The website located at www.groovapp.com (the “Site”) is a copyrighted work belonging to Groov, LLC (“Groov”, “us” or “we”), a District of Columbia company. Groov provides a downloadable applications for smartphones and other devices (each an “App’).
This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to the user, hereinafter referred to as (“You”) or (“Your”) in the event of a dispute.
This Terms of Service (“Agreement”) sets forth the legally binding terms for Your use of the Site and any App (including any related services provided by Groov). By using the Site or any App, You are accepting this Agreement and You represent and warrant that You have the right, authority, and capacity to enter into this Agreement. If You do not agree with all of the provisions of this Agreement, please do not use the Site or any App. This Agreement is the final, complete and exclusive agreement between You and Groov with respect to the subject matters hereof (including the Site and the Apps) and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matters (including any prior End User License Agreements, Terms of Service or Privacy Policy).
Agreement Version Date: 04/18
1.1 License.
Subject to the terms of this Agreement, Groov grants You a non-transferable, non-exclusive, license to
1.2 Certain Restrictions.
The rights granted to You in this Agreement are subject to the following restrictions:
1.3 Local Laws.
Groov makes no representation that the Site or any App is appropriate for use in locations other than the United States. You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations.
1.4 Modification.
Groov reserves the right, at any time, to modify, suspend, or discontinue the Site or App or any part thereof with or without notice. You agree that Groov will not be liable to You or to any third party for any modification, suspension, or discontinuance of the Site or App or any part thereof.
1.5 Ownership.
The App provided to You is licensed to You and not sold. Groov (and its licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Site and all Apps, excluding Your User Content (defined below). This Agreement is not a sale and does not convey to You any rights of ownership in or related to the App. The Groov name, logo, and the product names associated with the Apps belong to Groov (or its licensors, where applicable), and no right or license is granted to use them by implication, estoppel or otherwise. Groov (and its licensors, where applicable) reserve all rights not granted in this Agreement.
1.6 Scans.
Our Apps may periodically examine the contents of Your device to determine the presence of other Groov Apps on the device. The App will transit the results of that examination to Groov and our advertising service providers to be used in targeting advertisements to Your device. When You start or stop the App, it may display an ad.
2.1 User Content.
“User Content” of a user means any and all content that such user uploads, distributes, or otherwise provides via the Site or App. You are solely responsible for Your User Content. You assume all risks associated with use of Your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Your User Content that makes You or any third party personally identifiable. You hereby represent and warrant that Your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that Your User Content is in any way provided, sponsored or endorsed by Groov. Groov is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of Your User Content if You desire.
2.2 License.
By uploading, distributing, or otherwise using Your User Content with the Site or App, You automatically grant, and You represent and warrant that You have the right to grant, to Groov an irrevocable, non-exclusive, royalty-free and fully paid, worldwide license, with the right to grant sublicenses, to reproduce, distribute, publicly display, publicly perform, prepare derivative works of, incorporate into other works, and otherwise use Your User Content, solely to display Your User Content on the Site and App.
2.3 Feedback.
If You provide Groov any feedback or suggestions (“Feedback”), You hereby assign to Groov all rights in the Feedback and agree that Groov shall have the right to use such Feedback and related information in any manner it deems appropriate. Groov will treat any Feedback You provide to Groov as non-confidential and non-proprietary. You agree that You will not submit to Groov any information or ideas that You consider to be confidential or proprietary.
2.4 Acceptable Use Policy.
The following sets forth Groov’s “Acceptable Use Policy”:
2.5 Enforcement.
We reserve the right (but have no obligation) to review any User Content in our sole discretion. We may remove or modify Your User Content at any time for any reason in our sole discretion with or without notice to You
3.1 This Agreement commences on the date You accept this Agreement (as described in the preamble) and will remain in full force and effect while You use the Site or App, unless earlier terminated in accordance with this Agreement.
3.2 Notwithstanding the forgoing, if You used the Site or any App prior to the date You accepted this Agreement (as described in the preamble), You hereby acknowledge and agree that this Agreement commences on the date You first use the Site or any App (which ever is earlier and which may be prior to the Agreement Version Date) and will remain in full force and effect while You use the Site or any App, unless earlier terminated in accordance with this Agreement.
We may
3.4 Upon termination of this Agreement, Your right to use the Site and App will automatically terminate immediately. You understand that any termination may involve deletion of Your User Content associated therewith from our live databases. Groov will not have any liability whatsoever to You for any termination of this Agreement, including deletion of Your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 1.2, 1.3, 1.4, 1.5, 2, 3.4, 4, 5, 6, 7, 8, 9, and 10.
You agree to defend, indemnify and hold harmless Groov (and its suppliers) from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to:
5.1 Application Stores.
You acknowledge and agree that the availability of the App is dependent on the third party from which You received App, e.g., the Apple iPhone or Android stores (“Application Store”). You acknowledge that this Agreement is between You and Groov and not with the Application Store. The Application Store is not responsible for the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). You agree to pay all fees charged by the Application Store in connection with App (if any). You agree to comply with, and Your license to use App is conditioned upon Your compliance with, all applicable third party terms of agreement (e.g., the Application Store’s terms and policies) when using App. You acknowledge that the Application Store (and its subsidiaries) are third party beneficiaries of this Agreement and will have the right to enforce this Agreement.
5.2 Third Party Services.
Groov may permit certain third party applications (like leaderboards) to provide content through the App (“Third Party Services”). The App may be used to send content provided by the Third Party Service between users who have the Third Party Service installed on their smartphone. When You do so, Groov will share information with the Third Party Service as described in the Groov Privacy Policy. Groov is not responsible for and does not control Third Party Services. Groov provides these Third Party Services only as a convenience to You. Groov has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to Third Party Services. You use all Third Party Services at Your own risk. When You access a Third Party Service, the applicable third party’s terms and policies apply, including the third party’s privacy policies. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction in connection with any Third Party Services.
5.3 Third Party Sites & Ads
The Site may contain links to third party websites and advertisements for third parties (collectively, “Third Party Sites & Ads”). Groov is not responsible for and does not control Third Party Sites & Ads. Groov provides these Third Party Sites & Ads only as a convenience to You. Groov has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at Your own risk. When You access a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy policies. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction in connection with any Third Party Sites & Ads.
5.4 Other Users
The Site and App may contain User Content provided by other users of the Site and App. Groov is not responsible for and does not control User Content. Groov has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to User Content. You use all User Content and interact with other users at Your own risk. Your interactions with other users are solely between You and the other user and we are under no obligation to become involved. You agree that Groov will not be responsible for any liability incurred as the result of any such interactions.
5.5 Release.
You hereby irrevocably and unconditionally release and forever discharge Groov (and its suppliers) from any and all claims, demands, and rights of action, whether now known or unknown, which relates to any interactions with, or act or omission of, any Third Party Service, other Site or App users, or Third Party Sites & Ads. IF You ARE A CALIFORNIA RESIDENT, You HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SITE AND APP ARE PROVIDED “AS-IS” AND AS AVAILABLE AND GROOV (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. Groov (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR APP:
7.1 IN NO EVENT SHALL GROOV (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR GROOV’S PRIVACY PRACTICES, THE SITE OR APP, EVEN IF GROOV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND APP ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GROOV’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR GROOV’S PRIVACY PRACTICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF
You agree to pay the applicable fee (to us or the applicable distributor) for the App You download and for any in-App purchases (such as in-App products, services, and promotions) You make.
9.1 Changes to this Agreement.
This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify You by sending You an e-mail to the last e-mail address You provided to Groov (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to You (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or App. Continued use of our Site or App following notice of such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. The date on which the latest update was made is indicated at the top of this document. We recommend that You print a copy of this Agreement for Your reference and revisit this policy from time to time to ensure You are aware of any changes.
9.2 Notice.
You are responsible for providing Groov with Your most current e-mail address. In the event that the last e-mail address You have provided to Groov is not valid, or for any reason is not capable of delivering to You any notices required/permitted by this Agreement, Groov’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Any notice provided to Groov pursuant to this Agreement should be sent to: support@Groovapp.com
9.3 Governing Law and Dispute Resolution.
PLEASE READ THIS CAREFULLY. IT AFFECTS Your RIGHTS. Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between You and Groov arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to Your use of any of the Site and any App.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND GROOV ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND GROOV AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, You and Groov must abide by the following rules:
9.4 Severability.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
9.5 Entire Agreement.
This Agreement is the final, complete and exclusive agreement of You and Groov with respect to the subject matters hereof (including the Site and App) and supersede and merge all prior discussions and agreements between the parties with respect to such subject matters (including any prior End User License Agreements and Terms of Service or Privacy Policy). Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. Your relationship to Groov is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and Your rights and obligations herein, may not be assigned by You without Groov’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void. Groov may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without Your consent. The terms of this Agreement shall be binding upon assignees.
The following additional terms and conditions apply to You if You are using an App from the Apple Application Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 10, the more restrictive or conflicting terms and conditions in this Section 10 apply, but solely with respect to Apps from the Apple Application Store.
10.1 Acknowledgement:
Groov and You acknowledge that this Agreement is concluded between Groov and You only, and not with Apple, and Groov, not Apple, is solely responsible for App and the content thereof. To the extent this Agreement provides for usage rules for App that are less restrictive than the Usage Rules set forth for App in, or otherwise is in conflict with, the Application Store Terms of Service, the more restrictive or conflicting Apple term applies.
10.2 Scope of License:
The license granted to You for App is limited to a non-transferable license to use App on an iOS Product that You own or control and as permitted by the Usage Rules set forth in the Application Store Terms of Service.
10.3 Maintenance and Support:
Groov is solely responsible for providing any maintenance and support services with respect to App, as specified in this Agreement (if any), or as required under applicable law. Groov and You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to App.
10.4 Warranty:
Groov is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of App to conform to any applicable warranty, You may notify Apple, and Apple may refund the purchase price for App to You; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Groov’s sole responsibility.
10.5 Product Claims:
Groov and You acknowledge that Groov, not Apple, is responsible for addressing any claims of You or any third party relating to App or Your possession and/or use of App, including, but not limited to:
10.6 Intellectual Property Rights:
Groov and You acknowledge that, in the event of any third party claim that App or Your possession and use of App infringes that third party’s intellectual property rights, Groov, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
10.7 Legal Compliance:
You represent and warrant that
10.8 Developer Name and Address:
Groov’s contact information for any end-user questions, complaints or claims with respect to App is available at www.Groovapp.com.
You must comply with applicable third party terms of agreement when using App.
10.10 Third Party Beneficiary:
Groov and You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon Your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary thereof.