Group Price offers Internet based advertisement and commerce services (hereinafter, "Services") negotiated exclusively for local and national merchants (hereinafter, "Company") for its small business end-users (hereinafter, “End User”) through its Website located at http://www.GroupPrice.com.
This Agreement sets forth the terms and conditions that apply to the use of this Site by the End User. By using this Site the End User agrees to comply with all of the terms and conditions hereof. End User shall be responsible for protecting the confidentiality of End User's password(s). End User acknowledges that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of Group Price. End User agrees to hold harmless Group Price for any data lost while transmitting information on the Internet. Group Price's holds the right to make the Site unavailable at any time for any reason. You understand and acknowledge that due to circumstances both within and outside of the control of Group Price, access to the Site may be interrupted, suspended or terminated.
Group Price shall have the right at any time to change or discontinue any aspect or feature of Group Price, including, but not limited to, content, hours of availability and equipment needed for access or use.
Group Price shall not be liable for any damages to the End User's equipment resulting from the use of this Site.
End User shall not post or transmit through this Site any material which violates or infringes in any way upon the rights of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Group Price's prior written approval, contains advertising or any solicitation with respect to products or services. Any conduct by an End User that in Group Price's exclusive discretion restricts or inhibits any other End User from using or enjoying this Site and/or the Company, is strictly prohibited. End User shall not use this Site to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of this Site to become users of other on- or offline services directly or indirectly competitive or potentially competitive with Group Price.
The foregoing provisions of this Section 5 apply equally to and are for the benefit of Group Price, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
Everything located on the Site is the exclusive property of Group Price or used with express permission of the copyright and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE MICROSITES WITHOUT THE EXPRESS WRITTEN PERMISSION OF GROUP PRICE IS STRICTLY PROHIBITED.
Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject End User to civil and / or criminal penalties.
End User shall not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Group Price does not have any express burden or responsibility to provide End User with indications, markings or anything else that may aid End User in determining whether the material in question is copyrighted or trademarked. End User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of this Site, End User warrants that the owner of such material has expressly granted Group Price the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. End User hereby grants Group Price the rights to edit, copy, publish and distribute any material made available on this Site by End User.
The foregoing provisions of Section 6 apply equally to and are for the benefit of Group Price, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
END USER EXPRESSLY AGREES THAT USE OF THIS SITE IS AT END USER'S SOLE RISK. NEITHER GROUP PRICE, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR (II) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE.
THIS SITE IS MADE ACCESSIBLE ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. END USER SPECIFICALLY ACKNOWLEDGES THAT GROUP PRICE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH END USER.
IN NO EVENT SHALL GROUP PRICE, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THIS SITE OR THE CONTENTS HEREOF, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SITE. END USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THIS SITE.
IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER GROUP PRICE, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THIS SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE END USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
GROUP PRICE IS NOT RESPONSIBLE FOR ANY CONTENT THAT A USER, SUBSCRIBER, OR AN UNAUTHORIZED USER MAY POST ON THIS SITE. ANY CONTENT THAT IS POSTED OR UPLOADED THAT IS OR MAY BE DEEMED UNSUITABLE CAN AND MAY BE TAKEN DOWN BY GROUP PRICE. MOREOVER, GROUP PRICE RESERVES THE RIGHT TO EDIT, CHANGE, ALTER, DELETE AND PROHIBIT ANY AND ALL CONTENT THAT IT, GROUP PRICE, DEEMS UNSUITABLE.
Group Price shall have the right, but not the obligation, to monitor the content of the Site at all times, including any chat rooms and forums that may hereinafter be included as part of the Site, to determine compliance with this Agreement and any operating rules established by Group Price, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Group Price shall have the right to remove any material that Group Price, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
By posting communications on or through this Site, End User shall be deemed to have granted to Group Price a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees.
End User agrees to defend, indemnify and hold harmless Group Price, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of this Site by End User.
Group Price may terminate this Agreement at any time. Without limiting the foregoing, Group Price shall have the right to immediately terminate any passwords or accounts of End User in the event of any conduct by End User which Group Price, in its sole discretion, considers to be unacceptable, or in the event of any breach by End User of this Agreement. The provisions of Sections 3, 5, 6, 7, 10, 11, 12 will survive termination of this Agreement.
Group Price, similar to an Internet Service Provider, is a distributor (and not a publisher) of content supplied by third parties and End Users. Accordingly, Group Price has no more editorial control over such content than does a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other end users are those of the respective author(s) or distributors) and not of Group Price. Neither Group Price nor any third party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)
In many instances, the content available through this Site represents the opinions and judgments of the respective information provider, end user, or other user not under contract with Group Price. Group Price neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on Group Price by anyone other than authorized Group Price employee spokespersons while acting in official capacities. Under no circumstances will Group Price be liable for any loss or damage caused by an end user's reliance on information obtained through Group Price. It is the responsibility of End User to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through Group Price.
Group Price's Site contains links to third party Websites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by Group Price of the contents on such third party sites and Group Price hereby expressly disclaims any representations regarding the content or accuracy of materials on such third party Websites. If End User decides to access linked third party Websites, End User does so at its own risk. Unless you have executed a written agreement with Group Price expressly permitting you to do so, you may not provide a hyperlink to the Site from any other Website. Group Price reserves the right to revoke its consent to any link at any time in its sole discretion.
This Agreement and any operating rules for Group Price established by Group Price constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
Group Price's headquarters are in Redwood City, California. Legal issues arising out of, but not exclusive to the use of, this Site are governed by and in accordance with the laws of the State of California (exclusive of its rules regarding conflicts of laws). By using this Site, End User agrees that any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, or the Site, shall be finally settled by arbitration in the County of San Mateo, California under the rules of arbitration of the American Arbitration Association.