1. INTRODUCTION

    1. These Terms and conditions of use and Services (the “Terms of Use”) contained herein on this webpage is a legal agreement between Groupify Inc.(hereinafter referred to as “Groupify”, “we” or “us” or “our”) and all persons or entities that request for the provision of the Service or use the Services (hereinafter referred to as “you”, “your”, the “Customer) through its website regarding your use of our web service, specifically including each community you create or join (collectively the “Service”)
    2. These Terms of Use shall govern the provision of the Service and your use of our Platform. We advise that you read these Terms of Use before subscribing to our Service.
    3. By proceeding to use our Services, you confirm that you have carefully read and understood the purport of these Terms of Use and agree to be bound by it. If you have any reservations or questions regarding these Terms of Use, please contact us via the contact information stipulated herein.

  2. USING THE SERVICE

    1. How It Works Our Service enables people to create, manage, scale, or participate (“Hosts”) in a community dedicated to an interest, passion, identity, or individual for a fee. People who create a community do so to invite in people (“Members”) to connect with each other, to message, and exchange information and content. Hosts manage their community by adding their own branding, choosing which features they enable, the people they invite, and the activities they organize in their community.
    2. Eligibility By signing on to use our Services, you are warranting that you are not a person barred from receiving Services under the laws of the applicable jurisdiction. You undertake and agree to provide us with information that is accurate, and not to misrepresent your identity or your user information. You are only entitled to access and use the Services for lawful purposes.
    3. Registration You will set up an account with each community you join and participate in. When you set up a profile with any community, we treat registration information according to our Privacy Policy. Your name and contact information will be made available to your Hosts. You are responsible for maintaining the confidentiality of your password.
    4. Acceptable Use When you create or join any community, you agree to follow the community Acceptable Use Policy at all times. We reserve the right but have no obligation or liability for, monitoring any interactions with other Members or Hosts of the Service. You may submit a complaint or concern about another Member or Host to [email protected]
    5. Termination You may close your Host or Member account at any time by going to account settings and disabling your account. We may terminate your account if you violate the terms of this Terms of Use or for any other reason. We may suspend your use of the Service at any time for any reason, without any notice.
    6. Your Content You keep complete ownership of all content and activity in your community. You give us permission to run your community, such that content, data, and activity shows up. Make sure you have permission to use content that you post on communities.

  3. INTELLECTUAL PROPERTY

    All right, title and interest in the Service, including the Groupify buttons, badges, logos, widgets, text, images, design, software, documentation, source code, algorithms, graphics, photographs, video and audio files, other files, data, and the selection, arrangement, structure, coordination, and “look and feel” thereof (excluding Your Content, User Generated Content, Your Data, third-party web services or third-party content linked to or posted within the Service) (collectively “Service Materials”) are the property of Groupify Inc. and/or its licensors. We retain all right, title, and interests in and to the Service Materials. Except as expressly provided in these Terms of Use, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Service Materials without our express written permission.

  4. OUR LICENSES TO YOU. Subject to these Terms of Use, we grant you a limited, non-exclusive license to use and access the Service Materials and the Service. Except for the rights and licences granted in these Terms of Use, we reserve all other rights and grant no other rights or licences, implied or otherwise.

  5. FEES You agree to pay the applicable fees when you sign up.

  6. WARRANTY DISCLAIMER WE TRY TO KEEP OUR WEBSITE AND SERVICES AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT AT YOUR OWN RISK. WE PROVIDE THE WEBSITE AND THE CONTENT “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND (INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT OUR WEBSITE, PLATFORM, PRODUCTS, AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL BE 100% FRAUD OR FAIL-PROOF, AND REMAIN FREE FROM ANY INTERRUPTION, BUGS, INACCURACIES, AND ERROR-FREE. YOUR USE OF OUR SERVICES ARE AT YOUR OWN RISK AND YOU ALONE WILL BE RESPONSIBLE FOR ANY DAMAGE THAT RESULTS IN THE LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM OUR WEBSITE, PLATFORM, OR OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED. WE WARRANT THAT WE SHALL USE OUR BEST ENDEAVOURS TO ENSURE THAT THE SERVICE OPERATES OPTIMALLY AT ALL TIMES IN ACCORDANCE WITH THE BEST INDUSTRY STANDARD.

  7. LIMITATION AND LIABILITY PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF GROUPIFY INC. WE MAKE NO PROMISES WITH RESPECT TO AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY MEMBER, HOST, OR THIRD PARTY, (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICE, INCLUDING AN INTEGRATED SERVICE PROVIDER (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY, HOST, OR MEMBER YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICE. YOU AGREE THAT UNDER NO CIRCUMSTANCE SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS (WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH) ARISING OUT OF OUR PLATFORM OR SERVICE (INCLUDING, WITHOUT LIMITATION TO INABILITY TO USE OR ARISING FROM THE RESULT OF USE OF OUR PLATFORM OR SERVICE) WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, TORT, CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS ON THE SCOPE AND DURATION OF SUCH WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU IN THEIR ENTIRETY BUT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  8. INDEMNIFICATION You hereby indemnify us and undertake to keep us, our staff, and affiliates indemnified against any losses, damages, costs, liabilities, and expenses (including without limitation to reasonable legal fees and expenses) arising out of any breach by you of any provision of these Terms of Use or arising out of any claim that you have breached any provision of these Terms of Use. You hereby undertake to indemnify and hold us harmless from and against any claim, suit or proceeding brought against us arising from or in connection with violations of Intellectual Property or other rights of third parties in relation to your use of the Service.

  9. FORCE MAJEURE Under no circumstances shall we be held liable for any delay or failure or disruption of the Service delivered through our Platforms resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

  10. BREACHES OF THESE TERMS Without prejudice to other rights accruable to us under these Terms, any breach of these Terms will warrant our institution of such measures that we deem appropriate to deal with the breach, which may include but shall not be limited to suspending or prohibiting your access to and/or use of our Platforms, blocking computers using your IP address from accessing our Platforms, contacting your internet Service provider to request that they block your access to our Platforms and/or bringing court proceedings against you.

  11. UPDATES, MODIFICATIONS AND AMENDMENTS We reserve the sole right to update, modify, change or revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms will always be on this page and will continue to govern our relationship with you. We advise that you check this page often, referring to the date of the last modification on the page. We will also try to notify you of any material changes which could be done via the email associated with your Account or Service notification. By continuing to use our Service after the changes become effective, you agree to be bound by the revised Terms.

  12. SEVERABILITY The Terms of Use will be enforced to the fullest extent permitted under applicable law. If any provision of the Terms of Use is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms of Use will remain in effect.

  13. NOTICES All legal notices or demands to or upon us shall be made in writing and sent to us personally, by courier, certified mail, to our registered address on our website and our contact e-mail in the “Contact us” clause below.  All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, or email to the last-known correspondence, fax or email address provided by the User. You agree that all agreements, notices, demands, disclosures and other communications that we send to you electronically satisfy the legal requirement that such communication should be in writing.

  14. GOVERNING LAW AND DISPUTE RESOLUTION These Terms of Use shall be interpreted and governed by the laws currently in force in Delaware. We shall try to settle all disputes amicably. Any dispute arising out of these Terms which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to the exclusive jurisdiction of a Court of competent jurisdiction in Delaware.

  15. CONTACT US Please feel free to contact us if you have any complaints, feedback, and/or questions about us, our Service, and/or these Terms, you may contact us at [email protected]

  16. EFFECTIVE DATE

This Terms of Use and Service is effective this 1st day of August 2022.