GroupAhead Customer Terms of Service
Thank you for your interest in GroupAhead, Inc.! This agreement (the “Agreement”) is made
and entered into by and between GroupAhead, Inc., a Delaware corporation (“GroupAhead”)
and the person or entity agreeing to these terms (“Customer”). Please read carefully this
, which is incorporated herein by reference.
Customer acknowledges and agrees that by clicking on the “Sign In” button and accessing or
using the GroupAhead Service, Customer is indicating that Customer has read, understood
and agrees to be bound by this Agreement. If you are accepting this Agreement on behalf of a
company, entity or organization (collectively, “Subscribing Organization”), then you represent
and warrant that you are an authorized representative of the Subscribing Organization with the
authority to bind such organization to this Agreement. In such cases, “Customer” means either
the Subscribing Organization, and any other personnel accessing and using the Service, or you as
an individual user. GroupAhead and Customer may be referred to herein each individually as a
“Party” and collectively as the “Parties”.
This Agreement governs Customer’s purchase of a subscription for the rights to access and use,
and to offer to Users (as defined below) connected with Customer’s community (“Community”)
the rights to access and use GroupAhead’s services, which are accessed through and used from,
either an application that Customer and Users can download to their respective mobile devices
(the “MobileApp”) or from the websites operated by GroupAhead (the “Site” and collectively
with the Mobile App, the “Service”).
GroupAhead reserves the right to update and change the terms of this Agreement from time
to time without advance notice. If GroupAhead changes this Agreement, GroupAhead will post
changes on this website and, in GroupAhead’s discretion, provide Customer with notice of any
material changes. The term “Agreement” also includes any future updates to this Agreement.
GroupAhead will also update the “Last Updated Date” and provide Customer with a short
summary of the changes made at the bottom of this Agreement. It is Customer’s responsibility
to check this Agreement periodically for changes and Customer’s continued access to and use
of the Service following the posting of any changes to this Agreement constitutes Customer’s
acceptance of those changes.
- Use of the Service. Subject to the terms and conditions of this Agreement, Customer may
access and use the Service, and may offer their Users the rights to access and use the
basis. “User” means any member or person connected with Customer’s Community who
directly makes use of the Service.
- Changes to the Service. GroupAhead, in its sole discretion, may update or change the
Service from time to time. If GroupAhead does update or make changes to the Service in a
manner that materially reduces their functionality, GroupAhead will inform Customer via
the email address provided to GroupAhead.
- Download and Install. Part of the Service allows Customer and Users to download and
install on their respective mobile devices the Mobile App. GroupAhead permits Customer
and Users to download and install the Mobile App solely in order to access and use the
Service for personal, Community related purposes only. Customer’s and User’s access to
licensed, not sold and unless GroupAhead notifies Customer otherwise, the right to access
terms that each User must agree to before accessing and using the Service, and which
govern such access to and use of the Service.
Customer Mobile App Publishing. GroupAhead is the sole publisher of the Mobile App
for any mobile platform provider, including but not limited to for the Android Market
(collectively, the “Providers”), but excluding Apple Computer, Inc. (“Apple”). Under some
circumstances, Apple may require that the Mobile App be published under Customer’s
application developer account. In that circumstance, Customer will need to enter into a
separate agreement with Apple directly to become an Apple application developer in order
to publish the Mobile App for Customer’s Community. Apple’s fee to become an application
developer, at the time of this writing, is USD$99 and Customer would be responsible for
such fee. In such circumstance, Customer, and not GroupAhead, shall be the publisher
of the Mobile App for Customer’s Community for Apple mobile devices. Notwithstanding
the foregoing, Customer agrees to provide GroupAhead with full access to Customer’s
account with Apple by providing GroupAhead with Customer’s Apple login details so
that GroupAhead may (a) initially publish the Mobile App for Customer’s Community, (b)
upgrade the Mobile App for Customer’s Community from time-to time, (c) access tools and
services provided by Apple in order to assist in the ongoing maintenance and development
of the Service (e.g. accessing crash reports), and (d) any other purpose in order to fulfill
GroupAhead’s obligations under this Agreement, and Customer hereby permits GroupAhead
to do the foregoing. Nothing in this Section shall alter, transfer or otherwise change
GroupAhead’s ownership of the Service, including each and every Mobile App (excluding
Customer Content), as described in Section 3.2.
Customer Obligations. The following are collectively considered “Customer Obligations”.
Sign Up. Customer will keep Customer’s account and passwords (including those of
each Administrator) confidential and will not authorize any third party (except for those
that are authorized representatives of the Subscribing Organization) to access or use the
Service on Customer’s behalf. Customer must contact GroupAhead immediately if Customer
suspects misuse or a security breach of the Service.
Administration of the Service. GroupAhead may provide Customer with one or more
administrator accounts, and Customer may designate one or more administrators in the
Administration website provided by GroupAhead (each an “Administrator”), which accounts
will have the rights to access and use administrator accounts (each an “Administrator
Account”). Administrators will have the ability to administer accounts for the Community
and Users, including the ability to access, disclose, restrict or remove User Data in or
from the User accounts and to monitor, restrict or terminate Users’ access to the Service.
GroupAhead is not responsible for the internal management or administration of the Service
within Customer’s Community.
Customer Content and License. “Customer Content” means (a) the trade names, logos,
common law trademarks and services marks, and (b) any other materials, data, and similar
information owned or licensed by Customer which is provided by Customer to GroupAhead
for inclusion in the Service. Customer hereby grants GroupAhead a limited, non-exclusive,
worldwide, royalty-free, fully paid-up license to host, copy, use, modify, adapt, reproduce,
distribute, display and disclose Customer Content posted on the Service solely to the
extent necessary for GroupAhead to provide the Service or as otherwise permitted by this
Agreement. GroupAhead shall cease its use of the Company Content within a commercially
reasonable amount of time upon expiration or termination of this Agreement.
- Access to User Data. Customer may have the ability to access, monitor, use or disclose
personal information and data regarding Users (“User Data”) from the Administrator
and by any applicable law or regulation. Customer represents and warrants that Customer
has all of the necessary permissions to obtain and use the personal information of Users
(including name and email address) to fulfill Customer Obligations herein and to permit
GroupAhead to fulfill GroupAhead’s obligations herein.
- Customer Representations and Warranties. Customer represents and warrants that:
(a) Customer has all the necessary rights and permissions to enter into this Agreement;
(b) Customer’s use of Service, administration of the Service for Users and all activities
that occur under and in connection with the Administrator Accounts will be in accordance
(including without limitation any local laws or regulations in Customer’s country, state,
city or other governmental area, regarding online conduct and acceptable content, and
including all applicable laws regarding the transmission of technical data exported from
the United States or the country in which Customers reside); (c) Customer will protect the
confidentiality of the Administrator Account(s) and passwords; and (d) Customer’s use of
the Service will not infringe or misappropriate the intellectual property rights, rights or
privacy and publicity or any other right of any User or third party or be defamatory, libelous,
harassing, threatening, pornographic or otherwise objectionable or unlawful.
- Unauthorized and Restricted Use. Customer acknowledges and agrees that
GroupAhead cannot review all of the content and submissions posted by Users in the
Service, and as such Customer will use best efforts to prevent unauthorized use or misuse
of the Service and will terminate any such use. The Service is not intended for Users under
the age of 13. Customer will ensure that it does not allow any person under the age of 13 to
access and use the Service. Customer, upon awareness, will promptly notify GroupAhead
of any unauthorized use of or access to the Service. Customer may not, and represents
and warrants that Customer will not: (i) use the Service to harm Users, third parties or
the Service; (ii) damage, disable or impair the Service in any way; (iii) sell, resell or lease
the Service or User Data, (iv) use the Service to store Social Security Numbers or sensitive
personal information; (v) reverse engineer the Service, nor attempt nor assist anyone else to
do so unless this restriction is prohibited by law.
- Ownership, Licenses.
- General. Except as expressly set forth herein, this Agreement does not grant either Party
any rights, implied or otherwise, to the other Party’s content or intellectual property.
- GroupAhead Ownership. As between the Parties, at all times, GroupAhead shall own and
obtain all right, title and interest in and to the Service and all Intellectual Property Rights
Customer Ownership. As between the Parties, Customer owns and shall retain all right,
title and interest in and to the Customer Content and all Intellectual Property Rights therein.
provided that information is in an aggregate form, which does not specifically identify the
Customer or User, or the fact that Customer and User are related in any way, GroupAhead
will have the unrestricted right to collect, retain, use, transfer and disclose aggregate data
regarding Customer’s and Users and their use and access to the Service in order to improve
the Service and GroupAhead’s business.
- Feedback. GroupAhead welcomes and encourage Customers to provide comments,
suggestions and recommendations to GroupAhead in connection with the Service (including,
without limitation, with respect to modifications, enhancements, improvements and other
changes to the Service)(collectively, “Feedback”). In doing so, Customer hereby irrevocably
assigns to GroupAhead a worldwide patent rights, copyrights, trade secret rights and other
Intellectual Property Rights in and to the Feedback.
Billing, Payment, Term and Termination.
Billing. Customer may choose either the Month-to-Month Plan or the Annual Plan, as
described below, when subscribing to the Service, and will indicate such choice via email to
GroupAhead, or as otherwise instructed, by GroupAhead.
- Month-to-Month Subscription. On this plan, Customer will pay for the Service on a
monthly basis at the rate agreed to in writing with GroupAhead (such writing may be agreed
upon via email, the “Monthly Subscription Fee”) and GroupAhead will bill for, and Customer
will pay, the Monthly Subscription Fee until this Agreement is terminated (“Month to Month
Plan”). Customer may elect not to renew and terminate the Month-to-Month Plan and this
Agreement at any time and such termination will become effective on the date last paid for.
Annual Subscription. On this plan, Customer will pre-pay for the Service for one (1) year at
the rate agreed to in writing with GroupAhead (such writing may be agreed upon via email)
(the “Annual Subscription Fee”) and GroupAhead will bill for, and Customer will pay, the
Annual Subscription Fee (“Annual Plan”). Customer may elect not to renew and terminate
the Annual Plan and this Agreement by providing GroupAhead with written notice of such
thirty (30) days prior to the end of the then current Annual Plan and such termination will
become effective on the date last paid for.
Renewals. Unless Customer provides notice of non-renewal and termination as described
in Section 4.2 and 4.3 above, both the Month-to-Month Plan and the Annual Plan will
automatically renew for each plan’s respective duration, and GroupAhead will have the right
to bill and Customer will pay the Monthly Subscription Fee or the Annual Subscription Fee
for the respective renewal terms.
- Payment. Customer will pay, and authorizes GroupAhead to charge using Customer’s
provided payment method, all applicable fees. Customer is responsible for providing
complete and accurate billing and contact information to GroupAhead and for paying all
applicable taxes (including without limitation, sales taxes, if applicable) to the appropriate
tax authority. Fees are in United States dollars and are non-refundable and non-
transferable, except as required by law.
- Term and Termination. This Agreement will remain in effect until Customer elects not to
renew and terminates, or until this Agreement is terminated by GroupAhead. Even though
GroupAhead hopes this is unlikely, GroupAhead reserves the right to temporarily suspend
or terminate Customer’s access to the Service (and by affect, Users’ access to the Service) at
any time in GroupAhead’s sole discretion, with or without cause, and with or without notice,
without incurring liability of any kind. For example, GroupAhead may suspend or terminate
Customer’s access to or use of the Service for: (a) the actual or suspected violation of this
Agreement; (b) the use of the Service in a manner that may cause GroupAhead to have legal
liability or disrupt others' use of the Service; (c) the suspicion or detection of any malicious
code, virus or other harmful code by you or in your account; or (d) unplanned technical
problems and outages. Customer acknowledges that if Customer’s access to the Service is
suspended or terminated, Customer may no longer have access to the Customer Content
that is stored with the Service.
- Effect of Termination. If either Party terminates this Agreement, the rights granted to
Customer and Users by GroupAhead will cease immediately. GroupAhead may provide
Customer with access to its account(s) in order for Customer to export any Customer
Content, but after a commercially reasonable amount of time, GroupAhead may delete any
Customer Content relating to Customer’s use of the Service. Any term or condition which,
by its nature or express terms should survive, will survive such termination or expiration.
- Indemnification by GroupAhead. GroupAhead will indemnify and defend Customer from
and against all liabilities, damages, and costs (including settlement costs and reasonable
attorneys' fees) arising out of any claim by a third party against Customer to the extent
based on an allegation that GroupAhead's technology (excluding Customer Content and
the content of Users) used to provide the Service to Customer infringes or misappropriates
any third party U.S. copyright or trademark right. In no event will GroupAhead have any
obligations or liability under this section arising from: (i) use of any Service in a modified
form or in combination with materials not furnished by GroupAhead and (ii) any content,
information, or data provided by Customer, Users, or other third parties.
Indemnification by Customer. Customer will indemnify, defend, and hold harmless
GroupAhead from and against all liabilities, expenses, damages, and costs (including
settlement costs and reasonable attorneys' fees) arising out of or in any way connected with
Customer’s or User’s access to and use of the Service, the Customer Content, or Customer’s
Security. GroupAhead endeavors to use reasonable security measures to protect against
unauthorized access to Customer’s account and account information, and to any data which
may be stored by GroupAhead. GroupAhead cannot, however, guarantee absolute security
of Customer’s account or of the personal information GroupAhead collects, and GroupAhead
cannot promise that GroupAhead’s security measures will prevent third-party “attackers”
from illegally accessing the Service or Customer Content. CUSTOMER ACKNOWLEDGES
THAT CUSTOMER’S SUBMISSION OF ANY CUSTOMER CONTENT OR INFORMATION ON
OR THROUGH THE SERVICE IS AT CUSTOMER’S OWN RISK AND Customer accepts all risks
of unauthorized access to the Service, Customer’s account information and any other
information you provide to GroupAhead or through the Service.
NO WARRANTY. GROUPAHEAD PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS”
AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
GROUPAHEAD MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE
UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CUSTOMER
CONTENT, USER DATA OR OTHER CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR
DAMAGED OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT. IN THE EVENT CUSTOMER’S LOCAL OR APPLICABLE
JURISDICTION DOES NOT ALLOW FOR ANY OF THE DISCLAIMERS SET FORTH HEREIN, THIS
SECTION WILL APPLY THE FULLEST EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT
WILL GROUPAHEAD, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR
LICENSORS BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST GOODWILL, USE OR
CONTENT) HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT
LIMITATION CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF
GROUPAHEAD HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF GROUPAHEAD, ITS
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE
SERVICE WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO THREE MONTHS OF
CUSTOMER’S APPLICABLE SUBSCRIPTION FEE FOR THE SERVICE OR ONE HUNDRED DOLLARS
($100) IN THE EVENT CUSTOMER’S LOCAL OR APPLICABLE JURISDICTION DOES NOT ALLOW
FOR ANY OF THE LIMITATIONS SET FORTH HEREIN, THIS LIMITATION WILL APPLY THE
FULLEST EXTENT PERMITTED BY LAW.
Agreement and Severability and Waiver. This Agreement constitutes the entire agreement
between GroupAhead and Customer. If any provision of this Agreement or any GroupAhead
policies are held to be unlawful, void, or for any reason unenforceable, then that provision
will be limited or eliminated from this Agreement to the minimum extent necessary and
will not affect the validity and enforceability of any remaining provisions. The failure
of GroupAhead to exercise or enforce any right or provision of this Agreement will not
constitute a waiver of such right or provision. Any waiver of any provision of this Agreemnet
will be effective only if in writing and signed by GroupAhead.
Jurisdiction and Venue. GroupAhead and Customer irrevocably consent to the exclusive
jurisdiction and venue of the state or federal courts for San Francisco County, California,
USA, for all disputes arising out of or relating to this Agreement.
Assignment. Customer may only assign or transfer this Agreement to another entity with
GroupAhead’s prior written approval. GroupAhead may assign or transfer this Agreement
any time without notice. Any other attempt to assign or transfer is void.
Export Control. Customer may not use, export, re-export, import or transfer the Service
except as authorized by United States law or the laws of the jurisdiction Customer obtained
the Mobile App.
Notices. Any notice or other communication permitted or required hereunder, except for
those that specifically allow communication via email, will be in writing and delivered via
regular mail or FedEx (or a similar service). Notice posted on the GroupAhead websites,
including this site, is deemed given thirty (30) days following the date such notice was
Contacting GroupAhead. If you have questions about this Agreement, feel free to contact
GroupAhead at .