END USER LICENSE AGREEMENT AND TERMS OF SERVICE

Last Updated: November 6, 2014

This End User License Agreement and Terms of Service (this EULA) is a binding contract between you, an individual user
(you) and Grouper Inc. (Company, us, or we) governing your use of our mobile application and associated websites
(collectively, the App). BY INSTALLING OR OTHERWISE ACCESSING OR USING THE APP, YOU AGREE
THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT
AGREE, YOU MAY NOT USE THE APP. TO HAVE A COPY OF THIS EULA AND COMPANYS PRIVACY
POLICY SENT TO YOU, CONTACT COMPANY AT support@joingrouper.com.
Material Terms: As provided in greater detail in this EULA (and without limiting the express language of this EULA), you
acknowledge the following:

the App is licensed, not sold to you, and that you may use the App only as set forth in this EULA;

the use of the App may be subject to separate third party terms of service and fees, including, without limitation, your
mobile network operators (the Carrier) terms of service and fees, including fees charged for data usage and overage,
which are your sole responsibility;

you consent to the collection, use, and disclosure of your personally identifiable information in accordance with our
Privacy Policy (http://joingrouper.com/privacy), including with respect to the collection of location information;

the App is provided as is without warranties of any kind and our liability to you is limited;

disputes arising hereunder will be resolved by binding arbitration. By accepting this EULA, as provided in greater
detail in Section 18 of this EULA, you and Company each waive the right to a trial by jury or to participate in a
class action;

the App requests access to the following services on your mobile device: your device identifier, location, contacts, and
push notifications; and

if you are using the App on an iOS-based device, you agree to and acknowledge the Notice Regarding Apple, below.

1.

Scope of License. The App is licensed, not sold, to you for use only under the terms of this EULA. We reserve all
rights not expressly granted to you. Subject to your complete and ongoing compliance with the terms and conditions of
this EULA, we hereby grant you a personal, limited, revocable, non-transferable license to use the App on a single
compatible device that you own or control, solely for your own use. You may not make the App available over a
network where it could be used by multiple devices at the same time. You may not rent, lease, lend, redistribute or
sublicense the App. You may not attempt to derive the source code of, modify, or create derivative works of the App,
any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable
law). If you breach these license restrictions or the restrictions set forth in Section 8, or otherwise exceed the scope of
the licenses granted herein, then you may be subject to prosecution and damages, as well as liability for infringement of
intellectual property rights. The terms of this EULA will govern any updates we provide to you that replace and/or
supplement the original App, unless such upgrade is accompanied by a separate license or revised EULA, in which case
the terms of that license or revised EULA will govern.

2.

General.
a.

Description. The App facilitates in-person meetings between two groups of friends (such meetings are
Groupers). Groups of three friends (each, a Group) will, through the App, meet and set up a Grouper
with another group of three friends. At least one member of each Group must register with the App in order to
set up a Grouper (such user is a Leader). Each Grouper costs the fee set forth in the App; the fee includes
the first round of drinks during the Grouper and a reservation at a nearby bar or restaurant.

b.

Consideration. You understand and agree that this EULA is entered into in consideration of your use of the
App and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

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4.

c.

Changes to this EULA. The App is owned and operated by Company, and we reserve the right to revise this
EULA in our sole discretion at any time and without prior notice to you other than by posting the revised
EULA on the App. Revisions to this EULA are effective upon posting and your continued use of the App after
we post a revised version of this EULA to the App constitutes your binding acceptance of such revised EULA.
This EULA will be identified as of the most recent date of revision, and you should visit this page periodically
to ensure your continued compliance with and acceptance of the EULA. Notwithstanding the preceding
sentences of this Section 2.c, no revisions to this EULA will apply to any dispute between you and Company
that arose prior to the effective date of such revision.

d.

Children. The App is not intended for children under the age of 13. IF YOU ARE UNDER 13 YEARS OF
AGE, YOU MUST NOT USE OR ACCESS THE APP AT ANY TIME OR IN ANY MANNER. We do not
seek to gather information from or about children under the age of 13 through the App.

The App.
a.

Your use of the App is subject to our Privacy Policy, which is available at http://joingrouper.com/privacy
(the Privacy Policy) and is hereby incorporated by reference into this EULA. By using the App you agree
that you have read, understood, and agree to the data collection, use, and disclosure provisions set forth in the
Privacy Policy.

b.

Your use of the App may incur third party fees, such as fees charged by your Carrier for data usage, and may be
subject to third party terms, such as your Carriers terms of service, and you agree to pay all such fees and
abide by all such terms.

c.

App Security. You are prohibited from violating, or attempting to violate, the security of the App. Any such
violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege
to use the App, at our sole discretion. We reserve the right to investigate any alleged or suspected violations
and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement
agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all
of your activities on or related to the App.

Registration and Eligibility.

a.

Log In Credentials. While you do not need an account on the App to participate in a Grouper, the Leader of
your Group must be registered. You can register for the App by logging in with your Facebook credentials.
When you register, we also ask for your phone number. By providing us with your phone number, you
authorize us to send you a text message to validate your account and to send you last minute messages about
your Grouper, such as if there is a cancellation. You are responsible for all fees and charges associated with any
text message we send you. All information provided to us during registration will be held and used in
accordance with the Privacy Policy. You are responsible for maintaining the confidentiality of your log-in
credentials in order to use the App, and are fully responsible for all activities that occur through the use of your
credentials. You agree to notify us immediately of any unauthorized use of your log-in credentials or any other
breach of security with respect to your account. We will not be liable for any loss or damage arising from
unauthorized use of your credentials prior to you notifying us of such unauthorized use or loss of your
credentials.

b.

Accuracy of Information. You agree to provide true, accurate, current, and complete information about
yourself as requested in any registration forms and to update the information about yourself promptly, and as
necessary, to keep it current and accurate. We reserve the right to terminate your account immediately with or
without notice to you and without any liability to you or any third party.

c.

Messaging Friends. We allow you to invite your friends to join a Grouper by sending them a message through
Facebook, text message, or e-mail. If you choose to invite a friend via text message, We will send a text
message on your behalf to such friend. You represent and warrant you will only ask Company to invite friends
to a Grouper if those friends have given you their express consent to be messaged, and you hereby agree to
indemnify and hold us harmless from any and all claims arising out of the sending of such messages to any
person.

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d.
5.

Opt-Out of Text Messages. If you do not want to receive text messages from us, then please send us an email
to support@joingrouper.com or text message to +1 (646) 791-4033 and we will remove you from our list.

Content You Submit; License Grants from You.

a.

User Content. This Section 5 governs any material that you post, send or transmit (collectively, Post)
through the App through via uploads, e-mail, text message, or any other means we permit, including, by way of
example and not limitation, photographs, text, and any other work subject to protection under the laws of the
United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and
copyright laws, (as defined below) (collectively, User Content). You are solely responsible for securing the
rights to any and all User Content you Post to or through the App, including obtaining the permission to use the
image and likeness of any identifiable person included in a photograph you Post.

b.

License Grants to Company.

i. By Posting User Content to or through the App, you hereby grant us (and our assignees, designees,
successors, licensees, and sub-licensees) an unrestricted, assignable, sub-licensable, revocable,
royalty-free, fully paid up license throughout the world and during the term of this EULA to
reproduce, distribute, display, transmit, communicate, create derivative works from, and otherwise use
and exploit (collectively, Use) all User Content you Post to or through the App through any media
and formats now known or hereafter developed, for the purpose of transmitting, publicly displaying or
distributing your User Content to other users of the App.
ii. License for Name, Image, Voice, and Likeness. You further grant us a royalty-free license to Use your
name, image, voice, and likeness (and that of any person identifiable in any User Content you Post to
or through the App) made available by or on your behalf through the App in conjunction with your
User Content. The foregoing license in the immediately preceding sentence will survive the
termination of your account with respect to any User Content Posted to the App prior to such
termination that you do not delete.

c.

Limited Waiver of Rights. You further waive any and all rights of privacy, publicity, or any other rights of a
similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are
not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to
support, maintain or permit any action based on any moral rights that you may have in or with respect to any of
your User Content uploaded to or through the App, during the term of this EULA. You expressly release us and
all of our agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims,
demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright
infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any
similar matter, or based upon or relating to the Use of your User Content as authorized in this EULA.

d.

Representations and Warranties With Respect to Your User Content. Except for materials we provide to you
through the App, you represent, warrant, and covenant that (i) you either are the sole and exclusive owner of all
User Content that you Post to or through the App, or you have all rights, licenses, consents, and releases that
are necessary to grant to us the rights in your User Content as contemplated under this EULA, and (ii) neither
the User Content you Post to or through the App nor your creation of, accessing, posting, submission or
transmission of your User Content will (A) infringe, misappropriate or violate the rights of any party or entity,
including a third partys patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of
privacy or other intellectual property or proprietary rights, (B) constitute or result in defamation, libel, slander,
or the violation of any applicable law or regulation (including, without limitation, restrictions on obscenity,
child pornography, wiretap laws or other similar restrictions on nonconsensual recording, or otherwise), or (C)
require us to obtain any licenses from or make any payments in any amounts to any third party throughout the
world.

e.

Prohibition on Uploading Objectionable Content. You agree not to Post any User Content that is or could be
interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive,
harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry,
racism, or hatred (collectively, Objectionable Content), as determined by us in our sole discretion.

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7.

8.

Fees; Cancellations and Refunds.

a.

Fees and Payment. The fee for each Grouper is displayed on the App. We currently use third parties to process
payments. Our third-party payment processors accept payments through various credit cards, as detailed on the
applicable payment screen. All monetary transactions on the App take place in U.S. Dollars. You are
responsible for determining and paying the appropriate government taxes, fees, and service charges resulting
from a transaction occurring through the App, except for taxes on our income. We are not responsible for
collecting, reporting, paying, or remitting to you any such taxes, fees, or service charges, except as may
otherwise be required by law.

b.

Cancellations and Refunds. If you are a Leader and you cancel a Grouper after it has been scheduled, but prior
to the start of the Grouper, then you will not be issued a refund. In such a case, we reserve the right to charge
you an additional cancellation fee, as set forth on the App. In the case that you fail to attend the Grouper with
notifying us, we reserve the right Additionally, if another Group cancels a Grouper that you have joined, we
will issue you a refund.

Third Party Materials.

a.

You understand that by using the App, you may encounter data, information, applications or materials from
third parties, including other users of the App (Third Party Materials) and other content, including content
from us (collectively, Grouper Content), that may be deemed offensive, indecent, or objectionable, which
Grouper Content may or may not be identified as having explicit language or other material. Nevertheless, you
agree to use the App at your sole risk and that we will not have any liability to you for content that may be
found to be offensive, indecent, or that is inaccurate, incomplete, untimely, invalid, illegal, indecent, of poor
quality or otherwise objectionable. You use the App, and rely upon any Grouper Content accessible through the
App, at your sole risk.

b.

You agree and understand that the App contains proprietary content, information and material that is protected
by applicable intellectual property and other laws, including, but not limited to, copyright, and that you will not
use such proprietary content, information or materials except for permitted use of the App. No portion of the
App may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell,
distribute, or create derivative works based on the App, in any manner, and you will not exploit the App in any
unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You
further agree not to use the App in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or
violate the rights of any other party, and that we are in no way responsible for any such use by you, nor for any
harassing, threatening, defamatory, offensive, illegal or other harmful messages or transmissions that you may
receive as a result of using the App.

c.

In addition, third party services and Third Party Materials that may be accessed from, displayed on or linked to
from your device are not available in all languages or in all countries. We make no representation that such
services and materials are appropriate or available for use in any particular location. To the extent you choose
to access such services or materials, you do so at your own initiative and are responsible for compliance with
any applicable laws, including, but not limited to, applicable local laws. We, and our licensors, reserve the
right to change, suspend, remove, or disable access to such services at any time without notice. In no event will
we be liable for the removal of or disabling of access to any such services. We may also impose limits on the
use of or access to certain services at any time, in any case and without notice or liability.

Your Use of the App and Grouper Content. You rights to use the App are expressly conditioned on the following:

a.

You may access the App for your entertainment and informational purposes only, and solely as intended
through the provided functionality of the App and as permitted under this EULA.

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b.

Unless expressly permitted, you may not alter, modify, create derivative works of, sell, license or in any way
exploit any part of the App or any Grouper Content.

c.

Unless expressly permitted, you agree not to copy, reproduce, distribute, publish, display, perform, transmit,
stream or broadcast any part of the App or Grouper Content without our prior written authorization, including,
by way of example and not limitation, by doing or engaging in any of the following without our express written
consent:
i. altering, defacing, mutilating or otherwise bypassing any approved software through which the App is
made available; and
ii. using any trademarks, service marks, design marks, logos, photographs or other content belonging to
us or obtained from the App.

d.

You agree not to bypass, circumvent, damage or otherwise interfere with any security or other features of the
App designed to control the manner in which the App is used, harvest or mine Grouper Content from the App,
or otherwise access or use the App in a manner inconsistent with individual human usage.

e.

You agree not to undertake, cause, permit or authorize the modification, creation of derivative works,
translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the App or Grouper
Content or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by
this EULA, the authorized features of the App or Grouper Content, or by law, or otherwise attempt to use or
access any portion of the App other than as we intend.

f.

You agree not to use, display, mirror, frame or utilize framing techniques to enclose the App or Grouper
Content, or any portion thereof, through any other application or website, unless and solely to the extent we
make available the means for embedding any part of the App or Grouper Content.

g.

You agree not to access, tamper with, or use non-public areas of the App, our (and our hosting companys)
computer systems and infrastructure, or the technical delivery systems of our providers.

h.

You agree not to harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or
group, including our employees.

i.

You agree not to provide any false personal information to us.

j.

You agree not to create a false identify or impersonate another person or entity in any way.

k.

You agree not to create a new account with us, without our express written consent if we have previously
disabled an account of yours.

l.

You agree not to solicit, or attempt to solicit, personal information from other users of the App.

m. You agree not to restrict, discourage or inhibit any person from using the App, disclose personal information
about a third person on the App or obtained from the App without the consent of such person, or collect
information about users of the App.
n.

You agree not to use the App, without our express written consent, for any commercial purpose, including
communicating or facilitating any commercial advertisement or solicitation.

o.

You agree not to gain unauthorized access to the App, to other users accounts, names or personally identifiable
information, or to other computers or websites connected or linked to the App.

p.

You agree not to Post, transmit or otherwise make available, including in any of your User Content, any virus,
worm, spyware or any other computer code, file or program that may or is intended to disable, overburden,

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impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any
other aspect of the App or Grouper Content or communications equipment and computers connected to the
App.

9.

q.

You agree not to interfere with or disrupt the App, networks or servers connected to the App or violate the
regulations, policies or procedures of such networks or servers.

r.

You agree not to violate any applicable federal, state or local laws or regulations or this EULA through the use
of the App.

s.

You agree not to assist or permit any persons in engaging in any of the activities described above.

Third Party Software. The software you download consists of a package of components, including certain third party
software (Third Party Software and together with the App, the Package) provided under separate license terms
(the Third Party Terms). Your use of the Third Party Software in conjunction with the App in a manner consistent
with the terms of this EULA is permitted, however, you may have broader rights under the applicable Third Party Terms
and nothing in this EULA is intended to impose further restrictions on your use of the Third Party Software.

10. Ownership. The App, and the media and materials contained therein, including all intellectual property rights therein, is
the sole and exclusive property of Company and its licensors. Except for the limited license expressly granted by and to
you under this EULA, no other rights, licenses, or immunities are granted or will be deemed to be granted under this
EULA, either expressly, or by implication, estoppel or otherwise.
11. Feedback. While our own staff is continually working to develop and evaluate our own product ideas and features, we
pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user
community. If you choose to contribute by sending us or our employees any ideas for products, services, features,
modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or
other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork,
computer code, diagrams, or other materials (collectively Feedback), then regardless of what your accompanying
communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly,
by sending Feedback to us, you agree that:
a.

We have no obligation to review, consider, or implement your Feedback, or to return to you all or part of any
Feedback for any reason;

b.

Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback
you send confidential or to refrain from using or disclosing it in any way; and

c.

You irrevocably grant us and our successors and assigns perpetual and unlimited permission to reproduce,
distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis),
communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and
derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind,
including by making, using, selling, offering for sale, importing, and promoting commercial products and
services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as
modified.

If you become aware of any security vulnerability in the App or Grouper Content, please provide us Feedback at
feedback@joingrouper.com.
12.

Termination. This EULA is effective until terminated by you or us. Your rights under this EULA will terminate
automatically without notice from us if you fail to comply with any term(s) of this EULA (including by violating
any license restriction provided herein). You may terminate this EULA by uninstalling the App. Upon any
termination of this EULA, you must immediately cease all use of the App, and destroy all copies, full or partial, of
the App. You will not be able to use the App without re-registering, unless this EULA prohibits you from reregistering.

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13.

Indemnity. You agree to indemnify and hold us, and our officers, directors, employees, agents, successors, and
assigns harmless from and against any claims, liabilities, damages, losses, and expenses, including, without
limitation, reasonable legal and accounting fees, arising out of or in any way connected to (a) your access, use, or
misuse of the App, or Grouper Content, or (b) your violation of this EULA. We will use reasonable efforts to notify
you of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware
of it, but if we are unable to communicate with you in a timely manner because of an inactive e-mail address for
you, your indemnification obligation will continue notwithstanding our inability to contact you in a timely manner.

14.

NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PACKAGE IS AT
YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE PACKAGE, AND ANY SERVICES AVAILABLE THROUGH THE PACKAGE, ARE PROVIDED
AS IS AND AS AVAILABLE, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND
WE HEREBY DISCLAIM, ON BEHALF OF OURSELF AND OUR SUPPLIERS AND LICENSORS, ALL
WARRANTIES AND CONDITIONS WITH RESPECT TO THE PACKAGE AND ANY SERVICES WE OFFER,
EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF
FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH
YOUR ENJOYMENT OF THE PACKAGE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES
PERFORMED OR PROVIDED BY THE PACKAGE WILL MEET YOUR REQUIREMENTS, THAT THE
OPERATION OF THE PACKAGE WILL BE UNINTERRUPTED OR ERROR-FREE OR NOT INTERFERE
WITH YOUR USE OR ENJOYMENT OF ANY OTHER APPLICATIONS ON THE DEVICE ON WHICH THE
PACKAGE IS INSTALLED, OR THAT DEFECTS IN THE PACKAGE WILL BE CORRECTED. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES WILL
CREATE A WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS EULA. SHOULD THE PACKAGE
PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR
CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES
OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE
EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING
WILL APPLY TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.

15.

LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL

COMPANY OR OUR SUPPLIERS OR LICENSORS BE LIABLE FOR PERSONAL INJURY, OR ANY
INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS
INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR
RELATED TO YOUR USE OR INABILITY TO USE THE PACKAGE, HOWEVER CAUSED, REGARDLESS
OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE
LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

You are solely responsible for your interactions with other users. You understand that we do not currently conduct criminal
background checks on its users. We also do not inquire into the backgrounds of all of its users. IN NO EVENT WILL THE
RELEASED PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT,
GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR
RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE APP,
INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER
DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE APP OR
PERSONS YOU MEET THROUGH THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL
INTERACTIONS WITH OTHER USERS OF THE APP, PARTICULARLY IF YOU MEET OFFLINE OR IN PERSON.

IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE
REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF
FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED

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REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITIES, SO THE ABOVE EXCLUSION AND
LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL APPLY TO THE
GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
16.

THIRD PARTY DISPUTES. WE ARE NOT AFFILIATED WITH ANY CARRIER, OR SERVICE PROVIDER,
AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY,
INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE APP, IS DIRECTLY BETWEEN YOU
AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US (AND OUR OFFICERS, DIRECTORS,
AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES, SUCCESSORS, AND ASSIGNS) FROM ANY
AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND
AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
SUCH DISPUTES.

17.

Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements.
a.

Respect of Third Party Rights. We respect the intellectual property of others and takes the protection of
intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be
tolerated on or through the App.

b.

Repeat Infringer Policy. Our intellectual property policy is to (a) remove or disable access to material that we
believe in good faith, upon notice from an intellectual property owner or their agent, is infringing the
intellectual property of a third party by being made available through the App, and (b) remove any of your User
Content uploaded to the App if you are a repeat infringer and terminate your right to use the App. You are a
repeat infringer if you upload User Content or Feedback to or through the App and we have received more
than two takedown notices compliant with the provisions of 17 U.S.C. 512 with respect to your User Content
or Feedback. We have discretion, however, to terminate the account of any user after receipt of a single
notification of claimed infringement or upon our own determination.

c.

Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through
the App has been used or exploited in a manner that infringes an intellectual property right you own or control,
then please promptly send a Notification of Claimed Infringement containing the following information to
the Designated Agent identified below. We may share your Notification of Claimed Infringement with the user
alleged to have infringed a right you own or control or the general public, and you consent to our making such
disclosure. Your communication must include substantially the following:
i. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s)
that has/have been allegedly infringed;
ii. Identification of works or materials being infringed, or, if multiple works are covered by a single
notification, a representative list of such works;
iii. Identification of the specific material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled, and information reasonably
sufficient to permit us to locate the material;
iv. Information reasonably sufficient to permit us to contact you, such as an address, telephone number,
and, if available, an electronic mail address at which you may be contacted;
v. A statement that you have a good faith belief that the use of the material in the manner complained of
is not authorized by the copyright owner, its agent, or the law; and

vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you
are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

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You should consult with your own lawyer and/or see 17 U.S.C. 512 to confirm your obligations to provide a valid notice of
claimed infringement.
d.

Designated Agent Contact Information. Our designated agent for receipt of Notifications of Claimed
Infringement (the Designated Agent) can be contacted at:
Via E-mail:

support@joingrouper.com

Via U.S. Mail:

Grouper Inc.
270 Lafayette St, Suite 200
New York, NY 10012

e.

Counter Notification. If you receive a notification from us that material you made available on or through the
App has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us
with what is called a Counter Notification. To be effective, a Counter Notification must be in writing,
provided to our Designated Agent through one of the methods identified in Section 17.d and include
substantially the following information:
i.

A physical or electronic signature of the subscriber;

ii. Identification of the material that has been removed or to which access has been disabled and the
location at which the material appeared before it was removed or access to it was disabled;
iii. A statement under penalty of perjury that the subscriber has a good faith belief that the material was
removed or disabled as a result of mistake or misidentification of the material to be removed or
disabled; and
iv. The subscribers name, address, and telephone number, and a statement that the subscriber consents to
the jurisdiction of Federal District Court for the judicial district in which the address is located, or if
the subscribers address is outside of the United States, for any judicial district in which we may be
found, and that the subscriber will accept service of process from the person who provided notification
under Section 17.c above or an agent of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. 512 to confirm the partys obligations to
provide a valid counter notification under the Copyright Act.
f.

False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C.
512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by
mistake or misidentification, shall be liable for any damages, including costs and attorneys fees, incurred
by the alleged infringer, by any copyright owner or copyright owners authorized licensee, or by a service
provider, who is injured by such misrepresentation, as the result of [Company] relying upon such
misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in
replacing the removed material or ceasing to disable access to it.
17 U.S.C. 512(f).

We reserve the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter
Notification in violation of the law.
For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act or the procedures set forth in
this Section 17 should be sent to the Designated Agent at dmca@joingrouper.com or to the postal address of facsimile

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number identified above. Any other comments, compliments, complaints or suggestions about Company, the App or any
other matter should be sent to support@joingrouper.com.
18.

Dispute Resolution.
a.

Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND COMPANY AND
EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST,
SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS
THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE
RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING
OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE APP. Arbitration is more informal
than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited
discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same
damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
i. Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by
certified mail, a written notice of intent to arbitrate (a Notice), or, in the absence of a mailing
address provided by you to us, to you via any other method available to us, including via e-mail. The
Notice to us should be addressed to Grouper Inc., 226 Lafayette Street #3E, New York, NY 10012,
Attn: Chief Operating Officer (the Arbitration Notice Address). The Notice must (i) describe the
nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the Demand). If
you and Company do not reach an agreement to resolve the claim within 30 days after the Notice is
received, either of us may commence an arbitration proceeding as set forth below or file a claim in
small claims court. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN
ARBITRATION ASSOCIATION (AAA) IN ACCORDANCE WITH ITS COMMERCIAL
ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER
RELATED DISPUTES (THE Rules), AS MODIFIED BY THIS AGREEMENT. The Rules and
AAA forms are available online at www.adr.org. If you are required to pay a filing fee to commence
an arbitration against Company, then we will promptly reimburse you for your confirmed payment of
the filing fee upon our receipt of Notice at the Arbitration Notice Address that you have commenced
arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or
greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment
of the filing fee.
ii. Arbitration Proceeding. The arbitration will be conducted in the English language. A single
independent and impartial arbitrator will be appointed pursuant to the Rules, as modified herein. You
and Company agree to comply with the following rules, which are intended to streamline the dispute
resolution process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted
by telephone, online and/or be solely based on written submissions, the specific manner to be chosen
by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by
the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any
judgment on the award rendered by the arbitrator may be entered in any court of competent
jurisdiction.
iii. No Class Actions. YOU AND COMPANY AGREE THAT YOU AND COMPANY MAY BRING
CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR
MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSONS CLAIMS,
AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR
CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE
UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION
SECTION WILL BE NULL AND VOID.

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iv. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her
decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time
limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to
the public and confidential and all records relating thereto will be permanently sealed, except as
necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in
writing and will include a statement setting forth the reasons for the disposition of any claim. The
arbitrator will apply the laws of the State of New York in conducting the arbitration. You acknowledge
that these terms and your use of the App evidences a transaction involving interstate commerce. The
United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings
pursuant to the Mandatory Arbitration clause in these Terms.
b.

Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in
which we seek equitable relief of any kind. You acknowledge that, in the event of a breach of this EULA by us
or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other
equitable relief against us, and your only remedy will be for monetary damages, subject to the limitations of
liability set forth in this EULA.

c.

Claims. You and Company agree that, notwithstanding any other rights the party may have under law or
equity, any cause of action arising out of or related to this EULA or the App, excluding a claim for
indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of
action is permanently barred.

d.

Improperly Filed Claims. All claims you bring against us must be resolved in accordance with this Dispute
Resolution section. All claims filed or brought contrary to this Dispute Resolution section will be considered
improperly filed. Should you file a claim contrary to this Dispute Resolution section, we may recover
attorneys fees and costs up to $5,000, provided that we have notified you in writing of the improperly filed
claim, and you have failed to promptly withdraw the claim.

e.

Modifications. In the event that we make any future change to the Mandatory Arbitration provision (other than
a change to our Arbitration Notice Address), you may reject any such change by sending us written notice
within 30 days of the change to our Arbitration Notice Address, in which case your account with Company and
your license to use the App will terminate immediately, and this Dispute Resolution provision, as in effect
immediately prior to the amendments you reject, will survive the termination of this EULA.

f.

Enforceability. If only Section 18.a.iii or the entirety of this Section 18 is found to be unenforceable, then the
entirety of this Section 18 will be null and void and, in such case, the parties agree that the exclusive
jurisdiction and venue described in Section 19 will govern any action arising out of or related to this EULA.

19.

Governing Law. The laws of the State of New York, excluding its conflicts of law rules, govern this EULA and
your use of the App. Your use of the App may also be subject to other local, state, national, or international laws.
To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such
action will be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York,
and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient
forum.

20.

Assignment. You may not assign this EULA or any of the rights or licenses granted hereunder, directly or
indirectly, without our prior written consent. This means that in the event you dispose of any device on which you
have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device
prior to such disposition. We may assign this EULA, including all our rights hereunder, without restriction.

21.

Survival. The provisions of this EULA that are intended to survive the termination of this EULA by their nature
will survive the termination of this EULA, including, but not limited to, Sections 3 (The App), 5.c (Limited Waiver
of Rights), 5.d (Representations and Warranties with Respect to Your User Content), 7 (Third Party Materials), 8
(Your Use of the App and Grouper Content), 10 (Ownership), 11 (Feedback), 12 (Termination), 13 (Indemnity), 14
(No Warranty), 15 (Limitation of Liability), 16 (Third Party Disputes), 17 (Notice and Procedure for Making
Claims of Copyright or Other Intellectual Property Infringements), 18 (Dispute Resolution), 19 (Governing Law),

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20 (Assignment), 21 (Survival), 22 (Consent to Electronic Communications), 23 (Miscellaneous), and 24

(Contacting Us).
22.

Consent to Electronic Communications. By using the App, you consent to receiving communications from us as
further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding
our electronic communications practices. You agree that any notices, agreements, disclosures, or other
communications that we send to you electronically will satisfy any legal communication requirements, including
that such communications be in writing.

23.

Miscellaneous. This EULA, together with the Privacy Policy and any other agreements expressly incorporated by
reference herein, constitute the entire and exclusive understanding and agreement between you and us regarding
your use of and access to the App, and, except as expressly permitted above, may be amended only by a written
agreement signed by you and an authorized representatives of Company. The failure to require performance of any
provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or
default of this EULA or any provision of this EULA constitute a waiver of any subsequent breach or default or a
waiver of the provision itself. Use of section headers in this EULA is for convenience only and will not have any
impact on the interpretation of particular provisions. In the event that any part of this EULA is held to be invalid or
unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts
will remain in full force and effect. You agree that no joint venture, partnership, employment, or agency
relationship exists between you and us as a result of this EULA or use of the App.

24.

Contacting Us. You can contact Grouper Inc. by email at support@joingrouper.com, or by U.S. post at 270
Lafayette Street #200, New York, New York 10012.

NOTICE REGARDING APPLE. You acknowledge that this EULA is between you and Company only, not with Apple,
and Apple is not responsible for the App or the content thereof. Apple has no obligation whatsoever to furnish any
maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable
warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the
maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App.
Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use
of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any
applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is
not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your
possession and use of the App infringes that third partys intellectual property rights. You agree to comply with any
applicable third party terms, when using the App. Apple, and Apples subsidiaries, are third party beneficiaries of this EULA,
and upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce
this EULA against you as a third party beneficiary of this EULA. You hereby represent and warrant that (i) you are not
located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a
terrorist supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If
we provide a translation of the English language version of this EULA, the translation is provided solely for convenience,
and the English version will prevail.

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