Terms of Service

Last Updated: March 17th, 2011

Grovo Learning, Inc. ("Grovo", "we" or "our") provides via our website, accessible at www.grovo.com (the "Site"), an online training platform through which users can access information and tutorials and learn how to use popular third party websites, online services and mobile applications (any and all of the foregoing, the "Services"). The Services include our proprietary media player software application and related documentation (including any updates, new versions or new releases thereof) (the "Grovo Widget") and any other products and services offered by Grovo via the Site and Services. For the avoidance of doubt, the Services do not include Third Party Services (defined below).

Please read carefully the following terms and conditions ("Terms of Service"). These Terms of Service are a legal agreement between you and Grovo and apply to you whether you are a Subscriber (defined below) or a visitor just browsing the Site (either, a "Grovo User"). These Terms of Service govern your access to and use of the Site and the Services and, except as otherwise provided in these Terms of Service, all text, graphics, images, music, audio, videos, lessons, tutorials, information, or other materials available through the Site and Services, including any Premium Content (defined below) (collectively, "Grovo Content").

Certain areas of the Site (and your access to or use of certain Services or Grovo Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Service and terms and conditions posted for a specific area of the Site, Services or Grovo Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services or Grovo Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "JOIN GROVO" BUTTON, BY ACCESSING OR USING THE SITE OR THE SERVICES OR BY DOWNLOADING OR POSTING ANY GROVO CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR GROVO CONTENT. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

REMINDER REGARDING THE SERVICES:

Grovo's mission is to provide our users with information and tutorials to assist them with using popular third party websites, online services and mobile applications (each a "Third Party Service").
Our provision of information and/or lessons regarding a Third Party Service is not a recommendation or endorsement of such Third Party Service or the content, products or services made available by or through such Third Party Service.
Grovo is not responsible for the availability or accuracy of any Third Party Service and you acknowledge and agree that you are solely responsible for your use of such services.

Grovo reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of the home page of the Site. By continuing to access or use the Site or the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Site and the Services.

In order to access certain features of the Site and Services, and to post User Submissions, for example, you must register to create an account ("Account") and become a "Subscriber". To become a Subscriber you must be at least 13 years of age and only Subscribers that are at least 18 years of age may purchase the Pay Services (defined below). Any purchase of Pay Services by anyone under 18 is expressly prohibited and by accessing the Grovo Content that may provided in connection with the Pay Services, you represent and warrant that you are 18 or older. If you are not a Subscriber you may browse all areas of the Site or use the parts of the Services that are not limited to Subscribers only.

During the registration process, you will be required to provide certain information and you will establish a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Grovo reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, including those by Authorized Users (defined below), whether or not you have authorized such activities or actions. You will immediately notify Grovo of any unauthorized use of your Account.

In General. Access to or use of certain premium content ("Premium Content") requires payment of a subscription or access fee (the "Select Services"). For the rates at which the Select Services are available see http://www.grovo.com/premium. By selecting a Select Service via your Account or otherwise, you agree to pay all charges to your Account at the prices then in effect in addition to all applicable taxes and other fees that accrue in relation to use of the Select Services by you or other persons (including your agents) using your Account, and you expressly authorize Grovo to charge the payment method you provide during registration (or as updated by you thereafter) (your "Payment Method") for the Select Services you have chosen. Except as set forth under "Termination" below, all fees are non-refundable. All fees and applicable taxes, if any, are payable in United States dollars.

Recurring Billing. Most subscription plans to the Select Services consist of an initial period, for which there is a one-time charge, followed by recurring periodic charges as agreed to by you (e.g., annual or monthly). By entering into these Terms of Service, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. The applicable subscription fee will be billed at the beginning of the paying portion of the subscription term and auto renew as set forth below. If you sign up for a monthly subscription to the Select Services on the last day of any particular month (recognizing that not all months have the same number of days), your billing cycle start date will be the last day of each succeeding month. We may also periodically authorize your Payment Method in anticipation of subscription fees or related charges.

Auto-renewal. Subscriptions to the Select Services will be automatically extended for successive renewal periods for the same duration as the subscription term originally selected by you, at the then-current, non-promotional subscription rate. You may cancel your subscription at any time. Please see the Section below titled "Termination" for further information.

Change in Amount Authorized. If the amount to be charged to your account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and Grovo shall provide, notice of the amount to be charged and the date of the charge at least ten (10) days before the scheduled date of the transaction.

Free Trials. Grovo may offer free trial subscriptions during which you may use the Select Services for the time period specified in the promotional offer ("Trial Period"). Free trial subscriptions may not be combined with any other offer and are only available to customers who do not currently have an Account at the time of registration, unless otherwise stated in the promotion details. You will not receive a notice from us that your free Trial Period has ended or that the paying portion of your subscription has begun. You may cancel your subscription at any time. Please see the Section below titled "Termination" for further information. Unless you cancel your subscription prior to the conclusion of the Trial Period, your Payment Method will be charged the applicable recurring subscription fee until you cancel your subscription. If you cancel prior to the end of the Trial Period and are inadvertently charged for a subscription, please contact contact@grovo.com to have the charges reversed.

By You. You may cancel your Account, or change, or cancel your subscription to the Select Services at any time through your Account settings. If you cancel your subscription within three (3) business days after the scheduled date of the recurring payment, your subscription will not be renewed after your then current monthly term expires. If you cancel a monthly subscription more than three (3) business days after the scheduled date of the recurring payment, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period and Grovo will not refund any fees paid by you for that period. Your non-termination or continued use of the Select Services reaffirms that Grovo is authorized to charge your Payment Method. Grovo may submit those charges for payment and you will be responsible for such charges. This does not waive Grovo's right to seek payment directly from you.

By Us. Grovo reserves the right to discontinue the Select Services or to change the Select Services at any time and without prior notice to you. In the event of such discontinuation by Grovo, Grovo will refund any fees paid by you, prorated proportionally to the amount of time remaining in the then-current subscription period. For monthly subscriptions, that period is one month.

If you or any of your Authorized Users (defined below) breaches any of these Terms of Service, Grovo will have the right to suspend or deactivate your account, or terminate these Terms of Service immediately at its sole discretion and without prior notice to you. In the event of such a breach of these Terms of Service, Grovo will not be required to refund any fees paid by you and you will remain liable for all amounts due hereunder.

Multi-User Accounts. Grovo provides its Subscribers with the option to create multi-user Accounts ("Multi-User Accounts"), where the Subscriber who creates such Multi-User Account ("Administrator") may be able to purchase the Pay Services for a group of individuals (a "Multi-User Group"). The Administrator can monitor the progress of and assign training courses to individuals who are Subscribers of the Administrator's Multi-User Group. Each Administrator may only allow its authorized users or agents to be Subscribers of a Multi-User Group and as an Administrator you acknowledge and agree that the applicable Grovo Content may not be accessed by more individuals than the number of individuals for which you have purchased the Pay Services.

See Grovo's Privacy Policy at http://www.grovo.com/legal/privacypolicy for information and notices concerning Grovo's collection and use of your personal information.

The Site, Services and Grovo Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, Grovo and its licensors exclusively own all right, title and interest in and to the Site, Services and Grovo Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Grovo Content.

Subject to your compliance with the terms and conditions of these Terms of Service, Grovo grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and view any Grovo Content solely for your personal and non-commercial purposes as made available via our Services (including any Grovo Widget). You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Grovo Content, except as expressly permitted in these Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Grovo or its licensors, except for the licenses and rights expressly granted in these Terms of Service.

If you choose to download the Grovo Widget, the following terms and conditions apply.

Grovo Widget License. Subject to your compliance with the terms and conditions of these Terms of Service, Grovo grants you a limited, non-exclusive and non-transferable license to install and use the executable form of the Grovo Widget, without modification, solely to provide the Grovo Widget (without its documentation) on websites that you own or operate ("Your Website"). You may make a copy of the Grovo Widget for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Grovo Widget. Grovo reserves all rights in the Grovo Widget not expressly granted to you in these Terms of Service.

Grovo Widget License Restrictions. Except as expressly specified these Terms of Service, you may not: (i) use, copy, modify or distribute the Grovo Widget for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute the Grovo Widget to any third party; or (iii) use the Grovo Widget in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Service. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Grovo Widget nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

Updates and Upgrades; No Obligation. Grovo is not obligated to maintain or support the Grovo Widget, or to provide you with updates, upgrades or services related thereto. You acknowledge that Grovo may from time to time in its sole discretion issue updates or upgrades to the Grovo Widget, and may automatically update or upgrade the version of the Grovo Widget that you are using. You consent to such automatic updating or upgrading, and agree that the terms and conditions of these Terms of Service will apply to all such updates or upgrades.

Term and Termination. The license to the Grovo Widget granted under these Terms of Service remains in effect for a period of 75 years, unless earlier terminated by you or Grovo in accordance with this provision. You may terminate the license at any time by destroying all copies of the Grovo Widget in your possession or control. Without limiting any other terms of these Terms of Service, the license will automatically terminate without notice from Grovo if you breach any terms of these Terms of Service. Upon any termination of these Terms of Service, you must cease all use of the Grovo Widget and promptly delete and destroy all copies, full or partial, of the Grovo Widget.

Marketing Rights. You agree that after you install the Grovo Widget on Your Website, Grovo may publicly identify you as a "Partner Site," including by use of your business name and logo (and any trademark rights therein) on the Site and in Grovo's press releases and other marketing materials, provided that your name and logo shall be presented in substantially the same fashion as any other partner websites mentioned on a webpage, press release or other marketing material. Any such use of your logo will be in accordance with applicable law and any usage guidelines that you provide to Grovo in writing. Likewise, during the term of these Terms of Service, you may publicly identify Grovo as a Partner Site, including by use of Grovo's business name and logo (and any trademark rights therein) on Your Website and in your press releases and other marketing materials.

End Users and Usage Data. You acknowledge and agree that:

(a) Grovo may collect End User Usage Data as a result of your implementation of Grovo Widget on your Your Website. As used here in "Usage Data" means non-personally identifiable behavioral usage and statistical data generated by the online activities of visitors to a website; and an "End User" means a visitor to or user of a Grovo Widget on Your Website. Usage Data does not include information or other data that when on its own or in combination with other identifiers can be used to contact or identify a natural person ("PII"). You acknowledge and agree not to provide Grovo with any End User PII in connection with your use of the Services.

(b) You will post and make available to End Users a privacy policy that governs your Your Website ("Privacy Policy"). Such Privacy Policy will include any and all disclosures and election procedures that may be required under applicable laws in light of your use of the Services contemplated by these Terms of Service, including, without limitation, a clear and conspicuous disclosure to End Users about your practices with respect to the collection, use and sharing of End User data (including Usage Data and End User PII) and your use of third party service providers. You are solely responsible for your interactions (including any disputes) with End Users and Grovo disclaims any and all liability relating thereto.

(c) You agree to comply with the terms and conditions of your Privacy Policy. In the event that any modifications are made to the Privacy Policy that prohibits or materially impairs Grovo's ability to receive Usage Data or potentially subjects you or Grovo to claims of third parties or enforcement authorities, Grovo may suspend or terminate your access to the Services.

Proprietary Rights. The copy of the Grovo Widget is licensed, not sold, to you. You agree that Grovo and its licensors own all right, title and interest in and to the Grovo Widget, including all intellectual property rights therein, and that Grovo retains ownership of all copies of the Grovo Widget. The Grovo Widget is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Grovo Widget as delivered to you.

Government Users. Any use, duplication, or disclosure of the Grovo Widget by the U.S. government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Manufacturer is Grovo Learning, Inc.

Subscribers may post, upload, publish, submit or transmit text, graphics, images, music, audio, video, information or other materials to be made available through the Site and Services ("User Submissions"). By making available any User Submissions through the Site and Services, you hereby grant to Grovo a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Submissions in any form, medium or technology now known or later developed, including without limitation on the Site and third party websites. Grovo does not claim any ownership rights in any such User Submissions and nothing in these Terms of Service will be deemed to restrict any rights that you may have to use and exploit any such User Submissions.

You acknowledge and agree that you are solely responsible for all User Submissions that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Submissions that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Grovo the rights in such User Submissions, as contemplated under these Terms of Service; and (ii) neither the User Submissions nor your posting, uploading, publication, submission or transmittal of the User Submissions or Grovo's use of the User Submissions (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by emailing us at contact@grovo.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of Grovo and you hereby irrevocably assign to Grovo and agree to irrevocably assign to Grovo all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Grovo's request and expense, you will execute documents and take such further acts as Grovo may reasonably request to assist Grovo to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

You agree not to do any of the following:

Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
Access, tamper with, or use non-public areas of the Site, Grovo's computer systems, or the technical delivery systems of Grovo's providers;
Attempt to probe, scan, or test the vulnerability of any Grovo system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Grovo or any of Grovo's providers or any other third party (including another Subscriber) to protect the Site, Services or Grovo Content;
Attempt to access or search the Site, Services or Grovo Content or download Grovo Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Grovo or other generally available third party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a Grovo trademark, logo URL or product name without Grovo's express written consent;
Use the Site, Services or Grovo Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Grovo Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Grovo Content;
Interfere with, or attempt to interfere with, the access of any Subscriber, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
Collect or store any personally identifiable information from the Site or Services from other Subscribers of the Site or Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.

Grovo will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Grovo may involve and cooperate with law enforcement authorities in prosecuting Subscribers who violate these Terms of Service. You acknowledge that Grovo has no obligation to monitor your access to or use of the Site, Services or Grovo Content or to review or edit any User Submissions, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Grovo reserves the right, at any time and without prior notice, to remove or disable access to any Grovo Content, including, any User Submissions, that Grovo, at its sole discretion, considers to be in violation of these Terms of Service or otherwise harmful to the Site or Services.

Grovo may operate sweepstakes, contests and similar promotions (collectively, "Promotions") through on the Site. You should carefully review the rules (e.g., the "Official Rules") of each Promotion in which you participate on the Site, as they may contain additional important information about Grovo's rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotions. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Service, the terms and conditions of such Official Rules will control.

Grovo respects copyright law and expects its Subscribers to do the same. Grovo has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered Subscribers or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Grovo's Copyright Policy at http://www.grovo.com/legal/copyrightpolicy, for further information.

The Site may contain links to third-party websites or resources. You acknowledge and agree that Grovo is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Grovo of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

If you breach any of these Terms of Service, Grovo will have the right to suspend or disable your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. In the event Grovo terminates these Terms of Service for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to contact@grovo.com.

THE SITE, SERVICES AND GROVO CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GROVO EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GROVO MAKES NO WARRANTY THAT THE SITE, SERVICES OR GROVO CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GROVO MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR GROVO CONTENT PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY GROVO CONTENT OBTAINED THROUGH THE SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GROVO OR THROUGH THE SITE, SERVICES OR GROVO CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER SUBSCRIBERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. YOU UNDERSTAND THAT GROVO DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY SUBSCRIBERS OF THE SITE OR SERVICES, NOR DOES GROVO MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF SUBSCRIBERS OF THE SITE OR SERVICES. GROVO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF SUBSCRIBERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE SUBSCRIBERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER SUBSCRIBERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

You agree to defend, indemnify, and hold Grovo, its officers, directors, employees and agents, 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 with your access to or use of the Site, Services or Grovo Content, or your violation of these Terms of Service.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND GROVO CONTENT REMAINS WITH YOU. NEITHER GROVO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR GROVO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERIVCE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR GROVO CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER SUBSCRIBERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GROVO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL GROVO'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR GROVO CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO GROVO FOR USE OF THE SITE, SERVICES OR GROVO CONTENT, IF ANY, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE MADE NO PAYMENTS TO GROVO, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GROVO AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

All trademarks, service marks, logos, trade names and any other proprietary designations of Grovo used herein are trademarks or registered trademarks of Grovo. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

These Terms of Service and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

These Terms of Service constitute the entire and exclusive understanding and agreement between Grovo and you regarding the Site, Services and Grovo Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Grovo and you regarding the Site, Services and Grovo Content.

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Grovo's prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Grovo may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: (i) by Grovo via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

The failure of Grovo to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Grovo. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

If you have any questions about these Terms of Service, please contact Grovo at contact@grovo.com.

Terms of Service

Mission

Company

Why Grovo?

Tools

Support

Terms of Service

Mission

Company

Why Grovo?

Tools

Support

Newsletter