PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE APPLICATION. BY DOWNLOADING OR USING THE APPLICATION YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT; AND (C) REPRESENT THAT YOU ARE AGED 13 YEARS OR OLDER, AND IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, YOU REPRESENT THAT YOU HAVE REVIEWED THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN AND UNDERSTAND AND AGREE TO ITS TERMS. BY ACCESSING, VIEWING, OR USING ANY PART OF THE APPLICATION YOU AGREE TO ALL OF THE BINDING TERMS AND CONDITIONS CONTAINED HEREIN AND INCORPORATED BY REFERENCE.2. Response Services
A. The GRUUPUP -My safety app and platform is a private closed group initiative. The objective is to call, inform or alert members of your groups or your contact list. GRUUPUP - My Safety does NOT forward any requets to other professional service groups or providers outside of your accepted groups and contacts within the mobile applicatin.
B. DISCLAIMER. THE APPLICATION IS NOT A SUBSTITUTE FOR EMERGENCY SERVICES, SUCH AS 9-1-1. THE "NEED HELP" FEATURE AND/OR SIMILARLY LABELED USER INTERFACE ELEMENTS FUNCTION SIMPLY TO SHARE OR INFORM YOUR PERSONAL CONTACTS AND GROUPS, WHICH ARE UNAFFILIATED WITH THE GRUUPUP COMPANY. THE GRUUPUP COMPANY MAY TAKE REASONABLE PRECAUTIONS TO ENSURE THAT THE ACTIVATION OF THE FEATURE WAS INTENTIONAL. WHILE THE APPLICATION MAY BE AWARE OF YOUR LOCATION DURING USE, ANY GROUP OR CONTACTS MAY BE UNAWARE.
C. Inadequate Network Connectivity. Any Inform or alert feature will not activate until you have properly initiated it through the designated user interface element in the Application. The Gruupup Company is not liable if you have inadequate Network connectivity or if the user interface element does not function due to unforeseeable circumstances. The Application requires your permission to track your location and send you notifications. Without granting this permission, the Application will not function properly and The Gruupup Company is not liable for such malfunction.
D. Right to modify prevously predefined redfined Services. The Gruupup Company reserves the right to modify, terminate, or suspend the predfined alert features at any time, including to the extent permitted, requested or required to do so by any applicable governmental authority, standards setting entity, or insurance interest. Your obligations under this Agreement shall continue in the event of any (i) such modification, termination or suspension; or (ii) any non-emergency policy of any Proper Authority.3. Device(s) and Network(s)
THE FOLLOWING CONCERNS THE DEVICE(S) AND NETWORK(S) REQUIRED FOR THE APPLICATION TO FUNCTION. READ THIS SECTION CAREFULLY. You must provide and use, at your own expense, a Device and Network that are compatible with the Application. The Gruupup Company does not guarantee that the Application or Services can be accessed through, or will be compatible with, all Devices or Networks. The Application or any of its services may fail due to a variety of circumstances, including circumstances or conditions beyond The Gruupup Company's control. You understand and agree that Network connectivity may be interrupted, circumvented or otherwise compromised. Such Network connectivity is beyond The Gruupup Company's control, and The Gruupup Company may not be able to assist in resolution of problems with respect to the application or services relating to such Network connectivity. You understand that your use of the Application and/or services may be limited by your Network provider or by the capabilities or capacities of your Device. If your Device or Network are incompatible, inoperative, interrupted or circumvented, or in 'Airplane Mode' or similar modes without network connectivity, no data will be received by The Gruupup Company and the Application and services may not be available.4. Ownership
A. Grant of License. The Gruupup Company grants you the right to use the Application in accordance with these terms. Your ability to use the Application is limited, non-exclusive, non-transferrable, and cannot be used for commercial purposes without prior written consent from Tsolnetworks Connect Europe, Lda. The Gruupup Company may communicate with you using a chat or notification feature within the application.
C. License Controls. The Gruupup Company reserves all rights not explicitly granted to you. These terms apply to any updated versions of the Application unless new terms are provided with the update.5. Permitted Uses and Restrictions
A. Personal Use Only. You may use the application and its services solely for your personal use and not for commercial purposes, unless agreement is provided in writting.
B. Legal Compliance. You agree to use the application in compliance with all applicable laws and our published policies, as published from time-to-time in notifications sent to you. You may not use the application for any illegal, unlawful, or improper purpose (as determined by The Gruupup Company from time-to-time, in our sole and absolute discretion). You cannot use the Application to harass, bully, falsely accuse, or defame anyone, or to simulate or portray untrue or fictitious scenarios. The Gruupup Company may use and maintain your contact information, such as phone number, name, email address, postal address, or any other information you provide as unique account identifiers.
C. Intellectual Property Rights. The Gruupup Company's software, hardware, firmware, shareware, codes, information, documentation, and any other intellectual property related to the Application are the sole property of Tsolnetworks connect Europe, Lda. and you retain no rights to it. You may not, and you agree not to, or to enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the application, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). You may not, and you agree not to, or to enable or permit others to breach the security of your device and the application for any purpose, including for the purpose of copying any other user's information. Any attempt to do so shall be a violation of The Gruupup Company's rights. If you breach this restriction, you may be subject to prosecution and damages. Unpublished rights are reserved under the intellectual property laws of the United States and Europe. To the extent the Application may be used to reproduce materials, it is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. If you are uncertain about your right to copy any material, you should contact your legal advisor.
D. Trade name. You agree that the words "The Gruupup Company", "The Gruupup Company, Limited", "The Gruupup Company, ." or any variations thereof are trade names that belong to The Gruupup Company, and any related marks are trademarks owned by The Gruupup Company. You specifically agree that you will never, in any way, use the words "The Gruupup Company" or "Gruupup" or any imitation or variant thereof as part of a trade name, company name, or firm name in a manner likely to cause customer confusion with The Gruupup Company's Application and any other The Gruupup Company products or services.
E. Copyright Policy. The Gruupup Company respects the intellectual property rights of others and expects its users to do the same. It is The Gruupup Company's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. The Gruupup Company will respond expeditiously to claims of copyright infringement committed using the application that are reported to The Gruupup Company's Designated Copyright Agent via email at firstname.lastname@example.org. Payment and Fees
Currently the GruupUp . My Safety mobile application is free to use. In the future The Gruupup Company may include a payment option, however will be communicated to the users of GruupUp, giving all gruupup users the option to opt in or out of such service/s.7. Updates
From time to time at our sole discretion, we may develop and provide updates to the Gruupup - My Safety mobile application including feature upgrades, User inteface improvements, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. The Gruupup Company is not responsible for providing any updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the Internet either (i) the application will automatically download and install all available Updates or (ii) you may receive notice of or be prompted to download and install available Updates. You should download and install all updates and agree that the application or portions thereof may not properly operate should you fail to do so. You further agree that all updates will be deemed part of the application and be subject to all terms and conditions of this agreement. You are not authorized to have the application repaired by a third party, and The Gruupup Company is not liable if a third-party has attempted to update, repair or service the application.8. Representations and Warranties
B. Content and Information. You are solely responsible (a) for all content stored on or retrieved from your device or the application and (b) to keep information in the application, including any contact information, current, accurate, complete, and secure. The Gruupup Company may not be held liable for your failure to do so.
C. Unauthorized Access. You assume the risk of unauthorized persons gaining access to the application and/or the data available through the application. You agree to keep confidential all passwords, account information and access codes that permit access to and enable use of the application. The Gruupup Company encourages you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify The Gruupup Company immediately of any breach of security or unauthorized use of your account. The Gruupup Company will not be liable for any losses caused by any unauthorized use of your account. Upon termination of this agreement by The Gruupup Company, The Gruupup Company will immediately, and without notice, disable your access to the application and cancel all passwords or other access codes.9. Disclaimer of Warranties
THE APPLICATION IS PROVIDED "AS IS." THE GRUUPUP COMPANY AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER THE GRUUPUP COMPANY NOR ITS AFFILIATES, MAKE ANY WARRANTY THAT OUR APPLICATION WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH OUR APPLICATION AT YOUR OWN DISCRETION AND RISK.10. Indemnification and Limitation of Liability
A. Indemnification. You indemnify, defend, and hold harmless The Gruupup Company, its employees, officers, directors, and its affiliates against any damages, including reasonable attorney's fees, or claims arising out of: (a) your use of the Gruupup - My Safety application, (b) your violation of this agreement, or (c) your violation of applicable laws or regulations. The Gruupup Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of The Gruupup Company. The Gruupup Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
B. Limitation of Liability. THIS SECTION SIGNIFICANTLY LIMITS OUR LIABILITY TO YOU AND THIRD PARTIES. PLEASE READ THIS SECTION CAREFULLY. The Gruupup - my Safety application is not a substitute for insurance, In no event will The Gruupup Company, or its affiliates, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental, or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to The Gruupup Company under this agreement during the twelve (12) month period prior to the cause of action. The Gruupup Company shall have no liability for any failure, delay, or loss due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
C. Third Party Materials. The application may display, include, or make available third-party content (including data, information, applications, and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that The Gruupup Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Gruupup Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.11. Term and Termination
The Agreement commences when you download or install the Gruupup - My Safety mobile application and will continue in effect until terminated by you or The Gruupup Company as set forth in this section. The Gruupup Company may terminate this agreement at any time without notice if it ceases to support the application, which The Gruupup Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this agreement. Upon termination, all rights granted to you under this agreement will also terminate, and you must cease all use of the application and delete all copies of the application from your Device and account. Termination will not limit any of The Gruupup Company's rights or remedies at law or in equity.12. Dispute Resolution
A. Arbitration. You agree that any dispute, claim or controversy arising out of or relating to these terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the application (collectively, "Disputes") will be settled by binding arbitration between you and The Gruupup Company, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and The Gruupup Company are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and The Gruupup Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these terms.
B. Arbitration Rules and Governing Law. The arbitration will be administered by the European Court of Arbitration ("https://cour-europe-arbitrage.org/") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect, except as modified by this "Dispute Resolution" section. (These Rules are available at https://cour-europe-arbitrage.org/) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
C. Arbitration Process, Location, Procedure, and Fees. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the European Court of Arbitration rules. Unless you and The Gruupup Company otherwise agree, arbitration shall be conducted in the city and state of The Gruupup Company's headquarters by one (1) arbitrator pursuant to the Commercial Arbitration Rules of the European Court of Arbitration. The Parties agree the arbitrator shall be (a) an attorney in good standing by the state where the arbitration is held and (b) experienced in commercial contract law or (c) a retired judge. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the European Court of Arbitration will appoint the arbitrator in accordance with the European Court of Arbitration rules. The Parties agree that the arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court having jurisdiction thereof. The Parties shall bear their respective arbitration costs, and the non-prevailing Party shall bear the costs due the arbitrator and the European Court of Arbitration. Should any suit, action or other legal proceeding arise from, in connection with, or as a result of this Agreement, it shall be brought exclusively in the municipal or state courts of record or the courts of the European Union located in the district or county in which The Gruupup Company's headquarters is located.13. Controlling Law and Severability
This Agreement will be governed by and construed in accordance with the laws of the European Union, excluding its conflict of law principles. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.14. Force Majeure
Our obligations under this Agreement are waived automatically without notice and you release us for all losses following (i) any default or breach of this agreement by you or (ii) the occurrence of equipment failure, riots, strikes, lockouts, terrorism, war (declared or undeclared), weather, natural phenomenon, acts of God, governmental orders, laws, rules or regulations, transportation, environmental conditions or (iii) any other reason beyond the control of The Gruupup Company. Our obligations under this Agreement are suspended for the duration of any such events.15. Miscellaneous
This agreement constitutes the entire agreement between The Gruupup Company and you regarding the Gruupup - My Saefty mobile application, and supersedes all prior or contemporaneous understandings regarding such subject matter. The Gruupup Company may amend or modify this agreement at any time by delivering a modification notice ("Notice") to you via e-mail at the e-mail address you provide. Any notice shall, once transmitted, amend the terms of this agreement. If you (i) object to any amended terms; (ii) you do not agree to this Agreement or (iii) become dissatisfied with the Application in any way, your sole recourse is to immediately discontinue use of the Application. You may not amend or modify this Agreement unless such amendment or modification is in writing and signed by The Gruupup Company. When used in this Agreement, the words "including" and "include" mean "including, but not limited to". Section headings are for convenience only and are not part of this Agreement. References to the singular shall include the plural and references to the plural shall include the singular. You may not assign or sublicense this Agreement. The Gruupup Company may assign all or any portion of this Agreement.Your questions, complaints, and claims should be addressed to The Gruupup Company at email@example.com.