terms of services
GROUPIE TERMS OF SERVICE
EFFECTIVE DATE: November 17, 2021
PLEASE READ OUR TERMS CAREFULLY. THEY PROVIDE YOU WITH INFORMATION REGARDING THE LEGAL BINDING TERMS AND CONDITIONS FOR YOUR PERSONAL USE OF GROUPIE. IF YOU DON’T AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU HAVE THE CHOICE OF NOT USING GROUPIE.
FUTURE UPDATES TO THE TERMS AND SERVICES
Groupie plans to consistently update. That being said, Groupie may make changes, update, add, or remove parts to these Terms at any time. When updated, the Terms will be updated inside the App, made available on our website, groupieapp.net for you to view and review when needed. By using the Services after Groupie has changed and updated the Terms, you are agreeing to the updated Terms; if you don’t agree with any of the updated Terms, you must stop using the Services at once.
That being said, we have the right to modify, disable, or delete your account without notice and without liability to you or any other party. Reasons for these termination could include means of false or misleading registration information, interference (ie. hacking) of other users’ accounts or our services, as well as violation of these Terms or any policies or agreements Groupie has in place. If denied access, you agree not to attempt to access the Services. The termination won’t limit any of our rights or remedies. We also have the ability to limit your use of the Services (ie. limit amounts of posts, messages sent, and follower requests).
GENERAL USE OF GROUPIE
The App and Services may not be available in all locations and we may block access to the Services and App from certain locations around the world based on your device’s geolocation information. Because of this, we have the ability to add or remove any areas in which the Services are not available at any given time, without notice to you.
By using the Services, you acknowledge you are at least 13 years of age. If you are not this minimum age requirement, you will not be permitted access to any of the Services at any time.
We have the ability to refuse access to the Services to any individual or entity. That being said, this applies to termination. We can terminate your right to using any of the Services and disallow present and future access to any of the Services.
Terms and Conditions: https://www.spotify.com/us/legal/end-user-agreement/
GROUPIE’S INTELLECTUAL PROPERTY
The App, Services, and all contents, features, UI functionality (including, but not limited to, information, software, images, photos, video, audio, music, recordings, digital downloads, graphics, trademarks, logos, “the look or style”, and design, selection and arrangement of those elements (all together, the “Property”)), are owned by Groupie Studios, LLC and are protected by the United States and international copyright, trademark, patent, trade secret, and other intellectual/proprietary rights laws. The trademark GROUPIE and all logos coinciding with this trademark and the Services are owned and controlled by us. Any and all goodwill created from the use of our trademarks will be at our sole benefit.
Subject to these Terms, Groupie grants you personal, limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to use and display the Property and the Services solely for your personal, non-commercial use. You have no right to modify, edit, copy, reproduce, create different versions of, reverse engineer, alter, enhance, or in any way exploit the Services, App, or Property as a whole in any manner.
You cannot 1). modify, disassemble, decompile, or reverse engineer the App, unless prohibited by law; 2). rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the App to any third-party or use the App to provide time sharing or similar services for any third-party; 3). make any copies of the App; 4). remove, circumvent, disable, hack, damage, or interfere with security-related features of the App , or any other feature that prevent/restrict use or copying of any content accessible through the App, as well as features that enforce limitations on use of the App; 5). delete any of the copyright and other property rights notices on the App. You acknowledge that we will be, again, consistently issuing updated versions of the App and might automatically upgrade the current version of the App on your mobile device. You consent to these automatic upgrades and agree that these Terms will apply to all future updated versions. Please be aware that standard carrier data charges may apply to your use of the App.
We do not own any of the music/audio, album/cover artwork, or artist/band/musician names Spotify provides through their API.
Except for the limited rights expressly licensed in these Terms, Groupie and its third-party licensors/suppliers retain all right, title, and interest in and to the Services.
YOUR GROUPIE ACCOUNT
In order to have access to Groupie’s Services, you will be required to create an account. You are solely responsible for 1). using the settings made available to protect the confidentiality of your personal information; 2). all uses of your account, whether or not you have authorized them. You also agree to provide, maintain and update, real, true, accurate, current, and complete information about yourself when creating a Groupie account. You cannot impersonate any other person/entity or misrepresent your identity/affiliation with any person/entity, including using someone else’s account information. You agree to immediately notify us of unauthorized use of your account information or any other breach of security that you might suspect/become aware of involving/relating to any of the Services. Our Services at some point may offer you the ability to share content to third-party applications/websites. In this case, we don’t control such services and aren’t responsible for any of them. We fully disclaim all liability associated with any of these third-party platforms.
Groupie provides software applications that are available in the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain and download this software through any Distribution Channel, you may be subject to additional terms created by said Distribution Channels. These Terms are for you and us only and aren’t with any of the Distribution Channels. Therefore, if you use any other third-party products/services in connection with your use of the App and our Services, you are agreeing to comply with all available and applicable terms of any agreement for such third-party products/services.
With respect to Software made available for you use in any connection with an Apple® branded product (such software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
You acknowledge these Terms are between you and Groupie only, not with Apple, Inc. (“Apple”), and that as between Groupie and Apple, Groupie, not Apple, is solely responsible for the Apple-Enabled Software and the content.
Your use of the Apple-Enabled Software must comply with Apple’s then-current App Store Terms of Service.
You cannot use the Apple-Enabled Software in any manner that’s in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
You acknowledge Apple has no obligation whatsoever to provide maintenance and support services with respect to the Apple-Enabled Software. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the Apple-Enabled Software.
You agree Groupie, not Apple, is responsible for addressing any claims by you or any third-party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software.
You agree that Groupie, not Apple, shall be solely responsible, to the extent required by these Terms, for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim in the event that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights.
You also represent and warrant that 1). You aren’t located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; 2). You aren’t listed in any U.S. Government list of prohibited or restricted parties.
You agree to comply with all applicable third-party terms of agreement when using the Apple-Enabled Software (ie. you mustn’t be in violation of your wireless data service terms of agreement when using the Apple-Enabled Software).
Finally, you and we at Groupie agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms with respect to the Apple-Enabled Software. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
If you breach any of these Terms, the above license will terminate automatically, and you must immediately stop using our Services and destroy/remove downloaded or printed Property.
The Services include many specific services that are available within the App including 1). The ability to upload images to the Service via your mobile device, 2). the ability to browse the Service from your mobile device, 3). the ability to access features through an application downloaded and installed on your mobile device (“Features”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, updating, or using certain Features may be prohibited/restricted by your carrier, and not all Features may work with all carriers or devices. By using any of the Features, you agree that we may communicate with you regarding Groupie and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Features may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Groupie account information to ensure your messages aren’t sent to any individual that may acquire your old number.
You’re responsible for any information, opinions, messages, comments, and content or material you submit, upload, post, or otherwise make available on, through or in connection with the Services (“Submission”). When you provide said Submissions, you agree that those Submissions shall not be in violation of the “Safety” section below or the Community Guidelines. Although Groupie may, in its sole discretion, monitor, screen, modify, refuse, remove, or edit Submissions for any specific reason, Groupie is not obligated to do so. You have the full responsibility for each Submission you make, including its legality, reliability, and appropriateness, and will be solely liable for any damage or harm resulting from your Submissions.
Groupie values yours and the rest of our community’s safety and we try our hardest to keep our Services a safe place for all groupies (“Users”). But we cannot guarantee this, because people really do be jerks on the internet and love to ruin the fun. That being said, we need you to maintain this level of positivity throughout the Groupie community! By using our Services, you agree that:
You will not violate any law, contract, intellectual property or other third-party right or unlawfully injure another person or their property, and that you are solely responsible for your conduct on the Services and you use the Services at your own risk. We’re not in elementary school anymore, so please act mature and let’s make Groupie a positive environment for any and all users!
You will not post, store, create, or otherwise publish or send through the Services any User Content that violates our Community Guidelines, which can be found in the App and on our website and may be updated every so often.
You will not impersonate another person in a manner that is intended to or does mislead, confuse or deceive others. Be yourself please, and thank you.
You will not post or share another individual’s private information without their express authorization and permission.
You will not attempt to indicate that you have a relationship with Groupie or that Groupie has endorsed you or any products or services.
You will not defame, abuse, bully, harass, stalk, threaten, or otherwise violate the legal rights of others.
You will not use racially or ethnically offensive language.
You will not discuss or incite illegal or violent activity.
You will not post, show on profile, or share Submissions that exploit children or minors or that depict cruelty to animals.
You will not post or share Submissions that violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicly or any other intellectual property or proprietary right.
You will not disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of such solicitation.
You will not use any robot, spider, crawler, scraper or other automated means to access the Services.
You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
You will not use or develop any third-party applications that interact with the Services or Submissions without our prior written consent.
You will not alter the opinions or comments posted by others on the App.
You will not attempt to circumvent any of our content-filtering techniques.
You will not post or share anything inappropriate or disruptive to the Services.
You will not disrupt, negatively affect or inhibit users from having a positive experience with the Services. Again, this community is built around positivity and self-love. Take your negativity elsewhere.
You will not use the Services in violation of these Terms and/or for any unlawful purposes.
You will not post or share anything contrary to our public image, goodwill or reputation.
This list of prohibitions provides examples and is not exhaustive or exclusive. Groupie reserves the right to 1). suspend or terminate access and your ability to post to the Services (or otherwise use the Services), 2). delete, remove, or refuse to distribute any Submissions, all with or without cause and with or without notice, for any reason or no reason without liability to you. If Groupie believes a Submission violates any of these Terms, it may make that Submission invisible to other users without notifying you. Your Submission will be visible to you, but will not appear for any other user. Groupie may report to law enforcement authorities for any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Groupie’s discretion, Groupie will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Services or on the internet. To the extent the law allows, we reserve the right to reveal your identity or any other information we know about you if a complaint or legal action arises from your Submission or message(s).
Unauthorized use of any Property or Third-Party Content contained in the Services may violate certain laws and regulations. You agree to indemnify and hold us and our parents, subsidiaries, and affiliates, and our and their respective officers, directors, members, shareholders, employees, contractors, consultants, agents, representatives, licensors, suppliers, services providers, successors and assigns (collectively, the “Indemnified Entities”) harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Groupie or any other Indemnified Entity suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Services or the use of the Services by any person using your phone number or email account to register and/or your password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.
Our Services offer interactive communications via the timelines and messages. Please be aware that the timeline is public or may be available to public access. You acknowledge that with the timeline being public, so please use respect when interacting with other users via the Services. Though messages are not public and are private, we ask you please use respect here as well when using said Services. You are responsible for the content you post and message and the consequences of posting the content/messaging and your interactions with third parties through our Services. Such dealings are solely between you and such third parties. We urge you to be cautious about these interactions. Your use/reliance on such content is at your own risk, and we are not responsible for it. We reserve the right to remove without notice any posting or communication for any reason, but we have no obligation to delete content that you may find objectionable or offensive. Information and opinions expressed through the App and all interactive communications by others are not necessarily ours.
THIRD-PARTY CONTENT, LINKS, AND INFORMATION
Our Services may include content posted or uploaded by third parties (“Third-Party Content”). Unless our Services make clear otherwise, we do not claim ownership of Third-Party Content and it does not necessarily express our views. Because it’s not content we have posted or uploaded, we aren’t responsible for Third-Party Content and cannot verify its accuracy, timeliness, completeness or usefulness. We have the right, but not the obligations, to monitor, edit or remove the Third-Party Content from the App. Your use or reliance on Third-Party Content is at your own risk, and we aren’t responsible for it.
If you have a dispute with any other user of our Services or any third-party, you agree that the dispute is between you and the third party and we are under no obligation to become involved, and you release us and our parents, subsidiaries, affiliates, members, officers, directors, shareholders, employees, consultants, service providers, licensors, successors, assigns, and business partners from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected to such dispute.
Our Services may use third-party trademarks and logos to identify third parties and resources. Our use of these marks does not imply affiliation with or endorsement of the third party. These marks are the property of their respective owners.
You may experience links to third-party materials or other access to other sites that are not owned, controlled or even in relationship with Groupie. Groupie has no control over such sites and resources and Groupie is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Groupie will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Groupie has no liability for any loss or claim for use of any third-party website, service, or content while using the Service. If an advertiser were to promote a service or good on Groupie, your relationship is solely between you and the advertiser. Groupie isn’t responsible for any loss or damages from a relationship with the advertiser.
We’ll do our best to provide uninterrupted access to our Services, but cannot guarantee continuous and uninterrupted access to our Services, and operation of our Services may be affected by circumstances outside of our control. You’re responsible for providing or obtaining Internet access and any hardware or software necessary to connect to the Internet or use our App.
Your access or use of our Services through a mobile device will require wireless service and may require software. Our Services may offer text-messaging capability. You are responsible for these requirements, all applicable charges and fees incurred from them, and the terms of your agreements with your mobile service and telecommunications providers. Not all features of our Services may work with or be permitted by your device or network provider. We are not responsible for the unavailability or delays in wireless, text-messaging, or telecommunications service, or any loss, damage or security breach or disclosure of your information to third parties from use of such services.
FORCE MAJEURE CLAUSE
If you or we are prevented from performing or are unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence, but in no event later than 60 days.
NOT PROFESSIONAL ADVICE
The content on our Services is provided for general informational, opinionated, and entertainment purposes only and should NOT be construed as advice. We do not warrant the accuracy, completeness or usefulness of this information. The content is not intended to, and does not, constitute spiritual, legal, medicinal, financial or professional advice, and may not be used for such purposes. Any reliance you place on such information is strictly at your own risk.
YOU UNDERSTAND AND AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK, ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. OUR SERVICES AND THE PROPERTY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PROPERTY MAY NOT HAVE BEEN VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY GROUPIE, AND THEY MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. GROUPIE DOESN’T WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE SERVICES OR THE PROPERTY. GROUPIE HAS NO LIABILITY FOR ANY LOSS OF, OR ERRORS OR OMISSIONS IN SUBMISSIONS, OR FOR ANY ERRORS OR OMISSIONS IN THE PROPERTY OR ANY OTHER PORTION OF THE SERVICES, WHETHER PROVIDED BY GROUPIE, OUR LICENSORS OR SUPPLIERS OR OTHER USERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF OUR SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WE ARE NOT LIABLE FOR ANY INTERRUPTIONS, ERRORS, COMPUTER VIRUSES, SPYWARE, OR OTHER HARMFUL COMPONENTS IN THE USE OF OUR SERVICES. WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES AND THE PROPERTY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, FREEDOM FROM DEFECTS, UNINTERRUPTED USE, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. THIS INCLUDES LOSS OF DATA OR PROFIT ARISING OUT OF THE USE OR THE INABILITY TO USE THE SERVICES. WE DO NOT WARRANT THAT ANY CONTENT OR INFORMATION ACCESSED THROUGH OUR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, DEFECTS WILL BE CORRECTED, OR OUR APP OR THE SERVERS THAT MAKE OUR APP AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT WILL WE OR ANY OF OUR PARENTS, SUBSIDIARIES, OR AFFILIATES, OR THEIR OR OUR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO ANY USE OF OUR SERVICES OR THE INFORMATION CONTAINED ON OUR SERVICES, THE USE OF OR THE INABILITY TO USE OUR SERVICES, OR ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OUR SERVICES, OR LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF A USER’S TRANSMISSIONS OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE GREATER OF THE TOTAL FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CAUSE OF ACTION OR ONE DOLLAR ($1.00). SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
WAIVER OF CALIFORNIA CODE SECTION 1542 AND SIMILAR LAWS
BY USING OUR SERVICES, YOU WAIVE ANY RIGHTS YOU MAY HAVE WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR,” AND ANY SIMILAR LAW OF ANY OTHER JURISDICTION.
SERVICE LOCATION/INTERNATIONAL USE/EXPORT CONTROLS
Groupie controls and operates the Services from its headquarters in the United States and the Services may not be appropriate or available for use in other locations. You’re responsible for following applicable laws and regulations in your jurisdiction, including but not limited to laws and regulations regarding the transmission of technical data exported from the United States or the country in which you reside.
We prohibit accessing content from within jurisdictions where such content is illegal. If you choose to access our Services from outside the United States, you do so on your own initiative and are solely responsible for complying with applicable local laws, including applicable laws regarding the transmission of data exported from the United States or the country in which you reside. Certain software and services offered on or through our Services may be subject to United States export controls and economic sanctions laws. In particular, but without limitation, software and software services through our Services may not be exported to any U.S. embargoed countries or anyone on the U.S. Treasury Department’s list of Specifically Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
If you send or transmit any communications, comments, questions, suggestions, or related materials regarding Groupie or the Services, whether by email or otherwise (collectively, “Feedback”), such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Groupie is free to use, without any attribution or compensation to you, any and all Feedback for any purpose whatsoever. You understand and agree that Groupie is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
If you offer any comments or suggestions about the Service, you agree that your disclosure is gratuitous, was not requested and without restriction and will not place Groupie under any fiduciary or other obligation, and that Groupie has the ability to use your suggestion for other purposes, and/or to share the idea to anyone without confidentiality. If Groupie were to receive your suggestion or idea, Groupie still has rights to ideas similar to your suggestion or conceived from sources besides you.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER
Please read the following provision (the “Provision”) carefully; it requires you to arbitrate disputes with Groupie and otherwise limits the ways you can seek remedies from us.
Customer concerns can be reviewed and could be resolved quickly by contacting us at email@example.com. Contact us via this email if you have any concerns.
This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and Groupie. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or a jury.
This Provision provides that all Disputes between you and Groupie shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).
For the purpose of this Provision, “Groupie” means Groupie and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, contractors and agents. The term “Dispute” means any dispute, claim, or controversy between you and Groupie regarding any aspect of your relationship with Groupie, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as Groupie’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
PRE ARBITRATION CLAIM RESOLUTION
For all Disputes, whether pursued in court or arbitration, you must first give Groupie an opportunity to resolve the Dispute. You must commence this process by mailing written notification to GROUPIE STUDIOS, LLC, 1008 Windsong Way, Louisville, Ky 40207. That written notification must include 1). your name, 2). your address, 3). a written description of your Claim, and 4). a description of the specific relief you seek. If Groupie doesn’t resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
EXCLUSIONS FROM ARBITRATION/RIGHT TO OPT OUT
Notwithstanding the above, you or Groupie may choose to pursue a Dispute in court and not by arbitration if 1). given the nature and amount of the Dispute, it may be initiated in small claims court; or 2). YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to GROUPIE STUDIOS, LLC, 1008 Windsong Way, Louisville, Ky 40207. Your written notification must include 1). your name, 2). your address, and 3). a clear statement that you don’t wish to resolve disputes with Groupie through arbitration. Your decision to opt out of this Arbitration Provision will have no adverse effect on your relationship with Groupie. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
Arbitration Organization: If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or Groupie may initiate arbitration proceedings. The American Arbitration Association (“AAA”), http://www.adr.org/ , or JAMS, http://www.jamsadr.com/ , will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules for Emergency Measures of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at http://www.jamsadr.com/ or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because the Services and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award: The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration: You or Groupie may initiate arbitration in either Nashville, Tennessee or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, Groupie may transfer the arbitration to Nashville, Tennessee, in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.
Payment of Arbitration Fees and Costs: Groupie will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Groupie as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
CLASS ACTION WAIVER
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Groupie specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by entering into this Agreement you and Groupie are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and Groupie might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided in this Provision, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.
This Provision shall survive the termination of your service with Groupie or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if Groupie makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require Groupie to adhere to the language in this Provision if a Dispute arises.
INTELLECTUAL PROPERTY POLICY / DIGITAL MILLENNIUM COPYRIGHT NOTICE
Groupie respects the intellectual property rights of others. If you have a good-faith belief that your intellectual property appears on the Services in violation of your copyright, please provide Groupie’s designated copyright agent listed below the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Services, and information reasonably sufficient to permit Groupie to locate the material.
Information reasonably sufficient to permit Groupie to contact you as the complaining party, including an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Groupie’s agent for notice of claims of intellectual property infringement on the Services can be reached as follows:
ATTENTION: COPYRIGHT AGENT
1008 Windsong Way, Louisville Ky 40207
Please be advised that if you materially misrepresent that material is infringing your intellectual property, you may be liable for damages (including costs and attorneys’ fees). If you are not sure whether the material infringes on your intellectual property, you should consider contacting an attorney before contacting us.
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid take-down notice that we have received in accordance with the requirements set forth above. If you receive such notice from us, you may provide us with a counter-notification in writing to Groupie’s designated agent that includes all of the following information:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification; and
Your name, current physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your current physical address is located, or if your current physical address is outside of the United States, for any judicial district in which Groupie may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
PLEASE NOTE THAT INFORMATION PROVIDED IN THIS LEGAL NOTICE MAY BE FORWARDED TO THE PERSON WHO PROVIDED THE ALLEGEDLY INFRINGING CONTENT. UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES. GROUPIE TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU OR ANY OTHER USER OR THIRD PARTY BROADCASTS OR SENDS THROUGH THE SERVICES. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING OR PUBLISHING IT, AND YOU AGREE THAT WE ARE ONLY ACTING AS A CONDUIT FOR YOUR ONLINE BROADCAST AND PUBLICATION OF YOUR CONTENT. PLEASE NOTE THAT THIS PROCEDURE IS EXCLUSIVELY FOR NOTIFYING GROUPIE AND ITS AFFILIATES THAT YOUR COPYRIGHTED MATERIAL HAS BEEN INFRINGED. THE PRECEDING REQUIREMENTS ARE INTENDED TO COMPLY WITH GROUPIE’S RIGHTS AND OBLIGATIONS UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”), INCLUDING 17 U.S.C. §512(C), BUT DO NOT CONSTITUTE LEGAL ADVICE. IT MAY BE ADVISABLE TO CONTACT AN ATTORNEY REGARDING YOUR RIGHTS AND OBLIGATIONS UNDER THE DMCA AND OTHER APPLICABLE LAWS. IN ACCORDANCE WITH THE DMCA AND OTHER APPLICABLE LAWS, GROUPIE HAS ADOPTED A POLICY OF TERMINATING, IN APPROPRIATE CIRCUMSTANCES, THE ACCOUNTS OF USERS WHO ARE DEEMED TO BE REPEAT INFRINGERS. GROUPIE MAY ALSO, AT ITS SOLE DISCRETION, LIMIT ACCESS TO THE SERVICES AND/OR TERMINATE THE ACCOUNTS OF ANY INFRINGERS OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WHETHER OR NOT THERE IS ANY REPEAT INFRINGEMENT.
You’re responsible for all taxes, duties, levies, and fees, including any sales, use or withholding taxes, imposed on or in connection with use of our Services by any taxing authority worldwide.
RELATIONSHIP BETWEEN PARTIES
You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or any use of the Services. You agree not to hold yourself out as our representative, agent, or employee, and we shall not be liable for any representation, act or omission made by you.
You agree to defend, indemnify and hold harmless us, our parents, subsidiaries, and affiliates, and their and our respective officers, directors, members, shareholders, employees, contractors, consultants, agents, representatives, licensors, suppliers, service providers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your representations and warranties in these Terms, your use of the Services, including, without limitation, your Submissions, any use of the App’s content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the App, or infringed by you, or other use of the App using your computer, of any intellectual property or any other right or any person or entity. You will cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any such matter without our written consent.
The Federal Arbitration Act, Tennessee state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the Services or the use of the Services by you will be heard in the courts located in Nashville, Davidson County, Tennessee. By using the Services, and thereby agreeing to these Terms, you consent to personal jurisdiction and venue in the state and federal courts in Nashville, Davidson County, Tennessee, with respect to all such disputes. You acknowledge that your breach or potential breach of any of these Terms or infringement or potential infringement of our intellectual property rights may cause us irreparable harm for which recovery of money damages would be inadequate. You agree that we will be entitled, in addition to any other remedies available to us, to seek any relief, equitable or otherwise, to prevent or restrain such breach or potential breach. These Terms are the entire agreement between you and Groupie and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Groupie about the Services.
If you have any additional questions in regards to these Terms or would like to chat with us about anything related to Groupie, please reach out to us via our email, firstname.lastname@example.org, and we’ll get back to you as soon as we can!