These Online Terms of Service (“Agreement”) are a legal agreement between the party identified on the registration page (“you” or “your”) and Grupthink, Inc. (“Grupthink”) applying to the access and use of this Web site and the services offered through this web site (collectively, the “Service”) as further described below. The terms also apply to any updates and support services for the Service, if any, unless other terms accompany those items (in which case those terms apply).
IMPORTANT NOTICE: Grupthink is only willing to give you the right to access and use the Service if you accept the terms and conditions in this Agreement, you fully and correctly submit all information requested of you in the registration page, and you submit proper payment pursuant to Section 12 of this Agreement. By clicking the “I Accept the Terms of Service” check box, you agree to be bound by all of the terms and conditions in this Agreement, and you represent and warrant that you have the authority to accept and bind the party identified on the registration page as the customer. If you do not agree to this Agreement, Grupthink is unwilling to give you the right to access and use the Service, you must click on the “I Do Not Agree" radio button below, and you will be denied all rights to access and use the Service. This Agreement shall become effective on the date that payment is received and accepted by Grupthink.
Please also review Grupthink’s Privacy Policy, as it contains important information regarding how we handle your data and other content (including the data and content of your Invitees) and Grupthink’s Terms of Use which govern the acceptable uses of Grupthink’s web site by both you and your Invitees. Your agreement to this Agreement includes your agreement to the Privacy Policy and Terms of Use.
NOTE THAT, Grupthink may make changes to the Service or this Agreement at any time. Grupthink encourages you to review Grupthink’s web site and this Agreement regularly for any changes. Your continued access to or use of the Service shall be deemed your acceptance of these changes and the reasonableness of these standards for notice of changes.
1. PURPOSE: The Service is provided by Grupthink under this Agreement for you to use yourself, and for you to make available to your registered end-users (“Invitees”), solely to create feedback community(ies) to collect feedback from Invitees for your business use. You represent that you are not a direct competitor of Grupthink and you will not use the Service for any malicious purpose or to cause harm to Grupthink or any of its affiliates or customers.
2. OPERATION OF THE SERVICE: Grupthink will use commercially reasonable efforts to provide the Service to you during the term of this Agreement (including without limitation hosting the Buyer Feedback Communities (defined below)). Subject to the terms and conditions of this Agreement, during the term of this Agreement, Grupthink hereby grants to you, and you hereby accept, a revocable, non-exclusive, non-transferable, limited license, without the right to sublicense, to access and use the Service to (a) create and update personalized feedback community web site pages (each collection of web pages that forms a feedback community is a “Buyer Feedback Community” and each web page within such Buyer Feedback Community is a “Web Page”), with your own look and feel and other Content (defined below), provided that each Web Page must maintain a “Powered by Grupthink” (in a size and font agreed to by Grupthink) at the bottom/footer of each Web Page (and if such banner is not found, Grupthink reserves the right to place the banner on each Web Page without notice), (b) solicit Content from Invitees via the Buyer Feedback Community, and permit Invitees access to the Service solely for the purposes of delivering such Content to the Buyer Feedback Community and subject to the terms of Section 5, (c) upload, store, view, access (online), manage and modify the Content, and (d) display the Content via the Buyer Feedback Community to the public, all for the purpose of collecting and analyzing feedback for your business use. Wherever the term “Service” is used in this Agreement, it shall include each Buyer Feedback Community. This license is granted on a hosted and remote access basis, and access and use of the Service is only provided to you via the Internet. You understand that your rights will be terminated by Grupthink without notice if you do not abide by this Agreement, and that you may have liability to Grupthink and third parties if you misuse the Service.
3. RESTRICTIONS ON USE: Grupthink and its licensors reserve all rights not expressly granted to you under this Agreement. Except as expressly permitted in Section 2, you will not and will cause your Invitees not to: (a) download, upload, post, reproduce or copy the Service; (b) disclose, publish, sell, charge a fee for use, assign, lease, rent, sublicense, market or otherwise transfer or distribute access to, or use of, the Service to any third parties; (c) modify or create derivative works of or translate the Service; (d) attempt to derive the source code, source files or structure of any portion of the software contained in the Service by reverse engineering, disassembly, decompilation or any other means (except to the extent applicable law specifically permits such activity); (e) use the Service to create a service bureau or for any other use involving processing of data for other persons or entities; (f) alter, destroy or otherwise remove any proprietary notices or labels appearing with respect to or embedded within the Service; (g) create any software or other work of authorship that is derived from the Service; (h) introduce into the Service any program, routine, subroutine, or information (including without limitation malicious software or “malware,” viruses, worms, and Trojan Horses) which will, or could reasonably be expected to, disrupt the proper operation of the Service or any part thereof or any hardware, software or content used by Grupthink in connection therewith; (i) use robots, crawlers, spiders, wanderers, or other automated processes to access or use the Service; (j) attempt to access the accounts of any user of the Service other than your own account; (k) provide access to the Service to any third parties; or (l) use the Service for any unlawful purpose or in any manner not expressly authorized by this Agreement. The Service may be subject to other limitations, such as, limits on disk storage space, the features available for the fee paid, the number of Invitees who can access the Service, etc.
4. SCOPE OF CONTENT: “Content” means any and all content, including without limitation any trademarks or copyrighted material, that you or your Invitees deliver to the Service (via Buyer Feedback Communities or otherwise), but expressly excludes any of Grupthink’s or its licensors’ content on or in the Services. You agree not to, and agree to cause each of your Invitees not to, deliver to the Service, or display on the Buyer Feedback Communities, any Content that:
- a) infringes any third-party intellectual property rights or other proprietary rights;
- b) is warez, cracks, serial numbers or illegally copied software documentation;
- c) is misleading, deceptive, unlawful, counterfeited, defamatory, plagiarized, stolen, or fraudulent or violates any statute, regulation or ordinance;
- d) a reasonable person would consider harassing, abusive, threatening, obscene, hate speech, or racially or ethnically or otherwise offensive;
- e) is sexually explicit;
- f) condones or promotes violence or illegal acts;
- g) permits or promotes online gambling;
- h) is discriminatory because of race, sex, sexual orientation, religion, national origin, physical disability or age;
- i) constitutes a breach of any person’s privacy or publicity rights or personal information the storage of which is regulated under applicable state, federal or international law, or is nonpublic personal information, such as, but not limited to, social security numbers, driver’s license numbers, dates of birth, passport numbers, credit/debit card numbers, or medical records (and that if such Content is delivered the party delivering it understands it will be made publicly available);
- j) undermines or cause harm to a server;
- k) offers professional opinions, such as medical, legal, financial, business or other such advice or opinions;
- l) promotes software or services that deliver unsolicited mail or SPAM; or
- m) any links that include or link to any of the content identified above.
5. INVITEES: You may not permit any person who has not registered with you as an Invitee pursuant to Section 9 to deliver Content to you via the Service. Persons under 18 years of age are not eligible to be a customer or an Invitee or to use the Service or deliver Content. You agree to monitor Invitees and to ensure that no Invitees are under 18 years of age. You shall be responsible for ensuring that all Invitees and end users have access to the Terms of Use. Grupthink reserves the right to require Invitees to agree to the Terms of Use, or some other acceptable use policy.
6. CONTENT LICENSE: You hereby grant Grupthink (including without limitation its employees, agents and subcontractors) a right and license to use and display all Content for the purposes of making the Service available hereunder. You represent and warrant that you have all necessary rights and licenses to grant the rights granted herein and to use and display all Content as contemplated herein (including without imitation the display of the Content on the Buyer Feedback Communities). In addition, you agree that Grupthink may identify you as a Grupthink customer in its marketing activities, and may make a press announcement announcing you becoming a Grupthink customer.
7. YOUR OBLIGATIONS RELATING TO CONTENT:
You acknowledge that Grupthink acts as passive conduit for the Content, and that Grupthink has no obligation to you or any Invitee or other end user, and undertakes no responsibility, to review the Content or to examine the sources of the Content to determine whether it may incur liability to third parties. You acknowledge that Grupthink may terminate an Invitee’s or end user’s access to any part of the Service for noncompliance with the Terms of Use or this Agreement.
You covenant that you shall (i) obtain and maintain any permission from Invitees or other sources that may be required in order to provide and make available any Content for use as contemplated hereunder, and (ii) collect, use, distribute, display and store Content during the term of this Agreement in compliance with all applicable laws and regulations, applicable privacy policies and your agreements with the Invitees or other sources. You agree that you will maintain in force during the term of this Agreement, for the benefit of all Invitees and other sources, appropriate privacy policies permitting the use of the Content as contemplated hereunder.
You acknowledge and agree that:
- Grupthink has no proprietary, financial, or other interest in the Content;
- Grupthink does not, by virtue of hosting Content, edit, distribute, market, sublicense, publish, or otherwise provide Content to end users; and
- You are solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of the Content, including without limitation the accuracy, quality, integrity and legality of the Content, administering the Content, and for the use and disclosure of any Content by you or your Invitees or others whom you allow to access the Content.
Although Grupthinkvides data backup services, you are solely responsible for retaining back-ups/archiving the Content, and should retain copies of all Content. Grupthink shall not be responsible for any damages resulting from the loss of the Content, regardless of the reason for such loss.
8. OWNERSHIP: You acknowledge that, except for the Content, the Service and all right, title and interest therein (including without limitation any copyright, patent, trade secret or other intellectual property rights in and to the Service) is owned by Grupthink and its licensors, and that neither you nor any of your Invitees receive any right, title or interest in the Service, except for the limited license set forth herein during the term of this Agreement. The Service may contain or reference patents, technologies, products, or other proprietary rights of Grupthink, its third party licensors and other third parties. The Service is protected by applicable copyright laws, copyrighted or copyrightable separately, or as a collective work, under the U.S. copyright laws, and Grupthink or its licensors own a copyright in the selection, coordination, arrangement, and enhancement of all content in the Service (except for the Content). Nothing on or in the Service should be construed as conferring by implication, estoppel or otherwise any license or right under any trademarks, copyrights, patents, technologies, products, or other proprietary rights of Grupthink, any of its third party licensors or other third parties.
9. REGISTRATION & SECURITY : Prior to first using the Service, you must set up an account with Grupthink by completing Grupthink’s registration process. As part of the Grupthink registration process, you will select a user name and password and provide Grupthink information with respect to your valid credit card account. You will then be able to invite Invitees to register via (a) email invitations generated by the Service to email addresses supplied by you, or (b) your own authentication module. Grupthink will, upon request, send you an example authentication module that you may use for the sole purpose of developing an authentication module for the authentication by the Service of your Invitees. Invitees registering via email invitations will need to select a user name and password. You agree to cause each Invitee to agree to the Grupthink Terms of Use and Privacy Policy upon registration. You agree and warrant that all information you and any Invitees supply during and after the account registration process is true, accurate, current and complete. You will preserve and will cause the Invitees to preserve the confidentiality of your and Invitees’ passwords and user names and you will notify Grupthink at support@grupthink.com of any known or suspected unauthorized use of your account, your Invitees’ accounts or any other breach of security. If you provide any data that is untrue, inaccurate, not current or incomplete, or Grupthink has reasonable grounds to suspect that your data is untrue, inaccurate, not current or incomplete, Grupthink may suspend or terminate your account, disable your password and refuse any and all current and future use of the Service by you, without prior notice. You are entirely responsible for all access to and use of the Service by or for you or the Invitees or by means of your or the Invitees’ user names and passwords, whether or not you have knowledge of or authorize such access and use.
10. COMPLIANCE WITH LAWS: At all times during the term of this Agreement, you will, and you will cause the Invitees to, comply with all applicable laws and regulations, including without limitation all privacy laws, in using the Service.
11. MONITORING: Grupthink reserves the right to electronically monitor areas of the Service and to disclose or delete any Content, records, or electronic communication of any kind (a) to satisfy any law, regulation, or government request, (b) if such disclosure is necessary or appropriate to operate the Service, or (c) to protect Grupthink’s rights or property or the rights of the users, content providers, licensors, merchants, suppliers, contractors or other third parties.
12. FEES AND PAYMENT:
In consideration of the rights granted herein, you will pay Grupthink the applicable set-up fees and monthly fees at the rates stated in Grupthink’s then-current Fee Schedule. All fees are due and payable in U.S. Dollars via credit card or debit card charge only. Grupthink reserves the right to change fees at any time, as listed in the then-current Fee Schedule.
Grupthink’s billing cycle begins on your initial day of registration, and your set-up fees and first monthly fees are due on that day and your monthly fees will be due on or around the anniversary of that day in each month thereafter. You agree that Grupthink is authorized to retain your credit card/debit card information during the term of this Agreement and to collect (debit) all fees due and payable from your registered credit card/debit card each month, in advance, on or around the monthly anniversary of your initial date of registration with Grupthink until this Agreement is terminated. If Grupthink is unable to collect fees that are due from your registered credit card/debit card, Grupthink may, but is not required to, notify you via email and allow you to register a valid credit card/debit card, or Grupthink may disable or suspend your account or terminate this Agreement. Accounts disabled or suspended and reactivated must pay all past due and current amounts and may be subject to reactivation fees.
To cancel your account (and terminate this Agreement), you must email your cancellation request to Grupthink at support@grupthink.com. Each cancellation request will be processed at the end of the billing cycle in which it is received by Grupthink. To ensure that you are not billed for another month of Service, you must cancel your account before your billing cycle due date. Cancellation requests submitted before the completion of a billing cycle will not receive a prorated refund. All billing correspondence is done via email. It is crucial that you maintain a current email address with Grupthink.
In addition to indemnification under Section 16, to cover the increasing cost of processing DMCA, trademark, and copyright infringement claims, Grupthink reserves the right to charge a processing fee for each instance of notification received from a legitimate copyright holder relating to Content.
Fees are exclusive of any taxes, levies, duties or similar government assessments, which you are responsible for paying (except for taxes on Grupthink’s income).
You can contact Grupthink’s billing department as described on Grupthink’s contact us page.
13. NO WARRANTIES: THE SERVICE IS PROVIDED “AS IS” AND WITH NO WARRANTIES OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRUPTHINK DISCLAIMS ALL WARRANTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FUNCTIONALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE. GRUPTHINK DOES NOT WARRANT THAT THE SERVICE WILL BE VIRUS FREE OR THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL SATISFY YOUR OR ANY INVITEE’S REQUIREMENTS. You agree that your, and your Invitees’, access to and use of (including any inability to do so) the Service is entirely at your own risk. Grupthink is not liable for any acts or omissions of you or any third parties (including, without limitation, Invitees).
14. EXCLUSIVE REMEDIES : If you are dissatisfied with the Service (including without limitation this Agreement), your sole and exclusive remedy is to discontinue using the Service.
15. LIMITATION ON LIABILITY: NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRUPTHINK WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST OR CORRUPTED DATA, LOST OR CORRUPTED CONTENT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF USE OF THE SERVICE OR BUYER FEEDBACK COMMUNITIES OR RELATED TO THIS AGREEMENT, EVEN IF GRUPTHINK HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GRUPTHINK’S AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT EXCEED the amount of fees paid to Grupthink BY YOU UNDER THIS AGREEMENT.
16. INDEMNIFICATION: You agree to indemnify and hold harmless Grupthink and each of its directors, officers, affiliates, agents, successors and assigns, from and against any and all claims, losses, liabilities, fines, penalties, and damages (including without limitation reasonable attorney’s fees and expenses and including without limitation claims by Invitees) arising out of, or that arise in connection with, or relating to (a) your or any Invitees’ or end users’ use of and activities in connection with the Service, (b) the provision, or use, of the Content, or any of your, your Invitees’ or your end-users’ acts, errors, or omissions in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information, libel, invasion of privacy, infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right, or violation of any applicable law or regulation, (c) your breach of any of the representations, warranties, covenants and other terms and conditions of this Agreement, including, without limitation, any action by any Invitee that would cause you to breach this Agreement, or (d) your negligence or willful misconduct; provided, however, that your liability hereunder shall be reduced to the extent that the claim arises out of or relates to Grupthink’s negligence or willful misconduct.
17. TERM AND TERMINATION:
This Agreement shall be effective from you clicking on “I Agree” and shall run month-to-month thereafter for so long as you continue to pay the fees as described herein, unless earlier terminated as set forth herein.
If you no longer agree to be bound by this Agreement or desire to terminate this Agreement, you must cease your use of the Service and notify Grupthink of such cessation and termination pursuant to Section 12(c). Grupthink may terminate this Agreement with written notice to you if you breach any of the terms hereof.
On termination, you acknowledge and agree that Grupthink may, in its discretion, immediately (i) deactivate or delete the Content, your account and all related data and files in your account, (ii) bar any further access to your data, files, the Content and the Service and (iii) disable your password and the Invitees’ passwords. Upon termination, Grupthink will promptly delete your credit card information. Upon termination of this Agreement, Grupthink has no obligation to return any Content to you or any Invitee.
The following terms shall survive any termination of this Agreement: Sections 3, 7(a) and (c), 8, 12, 13, 14, 15, 16, 17(c) and (d), 19 and 20.
18. ASSIGNMENT: You may not assign this Agreement, in whole or in part, whether by operation of law or otherwise, except with Grupthink’s prior written consent. Grupthink may assign this Agreement at its discretion. Any prohibited assignment is null and void, otherwise this Agreement shall inure to the benefit of each party’s successors and assigns. Grupthink may use subcontractors, in its sole discretion, to perform hereunder.
19. LOCATION; GOVERNING LAW: Grupthink controls the Service (and stores the Content) from its offices within the United States of America. Grupthink make no representation that the Service is appropriate or is available for use outside the United States of America. Access to the Service where the Content or access or use of the Service is illegal is prohibited. Those who choose to access the Service from outside the United States of America, do so on their own initiative, at their own risk, and are responsible for compliance with applicable local laws and U.S. export laws. The laws of the State of Montana, USA, will govern this Agreement, without reference to its conflicts of law principles. English is the only language applicable to this Agreement. By clicking on “I Agree,” you agree to submit to the exclusive jurisdiction of, and waive any venue objections against, the State and Federal courts located in Missoula County, Montana, U.S.A., except that you acknowledge that any breach of Sections 2 or 4 cannot reasonably or adequately be compensated by damages in an action at law and that a breach or threatened breach of such provisions shall cause Grupthink irreparable injury and damage, and Grupthink shall be entitled, in addition to any other remedies it may have, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any actual or threatened breach.
20. MISCELLANEOUS: You warrant that you may lawfully enter into and form contracts under applicable law. This Agreement (including without limitation these terms of service, Grupthink’s Privacy Policy, Terms of Use and Fee Schedule, each of which is incorporated herein) constitutes the entire agreement between you and Grupthink concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and correspondence concerning the same subject matter. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any purchase order issued by you with respect to the Service shall not be applicable and that any acceptance of such purchase order by Grupthink shall be for acknowledgment purposes only. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. The failure of either you or Grupthink to require performance by the other party of any provision of this Agreement will not affect the right to require performance at any time in the future; nor will the waiver by either party of a breach of any provision be taken or held to be a waiver of the provision itself. The remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed by law. Resort to one form of remedy shall not constitute a waiver of alternate remedies. Except as otherwise provided herein, any notice permitted or required to be given under this Agreement shall be deemed sufficient if given by registered or certified mail, postage prepaid, return receipt requested, by private courier service or by facsimile addressed to your address as provided upon your registration and/or to Grupthink at support@grupthink.com, or to such other addresses as the parties may designate by like notice from time to time. A notice so given shall be effective upon (a) receipt by the party to which the notice is given, or (b) on the fifth day following domestic mailing or the tenth day following international mailing, whichever occurs first. Any notice permitted under this Agreement to be given to Grupthink via email will be effective only upon actual receipt by Grupthink of an email message from an email address registered in connection with your account. Any delays or failure of performance by Grupthink under this Agreement will not be considered a breach of this Agreement if and to the extent caused by occurrences beyond the reasonable control of Grupthink, including without limitation, acts of God; acts, regulations or laws of any governmental authority; terrorist acts; acts of war, civil commotion; fire, flood, earthquake or other natural disasters, labor or vendor disturbances; epidemics; sabotage; and failure of the public utilities or international carriers. There are no third party beneficiaries to this Agreement.
