This Agreement is Currently Under Review by our Legal Counsel
The Easy-to-Read Summary of Our Terms
1. The Grouvia Web Site - This section explains what is provided by the site and what your use of it means.
2. Membership - This section describes eligibility, passwords, security, and our ability to suspend your account and for what reasons we might do this.
3. Fees - There aren't any right now but some day there might be. We'll tell you if and when that happens.
4. Your Information - What it is and how we can and can't use it. This is pretty important and you should at least read this section if you read nothing else. (By the way, if you look at the Terms of other sites like MySpace, facebook, Meetup, and LinkedIn, their policies all state almost exactly the same thing.)
5. Use of Web Site - Includes information on control of your information, the API license, and detailed grounds for removal of your account.
6. Grouvia Group Events - We have no jurisdiction or control over any persons, situations, or occurrences at any event that is arranged using the Grouvia Web Site. You may not sue us or the event organizer for anything that happens at these events.
7. Communications - This section explains how and why communications that take place by and between members and organizers are not governed by or under any supervision by Avarra Solutions, developers of Grouvia.com.
8. Links - You agree that we are not responsible for the content of third party web sites that our site links to.
9. Indemnity - You will not hold us responsible for any action resulting from your use of Grouvia, or your commmunications with other Grouvia Members, or your participation in any Grouvia Group Events.
10. Warranties; Liability - We provide no warranties about Grouvia's availability or your ability to use it. We are not liable for any damages incurred as a perceived results of your usage of the Grouvia Web Site.
11. Dispute Resolution - This is a very lengthy description of how a dispute would be mediated and arbitrated in the event that it becomes necessary to resolve a legal matter between you and us.
12. Modifications - We can modify or suspend Grouvia services at any time.
13. Trademarks; Copyrights; Proprietary Rights - This explains our trademark and copyright protection policies, and what you should do if you feel your rights have been compromised on the Grouvia Web Site.
14. No Resale - You agree not to copy or sell anything you find on the Grouvia Web Site that does not explicitly belong to you.
15. Additional Terms - This section describes miscellaneous terms that govern the Grouvia Web Site such as the location of arbitration, the governing law, no assigment, and no guaranty.
16. Violations - Where to send notice of violations to this Agreement.
Last revised on: August 21, 2009
The Detailed Terms
THE FOLLOWING DESCRIBES THE TERMS ON WHICH GROUVIA OFFERS YOU ACCESS TO OUR WEB SITE AND ITS ACCOMPANYING SERVICES:
Welcome to Grouvia. We provide the Grouvia Web Site (www.grouvia.com) to you subject to the terms of service set forth in this Terms of Service Agreement (the 'Agreement').
We may update this Agreement at any time. The 'Revision date' at the top of this Agreement will always display the revision date of the currently displayed Agreement. By continuing to use the Platform, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and Grouvia regarding the Grouvia web site.
1. Grouvia Web Site
The Grouvia Web Site provides you, our users, with resources to facilitate organizing of groups and the memberships, information, and events associated with those groups.
You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Grouvia Web Site, including without limitation your participation in or involvement with any Grouvia Group or one of their associated events as well as your submission of acceptable Public Information (as defined in Section X ('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.
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The Grouvia Web Site is available to all individuals who are at least 18 years of age. Our web site is not available to any temporarily or indefinitely suspended Grouvia users. By registering to use the Grouvia Web Site, you represent and warrant that you are at least 18 years of age. Additional eligibility requirements for a particular Grouvia Group may be set by the organizer of the Grouvia Group (in each case, an 'Organizer').
We have the right, in our sole discretion, to suspend or terminate your use of the Grouvia Web Site and refuse any and all current or future use of all or any portion of the Grouvia Web Site.
2.2 Password and Security. When you complete the Grouvia registration process you will create a password that will enable you to access the Grouvia Web Site. 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 Grouvia cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.2.
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3.1 General. Access to our web site and use of all features of the Grouvia Web Site is free. We may, in our sole discretion, and by notifying you on our web site, change this policy and begin charging for access to certain or all features of the Grouvia Web Site. 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 or change the charges associated with any existing service, we will notify you of the fees for that service at the time of introduction on the web site.
3.2 Fees Assessed by Organizers; Payments to Organizers. Some Organizers may require or request fees for membership in a Group, or for attendance at Group events. Individual Grouvia Group membership fees or event fees are at the discretion of each Organizer, who decides whether such fees are required, the amount frequency, payment options, refund policies, and how such fees are spent. You may also have the option to make voluntary contributions to particular Organizers. By paying the fees assessed by the Organizer, you acknowledge that Grouvia does not control the transaction, and that you bear all risk in connection with the transaction. Refunds of any payment you make to any Organizer are subject to that Organizer's policies and applicable law. If you believe any payment to an Organizer is in error, you must contact the Organizer to seek resolution. Organizers have full discretion whether and how to spend money in connection with their Grouvia Groups. Your correspondence or business dealings with, or participation in promotions of Grouvia Groups, including payment and related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the applicable Organizer.
3.3 Organizers; Payments Accepted From Members. Organizers acknowledge and agree that receipt of any fee from any third party (specifically members of your group) is a third party transaction between you and such third party, and that you bear all risk in connection with your third party transactions. If you believe that any accounting by a Third Party is in error, you must contact such other Third Party, and not Grouvia, to seek resolution. Your correspondence or business dealings with any Third Party, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party.
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4. Your Information
4.1 Definition. 'Your Information' is defined as any information post or other material you provide (directly or indirectly), including through the Grouvia registration process, the Grouvia Group setup process, in Grouvia Group message boards, Grouvia messaging module, or through any other use of the Grouvia Web Site. 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 the Grouvia Web Site or otherwise, you submit or make available for inclusion on publicly accessible areas of our web site 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 web site 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 (including data feed tools) and by search engines, metasearch tools, crawlers, metacrawlers and other similar programs.
4.2 Restrictions. In consideration of your use of the Grouvia Web Site, 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 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;
* (f) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
* (g) 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.
4.5 Consent to Disclosure. You acknowledge and agree that Grouvia may disclose Your Information (as defined in Section 4) 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 web site, (b) enforce this Agreement, (c) respond to claims that Your Information violates the rights of third parties; (d) protect the rights, property or personal safety of Grouvia, its employees, users and the public; or (e) enable the transfer or sale to another entity of all or substantially all of our stock or assets in the line of business to which this Agreement relates, or upon any other corporate reorganization, subject to the promises made in this Agreement. We also may disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or that we believe may expose us or you to legal liability.
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5. Use of Web Site
5.1 Control. You, and not Avarra Solutions (makers of Grouvia.com), are entirely responsible for all of your Public Information that you upload, post, email, transmit or otherwise make available via the Grouvia Web Site. 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 the Grouvia Web Site, 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 Grouvia 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 the Grouvia Web Site, or for any failure to correct or remove information.
5.2 API License. Subject to the terms and conditions of this Agreement, Grouvia grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use any application programming interface ('API') that Grouvia makes available via the Platform for the sole purpose of integrating or making available Public Information on another web site. Grouvia reserves all rights not expressly granted under this Agreement.
5.3 Grounds for Removal or Suspension of Your Grouvia Account. Notwithstanding any other provision of this Agreement, the following types of actions are cause for immediate removal, repeal and/or suspension or termination of your account:
(a) If you use the Grouvia Web Site to (including, without limitation, eligibility requirements):
* (i) harm or intimidate another person in any way, including restricting or inhibiting any other user from using the Grouvia Web Site;
* (ii) impersonate any person or entity (including Grouvia staff or 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;
* (iii) disguise the origin of any Public Information that is transmitted to any third party;
* (iv) 'stalk' or otherwise harass another;
* (v) resell Public Information or access to Public Information;
* or (vi) collect or store personal data about other users;
(b) If you post any Public Information or other material:
* (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;
* (ii) that is obscene, pornographic or adult in nature ***NEEDS REVIEW;
* (iii) that you do not have a right to make available under any law or under contractual or fiduciary relationships;
* (iv) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or rights of publicity or privacy;
* (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');
* (vi) that is inappropriate, posted in bad faith, or contrary to the spirit of any Grouvia Group; or
* (vii) that uses the Grouvia Web Site as a lead generator or listing service for another web site;
(d) If you refuse to follow Grouvia staff instruction or direction;
(e) Violate (intentional or unintentional) this Agreement, or of any applicable local, state, national or international law, statute, ordinance or regulation;
(f) Disclose the Private Information of any member of a Grouvia Group without the permission of that member; or
(g) Transmit money to Grouvia or any 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 web site. Avarra Solutions, LLC 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 Web Site and attend Grouvia Group events at your own risk.
For purposes of this Agreement, 'posting' includes uploading, posting, emailing, transmitting or otherwise making available. Without limiting the foregoing, Avarra Solutions and its designees shall have the right to remove any Public Information or other material that violates this Agreement or is otherwise objectionable.
5.4 Interference with the Grouvia Web Site.
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;
(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 web site (except for Your Information), or create derivative works from our web site (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of Avarra Solutions, LLC or any other third party, except with the prior written consent of Avarra Solutions, LLC or the appropriate third party.
5.5 General Practices Regarding Use of the Grouvia Web Site. You acknowledge and agree that we may establish general practices and limits concerning the use of the Grouvia Web Site. 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.
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6. Grouvia Group Events
6.1 Events. Through the Grouvia Web Site we provide tools that enable our users to arrange local events (a 'Grouvia Group Event') at venues that include, but are not limited to, public parks, private homes, and private organizations. We do not supervise these events and are not involved in any way with the actions of any individuals at these events. As a result, we have no control over the identity or actions of the individuals who are present at these events.
6.2 Release. Because we do not supervise or control the Grouvia Group Events or interactions among or between members of Grouvia Groups and other persons or companies, and because we are not involved in any way with physical transportation to or from Grouvia Group Events or with the actions of any individuals at these events, and because we cannot guarantee the true identity, age, nationality of Grouvia Web Site users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Web Site 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 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 Grouvia Web Site, 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 Grouvia Group Event. 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 any Civil Code or any similar provision of the statutory or non-statutory law of any jurisdiction to the full extent that you may lawfully waive all such rights and benefits.
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7. Communications from Grouvia and Members of the Grouvia Community
7.1 Grouvia Communications. You understand that certain communications, such as Grouvia service announcements and newsletters, as well as offers of sponsorship or promotion relevant and beneficial to you or your Grouvia Group or Grouvia Alliance, are part of the Grouvia Web Site. By using the Grouvia Web Site, you expressly agree to receive such communications from Grouvia. You may manage your subscriptions to Grouvia communications in the Communication Preferences tab of the Your Account page; however, some basic communications are a necessary part of the Grouvia Web Site and may not be disabled.
7.2 Communications with Members of the Grouvia Community.
* Your Organizer. By joining a Grouvia Group, you understand and agree that you may receive communication from the group's Organizer or Co-Organizers(s) in the normal course of utilizing the Grouvia Web Site. Your Organizer's messages will be relayed to your email address through the Grouvia Web Site, which does not disclose your email address.
* Grouvia Group Mailing List. You may receive email from other members of your Grouvia Group via the Grouvia Group Directory's mailing list. You may subscribe, unsubscribe, and manage the frequency of emails you receive from these mailing lists in the Notifications section of the Personal Information page.
* Grouvia Group Members. If you are an Organizer, you agree to receive messages from individual members of your Grouvia Group.
7.3 Role of Organizer. You understand that the Organizer of a Grouvia Group of 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 Grouvia Group, to charge fees in connection with membership in his or her Grouvia Group, limit or set eligibility requirements for the Grouvia Group members, and to temporarily or permanently remove certain content or information that you have posted in connection with such Grouvia Group. Please be aware that an Organizer: (a) does not representative Avarra Solutions, LLC, and therefore an Organizer may not enter into contractual relations or obligations on behalf of Avarra Solutions; (b) is not entitled to enter into contractual relations or obligations on behalf of specific Grouvia Group members unless expressly agreed by those Group members; and (c) is acting independently, and therefore no contractual relationship or obligation arises between an Organizer or an individual Group member unless otherwise agreed.
7.4 Use of Pop-up Windows. Grouvia will not launch pop-up windows to advertise third-party products or services.
7.5 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. There is a risk that you may be dealing with people acting under false pretense.
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We may provide, or third parties may provide, links to other web sites or resources. Because we have no control over such web sites or resources, you acknowledge and agree that we are not responsible for the availability of such web sites 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 web sites or resources. You also acknowledge and agree that Grouvia 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 web sites or resource.
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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 the Grouvia Web Site, Your Information, your violation of any law, statute, ordinance or regulation or the rights of a third party, or your participation as an Organizer or in Grouvia Meetings(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 Grouvia Group Events). Without limiting the foregoing, you, as an 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 Grouvia Group or third party due to or arising out of your actions as an Organizer, including your use of money paid to you by members of your Grouvia Group.
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10. Warranties; Liability
10.1 Disclaimer of Warranties. Your use of the Grouvia Web Site is at your sole risk. the Grouvia Web Site is provided to you 'as is' and on an 'as available' basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of the Grouvia Web Site. We disclaim any warranties for any information or advice obtained through the Grouvia Web Site. We disclaim any warranties for services or goods received through or advertised on the Grouvia Web Site or received through any links provided by the Grouvia Web Site, as well as for any information or advice received through any links provided through the Grouvia Web Site.
In addition, no advice or information (oral or written) obtained by you from us shall create any warranty.
You understand and agree that you download or otherwise obtain material or data through the use of the Grouvia Web Site at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.
10.2 Limitation of Liability. You agree that in no event shall Grouvia be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Grouvia has been advised of the possibility of such damages), arising out of or in connection with the Grouvia Web Site or this Agreement or the inability to use the Grouvia Web Site (however arising, including negligence), arising out of or in connection with Third Party Transactions or arising out of or in connection with your use of the Grouvia Web Site or transportation to or from Grouvia Group Events , attendance at Grouvia Group Events, participation in or exclusion from Grouvia Groups or Grouvia Alliances, and the actions of you or others at Grouvia Group Events. Our liability to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees, if any, you pay to us in the twelve (12) months prior to the action giving rise to liability, and (b) $100.
10.3 Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations in this Section may not apply to you.
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11. Dispute Resolution
11.1 Process. The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement including the documents it incorporates by reference, your use of the Grouvia Web Site, Your Information, your violation of any law or the rights of a third party, or your participation in Grouvia Group Events (whether the dispute, claim or controversy is due to or arising out of your transportation to or from, attendance at, or the actions of you or other users at Grouvia Group Events). In the event that the dispute, claim or controversy is not resolved by these negotiations, the matter will be submitted to a mediation services for mediation pursuant to Section 11.3, and if the matter is not resolved through mediation, then it shall be submitted to the mediation service for final and binding arbitration pursuant to Section 11.4. Nonetheless, legal action taken by Avarra Solutions, LLC to collect any fees and/or recover damages for, or obtain an injunction relating to, the Grouvia Web Site operations, intellectual property or the Grouvia Web Site, shall not be submitted to mediation or arbitration except as otherwise agreed to in writing by Avarra Solutions. In addition, either you or Avarra Solutions may seek any interim or preliminary relief from a Court of competent jurisdiction in Virginia necessary to protect the rights or property of you or Avarra Solutions pending the completion of arbitration.
11.2 Negotiation. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within fifteen (15) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within thirty (30) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.
11.3 Mediation. Either party may commence mediation by providing to the mediation service and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with the mediation service and with one another in selecting a mediator from the mediation service's panel of neutrals, and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any mediation service's employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case.
11.4 Arbitration. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement by negotiation or mediation under Sections 11.2 and 11.3 shall be submitted to final and binding arbitration before a mediation service pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with the mediation service, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of the mediation service's arbitration rules and procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with the mediation service and with one another in selecting an arbitrator from the mediation service's panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs.
11.5 Enforcement. The provisions of Sections 11.3 and 11.4 may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is ordered.
11.6 Notice; Waiver. By agreeing to this Agreement you have, except as otherwise specified in Section 11.1, all disputes, claims or controversies arising out of or relating to this Agreement decided by negotiation, neutral mediation and/or neutral arbitration as provided in this Section 11, and you are giving up any rights you might possess to have those matters litigated in a court or jury trial. Also, by agreeing to this Agreement you are giving up your judicial rights to discovery and appeal except to the extent that they are specifically provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under federal or state law. Your agreement to this arbitration provision is voluntary.
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We reserve the right at any time or times to modify or discontinue, temporarily or permanently, all or any portion of the Grouvia Web Site with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of the Grouvia Web Site.
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13. Trademarks; Copyrights; Proprietary Rights
13.1 Avarra Solutions' Trademarks. Grouvia trademarks and service marks, and other Grouvia logos, products and service names, are trademarks of Avarra Solutions, LLC (the 'Avarra Trademarks'). Except as otherwise permitted by law, you agree not to display or use in any manner the Avarra Trademarks without Avarra Solutions' prior written consent.
13.2 Copyrights and Trademarks of Others. Grouvia respects the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to the Grouvia Web Site to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please contact us at the following location:
Avarra Solutions, LLC
10908 Courthouse Rd. Suite 102-236
Fredericksburg, VA 22408
13.3 Proprietary Rights. You acknowledge and agree that the Grouvia Web Site contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Grouvia Web Site or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by Grouvia or advertisers in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Grouvia Web Site, in whole or in part.
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14. No Resale
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the GrouviaWeb Site, use of the Web Site, or access to the Web Site for any sales of goods or services, or promotion of a company, good, or service unrelated to the topic or spirit or the Grouvia Group.
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15. Additional Terms
15.1 Notices. Except as otherwise stated in this Agreement or as expressly required by local law, any notice to us shall be given by certified postal mail to Avarra Solutions, LLC, Attn: Legal Department, 10908 Courthouse Rd., Suite 102-236, Fredericksburg, VA 22408, and any notice to you shall be given to the email address that you provided us during the registration process. Notice shall be considered given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.
15.2 Entire Agreement. This Agreement constitutes the entire agreement between you and Avarra Solutions regarding the Grouvia Web Site. To the extent that you have previously registered with the Grouvia Web Site and provided Your Information, this Agreement now governs how Avarra Solutions may use Your Information, whether provided in the past or the future.
15.3 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Avarra Solutions, LLC is intended or created by this Agreement.
15.4 Governing Law. Except as expressly provided in this Section, (a) this Agreement and the relationship between you and Grouvia shall be governed by the laws of the State of Virginia without regard to its conflict of laws provisions, as such laws are applied to agreements entered into and to be performed entirely within Virginia between Virginia residents, and (b) you and Avarra Solutions agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Virginia.
15.5 Assignment. You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by Avarra Solutions, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of the Grouvia Web Site assets, or similar transaction.
15.6 No Guaranty. We do not guarantee continuous, uninterrupted or secure access to the Grouvia Web Site, and operation of our web site may be interfered with by numerous factors outside of our control.
15.7 No Waiver. Avarra Solutions' failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.
15.8 Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Avarra Solutions nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
15.9 Limitation. You and Avarra Solutions each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Grouvia Web Site or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.
15.10 Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
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The Web Site offered under this Agreement is offered by Avarra Solutions, LLC, 10908 Courthouse Rd., Suite 102-236, Fredericksburg, VA 22408.. Please report any violations of this Agreement by sending a notice of the violation to the above address by postal mail.
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By registering for a Grouvia account, you are agreeing that you have read and understand this Agreement and agree to all of the terms of this Agreement.