GroupAhead Customer Terms of Service

Thank you for your interest in GroupAhead, Inc.! This agreement (the “Agreement”) is made and entered into by and between GroupAhead, Inc., a Delaware corporation (“GroupAhead”) and the person or entity agreeing to these terms (“Customer”). Please read carefully this Agreement and GroupAhead’s Privacy Policy, which may be found at www.groupahead.com/privacy-policy , which is incorporated herein by reference.

Customer acknowledges and agrees that by clicking on the “Sign In” button and accessing or using the GroupAhead Service, Customer is indicating that Customer has read, understood and agrees to be bound by this Agreement. If you are accepting this Agreement on behalf of a company, entity or organization (collectively, “Subscribing Organization”), then you represent and warrant that you are an authorized representative of the Subscribing Organization with the authority to bind such organization to this Agreement. In such cases, “Customer” means either the Subscribing Organization, and any other personnel accessing and using the Service, or you as an individual user. GroupAhead and Customer may be referred to herein each individually as a “Party” and collectively as the “Parties”.

This Agreement governs Customer’s purchase of a subscription for the rights to access and use, and to offer to Users (as defined below) connected with Customer’s community (“Community”) the rights to access and use GroupAhead’s services, which are accessed through and used from, either an application that Customer and Users can download to their respective mobile devices (the “MobileApp”) or from the websites operated by GroupAhead (the “Site” and collectively with the Mobile App, the “Service”).

GroupAhead reserves the right to update and change the terms of this Agreement from time to time without advance notice. If GroupAhead changes this Agreement, GroupAhead will post changes on this website and, in GroupAhead’s discretion, provide Customer with notice of any material changes. The term “Agreement” also includes any future updates to this Agreement. GroupAhead will also update the “Last Updated Date” and provide Customer with a short summary of the changes made at the bottom of this Agreement. It is Customer’s responsibility to check this Agreement periodically for changes and Customer’s continued access to and use of the Service following the posting of any changes to this Agreement constitutes Customer’s acceptance of those changes.

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

Change log

• 05/22/2014First release.