Terms of Service
1. AGREEMENT TO TERMS
of an entity (“you”) and Gruups ("Company," “we," “us," or “our”), concerning your access to and use of
the https://gruups.com website as well as any other media form, media channel, mobile website or mobile
application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered
in __________, United States and have our registered office at __________, __________. You agree that by
THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby
expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or
each such change. Please ensure that you check the applicable Terms every time you use our Site so that you
understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to
The information provided on the Site is not intended for distribution to or use by any person or entity in any
jurisdiction or country where such distribution or use would be contrary to law or regulation or which would
subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who
choose to access the Site from other locations do so on their own initiative and are solely responsible for
compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and
Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions
would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would
violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or
register for the Site.
2. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality,
software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”)
and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or
licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights
and unfair competition laws of the United States, international copyright laws, and international conventions.
The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except
reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted,
distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express
prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and
to download or print a copy of any portion of the Content to which you have properly gained access solely for
your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the
Content and the Marks.
3. USER REPRESENTATIONS
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 2/11
By using the Site, you represent and warrant that: (1) all registration information you submit will be true,
accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update
such registration information as necessary; (3) you have the legal capacity and you agree to comply with these
through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the
Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to
suspend or terminate your account and refuse any and all current or future use of the Site (or any portion
4. USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be
responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a
username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or
5. PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The
Site may not be used in connection with any commercial endeavors except those that are specifically endorsed
or approved by us.
As a user of the Site, you agree not to:
Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a
collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information
such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that
prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the
Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Site in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Site.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including
excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any
party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the
use, features, functions, operation, or maintenance of the Site.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using
any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 3/11
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active
information collection or transmission mechanism, including without limitation, clear graphics interchange
formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or
“passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the
Site to you.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the
software comprising or in any way making up a part of the Site.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or
distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline
reader that accesses the Site, or using or launching any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Site.
Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by
electronic or other means for the purpose of sending unsolicited email, or creating user accounts by
automated means or under false pretenses.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any
revenue-generating endeavor or commercial enterprise.
6. USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other
functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform,
publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text,
writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material
(collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party
websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary.
When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or
copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the
copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions
to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner
You have the written consent, release, and/or permission of each and every identifiable individual person in
your Contributions to use the name or likeness of each and every such identifiable individual person to enable
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes,
chain letters, spam, mass mailings, or other forms of solicitation.
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 4/11
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or
otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and
to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to
protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender,
sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of
Use, or any applicable law or regulation.
things, termination or suspension of your rights to use the Site.
7. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site or making Contributions accessible to the Site by linking your
account from the Site to any of your social networking accounts, you automatically grant, and you represent and
warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive,
transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell,
resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate,
transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image
and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or
incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use
and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our
use of your name, company name, and franchise name, as applicable, and any of the trademarks, service
marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in
your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions
and any intellectual property rights or other proprietary rights associated with your Contributions. We are not
liable for any statements or representations in your Contributions provided by you in any area on the Site. You
are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and
all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any
Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site;
and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no
obligation to monitor your Contributions.
8. GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply
with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2)
your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 5/11
reviews should not contain discriminatory references based on religion, race, gender, national origin, age,
marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity;
(5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any
conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you
may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen
reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not
endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.
We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By
posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid,
assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display,
perform, and/or distribute all content relating to reviews.
9. MOBILE APPLICATION LICENSE
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable,
limited right to install and use the mobile application on wireless electronic devices owned or controlled by you,
and to access and use the mobile application on such devices strictly in accordance with the terms and
permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or
decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or
derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your
access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of
copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue
generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make
the application available over a network or other environment permitting access or use by multiple devices or
users at the same time; (7) use the application for creating a product, service, or software that is, directly or
indirectly, competitive with or in any way a substitute for the application; (8) use the application to send
automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary
information or any of our interfaces or our other intellectual property in the design, development, manufacture,
licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google
Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is
limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android
operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App
Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with
respect to the mobile application as specified in the terms and conditions of this mobile application license
App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to
the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable
warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms
and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent
permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect
to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to
a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting”
country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must
comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a
VoIP application, then you must not be in violation of their wireless data service agreement when using the
mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of
Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 6/11
10. SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts you have with third-party
service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account
login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under
the applicable terms and conditions that govern your use of each Third-Party Account. You represent and
warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access
to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of
the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage
limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any
Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any
content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that
it is available on and through the Site via your account, including without limitation any friend lists and (2) we
may submit to and receive from your Third-Party Account additional information to the extent you are notified
when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose
and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable
information that you post to your Third-Party Accounts may be available on and through your account on the
Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such
Third Party Account is terminated by the third-party service provider, then Social Network Content may no
longer be available on and through the Site. You will have the ability to disable the connection between your
account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP
WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS
GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We
make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy,
legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and
agree that we may access your email address book associated with a Third-Party Account and your contacts
list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those
contacts who have also registered to use the Site. You can deactivate the connection between the Site and your
Third-Party Account by contacting us using the contact information below or through your account settings (if
applicable). We will attempt to delete any information stored on our servers that was obtained through such
Third-Party Account, except the username and profile picture that become associated with your account.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information
regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole
property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise,
without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions,
and you hereby warrant that any such Submissions are original with you or that you have the right to submit
such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or
misappropriation of any proprietary right in your Submissions.
12. THIRD-PARTY WEBSITE AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well
as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications,
software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such
Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy,
appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 7/11
through the Site or any Third-Party Content posted on, available through, or installed from the Site, including
the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in
the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation
of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.
If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content,
the applicable terms and policies, including privacy and data gathering practices, of any website to which you
navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make
through Third-Party Websites will be through other websites and from other companies, and we take no
responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable
third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party
Websites and you shall hold us harmless from any harm caused by your purchase of such products or services.
Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or
resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
We allow advertisers to display their advertisements and other information in certain areas of the Site, such as
sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for
any advertisements you place on the Site and any services provided on the Site or products sold through those
advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to
place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and
contractual rights. We simply provide the space to place such advertisements, and we have no other relationship
14. SITE MANAGEMENT
including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and
without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically
feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice,
or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in
any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our
rights and property and to facilitate the proper functioning of the Site.
We care about data privacy and security. Please review our Privacy
access the Site from any other region of the world with laws or other requirements governing personal data
collection, use, or disclosure that differ from applicable laws in the United States, then through your continued
use of the Site, you are transferring your data to the United States, and you agree to have your data transferred
to and processed in the United States.
16. TERM AND TERMINATION
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 8/11
DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE
(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO
REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY,
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR
ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT
WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new
account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting
on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take
appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
17. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our
sole discretion without notice. However, we have no obligation to update any information on our Site. We also
reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to
you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other
problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for
any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or
inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the
supply any corrections, updates, or releases in connection therewith.
18. GOVERNING LAW
State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without
regard to its conflict of law principles.
19. DISPUTE RESOLUTION
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes
expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND
THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY
TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the
American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for
Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA
website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the
AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be
conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision
in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow
applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by
the applicable AAA rules or applicable law, the arbitration will take place in Palm Beach, Florida. Except as otherwise
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 9/11
provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or
prosecuted in the state and federal courts located in __________, and the Parties hereby consent to, and waive all
defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in
such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling
within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court
of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full
extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or
authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c)
there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of
the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding
arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual
property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of
privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision
found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction
within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE
SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY
LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND
YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO
WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S
CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO
LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT
AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR
USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR
FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 10/11
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR
OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND
INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE
MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY
THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION
FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY
WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND
EXERCISE CAUTION WHERE APPROPRIATE.
22. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR
PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER
DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our
respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or
demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out
including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the
Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your
expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to
notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming
aware of it.
24. USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the
Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you
are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the
Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby
waive any right of action against us arising from any such loss or corruption of such data.
25. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You
consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and
other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement
that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,
CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,
POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in
12/9/21, 11:35 PM Termly
https://app.termly.io/builder/websites/08bff990-345a-4b8b-a05b-7f3d340c4cd2/documents/1563896/Final Details/Version Date 11/11
any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than electronic means.
26. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market
Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any
Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to
others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by
determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable
no joint venture, partnership, employment or agency relationship created between you and us as a result of
virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic