Updated: November 13, 2024
IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Service”) describes the terms under which Groupize, Inc. (“Groupize“) offers each individual or entity (hereinafter, “Company”) access to its Services through the Services (defined below).
By clicking “I Agree” after reading the terms below and accessing the SaaS or any content found within the Services, Company agrees to comply with and to be bound by the Terms of Service, including the policies and guidelines linked to (by way of the provided URLs) from these Terms of Use. If Company does not understand or agree with these Terms of Service, please do not use the SaaS.
These Terms of Service and the applicable Work Order (defined below) in which these Terms of Service are referenced together comprise a binding written agreement (the “Agreement”) between the Company identified in the Work Order and Groupize effective as of the date of mutual execution (the “Effective Date”) of the Work Order(s) by Groupize and Customer.
1.1 Subject to the terms and conditions of the Agreement, Groupize (i) hereby grants to Company a non-exclusive, non-transferable, non-sublicensable, fee-based and revocable subscription right to access and use a unique instance of the Groupize software, having the functionality set forth in one or more work orders agreed to by Groupize and Company from time to time (each, a “Work Order”), hosted remotely by or on behalf of Groupize (the “SaaS”) through unique log-in rights for the term set forth in the Work Order (the “ “Subscription Term”) provided that no Work Order shall have a Subscription Term exceeding thirty-six (36) months; and further provided that such Work Order(s) may place limitations on the number of Authorized Users and/or the volume of SaaS made available thereunder; and (ii) agrees to provide Company with such other services as are set forth in a Work Order (collectively, with the SaaS, the “Services”). For the avoidance of doubt, this license does not entitle Company to distribute or re-sell the Services, any component of the Services or any data accessed through the Services. In the event that Company requests and Groupize elects to perform services in addition to the Services, Groupize shall prepare a new Work Order or an amendment or change order to an existing Work Order for Company approval. Any such additional Work Orders, amendments or change orders shall only be effective and considered part of the Services upon the written approval of both Parties.
1.2 The access rights granted in Section 1.1 include a right for Company to grant (i) administrative access to the SaaS to its and its vendor’s and contractor’s administrative/travel personnel (collectively, “Authorized Users”) through the use of unique log-in information for the internal business purposes of Company only, and (ii) access to the SaaS to individual persons who are invited to Company events for which the Services are being used under the Agreement (“Event Invitees”) through invitations sent to such Event Invitees by the SaaS as administered by Company.
1.3 Company acknowledges and agrees that either Company or Groupize may include the trademarks, logos and colors of Company (collectively, the “Licensed Indicia”) within the SaaS as set forth in the applicable Work Order and hereby grants Groupize a non-exclusive, non-transferable right and license to use/host such Licensed Indicia for such purpose only. Groupize acknowledges that it will not acquire an interest of any kind in the Licensed Indicia or goodwill associated therewith by virtue of the use hereunder. Company agrees to cooperate with and make available such personnel, license and other resources to the extent necessary for Groupize to perform the Services as contemplated by each Work Order.
1.4 Groupize agrees that all data provided by Company or an Authorized Users or Event Invitees (collectively, “Users”) to Groupize under the Agreement will be used by Groupize solely to perform the Services under the Agreement and pursuant to its privacy policy located at https://www.groupize.com/privacy-notice/ (the “Privacy Policy”). Notwithstanding the foregoing, Groupize shall be permitted to use de-identified, aggregated data regarding the performance of the SaaS (e.g. number of events, number of Users) for its own internal purposes and for promoting services which are the same or similar to the Services to other customers.
1.5 Access to the SaaS is limited to the version in Groupize’s production environment, accessed via the internet by use of a Groupize-supported browser. Groupize regularly updates the SaaS and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. Company is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the SaaS, including but not limited to internet access and adequate bandwidth.
2.1 Each Party represents and warrants that it has all necessary right, power and authority to enter into the Agreement and to perform the acts required of it hereunder, and the entry into the Agreement by it, and the performance by it of its obligations and duties hereunder, does not and will not violate any law, rule or regulation applicable to it or any agreement by which it is bound.
2.2 Company represents and warrants that: (a) Company is in compliance with and will comply with all laws applicable to its use of the Services; and (b) Company and its Authorized Users own or otherwise have and will have the necessary rights and consents in and relating to all content that Company or any Authorized User using the Services under Company’s logon credentials submit to the Services so that, as received by Groupize and stored and shared within the Services, such content does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy right or other rights of any third party or violate any applicable law.
2.3 THE SERVICES ARE PROVIDED TO COMPANY “AS IS,” “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GROUPIZE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. COMPANY AGREES THAT GROUPIZE CANNOT CONTROL AND IS NOT RESPONSIBLE FOR THE BEHAVIOR AND COMMUNICATIONS OF THIRD PARTIES, INCLUDING OTHER USERS. WITHOUT LIMITATION TO THE FOREGOING, GROUPIZE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET COMPANY’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, PLATFORMS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. GROUPIZE TAKES NO RESPONSIBILITY WHATSOEVER FOR THE INFORMATION COMPANY HAS UPLOADED TO THE SERVICES AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, OR LOSS OF SUCH INFORMATION, OR FAILURE TO STORE ANY OF SUCH INFORMATION. NOR IS GROUPIZE RESPONSIBLE FOR LOSS OF INFORMATION THROUGH THE ACTION OF ANY THIRD PARTY OR BECAUSE OF CIRCUMSTANCES BEYOND GROUPIZE’S CONTROL.
3.1 Company shall not, and shall not allow Users or others to, (i) combine the Services or Software (defined below) with other software other than as approved of by Groupize; (ii) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; (iii) reverse engineer, disassemble, decompile, or attempt to reconstruct, identify or discover or otherwise derive the source code, underlying ideas, underlying interface techniques or algorithms, or modify, port, translate, localize, or create derivative works based on the Services or Software by any means whatsoever; (iv) create instances of or copy, provide access to (other than as specifically set forth in the Agreement) or sublicense, resell, distribute or otherwise use the Software for commercial time-sharing, rental or service bureau use; or (v) take any action or fail to take any action that would cause any of the Services or Software to be placed in the public domain or to be disclosed to a third party. Any rights to the Services and Software not specifically granted herein shall be reserved for Groupize. For purpose of the Agreement, “Software” shall mean all software (in object and source form), and all underlying algorithms, user interfaces and network and database designs and schemas, architecture, class libraries, and objects, all unique expressions of the selection, organization and presentation of user visible functions, all training materials and documentation (both printed and electronic), all processes, analyses and methodologies, all know-how, and all trade secrets and any related intellectual property rights throughout the world (whether owned or licensed from a third party) used by Groupize to perform the Services or provided under the Agreement and all corrections, fixes, modifications, enhancements, updates, upgrades, and customizations thereto and derivative works thereof developed solely by Groupize or by or with the input of another party. Company shall be responsible for all actions taken by Users arising from access to the SaaS and a violation of the Agreement by a User shall constitute a violation of the Agreement by Company.
3.3 Company agrees not to access (or attempt to access) the Services by any means other than through the website platform or any mobile app interface that is provided by Groupize. Company agrees that it will not copy or scrape, through manual or automated means, any data from the Services apart from its use of the data needed by or useful to it for its individual use consistent with the intended use of the Services. Company agrees that it will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Company agrees that it will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. Company agrees that its is solely responsible for (and that Groupize has no responsibility or liability to Company or to any third party for) any breach of Company’s obligations under this Agreement and for any consequences (including any loss or damage which Groupize may suffer) of any such breach. Company agrees that it shall not transmit to Groupize or upload to or through the Services (whether as User Content or otherwise) any Harmful Code or use or misappropriate the Services for its own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “Trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.
3.4 Company may not remove or export or permit a User to remove or export from the United States or allow the export or re-export of the Services or Software, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. The software included as part of the Software and the Services are commercial items, as defined in FAR 2.101. Such software is “commercial computer software,” and its related documentation is “commercial computer software documentation,” as described in FAR 12.212. Consistent with FAR 12.212, access to and use of such software will be governed by the Agreement.
3.5 Company and Users shall use the SaaS exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and the Privacy Policy.
3.6 Without limiting the foregoing and by way of example only, neither Company nor Authorized Users may engage in any of the following with respect to the Services:
4.1 Company agrees to pay Groupize the fees and charges (collectively, the “Fees”) set forth in each Work Order in US Dollars in accordance with the terms set forth therein. Fees paid in advance shall be non-refundable. Groupize reserves the right to increase Fees payable under a Work Order at any time upon sixty (60) days’ written notice prior to the renewal of a Subscription Term.
4.2 Failure to make timely payments of undisputed amounts is a material breach of this Agreement and Groupize may suspend its performance obligations. Company shall reimburse Groupize for expenses incurred, including interest and reasonable attorney fees, in collecting amounts due under this Agreement that are not under good faith dispute by Company. Amounts paid or payable for the SaaS are not contingent upon the performance of any other services. Company agrees that its use of the SaaS hereunder is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Groupize regarding future functionality or features.
5.1 Unless terminated earlier as set forth herein, the terms of the Agreement start on the Effective Date and end at the end of the Subscription Term (the “Term”). Each Work Order Form will renew at the end of its Subscription Term for a term equal to the initial Subscription Term unless Company provides written notice of nonrenewal 60 days prior to the end of the initial Subscription Term.
5.2 Either Party may terminate the Agreement immediately on written notice (and without prejudice to any other rights or remedies it may have) in the event (a) of a breach by the other Party of any term of this Agreement, provided that in the case of a curable breach the breaching party shall be afforded thirty (30) day period after receipt of notice stating the nature of the breach during it which it may correct or cure the breach, failing which the Agreement shall be deemed terminated, or (b) in the event the other Party is declared insolvent or bankrupt, or makes an assignment of substantially all of its assets for the benefit of creditors, or a receiver is appointed or any proceeding is demanded by, for or against the other Party under any provision of the applicable bankruptcy laws that is not terminated within thirty (30) days. For purposes of this Section 5.2, Company’s breach of its restriction terms set forth in Section 3 or violations of the terms in Section 8 shall be deemed incurable. Termination will not limit any of Company’s rights or remedies at law or in equity.
5.3 All Services shall terminate as of the effective date of termination or expiration of the Agreement. Upon the termination or expiration of the Agreement, or at any other time when requested, each Party shall promptly return all Confidential Information of the other Party. All Fees earned and unpaid as of the effective date of termination or expiration shall become immediately payable. In addition, if such fees are contemplated in a Work Order, Company shall pay Groupize all Fees based on transaction bookings using the SaaS occurring after the effective date of termination or expiration of the Agreement. The provisions of Sections 1.4, 3, 5.3, 6, 7, 8, 9, and 10 shall survive the termination or expiration of the Agreement.
6.1 The Services and their entire contents (other than materials Company submits), features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Groupize, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Groupize reserves and shall retain its entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Company in this Agreement. Company or a third party own all content that Company or any individual using the Services under Company’s logon credentials submit to the Services, and Groupize disclaims ownership of or responsibility for such content. Company hereby irrevocably grants all rights and permissions in or relating to such content as is necessary or useful to Groupize to enforce this Agreement and exercise Groupize’s rights and perform Groupize’s obligations hereunder.
6.2 Each Party acknowledges and agrees that it does not have, and nothing contained in the Agreement will provide, any claim, right, title or interest in or to the other Party’s copyrights, trademarks, patents, or trade secrets or any other intellectual property or proprietary right (collectively, “Intellectual Property”) except as specifically set forth in Sections 1.1, 1.2 and 1.3. Further, each Party acknowledges and agrees that it will use the other Party’s Intellectual Property solely as expressly permitted under, and consistent with, the Agreement. Each Party acknowledges and agrees that the other Party (and its licensors, if applicable) has complete authority to control the use of its Intellectual Property. Specifically, Company agrees that all right, title and interest in and to the Services, the Software (excluding the Licensed Indicia) and ownership of all patent, copyright, trade secret, trademarks and other intellectual property rights pertaining thereto shall be and remain the sole property of Groupize. Company shall not be an owner of any copies of or have any interest in, the Services or the Software, but rather, is granted the right, pursuant to and subject to the limitations in the Agreement, to access the SaaS. Nothing in the Agreement contemplates the joint development, joint works of authorship, or joint ownership of any Intellectual Property, and the Agreement shall not be construed so as to effect such joint development, joint works of authorship or joint ownership. If the Parties desire to engage in any joint development efforts during the Term, the ownership rights of such developments shall be established only in a writing signed by each Party.
6.3 The Services may display, include, or make available other users’ and other third-party content (including data, information, platforms, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). Company acknowledges and agrees that Groupize is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Groupize does not assume and will not have any liability or responsibility to Company or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to Company, and Company accesses and uses them entirely at its own risk and subject to such third parties’ terms and conditions.
6.4 As between Customer and Groupize, Customer owns all rights, title and interest in and to all Customer Data (defined below). Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data, and warrants that it has and will have all rights and consents necessary to allow Groupize to use this data as contemplated by this Agreement. Customer hereby grants to Groupize during the Subscription Term a royalty-free, fully-paid, non-exclusive, non-transferable (except as set forth in Section 11.6 (Assignment)), sub-licensable, worldwide right to use and process Customer Data solely for the purpose of providing to Customer the Services and any other activities expressly agreed to by Customer. “Customer Data” means any materials, information, data, code, content, and other information that Customer, or its employees or agents, collect (or which Groupize collects on behalf of Customer) or transmit to Groupize via the SaaS, or via another medium for the purpose of display or transmission via the SaaS.
7.1 Company agrees to indemnify, defend, and hold harmless Groupize and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees (collectively “Claims”), arising from or relating to Company’s use or misuse of the Services or Company’s breach of this Agreement, including but not limited to the content Company or its Authorized Users submit or make available through the Services. Groupize reserves the right to assume the exclusive defense and control of any matter subject to immediate indemnification. Notwithstanding anything to the contrary contained herein, Company acknowledges that all bookings and consumption of travel by an Authorized User using the SaaS is a transaction directly with the applicable travel property (the “Property”) and not Groupize. Each such Property, and neither Groupize nor its officers, directors, employees or affiliates shall be liable to Company or a User in respect of any act or omission on the part of such Property, including with respect to product liability claims or claim of any negligence or wrongful act.
7.2 The SaaS may communicate with third party Web sites, products or service provided by Company or its licensors (as set forth in the Work Order) or enable Company to add links to Web sites and access to content, products and services of third parties, including in each case, advertisers, affiliates and sponsors of such third parties. Groupize is not responsible for any third party Web sites or third party product, services or content provided on or through the SaaS and Company bears all risks associated with the access and use of such Web sites and third party content, products and services. The obligations in subsection 7.1 will not apply to the extent any infringement arises from portions or components of intellectual property (i) not supplied by the Indemnifying Party, (ii) that are modified by the Indemnified Party where the alleged infringement relates to such modification and would not exist in the absence of such modification, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination and would not have arisen in the absence of such combination, (iv) where the Indemnified Party continues allegedly infringing activity after being notified thereof and provided with modifications that would have avoided the alleged infringement, or (v) in the case of Company, where Company’s or a User’s use of the Services is not strictly in accordance with the terms and conditions of the Agreement, where such infringement would not have arisen in the absence of such use.
7.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GROUPIZE, ITS OFFICEERS, DIRECTORS, EMPLOYEES, AGENTS, PRINCIPALS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO COMPANY’S OR AN AUTHORIZED USER’S USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT MADE AVAIABLE VIA THE SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ANY AMOUNTS ACTUALLY PAID BY COMPANY TO GROUPIZE FOR USE OF THE SERVICES DURING THE ONE (1) YEAR PERIOD PRIOR TO THE EVENT THAT GIVES RISE TO COMPANY’S CLAIM OF LIABILITY ON GROUPIZE’S PART.
GROUPIZE IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAY OR FAILURE OF PERFORMANCE CAUSED IN WHOLE OR IN PART BY COMPANY’S DELAY IN PERFORMING, OR FAILURE TO PERFORM, ANY OF COMPANY’S OBLIGATIONS UNDER THIS AGREEMENT. THE SERVICES DO NOT REPLACE THE NEED FOR COMPANY TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. GROUPIZE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF COMPANY’S DATA.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR GROUPIZE WAS ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO COMPANY.
7.4 ACKNOWLEDGEMENT. THE FEES CHARGED UNDER THIS AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES, INCLUDING BY MEANS OF THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES DESCRIBED IN THIS AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND A MODIFICATION OF THESE PROVISIONS WOULD AFFECT SUBSTANTIALLY THE FEES CHARGED BY GROUPIZE. IN CONSIDERATION OF THESE FEES, CUSTOMER AGREES TO THIS ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK.
Each Party agrees to use commercially reasonable efforts to prevent any unauthorized copying, use, distribution, or transfer of possession of the other party’s non-public confidential information (“Confidential Information”). At a minimum, each Party shall maintain at least the same procedures regarding the other Party’s Confidential Information that it maintains with respect to its own Confidential Information of a similar nature, such procedures to conform to standards no less than commercially reasonable. A Party’s Confidential Information shall not include any information which (i) is or becomes part of the public domain through no act or omission of the other Party; (ii) is lawfully acquired by the other Party from a third party without any breach of the obligation of confidentiality; or (iii) is required to be disclosed in accordance with judicial or other governmental order, provided that the receiving Party shall give the disclosing Party reasonable notice prior to such disclosure. Each Party acknowledges that any use or disclosure of the other Party’s Confidential Information in an inconsistent manner with the provisions of the Agreement may cause the disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate. Each Party further agrees that the disclosing Party shall be entitled to seek from a court of competent jurisdiction injunctive or equitable relief to restrain such use or disclosure in addition to other appropriate remedies.
9.1 Information Security Program. Groupize shall maintain commercially reasonable safeguards against the unauthorized destruction, disclosure or alteration of Customer Data that is in the possession of Groupize.
9.2 Personal Data Safeguards. Groupize will maintain safeguards designed to prevent the unauthorized destruction, disclosure or alteration of Customer Data that is considered personally identifiable information and that is in the possession of Groupize.
9.3 Security Incident Management. Groupize shall maintain processes designed to identify, respond to, contain and minimize the impact of Security Incidents to Customer Data. A “Security Incident” shall be defined as an event that results in the unauthorized disclosure of any personally identifiable or confidential Customer Data.
9.4 Compliance with Data Privacy Laws. Customer and Groupize will comply with all applicable privacy laws and regulations and will provide help and cooperation to the other as is reasonably necessary or requested to comply with these laws and regulations. If the Services involve the processing of personal data of data subjects (as defined by applicable data protection legislation) located within the European Economic Area or Switzerland on behalf of Customer, then the Parties agree that Groupize’s data protection agreement located at www.groupize.com/dpa shall apply.
Any notices required to be given or delivered to either Party under the Agreement will be in writing (email being sufficient) and addressed to the Party at the address indicated above or such other address as the Party may designate, in writing, from time to time.
11.1 Entire Agreement. This Agreement, the Groupize Website Terms of Use, the Privacy Policy and any Work Order(s) signed by both Groupize and Customer contain the entire understanding between the Parties with respect to Groupize’s provision of and Company’s use of the Services and supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject matter of the Agreement. Waiver of any condition or covenant of the Agreement or failure to exercise a right or remedy shall not be considered to imply or constitute a further waiver of the same or any other condition, covenant, right or remedy. All pre-printed or standard terms of any Customer purchase order or other business processing document are hereby rejected and will have no force or effect.
11.2 Amendments. The Agreement cannot be varied, amended, changed, waived, or discharged except by a writing signed by an authorized representative of each Party.
11.3 Governing Law. The terms of the Agreement shall be governed by the laws of the Commonwealth of Massachusetts and each party hereby consents to the jurisdiction of the courts of such Commonwealth.
11.4 Force Majeure. Neither Party shall be responsible for (and the following shall not constitute a breach of the Agreement) any failure or delay in performance hereunder caused by acts of God, flood, fire, war, public enemy or other similar acts beyond its control; provided that, in order to be excused from delay or failure to perform, such Party must act diligently to remedy the cause of such delay or failure and provide notice of such delay or failure to the other Party. Neither Party shall be responsible for any failure or delay in performance hereunder caused by failures of communications systems or equipment.
11.5 Relationship of the Parties. Nothing contained in the Agreement shall be construed to constitute a partnership, joint venture or employment relationship between the Parties. Neither Party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other Party. Each Party is and shall remain an independent contractor responsible for its own actions.
11.6 Assignment; Subcontractors. Company may not assign or transfer the Agreement or any rights or obligations hereunder without the prior written consent of Groupize, which consent shall not be unreasonably withheld. Groupize, in its sole discretion, may assign or transfer the Agreement or any rights or obligations hereunder. Groupize may designate an agent or subcontractor to perform certain tasks and functions under this Agreement. However, Groupize will remain responsible for performance of its duties under this Agreement.
11.7 Counterparts. The Parties hereto acknowledge and agree to accept and be bound by facsimile transmitted copies of the Agreement and its counterparts including facsimile signatures of the Parties hereto. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single Agreement between the Parties.
I AGREE | I DO NOT AGREE |
6892001.1
7-day free trials are for organizations seeking to manage their meeting program.
