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These Terms of Service (“Terms”) govern the contractual relationship between GroupiiMusic Inc., a corporation organized and existing under the laws of the State of Florida, with its principal place of business located at 419 SE 2nd Street, Unit 1411, Fort Lauderdale, Florida 33301 (hereinafter collectively referred to as “Groupii”, “we”, “our”, and “us”), and each Artist (defined below), Fan (defined below), individual, entity, user or visitor (collectively “you” or “your”):
accessing Groupii’s website located at https://www.groupii.ai (hereinafter referred to as the “Website”), and/or
using the Services via the Platform (both defined under Section 2.1 of these Terms).
You and Groupii shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
Please read these Terms carefully before using the Website and Services (defined below) via the Platform (defined below) and let us know if you have any questions. Your access to the Website and your use of the Services (defined below) are conditioned upon your acceptance of and compliance with these Terms.
ACCEPTANCE AND MODIFICATION OF TERMS
By accessing the Website and by using the Services (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (defined below), and (ii) refrain from accessing/using the Website and Services via the Platform (both defined below).
Your continued use of the Website and Services (defined below) shall be deemed to constitute your acceptance of these Terms.
Groupii reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically so as to stay abreast of any changes to the Terms. Your continued access to the Website and use of the Services via the Platform (both defined below) following the posting of any changes to these Terms shall be subject to the newly modified Terms.
PLATFORM AND SERVICES
Services. Through the Website, Groupii provides Artists and Fans (both defined below) with a Web-based platform embedded into the Website (hereinafter referred to as “Platform”) in order for:
artists/musicians (“Artist(s)”) to monetize their music, photos, videos, audio, livestream material, images, and other content (“Artist’s Content”) via the Platform, and
registered users who have subscribed to the Platform (“Fan(s)”) to interact directly with their favorite Artists,
(collectively the “Service(s)”).
Users who do not purchase a paid Subscription Plan (defined below) shall be able to follow Artists free posts on the Platform, but you acknowledge and understand that you shall not be able to access the Artist’s exclusive content.
Services Provided to Fans. As part of the Services, and via the Platform, Groupii provides each Fan, who has purchased a Subscription Plan (defined below) on the Platform with access to:
Services Provided to Artists. Groupii provides Artists, via the Platform, with access to:
engage with Fans who have subscribed to the Platform;
showcase the Artist’s Content;
create, access, and interact with blog-style groups to be used to chat about music related events, artists, etc.. Artists can upvote, downvote, comment, and share posts;
create an Artist profile featuring the Artist’s name, username, social links, profile picture, cover photo, and genres of music;
create free and paid posts consisting of photos, videos, and audio for users of the Platform to be featured on the Artist’s respective Artist profiles;
organize a livestream event to play music and host question and answer sessions, with Fans who have subscribed to the Platform;
receive tip-to-chat direct messages from Fans, and respond and interact with Fans;
upload exclusive merchandise to the Artists storefront on the Platform which can be purchased by Fans;
post events with custom discount codes for subscribed Fans;
track the Artist’s revenue generated via the Platform, followers, and data using Groupii’s advanced analytics suite;
withdraw and track the Artist’s Revenue Share (defined below) using our custom banking platform;
create messages with pre-populated Artist’s Content that Artist can lock (“Locked Artist’s Content”). To access such Locked Artist’s Content, Fans must pay a pre-determined fee as set by the Artist (providing such fee meets Groupii’s minimum fee amount) on the Platform; and
share the Artist’s profiles and posts posted on the Platform, with Fans, using custom links provided by Groupii.
You acknowledge and understand that your access to the Locked Artist’s Content on the Platform may be denied in the event that your selected payment method fails, the Artist blocks you, or the Artist deletes their User Account (defined below) on the Platform. As such, you hereby indemnify and hold Groupii harmless from any claims, damages, losses or otherwise, that you suffer/experience as a result of being denied access to the Locked Artist’s Content on the Platform.
Unauthorized Use of Artist’s Content. Artist acknowledges that any of Artist’s Content that is posted on the Platform, is at artist’s sole risk. Groupii cannot control and will not be responsible for the use of Artist’s Content by other users of the Platform.
Artist’s Third-party Accounts. Artist may grant Groupii with access to Artist’s third-party accounts, including, without limitation, Google and Twitter accounts for authentication-related purposes or in accordance with the provision of the Services by Groupii to Artist. Artist shall have the righ to revoke access to their third-party accounts, at any time. using the respective third-party’s security settings page.
Platform Management. You acknowledge and agree that Groupii may:
(i) monitor, review or otherwise control any activity, content or material on the Website and Platform to verify your compliance with these Terms and may take any action we deem appropriate;
(ii) prevent or restrict access of any Artist and/or Fan to the Website and Platform;
(iii) report any activity, Groupii suspects to be in violation of any applicable law, statute or regulation, to the appropriate authorities, and to co-operate with such authorities; and/or
(iv) request any additional information from Artists and/or Fans in connection with Artist’s and/or Fan’s use of the Website and Platform.
You acknowledge that Groupii may change, suspend or discontinue any or all of the Services, Website, and/or Platform, at its sole discretion at any time, without notice and for any or no reason.
Support Services. Groupii shall provide you with support services via email to hello@groupii.ai and telephone at 610-888-2669 from 10 a.m. to 5 p.m EST., Monday to Friday, in order to address any queries and concerns you may have pertaining to the Services as well as to any payment/account issue. We shall endeavor to resolve any queries and concerns you may have within seven (7) business days from the date you first logged the issue with us.
REGISTRATION, PASSWORD AND SECURITY
To be able to use the Services and purchase (for the Fans) or sell (for the Artist) the Artist’s Content on the Platform, you must register on the Website by providing all required information which shall include but not be limited to the following:
Artist – full legal name, artist name, gender, date of birth, genres of music, location, government photo ID, profile photo, cover photo, social media profile handles, address, bank information and contact information.
Fan – full name, gender, date of birth, interested music genres, credit card information, and contact information.
An account shall thereafter be opened by Groupii, in its sole discretion, for you on the Website (“User Account”). Each User Account may only be registered and used by one (1) single entity or individual. You may not access any third-party’s account or authorize any third-party to access a User Account on the Artist’s or Fan’s behalf. You acknowledge and agree that Groupii may in its sole discretion (i) reject the registration of any User Account for any or no reason, and (ii) deny Artist and/or Fan with access to the Website (including the Platform) for any or no reason without any obligation for Groupii to disclose or explain the reason to Artist or Fan.
Where a registered user is a legal entity, the natural person (you) registering the User Account on behalf of such legal entity warrants that you have the legal capacity and power to (i) act on behalf of and represent such legal entity, (ii) proceed with the registration of the legal entity and creation of its User Account on the Website, (iii) accept these Terms on its behalf, and (iv) make payment of the Services (if applicable) for and on behalf of such legal entity.
3.3 You agree to:
(i) provide true, accurate, current and complete information about yourself as prompted by LBGM’s registration process on the Website; and
(ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.
3.4 If you provide any information to Groupii that is untrue, inaccurate, outdated, or incomplete, or if Groupii has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Groupii may close your User Account on the Website and/or deny you the ability to access and use the Services.
3.5 You may indicate, during registration process, to Groupii your choice of User Account username and password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify Groupii immediately of any unauthorized use of your User Account or any other breach of security. Groupii shall not be liable for any loss that you may incur as a result of any third-party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by Groupii due to any third-party using your Login Credentials and/or User Account.
3.6 You acknowledge and agree that you may not (i) use the User Account of another Artist or Fan registered on the Website (including the Platform) without the express permission of such User Account holder, and further acknowledge that the User Account is for use by one user only, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and Platform.
3.7 Deletion of User Account. Should you wish to delete your User Account, you may navigate to the profile section in your User Account and request the deletion of your User Account or email us at hello@groupii.ai. Following such request, your User Account will be permanently deleted, as well as any data contained in the User Account. Groupii therefore recommends that you download any data contained in your User Account before deleting your User Account. You acknowledge and agree that by submitting a request to delete your User Account, you will no longer be able to access certain paid Services. Groupii shall not be liable for any damages caused from such deletion of your User Account. The provisions of Section 16 (Suspension and Termination) shall also apply in case of the deletion of your User Account.
Age Restriction. You must be at least eighteen (18) years of age to create a User Account on the Platform and to use the Services. If you are younger than eighteen (18), but above the required legal age for consent to use online services in the place where you live (i.e., thirteen (13) years in the USA) we encourage you to invite a parent or legal guardian to assist you in registering your User Account on the Platform and using the Services. If you are below the legal age of consent to use online services, you cannot create a User Account or use the Services. Should Groupii discover that you have violated any provision under this Section 3.8, we will terminate your User Account, in our sole discretion and without liability to you.
USER CONTENT
“User Content” shall mean all Artist’s Content (for the Artist), and your content, messages, chats, comments, text, links, graphics, images, content, files, videos, audio, data and other information uploaded or imported into the Platform by you. User Content shall be deemed to include any and all copies, modifications, summaries, enhancements, aggregations, or other derivative works thereof.
You acknowledge and agree that Groupii will not, and has no obligation to, monitor or edit User Content, and you shall be solely responsible for your User Content, including its legality, reliability, appropriateness, format, integrity, accuracy, and its compliance with all applicable laws, rules, and regulations. Groupii reserves the right to remove any User Content which Groupii becomes aware may violate the terms and conditions of these Terms, any applicable law, rule, or regulation, or infringe, misappropriate or violate any third-party’s intellectual property right or privacy right.
You represent and warrant that:
the User Content belongs to you (i.e. you own it) or that you have the right to use it (e.g. as licensee) and grant Groupii the rights and (sub-)license as granted by you under Section 4.4 of these Terms, and
the posting of User Content on or through the Website does not violate (a) Groupii’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights, (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of Groupii or of any third-party.
By posting User Content on the Website or Platform, you grant Groupii the non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable right/license to fully exploit, use, modify, perform, display, publish, reproduce, and distribute such User Content on and through the Website or Platform. You shall retain any and all of your rights to any User Content you submit, post or display on or through the Website and/or Platform and you shall be solely responsible for protecting those rights.
Groupii reserves the right to block or remove User Content that Groupii determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of Groupii’s Intellectual Property Rights (defined below) or of any third-party’s intellectual property rights; or (iv) offensive or otherwise unacceptable to Groupii in its sole and exclusive discretion. Groupii acknowledges that, by providing you with the ability to view, post and distribute user-generated content on the Website or Platform, Groupii is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents or activities or transactions on the Website and/or Platform.
You acknowledge and agree that the User Content you upload/import for use within the Platform may be stored on or be transmitted through Groupii’s systems. As such, Groupii will use commercially reasonable security measures to prevent unauthorized access to User’s Content, however, you acknowledge that:
no security measures are 100% effective, and
the Platform uses the Internet for data transfer, and Internet communications have inherent insecurities.
By sending Groupii any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any confidential or proprietary information belonging to any third-party(ies), (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have feedback which is similar to your Feedback, already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Groupii and its vendors and users any claims and assertions of any moral rights contained in such Feedback.
ARTIST’S REVENUE SHARE
Unless otherwise agreed by the Artist and Groupii, the Artists who register on the Platform shall receive eighty percent (80%) of all revenue generated from the Artist’s profile on the Platform (“Artist’s Revenue Share”). The Artist’s Revenue Share shall include, but not be limited to, revenue received from subscriptions, merchandise sales, tip-to-chat features, and any other revenue streams directly associated with the Artist’s profile on the Platform.
The Artist’s Revenue Share shall be paid by Groupii to the applicable Artist within thirty (30) calendar days from the end of the applicable calendar month, in which shall revenue share was generated, and via bank transfer to Artist’s bank account or Artist’s credit card.
Artist acknowledges and agrees that Groupii shall retain twenty percent (20%) of the revenue generated by Artist via the Platform (“Groupii’s Revenue Share”). Groupii’s Revenue Share currently includes payment processing fees, but we reserve the right to charge Artist the applicable payment processing fees in the future.
Groupii shall assist Artist with resolving any payment-related issues (including but not limited to fraud, chargebacks, and resolution of payment disputes) resulting from payments made by Fans to Artist. Artist acknowledges and understands that we may block payments received from Fans to Artist, and which are made through the Platform, if Groupii determined that such payments are fraudulent.
In the event of Artist’s account balance being in the negative, Groupii reserves the right to recover any funds due to Groupii from Artists future revenue generated via the Platform.
Artist acknowledges and understands that depending on your Fans’ locations, some banks may charge your Fans a foreign transaction fee for their subscription to the Platform or direct messages. Such foreign transaction fee is beyong Groupii’s control.
Withholding of Payment. Artist acknowledges and agrees that Groupii may withhold all or any part of Artist’s Revenue Share if:
Groupii reasonably determines that Artist has breached these Terms;
Artist attempts or threatens to breach these Terms in any manner which we reasonably determine to be harmful to Groupii, another artist on the platform or Fan;
Groupii reasonably determines that all or any part of the payments made to the Artist through the Platform results from unlawful or fraudulent activity, either by the Artist or a Fan;
Groupii determines that the Artist’s Content infringes any third-party intellectual property rights. Payment to the Artist will be withheld by us for as long as is necessary for us to investigate such infringement; or
Required by relevant tax or government authorities.
SUBSCRIPTION PLANS FOR FANS
Groupii currently offers Fans with different paid subscription plans on the Website, tailored to the Fans intended use of the Services and which shall enable Fans to use selected Services (“Subscription Plan(s)”). Each paid Subscription Plan shall include restrictions and requirements that outline the features of the Subscription Plan that you will have access to as well as the applicable fee. The features of each Subscription Plan shall be further detailed on the Website.
Fans will be billed on a periodic basis (“Billing Cycle”). Billing Cycles will be set on a monthly basis.
At the end of each Billing Cycle, your selected paid Subscription Plan will automatically renew under the exact same conditions unless (i) you cancel your respective Subscription Plan from your User Account’s dashboard, or (ii) Groupii cancels the Subscription Plan, in accordance with these Terms.
Payment Method. A valid payment method, including credit card or debit card is required to process the payment for your selected paid Subscription Plan. When you subscribe to a paid Subscription Plan, you shall provide Groupii with your full name, address, postal code, telephone number, and credit or debit card details. By submitting such payment information, you automatically authorize Groupii to charge all Subscription Plan fees to your credit or debit card.
Groupii may in its sole discretion and at any time, modify the Subscription Plan fees. Any Subscription Plan fee change will become effective at the end of the then-current Billing Cycle. Groupii shall provide you with reasonable prior notice of any change in Subscription Plan fees to give you the opportunity to terminate your Subscription Plan before such change becomes effective. Your continued use of the Services after the Subscription Plan fee change has come into effect shall constitute your agreement to pay the modified Subscription Plan fee amount.
You shall pay Groupii all fees associated with your selected paid Subscription Plan on time. Subscription Plan fee payments shall be strictly non-refundable.
You shall provide Groupii with accurate and complete credit or debit card details to ensure a valid payment method. You warrant that you are authorized to use your respective chosen credit or debit card as a payment method. You shall notify Groupii of any changes to your respective credit or debit card details and invoicing address.
By completing the required registration on the Website for a specific paid Subscription Plan, you agree to authorize Groupii and/or our third-party payment processor such as Stripe, to charge you respective credit or debit card on a recurring monthly basis, until the cancellation of the Subscription Plan or until termination/suspension of these Terms as further provided herein under Section 16 (Suspension and Termination), for (i) the applicable Subscription Plan fee, (ii) any other charges as agreed between the Parties, and (iii) any and all applicable taxes.
If Groupii does not receive payment from your verified payment method on the due date, you shall immediately pay all amounts due to Groupii upon request. Should Groupii be unable to collect all such outstanding amounts, Groupii may in its sole discretion close and cancel your User Account and access to the Services without any notice to you.
You agree to notify Groupii of any billing queries and errors within thirty (30) days after receipt of your respective invoice. Should you not notify Groupii of any billing queries and/or errors, this absence of notification on your part shall be deemed to constitute your waiver of your right to dispute such queries and errors at a later date.
Groupii does not guarantee that the Subscription Plans offered on the Website, will be offered indefinitely and reserves the right to change the Subscription Plan fees and to alter the features and options associated with any particular Subscription Plan.
TAXES
Under these Terms, the term “Taxes” shall mean taxes, charges, duties, fees, levies, and other charges of a governmental authority, including income, withholding, social security, social contribution, transfer, sales, use, value-added and all other taxes of any kind for which a Party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties imposed by any governmental authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise. All fees for the Services, as illustrated on Groupii’s Website are exclusive of any and all Taxes. You shall be responsible for the payment of all Taxes associated with the purchase or sale of the Services via the Platform and any revenue generates as part of your use of the Services.
You are required to complete any tax documentation Groupii may request you complete and report any income generated from the Services and Platform, as required by applicable law. All international, federal, state, or other tax liabilities (including income taxes) arising from your use of the Platform and Services will be your sole responsibility unless otherwise explicitly noted by us. Artist hereby agrees that Groupii may deduct and withhold from Artists’s Revenue Share any sums, including all tax obligations, required to be withheld and/or paid by us to any governmental authority pursuant to any law, statute, ordinance, rule, judgment, or decree now or hereafter in effect. We have the right to withhold taxes we deem appropriate in our sole discretion or if required, including, but not limited to making double withholdings for the USA and Artist’s country of residence.
ACCEPTABLE USE OF THE WEBSITE AND PLATFORM
You may not use the Website and Platform to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation, (ii) in a manner that infringes upon Groupii’s Intellectual Property Rights (defined below) or upon any third-party’s intellectual property rights, (iii) in a manner that violates the privacy or other personal rights of third parties, (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that (a) is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libellous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incites, encourages or threatens immediate physical harm against another including, but not limited to content (1) promoting racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (2) soliciting personal information from anyone under the age of eighteen (18) or exploiting anyone in a sexual or violent manner.
When accessing the Website and Platform, you shall be prohibited from:
using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website or Platform;
taking any action that imposes an unreasonable or disproportionately large data load on the Website’s infrastructure;
copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website or Platform without Groupii’s prior written consent;
accessing, tampering with, or use non-public areas of the Website, Platform and/or Services, of Groupii’s computer systems and/or of our third-party providers’ technical delivery systems;
probing, scanning, or testing the vulnerability of any of Groupii’s system or network or breach or circumvent any of Groupii’s security or authentication measures;
accessing, searching or attempting to access or search the Website, Platform and/or Services by any means other than through Groupii’s currently available, published interfaces that are provided by Groupii, unless you have been specifically allowed to do so in a separate agreement with Groupii;
reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website, Platform, Platform and/or Services or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
attempting to access any area of the Website or Platform to which access is not authorized;
using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website or Platform;
conducting any systematic or automated data collection activities on or in relation to the Website or Platform, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Groupii’s prior written consent;
using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website or Platform;
using the Website or Platform to transmit or send unsolicited commercial and marketing communications for any purpose, without Groupii’s prior written consent;
uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
using the Website or Platform, in any way, to send altered, deceptive or false source-identifying information;
disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Website or Platform;
creating or maintaining any third-party link on the Website or Platform, without our prior written consent;
running or displaying the Website or Platform, or pages, information or material obtained from the Website or Platform on a third-party website or application without our prior written consent;
forging captions, headings or titles; or uploading, posting, emailing, transmitting, or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship;
uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real-time interactions on the Website or Platform;
intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations; and/or,
collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that your access to the Website, Platform and your use of the Services will:
be in accordance with these Terms;
comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, and the transmission of technical data);
not be for any unlawful purposes;
not entail, imply or give rise to the publication of any illegal content;
not further any illegal activities;
not infringe upon or misappropriate any Groupii’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights;
will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third-party; and
not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.
DISCLAIMER OF WARRANTIES
Your use of the Services is at your own risk. Unless otherwise provided under these Terms, the Services on the Platform shall be provided by Groupii to you "as is," and “as available” with all faults, defects, bugs, and errors.
GROUPII HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE WEBSITE AND PLATFORM, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION. SUCH EXCLUSIONS OF IMPLIED WARRANTIES APPLY WITHIN THE EXTENT PERMITTED BY LAW.
GROUPII AND/OR ITS GROUP AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITE, PLATFORM AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE, PLATFORM AND SERVICES FOR ANY PURPOSE. GROUPII AND/OR ITS GROUP AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE, PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE, PLATFORM AND/OR SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.
NEITHER GROUPII NOR ITS GROUP AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITE, PLATFORM AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
GROUPII PROVIDES YOU WITH THE SERVICES ON THE WEBSITE AND PLATFORM IN GOOD FAITH AND AS SUCH MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) YOUR ACCESS TO OR USE OF THE WEBSITE, PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) ANY DEFECTS ON THE WEBSITE, PLATFORM AND/OR SERVICES WILL BE CORRECTED, OR (IV) THE WEBSITE AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
GROUPII DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS OR PROFITS WILL BE OBTAINED BY YOU AS A RESULT OF USING THE WEBSITE, PLATFORM AND SERVICES. AS SUCH, GROUPII WILL NOT BE LIABLE FOR ANY FAILURE, OR ANY LOSS OR DAMAGES INCURRED/SUSTAINED BY YOU AS A RESULT OF YOUR USE OR INABILITY TO USE THE WEBSITE, PLATFORM AND SERVICES.
GROUPII ALSO MAKES NO WARRANTY ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THE WEBSITE, PLATFORM OR ANY CONTENT, OR THAT ANY PARTICULAR CONTENT WILL CONTINUE TO BE MADE AVAILABLE ON THE WEBSITE AND PLATFORM.
YOUR ACCESS TO OR DOWNLOAD OF INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE AND PLATFORM OR ANY THIRD-PARTY WEBSITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH INFORMATION, MATERIALS OR DATA.
INTELLECTUAL PROPERTY
All content, software, trademarks, data, information or information contained in any materials, or documents used in relation to the Website, Platform and Services, including but not limited to any and all copyrighted works, databases, text, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“Materials”), are the sole and exclusive property of or are licensed to Groupii.
Any and all intellectual property rights in the Materials, Website, Platform and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Products, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Groupii’s Intellectual Property Right(s)”), vests solely and exclusively in Groupii, its affiliates (if any), its licensors, the respective Artist or vendors, as the case may be. All rights not expressly granted by Groupii to you are reserved by Groupii. Save as expressly set out herein, you shall not acquire any right, title or interest in Groupii’s Intellectual Property Rights.
Artist shall be the sole and exclusive owner of all Artist’s intellectual property rights in the Artist’s Content (“Artist’s Intellectual Property Rights”) which Artist posts on the Platform. Groupii may not use any of Artist’s Intellectual Property Rights for any other purpose, other than mentioned under these Terms and not without Artist’s prior written consent. Artist hereby grants Groupii the non-exclusive right to use Artist’s Intellectual Property Rights, free of charge, in connection with the sale of Artist’s Content to prospective/potential Fans on the Platform, to the extent necessary for Groupii to (i) exercise Groupii’s rights under these Terms, and (ii) perform Groupii’s obligations under these Terms.
Ownership of Website and Platform. You acknowledge and understand that all intellectual property rights in or relating to the Website and Platform and all related documentation, materials and software shall remain the exclusive property of Groupii or its licensors. As such, Artist and Fans hereby acknowledge that the Artist and Fans shall have no ownership interest in the Website and Platform.
INDEMNIFICATION
You agree to indemnify and hold harmless Groupii from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Service(s); and/or (iii) your infringement of Groupii’s Intellectual Property Rights. Groupii shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of Groupii. “Negligence” shall mean gross negligence or intentional misconduct.
Indemnity by Fans. Fans agree to indemnify and hold harmless Groupii, and our parent company (if any), affiliates, third-party service providers, subsidiaries, and related companies, officers, directors, agents, and employees from and against any and all costs, liabilities, demands, claims, suits, actions, damages, losses, judgments and expenses, including without limitation, attorneys’ fees arising out of or related to a Fan’s use of the Platform and Services. We reserve the right to exclusive control over the defense of a claim under this Section 12.2. If Groupii exercises their right to control the defense of a claim asserted against us, then Fans agree to cooperate with Groupii and help us in our defense.
Indemnity by Artists. Artist agrees to defend, indemnify, and hold GroupiiMusic Inc. and its affiliates from and against any and all costs, liabilities, demands, claims, suits, actions, damages, losses, judgments, and expenses, arising out of or related to any breach or alleged breach of Artist’s obligations, representations, or responsibilities under these Terms.
In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.
LIMITATION OF LIABILITY
GROUPII, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD-PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE AND/OR FROM YOUR USE OF THE SERVICES, EVEN IF GROUPII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WHILE GROUPII TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, GROUPII AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE AND/OR THROUGH YOUR USE OF THE SERVICES.
YOU ACKNOWLEDGE AND UNDERSTAND THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. GROUPII SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY OR COMPLIANCE WITH APPLICABLE LAWS OF THE SERVICES IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, GROUPII, ITS AFFILIATES (IF ANY), ITS LICENSORS AND ITS VENDORS AS WELL AS THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, AND IF FOUND LIABLE, SUCH LIABILITY SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED UNITED STATES DOLLARS ($100,00).
YOU 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 WEBSITE, PLATFORM AND SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
THIRD-PARTY LINKS AND RESOURCES
The Website, Platform and/or Services may contain links and/or ads to third-party website or resources. You acknowledge and agree that Groupii shall not be responsible or liable for: (i) the availability or accuracy of such website or resources; or (ii) the content, products or services on or available from such website or resources. Links and ads to such website or resources do not imply any endorsement by Groupii of such website or resources or the content, products, or services available from such website or resources.
Your communications, interactions or business transactions/dealings with any third-party found on or through the Website, Platform and/or the Services, including any such third-party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings, shall be solely between you and such third-party. You acknowledge and agree that Groupii shall not be liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings you may have with any third-party found through (i) the Website, (ii) the Platform, and/or (iii) your use of the Services.
BEFORE VISITING THIRD-PARTY WEBSITES AND/OR RESOURCES VIA GROUPII’S WEBSITE, PLATFORM AND SERVICES, IT IS RECOMMENDED THAT YOU (I) REVIEW THE THIRD-PARTY’S TERMS AND CONDITIONS, PRIVACY POLICY AND ALL OTHER APPLICABLE CONTRACTUAL DOCUMENTATION, AND (II) INFORM/EDUCATE YOURSELF ON THE APPLICABLE REGULATIONS, POLICIES AND PRACTICES OF THE THIRD-PARTY WEBSITE AND/OR RESOURCES.
PRIVACY POLICY
Groupii’s Privacy Policy, available at www.groupii.ai/privacy, governs the use, storage and processing of the personal information you may provide to Groupii through your access to the Website, Platform, and/or through your use of the Services. Your election to use the Services via the Platform shall be deemed to constitute your acceptance of the terms of Groupii’s Privacy Policy.
SUSPENSION AND TERMINATION
Groupii may suspend or temporarily disable access to all or part of the Website, Platform, User Account, or Services if (i) Groupii suspects you of partaking in any illegal activity; (ii) Groupii reasonably believes that you have violated these Terms; or (iii) applicable law enforcement or other government agencies have requested Groupii to suspend or temporarily disable your access to the Website, Platform and/or Services.
If Groupii breaches any of its obligations under these Terms, you may terminate these Terms and close your User Account. Upon, your termination of these Terms and closing of your User Account, Groupii may (i) block your access to all of the Website and Platform, (ii) block your use of the Services, (iii) disable your User Account, and (iv) delete all of User Content in your User Account, including but not limited to your full name, email address and password.
COMPLIANCE WITH LAW
Groupii has the right to monitor your compliance with these Terms and applicable law, including but not limited to compliance with the FTC Guides Concerning Use of Endorsements and Testimonials in Advertising and the FTC’s Disclosures 101 for Social Media Influencers (collectively the “FTC Guides”). We have the right to address any issues which are not compliant with the FTC Guides, and other applicable laws, by taking any of the following actions alone or in combination: (i) requiring you to amend your User Content; (b) amending your User Content on our own or through an agent; (c) withholding payment (or any portion thereof); and/or (d) terminating your User Account, without liability to you.
Export laws and regulations of the United States and other applicable jurisdictions may prohibit Groupii from conducting business with certain Artists. Additionally, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”) has implemented many economic or financial sanctions programs that could prevent us from sending funds or information to Artists in certain countries. It is your responsibility as an Artist to ensure that there are no export laws, export regulations, or OFAC sanctions programs that affect your use of Groupii’s Website, Platform and Services. You represent that you are not named on any U.S. government list of persons or entities prohibited from receiving exports, and you shall not permit any users to access or use Groupii’s Website, Platform and/or Services in violation of any U.S. export embargo, prohibition, or restriction. Your use of Groupii’s Website, Platform and Services constitutes your acknowledgment that you are not subject to any OFAC sanction programs and confirmation that you, as an Artist, will either forego using Groupii’s Website, Platform and Services or obtain (and provide us with proof of) an exemption from the relevant OFAC sanctions program(s).
DISPUTE RESOLUTION
If any dispute or difference shall arise between the Parties as to the meaning or application of these Terms, the rights or liabilities of the Parties or otherwise in relation to these Terms, then (without prejudice to any other express or implied rights or powers) the dispute or difference (“Dispute") shall be determined as follows:
A Party must not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under these Terms unless it has complied with this Section 19.
A Party claiming that a Dispute has arisen under these Terms must give the other Party written notice of the particulars of the Dispute.
In the event of a Dispute, difference or claim between the Parties hereto, arising out of the use of the Website or Platform; or in any way relating to these Terms, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties shall first endeavor to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to the American Arbitration Association, or any statutory modification or re-enactment thereof for the time being in force.
You acknowledge and agrees that if any dispute or difference shall arise between you or another user, Artist, Fan or third-party, you shall be solely responsible for your conduct. You agree that Groupii shall not be liable for any dispute that arises between you and any other user, Artist, Fan or third-party.
GOVERNING LAW AND JURISDICTION
These Terms shall be governed by the laws of the State of Florida, United States of America (“US”). You expressly understand and agree to submit to the exclusive jurisdiction of the American Arbitration Association in Florida. You agree that in respect of any Dispute arising upon, over or in respect of any of the terms and conditions of these Terms, only the American Arbitration Association in Broward County, Florida shall have jurisdiction to try and adjudicate such dispute to the exclusion of the US court system. Furthermore, you acknowledge and agree that nothing contained in these Terms shall limit Groupii’s right to institute legal proceedings in any other court of competent jurisdiction or in any other jurisdiction.
GENERAL PROVISIONS
Force Majeure. Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by unforeseen events beyond its reasonable control, including but not limited to acts of God, epidemic and pandemic, natural calamities, war, terrorism, government regulations, disasters, strikes, and internet service interruptions, actions of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the affected Party.
Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render the remaining provisions of these Terms unenforceable or invalid, and, in such event, such remaining provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision(s).
No Waiver. Save for section 4.7 and 6.10, each Party agrees that any delay or omission on the part of the other Party to exercise any right, power or remedy under these Terms will not automatically operate as a waiver of such right, power or remedy or any other right, power or remedy and no waiver will be effective unless it is in writing and signed by the waiving Party. Further the waiver or the single or partial exercise of any right, power or remedy by either Party hereunder on one occasion will not be construed as a bar to a waiver of any successive or other right, power or remedy on any other occasion.
No Assignment. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by you, whether voluntarily or by operation of law, without the prior written consent of Groupii. Subject to the foregoing, these Terms will be binding upon and will insure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of the foregoing shall be null and void.
Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to hello@groupii.ai.
Entire Agreement. These Terms represent and constitute the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely express the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.
CONTACT INFORMATION
Should you have any questions concerning these Terms and/or any issues or concerns about the Website, Platform and/or Services you may contact Groupii at hello@groupii.ai
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