GROUPER MEMBER TERMS OF SERVICE

Last Updated:  April 29, 2024

These Member Terms of Service (“Terms”) form a binding agreement (“Agreement”) between you (“you” and “your”) and Element3 Health, Inc. d/b/a Grouper, a Delaware corporation with its principal office at 501 Boylston Street, Boston, MA 02116, on behalf of itself and its corporate subsidiaries (collectively, “Grouper,” “we,” “us,” or “our”).  These Terms govern the relationship between you and Grouper and become effective when You first accept these Terms, including through electronic acceptance through Grouper’s website.

Grouper makes available to registered users (“Members”) certain products such as its website and other platforms (“Platform”), as well as services such as connection to a network of activity groups, resources, and programming (“Offerings”).  Grouper will allow you to become a Member and access and use its Platform and Offerings for your own personal use, subject to these Terms. 

PLEASE READ THIS AGREEMENT CAREFULLY AND IN FULL.  YOUR USE OF THE PLATFORM AND OFFERINGS IS SUBJECT TO YOUR COMPLIANCE WITH THIS AGREEMENT.  BY ACCESSING OR USING THE PLATFORM OR OFFERINGS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE PLATFORM OR OFFERINGS. 

BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING CERTAIN RIGHTS.  IN PARTICULAR, THIS AGREEMENT CONTAINS A GENERAL WAIVER AND RELEASE OF LIABILITY, AS WELL AS PROVISIONS PROVIDING FOR MANDATORY BINDING ARBITRATION AND WAIVER OF JURY TRIALS, WHICH LIMIT YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. 

ELIGIBILITY. You must be at least 18 years of age to use the Platform and all Offerings. Additional eligibility requirements may apply for individuals accessing various social groups, clubs, or associations (“Groups”) as set by the Groups or participating in Offerings.  If you do not meet the eligibility requirements, you are not permitted to become a Member or access or use the Platform or Offerings.  Even if you do become a Member, if you do not meet the eligibility requirements for any individual Group or Offerings, you may not join those Groups or access or use those Offerings. 

YOUR ACCOUNT.

Your Account. Before you can become a Member, you will be required to establish an account on the Platform (your “Account”). All Accounts are issued at the sole discretion of Grouper. 

Account ID. Your Account (and any username and password (“Account ID”) for your Account) are for your own personal use and may not be shared with someone else. Protect the security and confidentiality of your Account ID at all times and notify Grouper immediately if any Account ID is lost, stolen or otherwise compromised. You may not use anyone else’s Account ID or create an Account ID that Grouper deems offensive, misleading or harmful.

You are solely responsible for your Account and all use of the Platform and any Offerings through your Account. You are fully responsible for all actions taken through your Account (or using your Account ID) and for any liabilities and damages incurred through the use of your Account (or your Account ID), whether lawful or unlawful. 

In connection with establishing your Account and accessing the Platform, you will be asked to submit certain information about yourself (“Registration Information”). You agree that all Registration Information you provide will be true and complete to the best of your knowledge and that you will keep your Registration Information up-to-date.

PLATFORM & OFFERINGS. Subject to your compliance with this Agreement, during the term of this Agreement, Grouper will permit you to access the Platform and the Offerings.

Use of the Platform & Offerings. You may use the Platform and Offerings only for your individual and personal use, and are solely responsible for your own use of the Platform and Offerings.

Interactions with Other Members. The Platform and Offerings may allow you to link, connect, interact, and communicate with other Members. By linking, connecting, interacting, or communicating with other Members, you are agreeing to such activities and to allowing those other Members to link, connect, interact, and communicate directly with you.  You are solely responsible for all communications between you and any other Member through the Platform and Offerings.

Use of Content. The Platform and Offerings may include a variety of information, data, and content, such as text, audio, video, photographs, illustrations and graphics and any other materials that are posted, generated, provided or otherwise made available (“Content”). All Content is for informational purposes only.  Grouper is not responsible for any errors or omissions in any Content. Grouper provides no guarantees or warranties about the Content whatsoever, including without limitation its accuracy, completeness, or fitness for a particular purpose.  For clarity and avoidance of doubt, no Content is intended to be for the purpose of providing medical advice, diagnosis, or treatment planning.  Contact your health care provider for any questions concerning your health, appropriateness or fitness for a particular activity, or diagnosis and treatment planning. 

Third Party Offerings. The Platform may provide you with access to sites, information and offerings provided by third parties (“Third Party Offerings”). Grouper does not operate or control Third Party Offerings.  If you decide to access any of the Third Party Offerings, you do so at your own risk and assume all liability and responsibility associated with such access and use. You agree that Grouper will have no responsibility or liability for your access or use of any Third Party Offerings. 

Technology & Ownership.  Grouper retains all right, title and interest, including all intellectual property rights, in and to the Platform, Offerings, Content, as well as all software, databases, hardware, software code, underlying data, data structure and architecture and other technology used by or on behalf of Grouper to operate the Platform and Offerings (“Technology”), including any additions, improvements, updates and modifications thereto (collectively, “Grouper Property”).  You receive no ownership interest in or to the Grouper Property and you are not granted any right, title, interest or license to use the Grouper Property itself, apart from your ability to access the Platform, Offerings, and Content under this Agreement.  The Grouper name, logo and all product and service names associated with the Platform, Offerings, and Content belong to Grouper, may be trademarks of Grouper, and you are granted no right or license to use them. 

You will not, and will not permit any third party to: (1) access or use the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, impair or compromise the Technology; (3) use automated scripts or other technology to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decipher, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; or (8) interfere with the operation or hosting of the Technology. 

Additional Restrictions. At all times you are prohibited from using the Platform or Offerings in any way that violates law or promotes illegal activity, gives rise to liability, threatens violence, is defamatory, harassing, abusive, vulgar, pornographic, offensive, harmful, or otherwise deemed by Grouper in its sole discretion to be inconsistent with its mission, vision or values.

Modifications.  Grouper may modify the Platform or Offerings at any time in its sole discretion, with or without notice. 

GROUPS.

Access to Groups. The Groups available to you through the Platform or Offerings are at the sole discretion of Grouper and those Groups. We do not guarantee that the Platform or Offerings will provide you with access to any specific Groups.  The Groups available, or your ability to access and participate in those Groups, may change at any time, with or without notice, and changes are effective when made.

Group Requirements. The requirements for participation in any Group, which may include eligibility requirements and/or specific terms and conditions for participation, are set solely by each Group and may change at any time in the discretion of each Group. We do not guarantee that you will meet the requirements for participation in any Group.  You are solely responsible for understanding and agreeing to any such Group requirements.  Group requirements do not alter these Terms in any way.

Participation in Groups. Your decision to participate in any Group is at your sole discretion and entirely voluntary. We make no representations or warranties whatsoever concerning the Group, their activities, their statements or their interactions with you, including without limitation their fitness for a particular purpose or accuracy.  Except for Groups that may be owned and operated under the Grouper brand, Grouper does not monitor or control any activities undertaken by the Groups.

RELEASE OF LIABILITY. 

General Release. You acknowledge that some Group activities may present inherent dangers, such as the risk of illness, bodily injury, disability, or death. By participating in any Group activity you acknowledge and agree that you have freely chosen to assume these risks.  To the fullest extent permitted by law, on behalf of yourself and your heirs, estate, or any other person or entity that could or may make a claim by or through you or on your behalf, you agree to and hereby do fully and forever release and discharge Grouper and its officers, directors, shareholders, agents, employees, consultants, parent entities, affiliates, subsidiaries, sponsors, successors and assigns (“Grouper Parties”) from any and all rights, claims, demands, liabilities, obligations, causes of action, suits, injuries, debts, liabilities, or damages of whatever nature or kind, whether absolute or contingent, direct or indirect, known or unknown, (collectively, “Claims”), arising out of or in any way connected with your participation in or interactions with any Groups, including your participation in any Group activities and any dues, fees, or other amounts incurred associated therewith. 

Waiver of California Civil Code Section 1542. The following additional waiver shall apply if applicable: Each party understands that this Agreement releases any and all claims against the Grouper Parties for Claims that you may have suffered in connection your participation in or interactions with any Groups, whether or not those injuries or damages are apparent or foreseeable at the present time.  You acknowledge that you may hereafter discover facts in addition to or different from those which you now know or believe to be true with respect to the subject matter of this Agreement, but that you intend to and do hereby fully, finally, and forever settle, release, and discharge all Claims without regard to the subsequent discovery or existence of different or additional facts.  You expressly waive the provisions of California Civil Code Section 1542 (and any similar law in California or any other jurisdiction), which provides:  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 

BENEFITS. Your health insurance provider (“Plan”) may, as part of your Plan benefits, undertake to provide certain payments to you in connection with certain activities you engage in with Groups, through the Platform or as part of the Offerings (“Benefits”). Any Benefits available to you are established solely by your Plan in its sole discretion.  We do not guarantee or commit that you will be eligible for or receive any Benefits.  The Benefits available to you may change at any time, with or without notice.  You agree to provide all necessary information and cooperation we may request to support the administration of the Benefits, including without limitation timely reporting your participation and/or activity in any Groups or any decision by you to stop participation, as well as responding to surveys and questionnaires provided to you by Grouper related to your experience as a Member. You acknowledge and agree that any obligation to make payment in connection with any Benefits is also contingent upon you meeting all other requirements for those Benefits.  We may suspend or terminate any payment under any Benefit at any time, with or without notice, and without liability, if you fail to provide such reasonable communication and cooperation or fail to meet any other requirements for that Benefit. 

YOUR INFORMATION. In connection with your access to and use of the Platform and Offerings and your participation in any Groups, Grouper may collect and obtain certain information about you, including personally identifiable information (such as name, address, date of birth, health plan information, telephone number, email address, etc.), Registration Information, as well as information concerning the activities and groups you participate in (collectively, “Your Information”). We do not sell, rent or share Your Information with advertisers or marketing entities.  You understand that we use and disclose Your Information as described herein and in the Grouper Privacy Policy available on the hellogrouper.com website.  In addition to the permissions and consents granted to Grouper under the Grouper Privacy Policy, you agree and consent to Grouper using Your Information to:

1. Provide services to you;
2. Connect you with Groups;
3. Contact and interact with Groups on your behalf or about your membership with us;
4. Fulfill your requests and facilitate your participation in Groups;
5. Provide you with access to eligible Benefits;
6. Contact and interact with your Plan(s) to facilitate your Benefits, including for reimbursement or payment purposes;
7. Otherwise provide the Offerings to you;
8. Provide notices and communications to you regarding Grouper, the Platform, Offerings, and Groups;
9. Analyze and improve our Platform, Offerings, and business operations and services;
10. Comply with applicable law or any court order or legal process, including to respond to a government or regulatory request; and 
11. As we believe necessary or appropriate to protect the rights, property, or safety of Grouper, our Members, or any Groups, Providers or third-parties. 

You understand that we may collect Your Information directly from you as well as from Groups, your Provider(s), and other third party sources.  You agree that we may disclose Your Information to your Plan(s), our subsidiaries and affiliates, our agents, contractors and third-party service providers, and other third parties we use to support our business operations and administration of the Benefit (provided those third parties are bound by obligations to use Your Information only for the purposes for which we disclose it to them).  You also agree that we may disclose Your Information to Groups in order to help identify social activities and Offerings in which you might be interested or to help connect you to Groups and Offerings available under your Benefit.  You agree we may also use and disclose Your Information to any other individual or entity for any other purpose for which you provide your permission or consent. 

COMMUNICATIONS.  You agree that we may communicate with you through the Platform or through other means, including through any email address or telephone number you provide to us.  By providing your email address or telephone number to us, you expressly consent to receive communications from us through that email address or telephone number relating to Grouper, the Platform, Offerings, Groups, Benefits, and your Provider(s).  Communications may include emails, text messages (SMS and MMS), telephone calls, and voice messages.  The content of these communications may include informational, advertising, or marketing communications, including, from or on behalf of Grouper or any Group or Provider.  You authorize us to send these communications using automated means, including automatic telephone dialing systems, and/or using any system using artificial or prerecorded voice messages. You understand that the frequency of communications may vary and that message and data rates may apply. You understand that your consent is not a condition for any Offering.   

TERM.  This Agreement is effective as of the date You accept the Terms and will continue until terminated as set forth below.

TERMINATION. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as contemplated under this Agreement. Upon termination of this Agreement for any reason: (1) all rights granted to you under this Agreement will terminate; (2) you will immediately cease all use of and access to the Platform and all Offerings; (3) Grouper may disable, suspend or terminate your Account on the Platform.  The following sections of this Agreement will survive termination of this Agreement for any reason: Release of Liability, Your Information, Termination, Disclaimers, Indemnity, Limitation on Liability, Dispute Resolution, Governing Law, Notices, Assignment, Force Majeure, and Additional Terms. 

SUSPENSION. Without limiting Grouper’s right to terminate this Agreement, Grouper may also suspend, disable or terminate your access to your Account, the Platform, and the Offerings and Content (including your Member Content), with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Grouper to be inappropriate, harmful, or detrimental to the Platform, Offerings, Content, Grouper or any Grouper provider, any other Member, or any third party. 

CLAIMS OF INFRINGEMENT UNDER DIGITAL MILLENIUM COPYRIGHT ACT.  Grouper respects the intellectual property rights of others.  You may not post, store, or disseminate any content or material on or through the Platform in any manner that constitutes infringement on any third parties’ intellectual property rights. If you believe in good faith that your copyrighted work has been reproduced on the Platform without your authorization in a way that constitutes copyright infringement, notify our designated copyright agent by mail:

Element3 Health, Inc. d/b/a Grouper
Attn: Copyright Infringement Agent
501 Boylston Street, 10th floor, Boston, MA 02116

Provide the following information to the Agent: (1) the identity of the infringed work and the allegedly infringing work; (2) your name, address, daytime phone number, and email; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, owner’s agent, or law; (4) a statement, under the penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature. 

AUTHORITY. You acknowledge that You have the legal right and authority to enter into this Agreement and to provide Your Information.

DISCLAIMERS. THE PLATFORM, OFFERINGS, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GROUPER AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY OFFERINGS OR CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM OR ANY OFFERING OR BY ANY GROUP.  GROUPER EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, OFFERINGS, AND CONTENT, AS WELL AS ANY GROUP, GROUP ACTIVITIES OR YOUR DEALINGS WITH ANY GROUPS OR OTHER THIRD PARTIES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION 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, OR ITS AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY DISCLAIMED IN THIS SECTION. 

INDEMNITY. You covenant and agree 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) your access to or use of the Platform, Offerings or Content; (2) any Group or your participation in any Group or any Group activities; (3) your breach of any provision of this Agreement; and (4) your 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. 

LIMITATION ON LIABILITY. GROUPER AND ITS AFFILIATES AND SUBSIDIARIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, OFFERINGS, CONTENT, ANY GROUP, GROUP ACTIVITIES OR YOUR DEALINGS WITH ANY GROUP OR ANY OTHER THIRD PARTIES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, EVEN IF GROUPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. GROUPER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL ACCESS TO AND USE OF THE PLATFORM, OFFERINGS, CONTENT, AS WELL AS ANY GROUP, GROUP ACTIVITIES OR YOUR DEALINGS WITH ANY GROUP OR ANY OTHER THIRD PARTIES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100.  YOU AGREE THAT GROUPER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  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. 

FEEDBACK. Any information, content, or materials you provide to us, including through the Platform, such as any feedback, comments, or suggestions relating to the use, operation, performance, functionality, or features of the Platform, Offerings, or Content (“Feedback”) is entirely voluntary. You agree that we are free to use any Feedback as we see fit and without any notice, payment, or other obligation to you. 

DISPUTE RESOLUTION.

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 in this Section.

Binding Arbitration. 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 (the “Initial Period”) 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. 

Exception to Binding Arbitration.  Notwithstanding the requirement to engage in binding confidential arbitration, you agree that if you have 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.  You consent 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.

Waiver of Collective Action. YOU AGREE THAT YOU WILL PURSUE ANY CLAIM OR SUIT RELATED TO ANY DISPUTE ARISING FROM OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PLATFORM, CONTENT, OR OFFERINGS, OR YOUR USE THEREOF, AS AN INDIVIDUAL, AND WILL NOT LEAD, JOIN, OR SERVE AS A REPRESENTATIVE OR MEMBER OF A CLASS OR GROUP OF PERSONS BRINGING SUCH A CLAIM OR SUIT.

Waiver of Jury Trial. THE PARTIES DESIRE TO AVOID THE TIME AND EXPENSE RELATING TO A JURY TRIAL OF ANY DISPUTE. ACCORDINGLY, THE PARTIES, FOR THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, HEREBY WAIVE TRIAL BY JURY OF ANY DISPUTE. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, IS DESIRED BY BOTH PARTIES AND IS IN THE BEST INTERESTS OF BOTH PARTIES. 

GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, during any negotiations or arbitrations, will be governed in all respects exclusively by the laws of the Commonwealth of Massachusetts without regard to any choice or conflict of laws rules.

NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Grouper by postal mail to the address for Grouper listed on its website. Grouper may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to Grouper in connection with your Account or by notifying you by mail at the address you provide, provided that in the case of any notice applicable both to you and other Members of the Platform, Grouper may instead provide such notice by posting the notice on the Platform. 

FORCE MAJEURE. Grouper will not be responsible for failure or delay in the performance of any obligation under this Agreement to the extent such failure or delay is due to acts of God or governmental authority, war, terrorism, strikes, boycotts, quarantine, pandemic, labor disputes, fire or other loss of facilities, accident, or any other event beyond its control.

ENTIRE AGREEMENT. This Agreement will exclusively govern your access to and use of the Platform and Offerings, is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Platform and Offerings. Grouper may, in its sole discretion, modify this Agreement from time to time.  Grouper will use commercially reasonable efforts to provide notice of any material modifications to this Agreement, which may include information provided to you directly or to all Members by posting such information through the Platform, including for example on Grouper’s website.  Your continued access to the Platform or Offerings following that notice constitutes your acceptance of, and agreement to be bound by, any modified Agreement. 

ASSIGNMENT AND TRANSFER. This Agreement is personal to you and you may not assign or transfer this Agreement or any of your rights or obligations under this Agreement. Grouper may assign or transfer this Agreement in its sole discretion, including to any successor in interest.  You consent and agree that we may also transfer any part of Your Information in connection with such assignment or transfer by us.

ADDITIONAL TERMS.  Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning.  The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  Any waiver or failure by Grouper to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Grouper of any other provision or of such provision on any other occasion.  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.  Grouper may reference you as a user of the Platform and use your name, image, likeness in listings of users of the Platform or Offerings and for other marketing and promotional purposes relating to the Platform, Offerings, or Content.  No term of this Agreement will be construed to confer any third party beneficiary rights on any non-party.  Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable law.