Terms Of Service (Beta)

Note: During the Beta, not all features referenced below may be available.

March 20, 2020

Welcome to Grouplicate’s Terms of Service (the “Terms”). It's our contract with you describing the rules for using Grouplicate. We do our best to keep things succinct and use plain English. Please read the Terms carefully and completely, as it'll help you understand what's important to us and make you more comfortable using our products.

Your Acceptance

This is an agreement between Alumnifire, Inc. (dba “Grouplicate”), a Delaware company based in New York, NY, which is the owner and operator of www.grouplicate.com, the Grouplicate software, and the Grouplicate mobile apps and services that link to these Terms (collectively the “Service”), and you (“you” or “You”), a user of the Service. BY USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS OF SERVICE, AND TO GROUPLICATE'S PRIVACY POLICY, WHICH CAN BE FOUND AT www.grouplicate.com/privacy, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you choose to not agree with any of these Terms, you may not use the Service.

Definitions

“Collective Content” describes all content and information posted by members to the Service including, but not limited to, comments, images, video, text, shared links, and other posts.

A “Group” is an instance of a Grouplicate community of members, consisting of a configuration defined by Group Leaders and content posted by Group Leaders and Group Members.

A “Group Leader” is a Group Member who has additional permissions for moderating and managing a Group.

A “Group Member” is an end-user participant in a Group.

An “Exchange” is an information exchange or other transactional interaction between Group Members facilitated by the Service.

Allowable Content and Acceptable Use

You are responsible for your use of the Service and for any content you provide, including compliance with applicable laws, rules, and regulations. You should only provide content that you are comfortable sharing with others.

At Grouplicate our goal is to create a better and safer platform for groups. With this mission in mind, we have a list of rules. You may NOT:

  • break the law, or, more specifically, violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions or tax regulations;
  • use the Service for any commercial or other purposes that are not expressly permitted by these Terms or copy, store or otherwise access any information contained on the Service or Collective Content for purposes not expressly permitted by these Terms;
  • use manual or automated software, devices, scripts robots, or other means or processes to access, "scrape", "crawl" or "spider" any web pages or other services contained in the Service;
  • systematically retrieve data or other content from our Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • use automated scripts to collect information or otherwise interact with the Service;
  • attack the Service, or otherwise interfere with or damage our Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • infringe or violate the rights of any person or entity, including without limitation, its intellectual property, privacy, publicity or contractual rights;
  • use our Service to distribute unsolicited commercial email ("spam") or advertise services unrelated to information and expertise, except as expressly allowed by these Terms;
  • use our Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  • register for more than one account on the Service or register for an account on behalf of an individual other than yourself;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, or register or create fake and misleading accounts, or use misleading account information in order to engage in spamming, abusive, or disruptive behavior, including attempts to manipulate the conversations on the Service;
  • "stalk" or harass any other user of the Service or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Group Member as permitted by these Terms;
  • recruit or otherwise solicit any other Group Member to join third party services that are competitive to Grouplicate, without Grouplicate's prior written approval;
  • contact a Group Member for any purpose other than the purposes explicitly provided in the Terms; circumvent the obligation to pay any fees related to Grouplicate's provision of the Service, including without limitation by creating an Exchange outside the Service;
  • attempt to publish an offering with false or misleading information, or with a price you do not intend to honor;
  • post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
  • use, display, mirror or frame the Service, or any individual element within the Service, Grouplicate's name, any Grouplicate trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Grouplicate's express written consent;
  • access, tamper with, or use non-public areas of the Service, Grouplicate's computer systems, or the technical delivery systems of Grouplicate's service providers;
  • attempt to probe, scan, or test the vulnerability of any Grouplicate system or network or breach any security or authentication measures;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Grouplicate or any of Grouplicate's providers or any other third party (including another user) to protect the Service or Collective Content;
  • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service or Collective Content to send altered, deceptive or false source-identifying information;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service or Collective Content;
  • “squat” on usernames or Group names within the Service;
  • buy or sell usernames or Group names; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.

We take violations of the above rules seriously, and may prosecute violators to the fullest extent allowed by law. If we need to involve law enforcement, we will.

More on Spam

You may not use the Service for the purpose of spamming anyone. Spam is generally defined as bulk or aggressive activity that attempts to manipulate or disrupt the Service or the experience of users on the Service to drive traffic or attention to unrelated accounts, products, services, or initiatives. Some of the factors that we take into account when determining what conduct is considered to be spamming include:

  • if you have made large number of group or user contact requests, or attempted to join multiple Groups in a short time period;
  • if your posts or comments consist mainly of links and/or are shared without commentary;
  • if a large number of Group Members have flagged you or your content due to untargeted, unsolicited, or duplicative content or engagements from your account;
  • if a large number of spam complaints have been filed against you;
  • if you post duplicative or substantially similar content, replies, comments to multiple Groups or users; or create duplicate or substantially similar accounts;
  • if you post multiple updates to a Group, user or topic with an intent to subvert or manipulate the topic to drive traffic or attention to unrelated accounts, products, services, or initiatives;
  • if you send large numbers of unsolicited posts, comments, or replies;
  • if you are randomly or aggressively engaging with Groups or users to drive traffic or attention to unrelated accounts, products, services, or initiatives;
  • if you post other people’s account information as your own (e.g., bio, posts, comments, profile, user URL, etc.);
  • if you post misleading, deceptive, or malicious links (e.g., affiliate links, links to malware/clickjacking pages, etc.); Accounts created to replace or mimic suspended accounts may be permanently suspended.

We may also remove accounts which Grouplicate at its discretion attributes to entities known to violate the Terms.

Rights Reserved

We may suspend or terminate your account or cease providing you with all or part of the Service at any time for any or no reason, including, but not limited to, if we reasonably believe you have violated these Terms.

Grouplicate reserves the right to ban Groups and Group Members that do not comply with its Terms as assessed in Grouplicate’s sole discretion and interpretation; and Groups under investigation or which have been detected as sharing content in violation of or otherwise have violated these Terms may have their visibility limited in various parts of the Service, including search. Groups and Group Members may not be notified when such an action occurs. Banned Groups and Group Members may contact Grouplicate customer support to request more information. We reserve the right to respond or not respond to such requests.

While we have the right to monitor activity and content on the Service, we are not obligated to do so. The Service is provided solely “as is.” We do not guarantee the accuracy, integrity or quality of any content submitted by users. Because community standards vary and individuals sometimes choose not to comply with our policies and practices, you understand that in the process of using the Service, you may be exposed to content that you find offensive or objectionable in your communities. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Collective Content or communications posted to the Service or endorse any opinions expressed in such content or communications. We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to, issuing warnings, removing the content or terminating accounts and/or subscriptions. We also, however, reserve the right not to take any action. Under no circumstances will we be liable in any way for any content, including, but not limited to any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the Service.

Grouplicate reserves the right to close and delete any user account that has not been logged in for a period of six (6) months or more. Grouplicate will notify any such users whose accounts it intends to delete, by email or SMS, if they have been inactive for greater than five (5) months and provide those users with a minimum of 30 days notice and options on how to keep their content and account active, or how to download their content onto their personal computers. Grouplicate will provide one final notice at least 48 hours prior to deleting an account.

Grouplicate reserves the right to transfer ownership and administration of or terminate a Group that has been abandoned by its Group Leader. A Group is considered abandoned if the Group Leader does not log into the Service for at least six (6) months or does not post to the Group for at least six (6) months. Once the transfer of Group Leadership is effected by Grouplicate, it may be transferred subsequently at any time by Grouplicate.

Fees and Payments

There are no fees for use of many of the features on the Service. However, premium features and subscriptions are available for purchase by Group Members and Group Leaders for additional services the company may offer.

Grouplicate may change the fees and/or benefits associated with premium features from time to time or may immediately suspend or terminate premium features for any or no reason and without advance notice or liability.

When you purchase a premium feature that is paid for by you through recurring payments, you agree that you are authorizing recurring payments, and that such payments and thereby subscription will be made by the method and at the recurring intervals you have agreed to, until the subscription is terminated by you or by Grouplicate. You may cancel a subscription at any time before the end of the current billing period and the cancellation will take effect on the next billing period. If you break any of the Terms in the use of your account and/or in the use of its premium features and subscriptions, in addition to other actions we may take, we may cancel any or all of your premium features and subscriptions immediately and no refund will be granted for any payments you have made.

Grouplicate uses the services of established third party vendors for all payments and payment information. Grouplicate stores no payment information on its servers and is not liable for any breach of payment information or loss that occurs with the payment vendor.

In order to charge you, we or our third party payments processor will ask you to provide customary billing information such as name, billing address and credit card information. You agree to pay Grouplicate for any subscription or premium feature in accordance with these Terms by one of the methods described on the Service. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the subscription or premium feature, either directly by Grouplicate or indirectly, via a third party payment processor or by one of the payment methods described on the Service. If you are directed to Grouplicate's third party payment processor, you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices, and you will want to review those terms before you use their services.

Who Our Services Are For

The use of the Service is for all persons age 13 and over who agree to these Terms. If you're younger than 13, you'll have to wait until you are 13 to use the Service. Life is like that. By continuing to access and use the Service you represent and warrant that you are 13 or older and able to form legally binding contracts, and that your use of the Service and acceptance of these Terms do not violate any applicable laws, rules, regulations, tax requirements, or agreements with third parties that bind you. Additionally, if you are younger than 18, you'll need parental consent in order to upload your personal information and agree to the Terms and Privacy Policy. You cannot use the Service without such consent.

The Terms and Privacy Policy are in force and applicable for all times when users are specifically within the walls of the Service and not engaged in any activity with third party sites or services. Grouplicate is not responsible or liable for any damage or loss related to your use of any third party website or online service that you may visit through links posted to the Service. You should always read the terms and conditions and privacy policy of a third party website or online service before using it, whether directly or in connection with your use of the Service.

The Service is a Venue

The Service is a venue. What we mean by this is that while we provide the offerings defined by the Service, it is Group Members and Group Leaders, not Grouplicate, who create and provide Collective Content. Examples of the types of offerings provided by the Service are 1) connecting Group Members to exchange information, 2) scheduling and facilitating Exchanges, 3) providing email notification of updates associated with an Exchange, 4) hosting Collective Content, 5) integrating with payment collection and distribution services, and 6) otherwise facilitating engagement on, or through, the Service. Grouplicate is not a party to Exchanges or any other conversations between Group Members.

Grouplicate is not required to verify the credentials of or information provided by any Group Member, but, because we're nice people, we strive to ensure the validity of Group Members on the Service so you can feel good about using it. Keep in mind, Group Members are not employees or agents of Grouplicate. Being a venue means that Grouplicate is not responsible for Collective Content, or any other content or information provided as part of an Exchange or any other communication or agreements between Group Members, or liable for any loss or damage created as a result of your reliance on information provided by Group Members or contained in Collective Content.

What we're saying is that you use the Service and any information you get access to as a result at your own risk.

Let us get one more disclaimer out of the way. Information and content you access via the Service is for general information purposes only. It should not be considered a substitute for an in-person visit, evaluation, or professional service. You may want to review laws, regulations, standards, practices and procedures that apply to your particular situation as they may differ depending on your location and specifics. Additionally, Group Members may represent certain licenses, certifications, employment, or education credentials. While we ask all Group Members to represent themselves as accurately as possible, their profile on the Service should not be construed as validation of their credentials by Grouplicate. Bottom line, don't believe what a Group Member says just because they are listed on the Service; you'll need to make that judgment yourself.

At the risk of sounding repetitive (we repeat this concept because it's that important), we reiterate that the Service is a venue intended to facilitate Group Member interaction. Grouplicate cannot and does not edit, modify, filter, screen, monitor, control or guarantee Collective Content or information exchanged between Group Members via the Service. Grouplicate is not responsible for and disclaims any and all liability related to Collective Content and information provided under the Service. Accordingly, Group Members use the service at their own risk.

You may find links to third-party websites or resources on the Service or as part of Collective Content. Grouplicate, of course, doesn't control the internet, so you'll understand that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links on the Service to third party websites or resources do not constitute our endorsement of them or their content, products, or services. Consequently, you're at your own risk if you utilize any of the offerings of such third parties.

Privacy

We take privacy seriously and you should too. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your account and you agree to notify Grouplicate immediately of any unauthorized access or use of your account. Grouplicate is not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

You can find Grouplicate’s Privacy Policy at www.grouplicate.com/privacy for information and notices concerning Grouplicate's collection and use of your personal information.

Passwords

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions taken dependent on supplying your password. We encourage you to use strong passwords with your account, and passwords that are not identical or similar to those used for other sites and services that you may use. Grouplicate cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

Grouplicate Content Data

When you use the Service, we process any data you explicitly enter into the Service (your “Content Data”), including your full name, email address, profile information, posts, comments, photos, videos, images, graphics, files, other materials or media, etc. Grouplicate uses your Content Data for the sole purpose of serving and providing you with the the Service and all its features. You control how we process your Content Data through Privacy & Sharing settings in your account, located in the “Me and my Data” section. At any time you can edit/update, retrieve or delete your Content Data in your account in the “Me and my Data” section. For more information about how we use your Content Data, please see our Privacy Policy.

Content Data are owned by the party contributing such Content Data. As a user of the Service, you are solely responsible for your own Content Data. By transmitting your Content Data or otherwise providing your Content Data through or using the Service you represent that you have all rights and authorizations necessary to post, submit, display, produce, or otherwise transmit, such content. You agree that you will not submit material that is or contains the intellectual property of a third party that you do not have permission to use. You promise that your Content Data does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

Grouplicate is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to Content Data, which may be inaccurate, infringing, offensive, indecent, or objectionable. You understand that all information posted or transmitted through the Service is the sole responsibility of the person from which such content originated and that we are not and will not be liable for any errors or omissions in any content. You understand that we cannot guarantee the identity of users or the accuracy of any data that users may provide any other users with whom you interact in the course of using the Service.

We promise to be clear with you and tell you how you can expect your information to be used when using the Service. Be sure to read our Privacy Policy. However, it's important you understand that your communications and content on the Service are not confidential and shall not be the subject of any special privileges. For example, your communications and content on the Service are not subject to doctor-patient privilege, attorney-client privilege, or any other similar privilege. Communications on the Service are limited as described in these Terms, do not involve in-person evaluations or visits, and as such do not include safeguards and procedures typical of in-person evaluations and visits.

Digital Communications

When you visit or use the Service or send us e-mails, you are communicating with Grouplicate digitally. By doing this, you're agreeing to receive communications from us digitally, and those communications satisfy any requirement to deliver those communications in writing. When we need to tell you something, we'll either send you an e-mail, text message, or post notices through the Service. If you register for an account on the Service, you agree to keep your email associated with the account current.

By using the Service, your Group Leaders may also send communications to you, including via email, through the Service, or via text message.

By providing your contact information, you certify that you have provided your accurate information and give permission to be contacted at the email address and/or phone number provided, including through using autodialed technology. You understand that your consent is not a condition to purchase anything. You can manage your contact preferences through your account. You understand that messaging and data rates from your mobile carrier may apply and you are responsible for any such charges.


Additional Policies for Groups

  1. Misleading or False Groups: Groups must not be misleading, fraudulent, or deceptive.
  2. Impersonation: Groups must not impersonate or falsely represent a brand, entity, or public figure. Where a Group is being used to express support for or interest in a brand, entity, or public figure, it must make clear in the name or description that it is not an official representation.
  3. Gambling: Groups must not facilitate or promote online gambling, online real money, games of skill, or online lotteries without our prior written permission.
  4. Inaccurately Tagged Content: Groups must not inaccurately tag content or encourage users to inaccurately tag content.
  5. Incentivization: Groups must not incentivize people to misuse features or functionality of the Service.

Notification of Requests for Account Information

Grouplicate's policy is to notify users of requests for their account information, which includes a copy of the request, prior to disclosure unless we are prohibited from doing so (e.g., an order under 18 U.S.C. § 2705(b)). Exceptions to prior notice may include exigent or counterproductive circumstances (e.g., emergencies; account compromises, etc.). We may also provide post-notice to affected users when prior notice is prohibited.

Guidelines for Law Enforcement Seeking Customer Data (Worldwide)

Like all service providers, Grouplicate is legally required to turn over customer data that it hosts when it receives valid legal process from a law enforcement authority with jurisdiction. The following guidelines apply to all customer data hosted by Grouplicate.

  1. Service of Legal Process Preservation requests, subpoenas, or search warrants from U.S. law enforcement or civil investigative agencies seeking data regarding Grouplicate's customers may be personally served at, or mailed to the address below. Grouplicate will only respond to requests from non-U.S. law enforcement agencies that are issued by a U.S. court either by way of a mutual legal assistance treaty or a letter rogatory. Civil subpoenas require personal service and will not be accepted via fax or other method.
  2. Valid Legal Process is Required Before Disclosure For all Grouplicate customers disclosure is governed by U.S. law, including the Federal Stored Communications Act (the “SCA”), 18 U.S.C. Sections 2701-2712, as well as by our own Terms of Service and Privacy Policy. In general, we will turn over “basic subscriber” records (i.e., name, email address, phone number, and so on) in response to a valid subpoena that is issued in connection with an official criminal investigation. However, we require a search warrant issued upon a showing of probable cause under relevant state or federal law before we will turn over user content stored on our servers, such as posts, photos, videos, documents, etc. Requests by law enforcement agencies require a valid search warrant or equivalent from an agency with proper jurisdiction over Grouplicate.

Grouplicate Rights

All right, title, and interest in and to the Service (excluding content provided by users) are and will remain the exclusive property of Grouplicate and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Grouplicate name or any of the Grouplicate trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Grouplicate, or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Rights, Trademarks, and Copyrights

Any trademarks, service marks, logos, trade names and other proprietary designations of Grouplicate that you see here in the Terms are trademarks or registered trademarks of Grouplicate. Any other trademarks, service marks, logos, trade names and other proprietary designations of others that you see in other places on the Service are their trademarks or registered trademarks.

Grouplicate respects copyright law and expects its users to do the same. It is Grouplicate's policy to terminate in appropriate circumstances the accounts of Group Members who infringe or are believed to be infringing the rights of copyright holders.

Disclaimers

By using this service, you are agreeing to several things (we use bold font here to make this section stand out). As you read this, if you aren't a lawyer, you may be confused by the term "warranty." A plain English translation for this is roughly "guarantee," "promise" or "commitment," so when we say that we "disclaim any warranty" regarding something that means we aren't promising that the Service will offer whatever comes next. We provide this translation to help you read the Terms more easily, but it does not limit the legal definition of "warranty" with respect to the Terms in any way.

  • Grouplicate has no obligation to conduct background checks on any Group Member.
  • The Service and content are provided "as is," without warranty of any kind, either express or implied.
  • Without limiting the foregoing, Grouplicate explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade.
  • Grouplicate makes no warranty that the Service or content will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
  • Grouplicate makes no warranty regarding the quality of any offerings, the Service, content or any information provided via Exchanges, or the accuracy, timeliness, truthfulness, completeness or reliability of any Collective Content obtained through the Service or any information provided via Exchanges.
  • No advice or information, whether oral or written, obtained from Grouplicate or through the Service or content, will create any warranty not expressly made herein.
  • You are solely responsible for all of your communications, interactions with other users of the Service and with other persons you discover as a result of your use of the Service. You will take reasonable precautions in all such communications and interactions regardless of whether such communications or interactions are organized by Grouplicate. Grouplicate does not make any attempt to verify the statements of users of the Service.

Limitation of Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Service, content, or Exchanges via the Service, and any contact you have with other users of the Service whether in person, by phone, online, or other means remains with you. Neither Grouplicate nor any other party involved in creating, producing, or delivering the Service or content will be liable for any incidental, special, exemplary, or consequential damages arising out of or in connection with these Terms, the use of or inability to use the Service or content, or any communications or interactions with other users of the Service or with other persons you discover as a result of your use of the Service. Such limitation of liability holds true regardless of whether such included damages are based on warranty, contract, tort (including negligence), product liability or any other legal theory and regardless of whether Grouplicate has been informed of the possibility of such damages, even if a limited remedy set forth herein is found to have failed of its intended purpose. Types of damages covered by this provision include, but are not limited to:

  • lost profits
  • loss of data
  • loss of goodwill
  • service interruption
  • computer damage
  • system failure
  • personal or bodily injury
  • emotional distress

In no event will Grouplicate's aggregate liability arising out of or in connection with these Terms and your use of the Service exceed the amounts you have paid or owe as a Group Member in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars ($100) if no such payments have been made. The limitations of damages set forth above are fundamental elements of the basis of the bargain between you and Grouplicate. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

Translation: If bad things (again "damages") happen to you and Grouplicate is found to be responsible and liable, the most you can ask for is your money back that you've spent with Grouplicate in the preceding year.

Indemnity

You agree to release, indemnify, and hold Grouplicate and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including but not limited to reasonable legal and accounting fees, arising from (i) your use of the Service or content; (ii) your violation of these Terms; (iii) your content; (iv) your interaction with any Member, reliance on any information exchanged via the Service; or (v) any violation by you of applicable law or contract terms with a third party to which you are subject. Grouplicate shall have the right to control all defense and settlement activities.

Ownership in and to the Service

Other than Content Data (which we do not own and claim no ownership of), we own or license all right, title, and interest in and to (a) the Service, including all software, features, functionality, text, media, and other content available on the Service (“Grouplicate Content”); and (b) Grouplicate's trademarks, logos, and brand elements (“Marks”). The Service, Grouplicate Content, and Marks are all protected under U.S. and international laws. Grouplicate, the Grouplicate logo, and other Grouplicate logos and names are trademarks of Grouplicate. You agree not to display or use these trademarks in any manner without our prior written permission.

Delaware Law Governs this Agreement

Grouplicate is based in New York City but we are a Delaware corporation, so we use Delaware law to govern our operations. Thus, the law of the State of Delaware (without reference to its choice of law principles) shall govern these Terms. Subject to the Dispute Resolution provision below, you and we agree to submit to the personal jurisdiction of a state court located in the state of Delaware for all matters arising in connection with these Terms or your use of the Service.

Dispute Resolution

In the event of any controversy or dispute between Grouplicate and you arising out of or in connection with your access to or use of Service, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Other Provisions

Grouplicate is provided by Alumnifire, Inc. (dba Grouplicate), a company based in New York, NY.

Under no circumstances will Grouplicate be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.

If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.

The failure of Grouplicate to enforce any right or provision of these Terms will not prevent Grouplicate from enforcing such right or provision in the future.

Grouplicate reserves the right, in our sole discretion to modify these Terms, effective upon the date a revised Terms of Service is posted on the Service with notice to you of such modification. Your continued use of the Service constitutes your binding acceptance of The Terms, as they are amended, revised and posted on the Service periodically. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

You agree that any action of whatever nature arising from or relating to these Terms or the Service will be filed only in the state or federal courts located in the state of Delaware. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

Contact Information

Alumnifire, Inc., dba Grouplicate
Email: legal@grouplicate.com
Address: 37 W 26th Street, Suite 207, New York, NY 10010

Changes

See the version history for the Terms at https://github.com/pegulabs/terms/blob/master/grouplicate_terms.md