrator or Admin for this group. The Admin may set additional eligibility requirements for Membership in their Group. By becoming a Group Member you represent that you agree to the Membership (set of all members of a Group) requirements specified by the Admin. No Group Membership requirements as specified by the Admin of a Group will supersede any term in this Agreement.
2.2 Account Suspension. We reserve the right to modify, suspend or terminate your Account or access to the Platform at any time and at our sole discretion. Specific reasons why we may choose to do this include but are not limited to: you have violated this Agreement or any of our policies in any way; we have determined that, in our sole discretion, it is in the best interest of Groupizy and or our Groupizy community of users; you have chosen to use hate speech on our platform; you have posted sexually explicit material to our Platform; you have chosen to act in a threatening or hostile nature to others on our Platform; you are involved in criminal activities or using our Platform for criminal activities; or you are reselling Groupizy services for your personal benefit.
Any Admin or other Member who has the ability to moderate or manage a particular Group or portion of the Group’s activity on our Platform also has the ability to modify, suspend, or terminate your access to that Group on the Platform.
2.3 Account Information and Security. When you sign up for an Account, you provide us with basic information, including an email address and a password. Optionally, you may enter and store personally identifiable information such as your photo, name, phone etc. When you create a Group or join a Group you may be asked for additional personal information. This information is not available to Members of any Groups you join unless you explicitly provide this access. Keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password (or else we may need to disable your account). You alone are responsible for anything that happens from your failure to maintain that security and confidentiality, such as by sharing your account credentials with others. If you suspect someone other than you is using your Account, notify us immediately at firstname.lastname@example.org.
2.4 Admin and Member Content. Through interaction with our Platform Group, Admins and Members may supply content in the form of personal information, text, images, hyperlinks and messages (Content). Groupizy and or Admins can and will remove any Content without notice at any time they deem offensive or in violation of the terms of this Agreement. We will not provide a Member access to Content if their account has been terminated or suspended.
3. Fees, Payments, and Offers
3.1 Groupizy Fees. To use our Platform Groups agree to pay our subscription fees and any additional usage charges they may incur. Use of our Platform for Groups with fewer than a certain number of members is free. To use Groupizy without interruption, Admins agree to maintain a valid form of payment for subscription fees and other charges. We may require a new fee, or modify an existing fee, for either current or future features of our Platform. If we implement a new fee or change and existing fee, we will give you advanced notice through our Platform. You agree to pay those fees and any associated taxes for your continued use of the applicable feature or features. If you refuse to pay these fees your account will be modified, suspended or terminated and you will lose access to all Content. All fees and all monetary transactions such as credit card transactions are in U.S. dollars unless otherwise specified. All Platform fees are exclusive of applicable federal, state, local, or other taxes. Fees applicable to Groups or Memberships are not transferable across Members or Groups. Groupizy does not offer refunds but at out sole discretion may elect to provide credit which may be used to pay future charges.
3.2 Fees Charged by Admins. Admins may impose fees related to the Groups they create or manage such as dues for a Group or specific one-time activities. The decision to charge fees and the amount of those fees is at the discretion of those Admins. We reserve the right to initiate refunds of fees paid to Admins, when appropriate, even in cases of fees paid through a third-party payment service. Admins may also have their own refund policies, so long as they are consistent with and do not limit Members’ ability to receive refunds. Payments made to Admins via the Platform are made through a third-party payment service provider. If a Member pays a fee to an Admin via the Platform, the member authorizes the Admin (and the Admin’s applicable payment service provider) to charge the designated payment method for the total amount of the fees, including any applicable taxes and other charges. Certain types of fees charged by Admins may be billed on a recurring basis. If billed on a recurring basis, you authorize the Admin to charge the applicable fee to the designated payment method. You may cancel auto-renewal at any time.
3.3 Groupizy Payments. Admins are responsible for paying subscription and any other applicable fees to Groupizy on time and through our approved payment methods. Admins who allow their subscription to lapse are subject to removal as the Admin of the Group associated with their account, Groupizy may elect to transfer administration of the Group to another Member and or their Group (along with all of the information and Content associated with or posted to that Group) may be terminated. If we terminate, suspend, or remove your account in connection with violation of this Agreement, we are not obligated to refund any fees paid to Groupizy. You may only pay fees to Groupizy using a valid payment method acceptable to us, as specified via the Platform. You represent and warrant that you are authorized to use the payment method you designate via the Platform. You authorize us (and our designated third-party payment processors) to charge your designated payment method for the total amount of any fees you owe to Groupizy, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable to us, your Account and or Group may be suspended or cancelled. We reserve the right to correct, or to instruct our payment processors to correct any errors or mistakes, even if payment has already been requested or received.
3.4 Automatic Subscription Renewals. Fees for certain aspects of our Platform may be billed on either a recurring basis or on a one-time basis. If billed on a recurring basis, the fees are payable in advance of the applicable period specified via the Platform with no refunds. We will automatically bill the card of file for the Group for each renewal period until cancellation. By purchasing any feature or other aspect of our Platform for which we charge, you authorize us to keep your payment current by charging your credit card account (or any other means of payment used by you) the applicable fee. While you may cancel your subscription at any time, you will not be issued a refund.
3.5 Free Trials. We may offer free trials of subscriptions and other products on our Platform. We will inform you of the length of the free trial, your renewal period, and the date and amount of your first payment. After your free trial ends, your paid subscription will begin and we will automatically bill you for each renewal period until cancellation. You can cancel automatic subscription renewals at any time according to the terms and procedures described above. Groups whose membership level is below a certain level can use the Platform for free unless otherwise specified. When the membership level of a Group exceeds a specified level their free use of the Platform ceases and they agree to a pay subscription fee based on their Group’s membership level.
3.6 Third Party Payment Processors. An Admin that uses the Platform to accept payments from other Members, must comply with the terms and conditions of the third party provider of the applicable payment service used to receive the payment. Currently, Groupizy does not provide those payment services, is not a party to your agreement with the applicable third-party provider, and will not be liable or responsible for your use of those third-party payment services.
3.7 Third Party Transactions. Your Group or Members will not receive offers from third-parties. Groupizy reserves the right to change this in the future.
4. Your Content and Privacy
4.1 Your Content. You are solely responsible for Content you post and if you are an Admin the content posted by members of your group or groups. We use the word “Content” to mean any information, material, or other content posted to our Platform or otherwise provided to us (such as feedback, comments, or suggestions shared with us). You agree that you and your Content shall not violate the rights of any third party (such as copyrights, trademarks, contract rights, privacy rights, or publicity rights), this Agreement.
4.2 Content License from You. We do not claim ownership of your Content. However, to enable us to operate, improve, promote, and protect Groupizy and our Platform, and to ensure we do not violate any rights you may have in your Content, you hereby grant Groupizy a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable, transferable right and license (including a waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, and create derivative works of, your Content and to commercialize and exploit the copyright, trademark, publicity, and database rights you have in your Content.
4.4 Content Access. Groupizy is under no obligation, and as a matter of practice, does not provide access to any Content you have entered into the Platform once your Membership, Account or Group has been suspended or terminated. You are solely responsible for downloading any or all content you may have uploaded to Groupizy prior to terminating your group’s use of Groupizy, or canceling your subscription to Groupizy. After terminating your sue of Group’s use of the Platform or canceling your Group’s subscription to sue Groupizy you lose all access to content you have uploaded to the Platform.
4.5 Self-Monitoring of Content. Admins of Groups are expected to review and if necessary to remain in compliance with the terms in this Agreement by deleting or editing any and all content entered by Members of the Group(s) which they administer. This means Admins are responsible for the content entered by members. If said content violates the terms of this agreement either the Admin or the member must delete the content. Groupizy reserves the right to delete any and all content which, in our sole determination, violates the terms of this Agreement.
5. Your Use of Our Platform
5.1 Our Policies, Guidelines and Applicable Laws. When you use our Platform, we require that you follow the terms in this Agreement and our other policy documents. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party. If we discover you are not in compliance, at our sole discretion we will suspend or terminate your account or access to the Platform.
5.2 Content of Others. Groupizy does not control the Content of our Members. When we become aware of Content on our Platform that in our sole judgment is inappropriate, we reserve the right to investigate and take appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for the Content of other Members.
5.3 Interactions with Others. Groupizy is not a party to any arrangements made through our Platform. Groupizy does not conduct or require background checks on Members, and does not attempt to verify the truth or accuracy of statements made by Members. Groupizy makes no representations or warranties concerning the conduct or Content of any Members or their interactions with you.
5.4 No Resale. Our Platform contains proprietary and confidential information and is protected by intellectual property laws. Unless we expressly permit it through this Agreement, you agree not to modify, reproduce, sell or charge a fee, offer to sell or charge a fee, make, create derivative works based on, or distribute any part of our Platform, including any data, or Content of others.
5.5 No Technical Interference with the Platform. You agree that you will not engage in any activity or post any information or material that interferes with or disrupts, or that is designed to interfere with or disrupt, the Platform or any hardware used in connection with the Platform.
5.6 Platform Modifications. We work to regularly improve our Platform. This means we may modify or discontinue portions or our entire Platform with or without notice and without liability to you or any third party.
5.7 Third Party Sites and Services. The Platform contains links to third party sites, and is integrated with various third party services, applications and sites that may make available to you their content and products. We don’t control these third parties and aren’t responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies.
You agree to release us and our owners, officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries, sponsors, and other third-party partners (referred to in this Agreement as “Groupizy Parties”) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, now and in the future (referred to in this Agreement as “Claims”), arising out of or in any way connected with any transaction with a third party, your interactions with other Members, or in connection with a Groupizy Group. You also agree to release Admins from Claims based on an Admin’s negligence arising out of or in any way connected with their Content, or a Groupizy Group.. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of statutory or non-statutory law of any other jurisdiction to the fullest extent permitted by law.
You agree to indemnify, defend and hold all Groupizy Parties harmless from any Claims, made by any third party due to or arising out of (a) your violations of this Agreement, (b) your use, misuse, or abuse of our Platform, (c) your Content, (d) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) your participation or conduct in a Groupizy Group that violates this Agreement. You agree to promptly notify us of any third party Claims, cooperate with all Groupizy Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You agree not to settle any Claim without our prior written consent.
8. Warranty Disclaimer and Limitation of Liability
8.1 Warranty Disclaimer. Our Platform is provided to you “as is” and on an “as available” basis. We disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness, accuracy, and performance of our Platform, (b) any information, advice, services, or goods obtained through or advertised on our Platform or by us, as well as for any information or advice received through any links to other websites or resources provided through our Platform, (c) the results that may be obtained from the Platform, and (d) the correction of any errors in the Platform, (e) any material or data obtained through the use of our Platform, and (f) dealings with or as the result of the presence of marketing partners or other third parties on or located through our Platform.
8.2 Limitation of Liability. You agree that in no event shall any Groupizy Parties be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if any Groupizy Parties have been advised of the possibility of such damages) arising out of or in connection with (a) our Platform or this Agreement or the inability to use our Platform (however arising, including our negligence), (b) statements or conduct of or transactions with any member or third party on the Platform, (c) your use of our Platform or (d) any other matter relating to the Platform. Our liability to you or any third parties in any circumstance is limited to the greater of $200 or the amount of fees, if any, you paid to us in the 12 months prior to the action that may give rise to liability. The limitations set forth above in this Section 8 will not limit liability or exclude liability for our gross negligence, fraud, or intentional, malicious, or reckless misconduct.
9. Dispute Resolution
9.1 Informal Resolution. Before making any claim, you as an Account Owner and Groupizy agree to try to resolve any disputes through good faith discussions. We use the term “claim” in this Section 9 to mean any dispute, claim or controversy arising out of or relating to your use of our Platform. You or Groupizy may initiate this process by sending written notice or email according to Section 11.2 describing the dispute and your proposed resolution. In the event that we cannot resolve the issue within 30 business days of receipt of the initial notice, you or Groupizy may bring a claim in accordance with Section 9.2.
9.2 Arbitration Agreement. Except as set forth in Section 9.5, you agree to submit any claim to JAMS, Inc., or its successor, (“JAMS”) for final and binding arbitration. In arbitration certain rights that you or we would have in court may not be available, such as discovery or appeal. You and Groupizy are each expressly waiving any right to trial by judge or jury in a court of law. This agreement to arbitrate shall apply regardless of whether the claim arises during or after any termination of this Agreement or your relationship with Groupizy.
9.3 Arbitration Time for Filing. Any claim subject to arbitration must be filed within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.
9.4 Arbitration Procedures. Either party may commence arbitration by filing a written demand for arbitration with JAMS, with a copy to the other party according to the notice procedures in Section 11.2. The arbitration will be conducted in accordance with JAMS Streamlined Arbitration Rules and Procedures and any other applicable rules that JAMS requires (“JAMS Rules”) in effect as of the demand for arbitration. You agree that the U.S. Federal Arbitration Act and federal arbitration law govern the interpretation and enforcement of these arbitration provisions. Any arbitration hearings will take place in Mecklenburg County, North Carolina or elsewhere as required by JAMS Rules. Your responsibility to pay any filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules. The parties will cooperate with JAMS and each other in scheduling the arbitration proceedings, and in selecting one arbitrator from the appropriate JAMS list with substantial experience in resolving intellectual property and contract disputes. The arbitrator shall follow this Agreement and, to the extent permitted by JAMS Rules, can award costs, fees and expenses, including attorneys’ fees to the prevailing party, except that the arbitrator shall not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
9.5 Exceptions. You or Groupizy may assert claims, if they qualify, in small claims court in Mecklenburg County, North Carolina. You or Groupizy may seek injunctive relief from a court of competent jurisdiction in Mecklenburg County, North Carolina as necessary to protect the intellectual property rights of you or Groupizy pending the completion of arbitration. Groupizy may take action in court or arbitration to collect any fees or recover damages for, or to seek injunctive relief relating to, Platform operations, or unauthorized use of our Platform or intellectual property. Nothing in this Section 9 shall diminish Groupizy’s right to modify, suspend or terminate your account or access to our Platform under Section 2.2.
9.6 Arbitration Opt Out. You may decline to resolve disputes through arbitration by emailing us at contactUs@Groupizy.com within 30 days of the date you first agree to this Agreement. Your email must include your full name, residential address, the email address registered to your Groupizy account, and a clear statement that you want to opt out of arbitration. If you opt out according to this process, then Sections 9.2, 9.3, and 9.4 of this Agreement do not apply to you. This opt-out does not affect any other sections of this Agreement, such as Sections 9.5 (Exceptions), 9.7 (Class Action Waiver), 11.5 (Governing Law), 11.6 (Judicial Forum), and 11.7 (Time for Filing). If you elect to opt out of arbitration Groupizy may and will cancel your Account and limit your access to the Platform.
9.7 Class Action Waiver. You agree to resolve disputes with Groupizy on an individual basis. You agree not to bring a claim as a plaintiff or a class member in a class, consolidated or representative action. You are expressly waiving any right to participate in class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations.
10. Intellectual Property
10.1 Intellectual Property of Groupizy. Groupizy trademarks, logos, service marks, and service names are the intellectual property of Groupizy. You agree not to use our intellectual property without our prior written consent.
10.2 Intellectual Property of Others. Groupizy respects the intellectual property of others, and we expect our Members to do the same. We may, in appropriate circumstances and in our discretion, remove or disable access to material that infringes on the intellectual property rights of others. We may also restrict or terminate access to our Platform to those who we believe to be repeat infringers. If you believe your intellectual property rights have been violated, please notify us at email@example.com.
11. Miscellaneous Terms
11.1 Translation. This Agreement was written in English. It may be translated into other languages. If there is any inconsistency between the English version and a translated version, the English language version controls.
11.2 Notices. Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail to Groupizy, Inc., Attn: Legal Department, 16106 Henry Lane, Huntersville, NC or by email to contactUs@Groupizy.com. Any notice to you shall be given to the most current email address in your account or one you have provided us with.
11.3 Entire Agreement. This Agreement, including the Usage and Content Policies, Group Policies, Admin and Leadership Standards, Member Restrictions, Payment Policies, and Trademark Usage Guidelines, constitutes the entire agreement between you and Groupizy, superseding any prior agreements between you and Groupizy on such subject matter.
11.4 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Groupizy is intended or created by this Agreement. A member of the Groupizy Platform is not Groupizy’s representative or agent, and may not enter into an agreement on Groupizy’s behalf.
11.5 Governing Law. This Agreement and the relationship between you and Groupizy shall be governed by the laws of the State of North Carolina without regard to its conflict of laws provisions, except as set forth in Section 9.
11.6 Judicial Forum. If our agreement to arbitrate is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 9.6, you and Groupizy agree that any judicial proceedings (other than small claims actions) must be brought exclusively in the federal or state courts located in Mecklenburg County, North Carolina and you and Groupizy agree to venue and personal jurisdiction in those courts.
11.7 Time for Filing. Any claim not subject to arbitration must be commenced within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.
11.8 Assignment. This Agreement is not assignable, transferable or sub-licensable by you except with Groupizy’s prior written consent, but may be assigned or transferred by us to any affiliate or subsidiary, or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Groupizy’s assets, or similar transaction.
11.9 No Waiver. A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches.
11.10 Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Groupizy nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
11.12 Termination. If we terminate your account or access to our Platform, this Agreement terminates with respect to the member account that has been terminated. However, certain provisions of this Agreement that by their nature shall survive termination, including those terms listed below in Section 11.13 (Survival).
11.13 Survival. Sections 3 (Fees, Payments, and Offers), 4.2 (Content License from You), 4.3 (Privacy), 6 (Release), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 9 (Dispute Resolution), 11.12 (Termination), 11 (Miscellaneous Terms) of this Agreement, and any other provisions necessary to give effect to these provisions, shall survive any termination or expiration of this Agreement.
11.14 Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
11.15 Violations. Please report any violations of this Agreement by a Member, Account Owner or third party by sending an email to contactUs@Groupizy.com.