GROUPER NETWORK TERMS OF USE
Last Updated: April 29, 2024These Grouper Network Terms of Use form a binding agreement (“Terms Agreement”) between Element3 Health, Inc. d/b/a Grouper, a Delaware corporation (“Grouper”) and your organization (the“Group”) (each individually a“Party”, and collectively, the“Parties”). This Terms Agreement governs the relationship between Group and Grouper and becomes effective when Group accepts these Terms (“Effective Date”).
Group wishes to be part of the network of groups, clubs, and associations identified by Grouper that offer certain social activities (“Grouper Network”) and make their activities available to members. Through participation in the Grouper Network, certain Tools, Content, and Offerings (as each is defined below) are made available to groups, clubs, and associations to support members who are eligible for the benefit administered by Grouper. Grouper will allow Group to join the Grouper Network and access the Tools, Content, and Offerings subject to adherence to this Agreement. Now therefore, in consideration of the mutual promises and consideration set forth herein, the sufficiency of which is acknowledged, the Parties agree as follows:
- Definitions.
“Content” means text, graphics, images, illustrations, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Grouper Network. Content includes, without limitation, User Content.
“Effective Date” means the date on which Group accepts this Terms Agreement, including through electronic acceptance on Grouper’s website.
“Group Member” means any individual or entity in that has become an active member of the Group.
“Tools” means the set of documents, templates, applications, platforms, websites, articles, materials, and other files that Grouper makes available to Grouper Network members (including groups).
“Offerings” means any services, programming, and other resources made available by Grouper or as part of the Grouper Network.
“User Content” means any content that the Group or members of the Group provide to be made available through the Grouper Network.
2. Ownership, Limited License & Restrictions
2.1 Ownership. The Grouper Network, Tools, Content, and Offerings are the exclusive property of Grouper, and Grouper shall at all times retain all right, title, interest and ownership in the Grouper Network, Tools, Content, and Offerings including without limitation all worldwide Intellectual Property Rights therein and all updates, upgrades, enhancements, modifications and derivative works thereto created by or for Grouper, are the exclusive property of Grouper. Grouper may alter, modify, update, enhance, change, remove, delete or suspend any Tools, Content, Offerings or Grouper Network, or part thereof, at any time in its sole discretion without notice to Group.
2.2 License Grant. Subject to the Group’s compliance with this Terms Agreement, Grouper grants the Group a limited, non-transferable, non-exclusive, revocable license to access and use the Tools, Content, and Offerings for its own non-commercial purposes. This license is granted to the Group and may not be assigned or sublicensed to anyone else other than the Group.
2.3 Restrictions. Group may not and may not direct or knowingly permit any third party to, disclose all or any portion of the Tools, Content or Offerings to any third party other than Group Members. The Group will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Tools or Content, nor will the Group take any measures to interfere with or damage the Grouper Network or the Offerings. All rights not expressly granted by Grouper in this Agreement are reserved.
3. Membership Rights and Obligations.3.1 Compliance with Policies. The Group agrees to abide by, and shall have all applicable rights and obligations as set forth in Grouper’s Privacy Policy (https://hellogrouper.com/privacy-policy/), Community Guidelines (https://hellogrouper.com/community-guidelines/) and any and all additional policies and procedures adopted by Grouper and made available, as may be amended from time to time.
3.2 Publicity. The Group shall not make any public announcement regarding the Grouper Network or the execution of this Agreement or any of its terms or content without the prior written consent of Grouper.
3.3 User Content. Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. The Group represents that all User Content submitted by or on behalf of the Group or any Group Member is accurate, complete, up-to-date, and in compliance with this Agreement and with all applicable laws, rules and regulations. The Group acknowledges that all Tools, Content, and Offerings, including User Content, accessed by the Group using the Grouper Network is at its own risk and the Group will be solely responsible for any damage or loss to the Group or any Group Member resulting therefrom. To the full extent permitted by law, Grouper makes no representations, warranties or guarantees with respect to the Tools, Content, or Offerings that the Group accesses on or through the Grouper Network.
4. General Prohibitions4.1 The Group agrees not to do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, abuse, bullying or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity; (vii) exploits minors (viii) promotes illegal or harmful activities or substances or (ix) is otherwise deemed by Grouper in its sole discretion as inconsistent with Grouper’s mission, vision or values;
(b) Use, display, mirror or frame the Grouper Network or any element within or part of the Grouper Network or Tools, Grouper’s name, any Grouper trademark, logo or other proprietary information, or the layout and design of any page or form contained in the Content, Tools or Offerings, without Grouper’s express written consent;
(c) Access, tamper with, or use non-member areas of the Grouper Network;
(d) Attempt to probe, scan or test the vulnerability of Tools, any Grouper system, platform, or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble, overcome or otherwise circumvent any technological measure implemented by Grouper or any of Grouper’s providers or any other third party (including another user) to protect the Grouper Network, Tools, Content or Offerings;
(f) Attempt to access, scrape or search the Grouper Network, Tools, Content or Offerings or download Tools, Content, or Offerings or any part of the Grouper Network, including through the use of any engine, software, tool, agent, scripts, device or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by Grouper or other generally available third-party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(h) Use the Grouper Network, Tools, Content, or Offerings or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement or permitted expressly in writing by Grouper;
(i) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Grouper Network, Tools, Content or Offerings;
(j) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Grouper Network, Tools, Content or Offerings;
(k) Collect or store any personally identifiable information from the Grouper Network from users without such user’s permission; provided, however, that the Group may collect or store information pursuant to its own arrangements with its own Group members;
(l) Violatble law or regulation;
(m) use the Grouper Network, Tools, Content or Offerings in any unlawful manner or in any other manner that could damage, disable, overburden, impair or compromise the Grouper Network, Tools, Content or Offerings; or
(n) Encourage or enable any other individual to do any of the foregoing:
Although it is not obligated to do so, Grouper may monitor access to or use of the Grouper Network, Tools, Content or Offerings for the purpose of operating its business, to ensure compliance with this Terms Agreement, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of Grouper. Grouper reserves the right, but is not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if Grouper, in its sole discretion, considers any Content to be objectionable or in violation of this Terms Agreement.
5. Group Member Information & Reporting.5.1. Group Member Information. In connection with operation of its business and/or the administration of the benefits it provides, Grouper may, from time to time, provide to Group certain data and information, including personally identifiable information (“PII”). Group will use such information only as permitted by this Agreement, will refrain from disclosing such information to any third party, and will take reasonable precautions to protect and safeguard the confidentiality of the PII with at least the same degree of care as the Group would use to protect its own confidential information but in no event with less than a commercially reasonable degree of care.
5.2 Reporting. In connection with operation of its business and/or the administration of the benefits it provides, Grouper may, from time to time, request that Group provide information or reports concerning monthly or periodic Group Member participation in activity, events, or meetings. Group will use reasonable efforts to provide such information in a timely and reliable manner and otherwise cooperate with efforts by Grouper to confirm and validate such Group member activity, including without limitation by facilitating contact between Grouper and Group Members.
6. Warranties.6.1 Mutual Warranties. Each Party represents and warrants that (i) it has full power and authority to enter into this Agreement, (ii) the execution of this Agreement by a Party will not violate, or conflict in any way with, the terms and conditions of any other agreement previously entered into by such Party, and (iii) the person signing this Terms Agreement on such Party’s behalf has been duly authorized and empowered to enter into this Terms Agreement.
6.2 Warranty Disclaimer. THE GROUP’S USE OF THE GROUPER NETWORK, CONTENT, TOOLS OR ANY OFFERINGS OR ITEMS OBTAINED THROUGH THE GROUPER NETWORK IS AT ITS OWN RISK. THE GROUPER NETWORK, TOOLS, CONTENT, AND OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GROUPER NOR ANY PERSON ASSOCIATED WITH GROUPER MAKES ANY WARRANTY, GUARANTEE, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE GROUPER NETWORK, TOOLS, CONTENT, OFFERINGS OR ITEMS OBTAIN THEIR THE GROUPER NETWORK. WITHOUT LIMITING THE FOREGOING, NEITHER GROUPER NOR ANYONE ASSOCIATED WITH GROUPER REPRESENTS OR WARRANTS THAT THE GROUPER NETWORK, TOOLS, CONTENT, OR ANY OFFERING OR ITEMS OBTAINED THROUGH THE GROUPER NETWORK WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE GROUPER NETWORK OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE GROUPER NETWORK OR ANY GROUPER NETWORK OR ITEMS OBTAINED THROUGH THE GROUPER NETWORK WILL OTHERWISE MEET THE GROUP’S NEEDS OR EXPECTATIONS. GROUPER EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE GROUPER NETWORK, TOOLS, CONTENT, OFFERINGS AND ITEMS OBTAINED THROUGH THE GROUPER NETWORK, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GROUPER, ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY DISCLAIMED IN THIS SECTION.
7. Limitation of Liability.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLAR OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, HOWEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM IN WHICH SUCH CLAIMS ARE BASED (WHETHER IN CONTRACT, TORT, OR OTHERWISE) AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, GROUPER’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8. Release & Indemnity.Group acknowledges and agrees that it is solely responsible for its own conduct including without limitation activities it conducts, makes available, or offers to its members. Group acknowledges and agrees that Grouper does not control such activities nor shall Grouper have any liability related to such activities. Group further agrees to indemnify, defend, and hold harmless Grouper and its officers, directors, shareholders, parents, affiliates, employees, agents, subsidiaries, contractors, assigns, users, customers, providers, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result or arising in any manner from: (1) any Group activities or offerings, (2) Group’s use of the Grouper Network, Tools, Content or Offerings, (3) Group’s breach of any provision of this Agreement; and (4) Group’s violation of any law, statute, ordinance, or regulation, or the rights of a third party. Grouper will provide you with notice of any such claim or allegation, and Grouper will have the right to participate in the defense of any such claim at its expense.
9. Intellectual Property.9.1 The Group acknowledges that the Grouper Network contains Content, Tools, and Offerings that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Grouper generated Content, Tools, Offerings and any other materials or information provided to Grouper by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions; further, as between the Group and Grouper, Grouper owns a copyright in the selection, coordination, arrangement and enhancement of all Content, Tools, Offerings and any other materials or information in the Grouper Network. Subject to the Group’s compliance with this Terms Agreement, and solely for so long as the Group is permitted by Grouper to access and use the Grouper Network, Grouper hereby grants the Group a limited, revocable, non-exclusive, non-transferable right and license to access and use the Content, Tools, and Offerings and other materials or information made available on the Grouper Network for the Group’s personal, non-commercial use of the Grouper Network and for no other purpose whatsoever. Unless otherwise specified, copying or modifying any Content, Tools, or Offerings or using such Content, Tools, or Offerings for any purpose other than the Group’s non-commercial use of the Grouper Network, is strictly prohibited.
9.2 The Grouper name, logos and affiliated properties, Tools, Content, Offerings, designs and marks are the exclusive property of Grouper, whether registered or unregistered, and may not be used in connection with any product or service, or in any manner that is likely to cause confusion as an endorsement, affiliation or sponsorship of any person, product or service. Nothing contained on or provided as part of the Grouper Network should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Grouper trade names, trademarks or other intellectual property without Grouper’s express prior written consent.
10. Term and Termination.10.1 Term. This Terms Agreement will begin on the Effective Date and will continue until terminated as set forth below (the “Term”).
10.2 Termination. Either Party may terminate the Agreement at any time, in that party’s sole discretion, upon notice to the other party as contemplated by this Agreement. Grouper reserves the right to immediately suspend or terminate the Group’s access to any of the Grouper Network, Tools, Content, and Offerings for any reason or no reason. Grouper also reserves the right to remove the Group’s account information or data from the Grouper Network and any other records at any time at its sole discretion.
10.3 Effect of Termination.
(a) Upon termination of this Agreement for any reason (i) all license rights granted to the Group in this Agreement will immediately cease, (ii) the Group will promptly discontinue all further use and distribution of the Tools and Content, and (iii) the Group will destroy all copies of the Tools and Content in its possession or control. Grouper shall also be permitted to disable, suspend or terminate Group’s participation in the Grouper Network, as well as its access to and use of Content, Tools, and Offerings.
(b) The rights and obligations of the Parties contained in Sections 2.1 (Ownership), 4 (General Prohibitions), 5 (Group Member Information & Reporting), 6.2 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Release & Indemnity), 9 (intellectual Property), 10.2 (Termination), 10.3 (Effect of Termination), and 11 (General) will survive termination of this Agreement.
11. General.11.1 Relationship of the Parties. The Parties are independent contractors, not agents, employees or joint venturers in any way. Nothing herein shall authorize or be interpreted to authorize either party to bind or enter into any obligations, contracts or arrangements on behalf of the other party. Each Party shall be responsible for all expenses incurred by it in the course of exercising any right or complying with any responsibility under this Agreement.
11.2 Assignment. The Group shall not, in whole or part, assign or transfer any part of this Agreement or any rights hereunder without the prior written consent of Grouper. Any attempted transfer or assignment by that is not permitted by this Terms Agreement shall be null and void. Grouper may assign or transfer this Agreement in its sole discretion, including to any successor in interest.
11.3 Notices. Any notices required or allowed under this Agreement will be provided to Grouper by courier or postal mail to the address for Grouper listed on its website. A courtesy copy of the notice must also be sent to info@hellogrouper.com. Grouper may provide you with any notices required or allowed under this Terms Agreement by sending you an email to any email address you provide to Grouper or by notifying you by courier or postal mail at the address you have provided to Grouper or is otherwise listed on Group’s website.
11.4 Governing Law & Dispute Resolution. This Terms Agreement shall be construed and controlled by the laws of the Commonwealth of Massachusetts without reference to conflict of laws principles. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth herein. First, parties will attempt to resolve any Dispute through informal business negotiations. If any Dispute cannot be resolved informally through negotiations between the parties within 30 days of notice from one party to the other of the Dispute, then at the request of either party such Dispute will be finally settled through binding confidential arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules, and the commencing party shall be responsible for the filing fees associated with commencing arbitration. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in English at a site specified by Grouper in Boston, Massachusetts. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Notwithstanding the requirement to engage in binding confidential arbitration, if Group has in any manner violated or threatened to violate Grouper’s intellectual property rights, Grouper may seek injunctive or other appropriate relief in any state or federal court in the Commonwealth of Massachusetts. Group consents to the personal jurisdiction and venue of such state or federal court for any such action or lawsuit and waive your right to object to the personal jurisdiction or venue.
11.5 Compliance with Laws. Each Party will at all times comply with all applicable laws, rules, regulations and governmental orders, now or hereafter in effect, relating to its performance of this Agreement. Group is solely responsible to maintain all applicable licenses, registrations, certifications and other requirements needed to operate the Group.
11.6 Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
11.7 Modification. Grouper may update and modify this Terms Agreement at any time, in its sole discretion, by posting the updated Terms Agreement (as indicated by a revised “Last Updated” date) on the Grouper website. Modifications will be effective on the date that they are posted on the website. If the Group continues to use the Grouper Network, Tools, Content or Offerings after Grouper has posted an updated Agreement, then the Group agrees to be bound by the updated Agreement.
11.8 Entire Terms Agreement; No Waiver. This Agreement constitutes the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.