Terms of Use
Last revised on: October 15, 2009
1. Scope of Terms.
Welcome to Grouvia.com (the “Website”) and the services of Grouvia™ available at the Website. We provide the Website (www.grouvia.com and www.grouvia.mobi) to you subject to the terms of service set forth in this Terms of Service Agreement (the "Agreement").
We may update this Agreement at any time. The "Revision date" at the top of this Agreement will always display the revision date of the currently displayed Agreement. By continuing to use the Website, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and Grouvia.com, LLC, a Virginia limited liability company regarding the Grouvia web site. When we refer to "us," "our," "we" and words of similar import, we mean Grouvia.
By using the Website, you electronically agree to be legally bound by this Agreement, which governs your use of the Website. If you do not agree to all of the terms of this Agreement, please immediately discontinue any further use of the Website. Your failure to follow the terms of this Agreement may result in suspension or termination of your member account and access to the Website.
2. Membership.
Eligibility. In order to be eligible to use the Website you must be at least thirteen (13) years of age and your account shall not be in a suspended or terminated status. By registering a member account and/or using the Website, you represent and warrant that you are at least thirteen (13) years of age. There may be additional eligibility requirements for Grouvia Groups, which may be set by the organizer of the particular Grouvia Group ("Organizer").
Security of Login Credentials. Your right to use the Website is personal to you. You may not sub-license, transfer, sell or assign your right to access or use the Website to any third party without prior written approval from Grouvia. Any attempt to do so will be null and void and shall be considered a material breach of this Agreement. You will be solely responsible for maintaining the confidentiality of your password. You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your login credentials. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your login credentials), you must promptly change your password and notify us by contacting us via email at the following address: support@grouvia.com.
3. General Usage Rules
You agree not to disrupt, modify or interfere with the Website, or its associated software, hardware, and/or servers in any way, and you agree not to impede or interfere with others' use of the Website. You further agree not to alter or tamper with any information or materials on or associated with the Website.
Other than connecting to our service provider's servers by http requests using a web browser, you may not attempt to gain access to our service provider's servers by any means.
You acknowledge and agree that we may amend or establish additional policies or limits concerning your use of the Website, in our sole discretion, at any time, with or without notice. You further agree that Grouvia has no responsibility or liability for maintaining or failing to maintain the information you provide. For security and infrastructure load concerns, we reserve the right to end any user session on the Website that is inactive for an extended period of time.
4. Groups and Fees
Groups. Members may create groups on the Website (“Grouvia Groups”) and those members are the Grouvia Group’s Organizer. You understand and agree that the Organizer of any Grouvia Group of which you are a member has the right, in his or her sole discretion, to temporarily suspend, indefinitely suspend or terminate your membership in that particular Grouvia Group, to charge fees in connection with membership in his or her Grouvia Group, limit or set eligibility requirements for the Grouvia Group members, and to temporarily or permanently remove certain content or information that you have posted in connection within such Grouvia Group. Organizers do not represent or act as an agent of Grouvia.com, LLC, and, therefore, cannot enter into contractual relationships or other obligations on behalf of Grouvia.com, LLC. An Organizer cannot enter into contractual relationships or other obligations on behalf of Grouvia Group members unless expressly agreed to by the specific Grouvia Group members. Unless otherwise agreed to by an Organizer and Grouvia Group members there is no contractual relationship or other obligation between an Organizer and individual Grouvia Group Members.
General. Access to the Website and use of all features of the Website is free. We reserve the right, in our sole discretion, to change this policy and begin charging access fees for certain or all features of the Website. If said policy is changed, we will notify you on our Website. We may also, in our sole discretion, add, remove or change the features and services we offer or the fees we charge at any time. If we change or introduce a new service or change the fees associated with any existing service, we will notify you of those changes at the time of introduction on the web site.
Payments to Organizers. Some Grouvia Groups require a membership fee to be paid in order to become a member of that Grouvia Group, or for attendance at Grouvia Group Events. Grouvia does not receive any portion of any fees paid to Organizers. Group membership fees or event fees are at the sole discretion of each Grouvia Group’s Organizer. The Organizer for a particular Grouvia Group determines whether such fees are required, the amount and frequency of the fees, payment options, refund policies, and how such fees are spent. Particular Organizers may also allow you to make voluntary contributions to that Organizer’s Grouvia Group. By paying the fees required by or voluntarily giving contributions to the Organizer, you acknowledge that Grouvia does not control the transaction, and that you bear all risk in connection with the transaction. Refunds of any payment you make to any Organizer are subject to the policies and law applicable to that particular Organizer. If you believe any payment to an Organizer is in error, you must contact the Organizer to seek resolution. Your communication or other dealings with, or participation in promotions of Grouvia Groups, including payment and related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the applicable Organizer.
Payments Accepted From Group Members. Organizers acknowledge and agree that receipt of any Group fees from any third party (specifically members of your group) is a third party transaction between you and such third party. You, as an Organizer, bear all risk in connection with your third party transactions related to your Group. You, and not Grouvia, are solely responsible for contacting the third party to seek resolution of any dispute you may have with that third party. Your communications or other dealings with any third party, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party.
5. Grouvia Group Events.
Our Website allows our members to create group events (“Grouvia Group Events”). These Grouvia Group Events are held at various third party venues. Grouvia is in no way affiliated or involved in any way with the actions or events that take place at these Grouvia Group Events. Grouvia does not provide physical transportation to or from, or supervise Grouvia Group Events in any way. As such, we have no control over the venues where the Grouvia Group Events take place, or the identity, age, nationality, or actions of the participants of said events.
Group Event Release. Because Grouvia does not supervise or control the Grouvia Group Events or interactions among or between members of Grouvia Groups and other persons or companies, and because we are not involved in any way with physical transportation to or from Grouvia Group Events or with the actions of any individuals at these events, and because we cannot guarantee the true identity, age, nationality of users of the Website or the attendees at Grouvia Group Events, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various content posted on the Website, you agree to assume all risk and you agree to release us (and our officers, directors, shareholders, members, agents, employees, affiliates, subsidiaries, attorneys, and third party partners) and Organizers and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Grouvia Web Site, your third party transactions, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at, a Grouvia Group Event. You further waive, to the fullest extent possible, any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
6. Intellectual Property.
You acknowledge and agree that the Website and the information, content and software presented to you through or by the Website or used in connection with the Website contain proprietary and confidential information that is protected under applicable laws, including, but not limited to those pertaining to the protection of copyrights, trademarks, service marks, and security components that protect digital information. Except as expressly authorized in writing by us or an appropriate third party and to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of Grouvia or a third party, you agree not to copy, reproduce, publically display, sell, rewrite, modify, redistribute, create derivative works of, or exploit for any commercial purpose any part of the Website or any content or information presented to you through the Website, in whole or in part, other than information provided by you, or created derivative works from the Website in whole or in part, other than information provided by you. We reserve all of our other rights not granted in this Agreement. You agree not to access the Website by any means other than through the interface that is provided by us for use in accessing the Website.
Grouvia trademarks and service marks are the property of Grouvia.com, LLC (“Grouvia Trademarks”). Except as otherwise permitted by law or by prior written consent by Grouvia.com, LLC, you agree not to display or use in any manner the Grouvia Trademarks.
We may, in appropriate circumstances and at our sole discretion, remove, or disable access to, content that infringes the intellectual property rights of Grouvia or others, and terminate the offending member’s access to the Website, particularly if they are repeat infringers. If you believe any content or materials accessible on or from the Website infringe your copyright, trademark or other legal rights, you may request removal of those materials (or access thereto) from Grouvia by contacting our registered copyright agent at
Grouvia Copyright Agent
Albert L. Fary, III, Esq.
Bourdow, Bowen & Ellis, P.C.
5104 W. Village Green Drive Suite 108
Midlothian, Virginia 23112
Phone: 804.744.6133 Ext. 116
Fax: 804.744.9119
Email: bfary[at]bbepc[dot]com
7. Grouvia Mobile.
The mobile version of the Website is available to users for free, however, any normal mobile carrier fees applicable to your mobile services will still apply and Grouvia shall not be responsible for those fees.
8. Communications.
Communications from Grouvia. You agree and acknowledge that Grouvia may send email communications to you including, but not limited to, notifications, offers, promotions, marketing material, and commercial advertisements, in connection with the services Grouvia offers through the Website. By choosing the appropriate options in your personal settings area or by following the opt-out instructions contained at the bottom of our commercial emails, you can control the types of communications you receive from Grouvia, however, there may be some transactional/relationship communications related to the services Grouvia offers through the Website that cannot be disabled.
Communications Among Grouvia Members. You understand and agree that you, as a member, may receive email communications from members and Organizers and/or other members of a Grouvia Group you have joined. Organizers’ and members’ email messages to you will be forwarded to your email address through the Website. Organizers and other members will not have access to your email address unless you voluntarily provide them with it. You further understand and agree that as a member of the Website, you will not send any email messages to other members that are in violation of any laws or policies. You understand and agree that, as a member, you will have the option to unsubscribe from receiving communications from other Grouvia Group members, however, you will not be able to unsubscribe from receiving communication through the Website from Grouvia Group Organizers. You, as a Grouvia Group Organizer, understand and agree that you will not be able to unsubscribe from receiving communications through the Website from members of the Grouvia Group for which you serve as Organizer.
9. Content Provided By You.
If you post, upload, email, transmit, or otherwise make available content or information (collectively, "Content") through the Website’s registration process, or to areas of the Website that are available to other users, you give us a non-exclusive, worldwide, irrevocable, perpetual, royalty free, sub-licensable license to use, copy, reproduce, publically display, sell, rewrite, modify, adapt, redistribute, publicize, commercialize, create derivative works of, and otherwise exploit the Content. Please refer to our Privacy Policy for an explanation of how we use your information and your rights to change or delete it.
You are solely responsible for all Content that you post on the Website. We act as a passive interactive computer service with regard to the Content that you publish. We do not endorse any opinions expressed by you or other users. You understand and agree that Grouvia.com, LLC, its officers, directors, shareholders, employees, consultants, agents, advisers, affiliates, subsidiaries, or its third party partners shall not be liable in any way for any information or content posted, transmitted, or otherwise made available by you or others on the Website, errors or omissions in your or others information, or for any losses or damages of any kind incurred as a result of the use of the information or content posted, transmitted, or otherwise made available by you or others on the Website, or for our failure or refusal to remove or correct any information or content on the Website. You understand that any Content that you post, transmit, or otherwise make available on the Website may be accessible by and made public through search engines, metasearch tools, crawlers, spiders, syndication software, and other similar programs.
Except as otherwise provided in our Privacy Policy, we will not sell, rent or otherwise disclose any of your Personally Identifiable Information (as defined in our Privacy Policy) to any third party.
You acknowledge and agree that Grouvia may disclose your Personally Identifiable Information, non-personally identifiable information and any other information or Content that you post, upload, or otherwise transmit to or through the Website or to Grouvia if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with a current judicial proceeding, a court order or legal process served on us or the Website, (b) enforce this Agreement, (c) respond to claims that any information or material you posted, uploaded, or otherwise transmitted to the Website violates the rights of third parties; (d) protect the rights, property or personal safety of Grouvia, its employees, users and the public; or (e) to facilitate the transfer or sale to another entity of all or substantially all of our ownership interest or assets in the line of business to which this Agreement relates, or upon any other reorganization or merger, subject to the promises made in this Agreement. You also authorize us to disclose any information about you to law enforcement or other government officials as we, in our sole discretion, deem necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, defamation, or other activity that is illegal or may expose us or you to legal liability, or if we believe you are using the Website to commit unlawful acts or acts that may endanger the health or safety of another user or of the general public.
10. Content Provided By Others.
Grouvia has no duty to monitor or pre-screen any information or content posted to the Website by users of the Website.
11. Links.
You will have access to various hyperlinks to other websites or other content through your use of the Website. Grouvia has no control of third party websites or third party content that can be accessed through hyperlinks contained on the Website. As such, you acknowledge and agree that we are not responsible for the availability of such websites or the content and material contained on them and that Grouvia does not endorse and is not responsible or liable for any content, products, services, or other material that are accessible or available on or through such third party websites. You also acknowledge and agree that Grouvia shall not be responsible for or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products, services, or other material that are accessible or available on or through such third party websites.
12. Disclaimers of Warranties.
WE PROVIDE THE WEBSITE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE." WE MAKE NO EXPRESS WARRANTIES OR GUARANTEES ABOUT THE WEBSITE. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM IMPLIED WARRANTIES THAT THE WEBSITE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, INCLUDING ANY INFORMATION OR CONTENT OBTAINED AS A RESULT OF USING THE WEBSITE, WILL BE EFFECTIVE, RELIABLE, ACCURATE, OR MEET YOUR REQUIREMENTS. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE WEBSITE. WE DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR THAT ARE RECEIVED THROUGH ANY LINKS PROVIDED BY THE WEBSITE, AS WELL AS ANY ADVICE OR INFORMATION RECEIVED THROUGH LINKS PROVIDE THROUGH THE WEBSITE. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVES OR THROUGH THE WEBSITE SHALL CREATE A WARRANTY. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS CONTRACT CANNOT CHANGE. YOU USE THE WEBSITE AT YOUR OWN RISK.
WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR YOUR INABILITY TO USE THE WEBSITE, ATTENDANCE AND TRANSPORTATION TO AND FROM GROUVIA GROUP EVENTS, PARTICIPATION IN OR EXCLUSION FROM GROUVIA GROUPS, AND THE ACTIONS OF YOU OR OTHERS AT GROUVIA EVENTS. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE OR OUR SERVICE PROVIDERS KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCE SHALL OUR LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNT OF FEES, IF ANY, YOU PAY TO GROUVIA IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE SERVICE PROVIDERS' LIABILITY IN SUCH STATE OR JURISDICTION IS LIMITED TO THE EXTENT PERMITTED BY LAW.
13. Indemnity.
You agree to defend, indemnify, and hold Grouvia, our officers, directors, members, employees, agents, licensors, affiliates, subsidiary and parent entities, third party partners, consultants and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable attorneys’ fees and related costs and expenses, resulting from, or alleged to result from, your violation of this Agreement, other documents it incorporates by reference, your use of the Website, Content posted by you, your violation of any state or federal law or ordinance, your violation of the rights of a third party, or your participation, in any capacity, as an Organizer or in Grouvia Group Events. Without limiting the foregoing, you, in your capacity as an Organizer, agree to defend, indemnify, and hold Grouvia, our officers, directors, members, employees, agents, licensors, affiliates, subsidiary and parent entities, third party partners, consultants and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable attorneys’ fees and related costs and expenses, made by, or related to any Grouvia Group or third party due to, or arising out of your actions or inactions as an Organizer, including, but not limited to your handling and use of funds paid to you by members of your Grouvia Group.
14. Termination and Modification.
You agree that we may, without prior notice, suspend, temporarily or permanently, or eliminate your account, any associated email address, and remove any content or information you uploaded or provided to Grouvia. Reasons for terminating your account include, but are not limited to, (a) violations of this Agreement, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance of or material modification to the Website, or (e) unexpected technical or security issues or problems.
We also reserve the right to modify or discontinue, either temporarily or permanently, all or any portion of the Website at any time, with or without notice to you.
You further agree that Grouvia shall not be liable to you or to any third party if the Website is unavailable, terminated, or your account is suspended or terminated.
The following activities are cause for the immediate suspension and/or termination of your Grouvia account:
If, in connection with your use of the Website, you post, email, transmit or otherwise distribute:
- content that infringes the intellectual property or privacy rights of others;
- content that we find, in our sole discretion, to be unlawful, fraudulent, harmful, obscene, pornographic, defamatory, harassing, abusive, hateful, racially or ethnically objectionable, slanderous, or otherwise objectionable;
- content that harms minors in any way;
- advertisements or other commercial messages, including, but not limited to email messages, unless previously authorized by Grouvia in writing;
- content that links to any materials that you do not have the right to link to;
- viruses, Trojan horses, worms or other harmful computer code designed to interrupt, destroy or limit the use of any computer software or hardware or any other technology hardware/software equipment or that is designed to intercept or steal any system, data, or personal information, or
- confidential information belonging to any other person.
In addition, if, in connection with your use of the Website, you engage in any conduct to:
- collect or store information about others through the use of “spidering”, “crawling”, or “scraping” programs, hacking, or through the use of any other means;
- interfere with or disrupt the Website or the Website’s servers or other technology hardware/software including, but not limited to the use of JavaScript, SQL injection attacks, or other coding;
- interfere with, disrupt or disobey any requirements, procedures, policies or regulations of networks connected to our Website or through the use of the Website.
- harm or intimidate another person, or inhibit the use of the Website by others;
- to impose an unreasonable or unusually large load on our or our Internet Service Provider’s hardware infrastructure;
- create liability for Grouvia or cause Grouvia to lose any part of its services it receives from Internet Service Providers or other suppliers;
- allow another person or entity to use your Website login information or other identification, or use another person or entity’s login information, or create a false account
- stalk or harass others
- resell any information that is freely available to the public; or
- violate any law or regulation.
15. Entire Agreement.
This Agreement, and the policies, rules and guidelines posted on the Website constitute the entire contract between you and Grouvia and supersede all previous written or oral agreements, even if you previously registered under a different version of our Terms of Use. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other terms and provisions hereof.
16. Relationship.
Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Grouvia.com, LLC.
17. No Guaranty.
Since there are various factors beyond our control, Grouvia.com, LLC does not guarantee that you will have secure and uninterrupted access to the Website.
18. Limitation of Time to Bring Claims.
Notwithstanding any law to the contrary, you agree that any claim or cause of action arising out of or related to this Agreement or the use of the Website must be filed within one (1) year after that claim or cause of action arose, or it shall forever be barred.
19. Choice of Law and Place for Resolving Disputes.
The laws of the Commonwealth of Virginia govern this contract and any claim or dispute that you may have against us, without regard to its conflict of laws rules. You further agree that venue and jurisdiction for any claims or disputes that you may have against us shall lie in the state and federal courts of the City of Richmond, Virginia, USA. You irrevocably consent to the venue and jurisdiction of such courts.
BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE AND FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN RICHMOND, VIRGINIA, USA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.
20. Notice.
Unless otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified mail to Grouvia.com, LLC, c/o Avarra Solutions, LLC, Attn: Legal Department, 10908 Courthouse Rd., Suite 102-236, Fredericksburg, VA 22408. Any notice from Grouvia to you shall be sent to the email address that you provided when you created your account. Notice shall be deemed given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid (bounce-back).
21. Waiver.
Any failure or delay by Grouvia.com, LLC in exercising any right, power or privilege hereunder shall not operate as a waiver thereof. No waiver by Grouvia.com, LLC of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision. The rights and remedies of Grouvia.com, LLC under this Agreement are in addition to all other rights and remedies, at law or equity, which they may have.
22. Titles.
The titles of each section of this Agreement are for purposes of reference only. No such title shall be used as an aid in interpreting any provision thereof.
23. Assignments.
We may assign this contract at any time without notice to you. You may not assign this contract to anyone else.
24. Violations.
Please report any violation of this Agreement by giving notice of the violation to Grouvia.com, c/o Avarra Solutions, LLC, Attn: Legal Department, 10908 Courthouse Rd., Suite 102-236, Fredericksburg, VA 22408 or support@grouvia.com.
25. Execution of Agreement.
By continuing to use the Website you are agreeing that you have read, understand, and accept the terms of this Agreement as a legal contract. We do not direct this Website to children under thirteen (13) years of age. If you are under eighteen (18) years of age, you should consult with your parents or guardian about using this Website. Users and the person agreeing to the terms of this Agreement on behalf of any user that is a proprietorship, corporation, partnership or other entity, represent that such person is duly authorized by all necessary and appropriate corporate or other action to enter into this Agreement on behalf of the user.
©2009 Grouvia.com, LLC
