Application Terms
IMPORTANT NOTICE: READ THROUGH THESE TERMS CAREFULLY. The following terms of use, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use" or "Terms") describe the terms under which GruupMeet, Inc., a Delaware Corporation ("GruupMeet") offers each individual or entity (hereinafter, "you" or "Customer") access to its Services through the GruupMeet website and GruupMeet private-label and web applications, as well as our associated Internet properties with any software that GruupMeet provides, including web or mobile software (collectively the "Site"). Any account and/or event set up by the Customer outside of the parent account and location will be subject to billing at the standard rate. You may not access the Site and/or sell the Services if you are a direct competitor of GruupMeet or a non-revenue user, except with GruupMeet’s prior written consent. By accessing, using, signing up, or continuing to retain a Customer account, user(s) name(s), and password(s), you agree to follow and be bound by these terms and conditions. If you do not agree to these terms, you are not authorized and must cease using the Site immediately. Note that no changes to the Terms of Use are agreed to by GruupMeet, Inc.
SAAS SERVICES AND SUPPORT
Subject to the terms of this agreement, GruupMeet will use commercially reasonable efforts to provide Customer with the Services in accordance with Service Level Terms attached hereto as Exhibit A. As part of the registration process, Customer will identify administrative user(s) name(s) and password(s) for Customer’s GruupMeet account, and GruupMeet reserves the right to refuse registration of or cancel passwords it deems inappropriate.
Subject to the terms hereof, GruupMeet will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit A. Additionally, GruupMeet may support bookings services in accordance with the terms set forth in Exhibit B (optional add-on or additional service), website services in accordance with terms set forth in Exhibit C (optional add-on or additional service), consulting services in accordance with the terms set forth in Exhibit D, domain name services as advised in Exhibit E, and email and texting options (optional add-on or additional service) as reviewed in Exhibit F, and outlined in GruupMeet’s Product Disclosures. Moreover, you acknowledge, stipulate, warrant, and agree to comply with GruupMeet’s Messaging Acceptable Use Policy.
RESTRICTIONS AND RESPONSIBILITIES
Customer will not, directly or indirectly: reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to Services (“Software”); modify, translate, or create derivative works based on Services or any Software (except to the extent expressly permitted by GruupMeet or authorized within Services); use Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party, or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, GruupMeet hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during Term only in connection with Services.
Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants, and warrants that Customer will use Services only in compliance with GruupMeet’s standard published policies then in effect (“Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless GruupMeet against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although GruupMeet has no obligation to monitor Customer’s use of Services, GruupMeet may do so and may prohibit any use of Services it believes may be (or alleged to be) in violation of the foregoing.
Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or Equipment with or without Customer’s knowledge or consent.
Additionally, Customer also may not publish any recordings or recorded materials of GruupMeet’s Software without the prior written approval by GruupMeet.
PROHIBITION ON SHARING
Customer may not share an account, Host Rights (“Rights” or “Host Rights”), or any other user rights with any other individual or entity, unless otherwise expressly pre-approved by GruupMeet in writing. Customer may not share any login credentials or passwords regarding the foregoing with any other individual or entity. Customer acknowledges that sharing of any such Rights is strictly prohibited. Customer’s Rights to use or access the Services and Software is specific to Customer and not assignable or transferable. Customer may not assign or transfer any account, Host Rights, or any other user rights with any other individual or entity, except upon (i) an individual termination of employment or relationship with Customer’s employer, as applicable, or (ii) GruupMeet’s prior express written approval.
CONFIDENTIALITY; PROPRIETARY RIGHTS
Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party). Proprietary Information of GruupMeet includes non-public information regarding features, functionality, and performance of Service. Proprietary Information of Customer includes non-public data provided by Customer to GruupMeet to enable the provision of Services (“Customer Data”). Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third-party, or (d) was independently developed without the use of any Proprietary Information of Disclosing Party or (e) is required to be disclosed by law.
Customer will own all right, title, and interest in and to Customer Data, as well as the data based on or derived from Customer Data and provided to Customer as part of Services, however, limited to the following data: Data provided by the Customer and data related to Customer Data generated by GruupMeet through Customer’s use of Services. GruupMeet will own and retain all right, title, and interest in and to (a) Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, GruupMeet will have the right to collect and to analyze data and other information relating to the provision, use, and performance of various aspects of Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and GruupMeet will be free (during and after the term hereof) to (i) use such information and data to improve and enhance Services and for other development, diagnostic and corrective purposes in connection with Services and other GruupMeet offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES
Customer will pay GruupMeet the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer has an existing account or has previously completed an Order Form within twelve (12) months, Customer will be responsible for any usage agreed to in writing (e.g., email) and Customer agrees to pay the additional fees in the manner provided herein. If Customer’s use of the Services exceeds the Service Capacity set forth in the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. GruupMeet reserves the right to change the Fees or applicable charges and to institute additional charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). STILL, CUSTOMER IS RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS AND/OR THE SITE FOR TIMELY NOTICE OF AMENDED TERMS OR CHANGES. If Customer believes that GruupMeet has billed Customer incorrectly, Customer must contact GruupMeet via its Knowledge Base/Helpsite no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to GruupMeet’s customer support team through GruupMeet’s Helpsite/Knowledge Base.
GruupMeet may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by GruupMeet thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
TAXES
Customer will be responsible for all Taxes associated with Services (“Services”) other than U.S. taxes based on GruupMeet’s net income. Unless otherwise expressly specified by GruupMeet as required by applicable law, all prices shown by GruupMeet and Fees for Customers’ Use of the Services are exclusive of Taxes and Fees (“Taxes”). Where applicable, Taxes will be charged on the invoices issued by GruupMeet in accordance with applicable laws. GruupMeet, in its sole discretion, will (i) calculate the amount of Taxes due, and (ii) change such amounts without notice to Customer.
If Customer is exempt from any Taxes, Customer will provide GruupMeet with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities, to substantiate such exemption status. GruupMeet reserves the right to review and validate tax exemption documentation. If the tax exemption documentation is not provided or not valid, GruupMeet reserves the right to charge applicable Taxes to Customer.
Customer will pay GruupMeet, and Customer is solely responsible for any applicable Taxes. All payments made by Customer to GruupMeet under this Agreement will be made free and clear of any deduction or withholding Taxes, as may be required by applicable law. If any such deduction or withholding Taxes (including domestic or cross-border withholding taxes) are required on any payment, Customer will pay such additional amounts as necessary, such that the net amount received by GruupMeet is equal to the amount then due and payable under this Agreement. GruupMeet will provide Customer with such tax forms as reasonably requested to reduce or eliminate the amount of any withholding or deduction for Taxes in respect of payments made under this Agreement.
Tax Determination (“Tax Location”) is principally based on the location where Customer has established Customer’s business based on Customer Data, or if Customer is an individual, where Customer permanently resides. Tax Location will be defined by GruupMeet as the ‘Sold To’ or ‘Billing’ address provided by Customer. GruupMeet reserves the right to cross reference the Tax Location against other available evidence to validate whether Customer’s Tax Location is accurate. If Customer’s Tax Location is inaccurate, GruupMeet reserves the right to charge Customer any outstanding Taxes.
For Customers that use Services for event registration fees processing, as defined in the subsequent Booking Terms (“Booking Terms”), Customer is solely responsible for its Payment Processing (“Payments”) practices, and Customer indemnifies and holds GruupMeet, its directors, officers, employees, agents, and affiliates harmless from any action, responsibility and/or legal fees related to Payments.
RECURRING BILLING AUTHORIZATION
If Customer purchases the Services or Fees via credit card, debit card or other payment card ("Credit Card"), the following will apply:
By selecting or opting to save Credit Card information during the payment, checkout or purchase process, and agreeing to pay for GruupMeet Services and/or Fees, Customer hereby authorizes GruupMeet, to automatically charge Customer's Credit Card on the same date of each calendar year or month (or the closest prior date, if there are fewer days in a particular month) during the Service Term (“Term”) for all Fees accrued as of that date (if any) in accordance with the applicable Order Form, Invoice, Payment, or Agreement.
Customer acknowledges and agrees that the amount billed and charged at the time of the recurring Term may vary based on Customer's use of the Services, but the Fees will not surpass the amount previously paid, authorized and/or agreed to by Customer in completing Customer’s recent or then-current Order Form, Invoice, Payment, or Agreement.
TERM AND TERMINATION
Subject to earlier termination as provided below, this agreement is for Initial Service Term as specified in Order Form, Invoice, Payment, or Agreement and will be automatically renewed for additional periods of the same duration as Initial Service Term (collectively, “Term") unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In certain countries, Customer may be able to receive a prorated refund (“Refund”) based on the duration of the Term. To check Refund eligibility for countries other than the United States, contact GruupMeet via its Knowledge Base/Helpsite.
In addition to any other remedies, it may have, either party may also terminate this agreement upon thirty (30) days' notice (or without notice in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this agreement. Customer will pay in full for Services up to and including the last day on which Services are provided. Upon any termination, GruupMeet will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter GruupMeet may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
GruupMeet will use reasonable efforts consistent with prevailing industry standards to maintain Services in a manner that minimizes errors and interruptions in Services and will perform Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by GruupMeet or by third-party providers, or because of other causes beyond GruupMeet’s reasonable control, but GruupMeet will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, GRUUPMEET DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND GRUUPMEET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
INDEMNITY
GruupMeet will hold Customer harmless from liability to third parties resulting from infringement by Service of any United States patent or any copyright or misappropriation of any trade secret, provided GruupMeet is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; GruupMeet will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of Service (i) not supplied by GruupMeet, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by GruupMeet, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of Service is not strictly in accordance with this agreement. If due to a claim of infringement, Services are held by a court of competent jurisdiction to be or are believed by GruupMeet to be infringing, GruupMeet may, at its option and expense (a) replace or modify Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using Service, or (c) if neither of the foregoing is commercially practicable, terminate this agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for Service.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, GRUUPMEET AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND GRUUPMEET’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO GRUUPMEET FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT GRUUPMEET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MISCELLANEOUS
If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable. This agreement is not assignable, transferable, or sublicensable by Customer except with GruupMeet’s prior written consent. GruupMeet may transfer and assign any of its rights and obligations under this agreement without consent. This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this agreement and Customer does not have any authority of any kind to bind GruupMeet in any respect whatsoever. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and attorneys' fees in an amount equal to but not greater than the total amounts contracted. All notices under this agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This agreement will be governed by the laws of the State of Texas (or Delaware, if appropriate) without regard to its conflict of laws provisions. The parties shall work together in good faith, and Customer otherwise agrees to reasonably cooperate with GruupMeet to serve as a reference account upon request.
The terms contain proprietary information, which may not be reproduced or disclosed by the Customer except to representatives, attorneys, and accountants of the Customer. The terms include and incorporate the above and included Estimate/Policies, and related Conditions and contains, among other things, warranty disclaimers, liability limitations, and use limitations.
Within our current price structure, we’re unable to make any changes to our standard terms. Maintaining standard terms with all our clients allows us to focus our resources on meeting our customer obligations. Keep in mind that our customer terms have been carefully authored to be fair to you and us. Note that GruupMeet offers a 30-day Money Back Guarantee.
PRODUCT DISCLOSURES
Last Modified: October 6, 2022
CUSTOMER RESPONSIBILITIES. To realize the full value of GruupMeet’s SaaS Usage and Services, your team’s continuous participation and effort are needed. Resources that may be required from you include a GruupMeet advocate (one person within your organization who will take responsibility for relaying updates, features, tips, and all things GruupMeet to your team) and one GruupMeet advocate to keep the sales team up-to-date with strategies, pricing models, and tips effectively reselling the software and services (or equivalent).
GRUUPMEET DASHBOARDS.
BETA SERVICES. If we make beta access to some or all of the SaaS Usage Services (the “Beta Services”) available to you (i) the Beta Services are provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Beta Services for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Beta Services. If we inform you of additional terms and conditions that apply to your use of the Beta Services, those will apply as well. We might require your participation to be confidential, and we might also require you to provide feedback to us about your use of the Beta Services. You agree that we own all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.
FREE TRIAL. If you sign-up or request a free trial, we will make the applicable SaaS Usage Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid SaaS Usage Plan. Unless you purchase a subscription to the SaaS Usage Service Plan before the end of the free trial, all your data in your trial account SaaS Usage Plan may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration sign-up page, those will apply as well.
Refer to GruupMeet’s Overview and Pricing Document(s) for additional notes about Pricing terms and Product usage. Click here to view a PDF of these terms.
SAAS SERVICES AND SUPPORT
Subject to the terms of this agreement, GruupMeet will use commercially reasonable efforts to provide Customer with the Services in accordance with Service Level Terms attached hereto as Exhibit A. As part of the registration process, Customer will identify administrative user(s) name(s) and password(s) for Customer’s GruupMeet account, and GruupMeet reserves the right to refuse registration of or cancel passwords it deems inappropriate.
Subject to the terms hereof, GruupMeet will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit A. Additionally, GruupMeet may support bookings services in accordance with the terms set forth in Exhibit B (optional add-on or additional service), website services in accordance with terms set forth in Exhibit C (optional add-on or additional service), consulting services in accordance with the terms set forth in Exhibit D, domain name services as advised in Exhibit E, and email and texting options (optional add-on or additional service) as reviewed in Exhibit F, and outlined in GruupMeet’s Product Disclosures. Moreover, you acknowledge, stipulate, warrant, and agree to comply with GruupMeet’s Messaging Acceptable Use Policy.
RESTRICTIONS AND RESPONSIBILITIES
Customer will not, directly or indirectly: reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to Services (“Software”); modify, translate, or create derivative works based on Services or any Software (except to the extent expressly permitted by GruupMeet or authorized within Services); use Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party, or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, GruupMeet hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during Term only in connection with Services.
Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants, and warrants that Customer will use Services only in compliance with GruupMeet’s standard published policies then in effect (“Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless GruupMeet against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although GruupMeet has no obligation to monitor Customer’s use of Services, GruupMeet may do so and may prohibit any use of Services it believes may be (or alleged to be) in violation of the foregoing.
Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or Equipment with or without Customer’s knowledge or consent.
Additionally, Customer also may not publish any recordings or recorded materials of GruupMeet’s Software without the prior written approval by GruupMeet.
PROHIBITION ON SHARING
Customer may not share an account, Host Rights (“Rights” or “Host Rights”), or any other user rights with any other individual or entity, unless otherwise expressly pre-approved by GruupMeet in writing. Customer may not share any login credentials or passwords regarding the foregoing with any other individual or entity. Customer acknowledges that sharing of any such Rights is strictly prohibited. Customer’s Rights to use or access the Services and Software is specific to Customer and not assignable or transferable. Customer may not assign or transfer any account, Host Rights, or any other user rights with any other individual or entity, except upon (i) an individual termination of employment or relationship with Customer’s employer, as applicable, or (ii) GruupMeet’s prior express written approval.
CONFIDENTIALITY; PROPRIETARY RIGHTS
Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party). Proprietary Information of GruupMeet includes non-public information regarding features, functionality, and performance of Service. Proprietary Information of Customer includes non-public data provided by Customer to GruupMeet to enable the provision of Services (“Customer Data”). Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third-party, or (d) was independently developed without the use of any Proprietary Information of Disclosing Party or (e) is required to be disclosed by law.
Customer will own all right, title, and interest in and to Customer Data, as well as the data based on or derived from Customer Data and provided to Customer as part of Services, however, limited to the following data: Data provided by the Customer and data related to Customer Data generated by GruupMeet through Customer’s use of Services. GruupMeet will own and retain all right, title, and interest in and to (a) Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, GruupMeet will have the right to collect and to analyze data and other information relating to the provision, use, and performance of various aspects of Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and GruupMeet will be free (during and after the term hereof) to (i) use such information and data to improve and enhance Services and for other development, diagnostic and corrective purposes in connection with Services and other GruupMeet offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES
Customer will pay GruupMeet the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer has an existing account or has previously completed an Order Form within twelve (12) months, Customer will be responsible for any usage agreed to in writing (e.g., email) and Customer agrees to pay the additional fees in the manner provided herein. If Customer’s use of the Services exceeds the Service Capacity set forth in the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. GruupMeet reserves the right to change the Fees or applicable charges and to institute additional charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). STILL, CUSTOMER IS RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS AND/OR THE SITE FOR TIMELY NOTICE OF AMENDED TERMS OR CHANGES. If Customer believes that GruupMeet has billed Customer incorrectly, Customer must contact GruupMeet via its Knowledge Base/Helpsite no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to GruupMeet’s customer support team through GruupMeet’s Helpsite/Knowledge Base.
GruupMeet may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by GruupMeet thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
TAXES
Customer will be responsible for all Taxes associated with Services (“Services”) other than U.S. taxes based on GruupMeet’s net income. Unless otherwise expressly specified by GruupMeet as required by applicable law, all prices shown by GruupMeet and Fees for Customers’ Use of the Services are exclusive of Taxes and Fees (“Taxes”). Where applicable, Taxes will be charged on the invoices issued by GruupMeet in accordance with applicable laws. GruupMeet, in its sole discretion, will (i) calculate the amount of Taxes due, and (ii) change such amounts without notice to Customer.
If Customer is exempt from any Taxes, Customer will provide GruupMeet with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities, to substantiate such exemption status. GruupMeet reserves the right to review and validate tax exemption documentation. If the tax exemption documentation is not provided or not valid, GruupMeet reserves the right to charge applicable Taxes to Customer.
Customer will pay GruupMeet, and Customer is solely responsible for any applicable Taxes. All payments made by Customer to GruupMeet under this Agreement will be made free and clear of any deduction or withholding Taxes, as may be required by applicable law. If any such deduction or withholding Taxes (including domestic or cross-border withholding taxes) are required on any payment, Customer will pay such additional amounts as necessary, such that the net amount received by GruupMeet is equal to the amount then due and payable under this Agreement. GruupMeet will provide Customer with such tax forms as reasonably requested to reduce or eliminate the amount of any withholding or deduction for Taxes in respect of payments made under this Agreement.
Tax Determination (“Tax Location”) is principally based on the location where Customer has established Customer’s business based on Customer Data, or if Customer is an individual, where Customer permanently resides. Tax Location will be defined by GruupMeet as the ‘Sold To’ or ‘Billing’ address provided by Customer. GruupMeet reserves the right to cross reference the Tax Location against other available evidence to validate whether Customer’s Tax Location is accurate. If Customer’s Tax Location is inaccurate, GruupMeet reserves the right to charge Customer any outstanding Taxes.
For Customers that use Services for event registration fees processing, as defined in the subsequent Booking Terms (“Booking Terms”), Customer is solely responsible for its Payment Processing (“Payments”) practices, and Customer indemnifies and holds GruupMeet, its directors, officers, employees, agents, and affiliates harmless from any action, responsibility and/or legal fees related to Payments.
RECURRING BILLING AUTHORIZATION
If Customer purchases the Services or Fees via credit card, debit card or other payment card ("Credit Card"), the following will apply:
By selecting or opting to save Credit Card information during the payment, checkout or purchase process, and agreeing to pay for GruupMeet Services and/or Fees, Customer hereby authorizes GruupMeet, to automatically charge Customer's Credit Card on the same date of each calendar year or month (or the closest prior date, if there are fewer days in a particular month) during the Service Term (“Term”) for all Fees accrued as of that date (if any) in accordance with the applicable Order Form, Invoice, Payment, or Agreement.
Customer acknowledges and agrees that the amount billed and charged at the time of the recurring Term may vary based on Customer's use of the Services, but the Fees will not surpass the amount previously paid, authorized and/or agreed to by Customer in completing Customer’s recent or then-current Order Form, Invoice, Payment, or Agreement.
TERM AND TERMINATION
Subject to earlier termination as provided below, this agreement is for Initial Service Term as specified in Order Form, Invoice, Payment, or Agreement and will be automatically renewed for additional periods of the same duration as Initial Service Term (collectively, “Term") unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In certain countries, Customer may be able to receive a prorated refund (“Refund”) based on the duration of the Term. To check Refund eligibility for countries other than the United States, contact GruupMeet via its Knowledge Base/Helpsite.
In addition to any other remedies, it may have, either party may also terminate this agreement upon thirty (30) days' notice (or without notice in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this agreement. Customer will pay in full for Services up to and including the last day on which Services are provided. Upon any termination, GruupMeet will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter GruupMeet may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
GruupMeet will use reasonable efforts consistent with prevailing industry standards to maintain Services in a manner that minimizes errors and interruptions in Services and will perform Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by GruupMeet or by third-party providers, or because of other causes beyond GruupMeet’s reasonable control, but GruupMeet will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, GRUUPMEET DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND GRUUPMEET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
INDEMNITY
GruupMeet will hold Customer harmless from liability to third parties resulting from infringement by Service of any United States patent or any copyright or misappropriation of any trade secret, provided GruupMeet is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; GruupMeet will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of Service (i) not supplied by GruupMeet, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by GruupMeet, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of Service is not strictly in accordance with this agreement. If due to a claim of infringement, Services are held by a court of competent jurisdiction to be or are believed by GruupMeet to be infringing, GruupMeet may, at its option and expense (a) replace or modify Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using Service, or (c) if neither of the foregoing is commercially practicable, terminate this agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for Service.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, GRUUPMEET AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND GRUUPMEET’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO GRUUPMEET FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT GRUUPMEET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MISCELLANEOUS
If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable. This agreement is not assignable, transferable, or sublicensable by Customer except with GruupMeet’s prior written consent. GruupMeet may transfer and assign any of its rights and obligations under this agreement without consent. This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this agreement and Customer does not have any authority of any kind to bind GruupMeet in any respect whatsoever. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and attorneys' fees in an amount equal to but not greater than the total amounts contracted. All notices under this agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This agreement will be governed by the laws of the State of Texas (or Delaware, if appropriate) without regard to its conflict of laws provisions. The parties shall work together in good faith, and Customer otherwise agrees to reasonably cooperate with GruupMeet to serve as a reference account upon request.
The terms contain proprietary information, which may not be reproduced or disclosed by the Customer except to representatives, attorneys, and accountants of the Customer. The terms include and incorporate the above and included Estimate/Policies, and related Conditions and contains, among other things, warranty disclaimers, liability limitations, and use limitations.
Within our current price structure, we’re unable to make any changes to our standard terms. Maintaining standard terms with all our clients allows us to focus our resources on meeting our customer obligations. Keep in mind that our customer terms have been carefully authored to be fair to you and us. Note that GruupMeet offers a 30-day Money Back Guarantee.
PRODUCT DISCLOSURES
Last Modified: October 6, 2022
CUSTOMER RESPONSIBILITIES. To realize the full value of GruupMeet’s SaaS Usage and Services, your team’s continuous participation and effort are needed. Resources that may be required from you include a GruupMeet advocate (one person within your organization who will take responsibility for relaying updates, features, tips, and all things GruupMeet to your team) and one GruupMeet advocate to keep the sales team up-to-date with strategies, pricing models, and tips effectively reselling the software and services (or equivalent).
GRUUPMEET DASHBOARDS.
- Manifest Upload. Successful imports require following GruupMeet’s easy manifest template. A link to the template and tips can be found in GruupMeet’s Knowledge Base. Some particulars are: (i) There should be a tab labeled “Arrivals” and one for “Departures” IF both tabs are used. If only one tab includes data, delete the other before importing. (ii) The headers need to be identical to those in the template. Headers/columns that are not used can be deleted. The order in which headers or columns are ordered is not important. (iii) If cell phone numbers are used, we strongly encourage using the +19723750540 or appropriate E.164 internationally recognized standard phone number format to ensure the deliverability of event-related text messages across the globe. (iv) You should not include flight times. This information is likely to change and GruupMeet provides this. (v) Email information is suggested because it acts like a “unique identifier.” This data is NOT required. This info will be auto-generated by GruupMeet if excluded. Planners do not need email information or phone numbers to utilize GruupMeet. Email addresses are suggested and auto-generated if excluded because this is an additional communications delivery method and measure to keep the data organized. You have the option to send notifications as you wish. (vi) If both “Arrivals” and “Departures” tabs are utilized, there must be a difference in the number of participants or rows by at least one. The number of rows in both tabs cannot be the same or it will treat this as additional participants.
- Event Notifications. Please see our article, "4 Tips for Event Text Communications," for tips and more information related to the optimization of text message notifications. Our Knowledge Base/Helpsite also includes some sample notifications. We recommend using the “on-demand” notifications feature for testing prior to saving any automated or scheduled notifications or sending messages. When using this feature, please do not add a new participant or a contact with the exact same details (e.g., first name, last name, company name, cell phone, email) as setup for your admin GruupMeet account. Adding a participant with the same contact info as your admin account could create an error that would require debugging from GruupMeet. Simply entering a generic or unique company name and/or email is suggested if you seek to send test notifications to yourself. The automatic notifications can be used for a variety of purposes. For example, the “pre-meeting notification” can be used to send a scheduled message during or after your event. This could apply to the “during meeting notification” too. But an “arrival notification” is sent when a flight lands so you wouldn’t want to use this message if there are no flights. When setting or sending notifications, please wait or contact us for assistance, prior to selecting “Send” multiple times. See our Knowledge Base/Helpsite to learn more.
BETA SERVICES. If we make beta access to some or all of the SaaS Usage Services (the “Beta Services”) available to you (i) the Beta Services are provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Beta Services for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Beta Services. If we inform you of additional terms and conditions that apply to your use of the Beta Services, those will apply as well. We might require your participation to be confidential, and we might also require you to provide feedback to us about your use of the Beta Services. You agree that we own all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.
FREE TRIAL. If you sign-up or request a free trial, we will make the applicable SaaS Usage Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid SaaS Usage Plan. Unless you purchase a subscription to the SaaS Usage Service Plan before the end of the free trial, all your data in your trial account SaaS Usage Plan may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration sign-up page, those will apply as well.
Refer to GruupMeet’s Overview and Pricing Document(s) for additional notes about Pricing terms and Product usage. Click here to view a PDF of these terms.