GroupUp.org

GroupUp.Org Terms of Service Agreement
April 25, 2008
THE FOLLOWING DESCRIBES THE TERMS ON WHICH GROUPUP.ORG OFFERS YOU ACCESS TO OUR WEBSITE, PLATFORM AND SERVICES:
Welcome to Groupup.org. Groupup provides its website, platform and services (together, the "Platform") to you subject to the terms of service set forth in this Terms of Service Agreement (the "Agreement"). A statement of our privacy policy may be found at http://www.groupup.org/privacy.
We may amend the Agreement at any time or times by posting the amended terms on our website. All amended terms shall automatically be effective to existing users 30 days after they are initially posted on our website, and effective immediately to users registering after amendments are posted. This Agreement is effective for all users of our Platform.
1. Platform
· We provide our users with a variety of resources to facilitate group organizing. You may view a list of cities and countries where meetings occur on our website (at http://www.groupup.org/cities).
· You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Platform and acceptable Public Information (as defined in Section 3 ("Your Information")). You also agree to comply with all applicable laws, statutes, ordinances and regulations regarding the transmission of technical data exported from the United States or the country in which you reside.
2. Membership
· 2.1 Eligibility. Our Platform is available to all individuals who are at least 18 years of age. Our Platform is not available to temporarily or indefinitely suspended GroupUp users. By registering to use our Platform, you represent and warrant that you are at least 18 years of age. Also, you acknowledge and agree to comply with the laws of the city, county and country in which the GroupUp Gathering (as defined in Section 5.1) occurs, including laws governing alcohol consumption. Additional eligibility requirements for particular groups of GroupUp members (each, a "GroupUp Group") may be set by a GroupUp Group's Manager/Organizer (in each case, the "GroupUp Group Manager/Organizer")
· We have the right, in our sole discretion, to suspend or terminate your use of our Platform and refuse any and all current or future use of all or any portion of our Platform.
· 2.2 Password and Security. When you complete our registration process you will create a password that will enable you to access our Platform. You agree to maintain the confidentiality of your password, and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that GroupUp cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.2.
· 2.3 Fees and Payments - General. Access to our website and use of selected features of our Platform is free. We may charge fees for various premium features and services that we offer. We may, in our sole discretion, change this policy and begin charging for access to our website and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount or the type of fees) we charge at any time. If we introduce a new service, we will establish the fees for that service at the launch of the service. If we impose new fees or change the fees for an existing service, such new or revised fees shall automatically be effective thirty (30) days after they are initially posted on our website, as provided above. Once fees and changes become effective, you agree to pay all fees and charges specified and all applicable taxes for the services provided and benefits received. We are not responsible for any charges or expenses you incur resulting from being billed by us in accordance with these Terms of Service (e.g., overdrawn accounts, exceeding account limits, etc.)
· 2.4 Group Fees Assessed by GroupUp Group Managers/Organizers; Contributions to GroupUp Group Managers/Organizers. Some GroupUp Group Managers/Organizers may require or request that Group members pay fees in order to participate in their GroupUp Groups. Individual Groupup Group Fees are at the discretion of each Groupup Group Manager/Organizer, who decides whether such fees are required, the amount (if any), the frequency of such fees, and how such fees are spent. You may also have the option to make voluntary contributions to particular GroupUp Group Managers/Organizers. In both cases, the funds are remitted to the GroupUp Group Manager/Organizer and not GroupUp.org. To the extent that you use PayPal or another payment mechanism, we are not involved in the transaction. WE ARE NOT INVOLVED IN THE TRANSACTIONS, THE PAYMENTS OR THEIR PROCESSING. THE PAYMENT DOES NOT GO TO GROUPUP; THIS MONEY IS SEPARATE FROM ANY FEES OR CHARGES ASSESSED BY US, AND WE HAVE NO CONTROL OVER THIS MONEY OR THE GROUPUP GROUP MANAGERS/ORGANIZERS IN CONNECTION WITH ITS USE. YOU ACKNOWLEDGE AND AGREE THAT GROUPUP IS NEITHER INVOLVED NOR A PARTY IN ANY PAYMENT, TRANSACTION OR INTERACTION BETWEEN OR AMONG GROUPUP PLATFORM USERS AND/OR THIRD PARTIES (together, a "Third Party Transaction"), AND THAT YOU BEAR ALL RISK IN CONNECTION WITH YOUR THIRD PARTY TRANSACTIONS. You should use common sense and be careful in deciding whether to contribute money to GroupUp Group Managers/Organizers. GroupUp Group Managers/Organizers have full discretion whether and how to spend money in connection with their GroupUp Groups. We cannot ensure that a GroupUp Group Manager/Organizer is legitimate and truthful, that he or she will use contributions as promised, or that you will be happy with how your contribution is spent.
· 2.5 GroupUp Group fees; New Group Activation Fee. GroupUp Group Managers/ Organizers are responsible for the payment of GroupUp Group Fees for each GroupUp Group that they organize. GroupUp Group Fees are paid through the subscription to GroupUp’s website hosting services for GroupUp Groups (a "Basic Group Fee Subscription"). Each Basic Group Fee Subscription permits the member to organize one (1) GroupUp Group. Managers/Organizers who allow their Basic Group Fee Subscription to lapse are subject to removal as the Manager/ Organizer of the GroupUp Group that they lead, and their GroupUp Group may be terminated or transferred to another Manager/Organizer. Basic Group Fee Subscriptions are billed, as elected by the member, on either a monthly, quarterly, semi-annual, or annual recurring basis and are payable in advance of the subscription period with no refunds, except as set forth in Section 2.7 below. Basic Group Fee Subscriptions are non-transferable. By purchasing a Basic Group Fee Subscription, you authorize us to keep your subscription current by charging your credit card or Paypal account the monthly subscription fee until you discontinue your Basic Group Fee Subscription. To discontinue future billings of your subscription, follow the 'Your Account' link displayed on each website page when you are signed in. GroupUp Group Manager/ Organizers who start new GroupUp Groups are responsible for the payment of a GroupUp Group Activation Fee, which will be billed at the time a new GroupUp Group is started. We reserve the right to limit the number of GroupUp accounts that may be charged to a particular PayPal, credit card or other account.
· 2.6 Promotions; Coupon Codes. We may from time to time offer promotions where we may discount or waive certain GroupUp Group fees, Basic Group Fee Subscriptions, GroupUp Group Activation Fees, or other fee-based products or services. We may offer coupon codes as a mechanism for processing a discount or credit. Coupon codes have no cash value, are not retroactive, and unless specified, are non-transferable and expire within 30 days of date of issue. Additionally, we may ship free GroupUp promotional materials to an address you specify in order to promote your GroupUp Group. Offers and promotions are subject to change.
· 2.7 Risk Free Trial. If for any reason you are dissatisfied during the first 30 days of your initial Basic Group Fee Subscription, you may request a refund of your initial Basic Group Fee Subscription payment and/or GroupUp Group Activation Fees. You may not receive a refund more than once. We reserve the right to refuse service to a GroupUp Group that in our determination is abusing this policy or otherwise acting in bad faith.
3. Your Information
· 3.1 Definition. "Your Information" is defined as any information post or other material you provide (directly or indirectly), including through the registration process or through the use of our Platform, in any public message board (including the personal introduction section of each topic group, or paid services of the GroupUp website) or through email. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of your Public Information (as defined below).
· Any of Your Information that, through the use of our Platform or otherwise, you submit or make available for inclusion on publicly accessible areas of our website is referred to as "Public Information" (your name (if provided) and location are considered Public Information); any other portion of Your Information shall be referred to as "Private Information." "Publicly accessible" areas of our website are those areas that are available either to some or all of our members (i.e., not restricted to your viewing only) or to the general public.
· You should understand that your Public Information may be accessible by and made public through syndication programs and by search engines, metasearch tools, crawlers, metacrawlers and other similar programs.
· 3.2 Restrictions. In consideration of your use of our Platform, you agree that Your Information:(a) shall not be fraudulent; (b) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation; (d) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) shall not be obscene or contain, pornography, child pornography, or photographs of unclothed person(s); (f) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (h) shall not link directly or indirectly to any materials to which you do not have a right to link to or include.
· In addition, you agree that you will provide us with your valid, current email address, both at the time of your registration with us and from time to time as your email address changes.
· You agree that your membership profile, GroupUp Group Mailing List messages, message board postings, uploaded pictures, or any other portions of the website reserved solely for member use may not be used by you for commercial activity, sales of goods or services, or promotion of a company, good, or service unrelated to the topic or spirit of the GroupUp Group.
· 3.3 License. We do not claim ownership of Your Information. We will use Your Information only in accordance with our privacy policy. However, to enable us to use your Public Information and to ensure we do not violate any rights you may have in your Public Information, you grant GroupUp a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise, commercialize and exploit the copyright, publicity, and database rights (but no other rights) you have in your Public Information, in any media now known or not currently known, with respect to your Public Information.
· 3.4 Restriction on Use of Your Information. Except as otherwise provided in our privacy policy, we will not sell, rent or otherwise disclose any of your Personally Identifiable Information (as defined in our privacy policy) about you (including your email address) to any third party.
· 3.5 Consent to Disclosure. You acknowledge and agree that GroupUp may disclose Your Information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to:(a) comply with a current judicial proceeding, a court order or legal process served on us or our website, (b) enforce this Statement or the Terms of Service Agreement, (c) respond to claims that Your Information violates the rights of third parties; or (d) protect the rights, property or personal safety of GroupUp, its employees, users and the public.
4. Use of Platform
· 4.1 Control. You, and not GroupUp, are entirely responsible for all of your Public Information that you upload, post, email, transmit or otherwise make available via our Platform. We do not control your Public Information or the Public Information of or posted by other users and do not guarantee the accuracy, integrity or quality of Your Information or the Information of or posted by other users. Nor do we endorse any opinions expressed by you or other users. You understand that by using our Platform, you may be exposed to information that is offensive, indecent or objectionable. We do not have any obligation to monitor, nor do we take responsibility for, Your Information, Public Information or information of or posted by other users. You agree that under no circumstances will GroupUp its directors, officers, shareholders, employees, consultants, agents, advisers, affiliates, subsidiaries or its third-party partners be liable in any way for any information, including, but not limited to, for any errors or omissions in Your Information or the Information of or posted by other users, or for any loss or damage of any kind incurred as a result of the use of Your Information or Information of or posted by other users posted, emailed, transmitted or otherwise made available in connection with our Platform, or for any failure to correct or remove information.
· 4.2 Grounds for Removal, Sanction and/or Suspension. Notwithstanding any other provision of this Agreement, the following types of actions are cause for immediate repeal and/or suspension of your account:
· (a) The use of our Platform to (including, without limitation, eligibility requirements):
o (i) harm or intimidate another person in any way, including restricting or inhibiting any other user from using our Platform;
o (ii) impersonate any person (including GroupUp staff and other members), or falsely state or otherwise misrepresent your affiliation with any person, through the use of similar email addresses, nicknames, or creation of false account(s) or any other method or device;
o (iii) disguise the origin of any Public Information that is transmitted to any third party;
o (iv) "stalk" or otherwise harass another;
o (v) advertise merchandise, auctions, services or commercial websites, including offers to trade or charitable solicitations unrelated to the topic or spirit of the GroupUp Group.; or
o (vi) collect or store personal data about other users;
· (b) Posting any Public Information or other material:
o (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, intimidating, vulgar, obscene, profane, libelous, invasive of another's privacy (including the posting of private emails or contact information about another individual), hateful, or racially, ethically or otherwise objectionable, including any Public Information or other material that may be considered hate speech;
o (ii) that is obscene, pornographic or adult in nature;
o (iii) that you do not have a right to make available under any law or under contractual or fiduciary relationships;
o (iv) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or rights of publicity or privacy;
o (v) that is unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation (including, but not limited to, "spam," "junk mail," and "chain letters"); or
o (vi) that is inappropriate, posted in bad faith, or contrary to the spirit of any GroupUp Group;
· (c) Encouraging others to violate this Agreement;
· (d) Refusing to follow GroupUp staff instruction or direction; or
· (e) Violation (intentional or unintentional) of this Agreement, or of any applicable local, state, national or international law, statute, ordinance or regulation. (f) Transmit money to GroupUp or any GroupUp Group Manager/Organizer through financial accounts that are stolen, fraudulent or otherwise unauthorized.
· Also, your posting of other inappropriate actions, Public Information or other materials may also warrant removal and/or suspension from our website. GroupUp reserves the right to remove any post or other material without warning or further notice.
· While we prohibit such conduct and content, you understand and agree that you nonetheless may be exposed to such conduct or content and that you use the Platform and attend GroupUp Gatherings at your own risk.
· For purposes of this Agreement, "posting" includes uploading, posting, emailing, transmitting or otherwise making available. Without limiting the foregoing, GroupUp and its designees shall have the right to remove any Public Information or other material that violates this Agreement or is otherwise objectionable.
· 4.3 Interference with Platform.
· You agree that you will not:
· (a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
· (b) interfere with or disrupt our Platform or networks connected to our website or through the use of our Platform, or disobey any requirements, procedures, policies or regulations of networks connected to our website or through the use of our Platform, or otherwise interfere with our Platform in any way, including through the use of JavaScript, active or other coding;
· (c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
· (d) copy, reproduce, alter, modify, or publicly display any information displayed on our website (except for Your Information), or create derivative works from our website (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of GroupUp or any other third party, except with the prior written consent of GroupUp or the appropriate third party.
· 4.4 General Practices Regarding Use of Platform. You acknowledge and agree that we may establish general practices and limits concerning the use of our Platform. You agree that we have no responsibility or liability for the storage or the deletion of, or the failure to store or delete, any of Your Information. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time. In addition, you acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
5. Meetings at Venues
· 5.1 GroupUp Gatherings. Through our Platform we provide tools that enable our users to arrange physical meetings (a "GroupUp Gathering") at venues that include, but are not limited to, public parks, private homes or private enterprises (such as coffee shops or retail stores). We do not supervise these GroupUp Gatherings and are not involved in any way with the actions of any individuals at these GroupUp Gatherings. As a result, we have no control over the identity or actions of the individuals who are present at these GroupUp Gatherings, and we request that our users exercise caution and good judgment when attending these GroupUp Gatherings.
· 5.2 Release. Because we do not supervise or control the GroupUp Gatherings or interactions among between members and other persons or companies, and because we are not involved in any way with physical transportation to or from these GroupUp Gatherings or with the actions of any individuals at these GroupUp Gatherings, and because we do not control Paypal, credit card companies or other payment processing companies, and because we cannot guarantee the true identity, age, nationality of Platform users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Platform you agree that you bear all risk and you agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) and GroupUp Group Managers/Organizers and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Platform, your Third Party Transactions, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at, a GroupUp Gathering. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which you have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the states of Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits.
6. Communications from GroupUp and Members of the GroupUp Community
· 6.1 GroupUp Communications. You understand and agree that we may send you certain communications, such as GroupUp service announcements and newsletters, as well as offers of sponsorship or promotion relevant and beneficial to you or your GroupUp Group, and that these communications are considered part of our Platform. You may manage your subscriptions to these communications in the Communication Preferences tab of the Your Account page; however, we deem some basic communications to be a necessary part of our Platform and may not be disabled.
· 6.2 Communications with Members of the GroupUp Community.
· 1. Your GroupUp Group Manager/ Organizer. By joining a GroupUp Group, you understand and agree that you may receive communication from your GroupUp Group Manager/Organizer and their designees (an "Manager/Organizer") in the normal course of utilizing our Platform. Your Manager’s/Organizer's messages will be relayed to your email address through our Platform, which does not disclose your email address.
· 2. GroupUp Group Mailing List. You may receive email from other members of your GroupUp Group via your GroupUp Group's Mailing List. You may subscribe, unsubscribe, and manage the frequency of emails you receive from your GroupUp Group's Mailing List in the Communication Preferences tab of the Your Account page. Bear in mind that when you send an email to your GroupUp Group's Mailing List, your email address will be disclosed to other members of your GroupUp Group who have also subscribed to the mailing list.
· 3. Private email. You may choose to limit which category of GroupUp.org members may send you private email through our Platform in the Communication Preferences tab of the Your Account page.
· 4. GroupUp Group Members. If you are an Manager/ Organizer, you agree to receive messages from individual members of your GroupUp Group.
· 6.3 Role of GroupUp Group Manger/Organizer. You understand that the Manager/Organizer of a GroupUp Group in which you are a member has the right, in his or her sole discretion, to temporarily suspend, indefinitely suspend or terminate your membership in his or her GroupUp Group, to charge fees in connection with membership in his or her GroupUp Group, limit or set eligibility requirements for GroupUp Group Members, and to temporarily or permanently remove any content or information that you have posted in connection with such GroupUp Group.
· 6.4 Use of Pop-up Windows. GroupUp will not launch pop-up windows to advertise third-party products or services.
· 6.5 Other Users. We do not control the information provided by other users, which is made available through our system. You may find other users' information to be offensive, harmful, inaccurate or deceptive. Please use caution and common sense when using our website. Please note there is a risk that you may be dealing with underage persons or people acting under false pretense.
7. Privacy
· GroupUp undertakes regular internal privacy audits of our privacy policies and our compliance with our privacy policy statement. Our current privacy policy is available at http://www.GroupUp.org/privacy.
8. Links
· We may provide, or third parties may provide, links to other websites or resources. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You also acknowledge and agree that GroupUp shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource.
9. Dealings with Marketing Partners and Third Parties
· Your correspondence or business dealings with, or participation in promotions of, marketing partners or other third parties found on our website or through our Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such marketing partner or other third party. You agree that GroupUp shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such marketing partners or other third parties on our website or located through the use of our Platform.
10. Indemnity
· You agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of your representations and warranties or this Agreement or the documents it incorporates by reference, your use of our Platform, Your Information, your violation of any law, statute, ordinance or regulation or the rights of a third party, or your participation as a GroupUp Group Manager/Organizer or in GroupUp Gatherings (whether the claim or demand is due to or arising out of your transportation to or from, attendance at, or the actions of you or other users at GroupUp Gatherings). Without limiting the foregoing, you, as a GroupUp Group Manager/Organizer, agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any GroupUp Group Member or third party due to or arising out of your actions as a GroupUp Group Manager/Organizer, including your use of money paid to you by members of your GroupUp Group.

Continued on Terms of Service Agreement page two http://www.groupup.org/terms2