Community is at the very heart of Groove ❤️ Groove started in 2020 as a handful of friends gathering together online to craft more satisfying and fulfilling days. We’ve seen the group evolve since then into a global beta-testing community, full of kind humans craving the social accountability to accomplish great things.

We're grateful to celebrate each other's unique experiences, choices, habits, ways of life, and viewpoints inside this community. Through Groovin' together, we're able to not only learn about each other as individuals but also the wider world.

This is a mutually agreed-upon guide for Groovers to cultivate a safe, positive, inclusive, and equitable environment where all people, voices, and experiences are welcome and heard. These agreements are in place as a standard for how we interact together inside the Groove community. We hate to say it, but breaking these agreements or our Terms of Use may result in a disabled account, deleted content, or other restrictions.

Thank you for helping us create such a special community, where everyone feels empowered and supported to live life on their own terms, navigate their wavy career path, and think deeply about how they spend their time. We’re excited to keep building the future of Groove with all of you.

If you ever have questions, shoot us an email at hello@grooveapp.io 💌 Each of us plays an important part in the Groove community. If you encounter a situation that violates our agreements, please let us know. See you back in the Groove, 🏄‍♂️

The Groove Team

Last Revised: March 2022 - These are living agreements and will be updated as we continue to learn and grow.

Last Revised: March 24th, 2021

Groove Beyond Inc. and its affiliates (collectively, “Groove”, “Company”, “we” or “us”) welcomes you (the “User” or “you”) to use our online coworking platform (the “Platform”), through our mobile applications and related services (collectively, the “Services”), subject to the following terms of use as may b amended from time to time (the “Terms”).

BY DOWNLOADING, ENTERING, CONNECTING TO, ACCESSING OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE FOLLOWING TERMS, INCLUDING THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT

https://www.notion.so/Groove-Beyond-Privacy-Policy-5082e87e215c4f9890f351570f61c9e2

AND YOU AGREE TO BE BOUND BY THEM AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING YOUR USE OF THE SERVICE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN YOU AND GROOVE. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT DOWNLOAD, CONNECT, ACCESS OR USE THE SERVICE IN ANY MANNER.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING, AND/OR BEFORE USING THE SERVICE, OR ANY PART THEREOF, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

The Service (including the software provided in connection with the Service) is copyrighted and protected by other intellectual property rights and access to them is provided as a license and not sold to you.

By accepting these Terms, you represent and warrant that any and all information you provide us through the Service is true, accurate and complete. The provision of false or fraudulent information is strictly prohibited.

by continuing to use the Service, you agree to any future amendments and additions to these terms and/or to the privacy policy, as may be published from time to time in the manner detailed below. please review these pages periodically to ensure you are up-to-date with any changes.

In order to access and use the Service you may be required to provide contact information. All information you provide for registration will be stored and used in accordance with our Privacy Policy.

You may use the App if you are at least eighteen (18) years old. We reserve the right to require you at any stage to provide proof of age, so that we can verify that only eligible Users are using the Platform. In the event that it comes to our knowledge that a person under the age of eighteen (18) is using the Platform, we reserve the right to prohibit and block such User from accessing the Platform and delete the applicable user account. In addition, we will make all efforts to promptly delete any Personal Information (as such term is defined in our Privacy Policy) with respect to such User.

By agreeing to these Terms, you represent and warrant to us that you are at least eighteen (18) years of age.

You represent and warrant at all times throughout your use of the Service that: (i) you have full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents you from fulfilling  your obligations under these Terms; (ii) you are and will continue to be in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to your use of the Service; (iii) your use of the Service has not been previously blocked, suspended or terminated; (iv) you will not infringe or violate any of these Terms; and (v) you do not authorize a third party to do any of the foregoing.

Except as otherwise specified herein, Subject to complying with these terms, Groove is granting you, solely for the purpose and intended use of the Service with a limited personal, non-exclusive, non-assignable, non-transferrable, non-sublicensable, revocable (at Groove’s sole discretion) right to access and use the Service. These Terms do not entitle you to any right or title in the Service (or any part thereof), other than the rights to use the Services and Platform as explicitly granted herein.

Certain conduct is strictly prohibited with respect to the Service. Your failure to comply with the provisions set forth below may result, in the termination or suspension of your access to the Service, which is in Groove’s sole and absolute discretion, and may also expose you to civil and/or criminal liability.

You agree not to, whether by yourself or anyone on your behalf,: (i) copy, modify, adapt, translate, reverse engineer, decrypt decompile, disassemble, alter, change or create derivative works based on the Service (or any part thereof) or otherwise attempt to extract the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service (or any part thereof) and/or any software, or any executable, documentation or data related to the Service; (ii) use the Service in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) interfere with or violate any other User or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any Users of the Service without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iv) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (v) transmit or otherwise make available in connection with the Service any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Service, or the servers or networks that host the Service, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vii) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (viii) frame or mirror any parts of the Service without Groove’s prior express written authorization; (ix) create a database by systematically downloading and storing all or any of the content from the Service; (x) impersonate any person or entity or provide false or misleading personal information; (xi) use the Service for any illegal, immoral or unauthorized purpose; and (xii) remove any proprietary notices or labels; (xiii) use Service in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (iv) take any action that imposes or may impose (at Groove's sole discretion) an unreasonable or disproportionately large load on the infrastructure which supports the Service; (v) use the Service to develop a competing service or product; (vi) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized.

Groove respects your privacy and is committed to protecting the information you share with us. Our policy, practices and information about what we collect are described in our Privacy Policy available at

https://www.notion.so/Groove-Beyond-Privacy-Policy-5082e87e215c4f9890f351570f61c9e2

(the “Privacy Policy”). If you intend to connect to, access or use our Service you must first read and agree to the Privacy Policy.

Data we collect, generate and/or process in the course of providing the Services, about the use of the Service, including de-identified data, bandwidth utilization, meta data, system logs and statistical or aggregated information about the use of the Service belong to Groove.

The Service, the design, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, Groove’s proprietary software, algorithms and any and all intellectual property rights pertaining  thereto, including,  without limitation,  inventions,  patents and patent  applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned by, and/or licensed to, Groove, and are subject to copyright and other applicable intellectual property rights under U.S. law, foreign laws and international conventions.

Groove owns and shall retain all rights, title and interest, in and to: (i) the Service and any and all derivatives, adaptations, modifications, enhancements, or improvements thereto; (ii) any software, applications, inventions or other technology developed in connection with the Service; (iii) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Groove shall have the right to collect, retain, disclose, use and analyze data relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning you data and data derived therefrom), and Groove will be free (during and after the term hereof) to (i) use such information and data to provide the Service and for the purposes detailed in the Privacy Policy and otherwise in these Terms; (ii) improve, customize and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service; (iii) to prevent fraud, misappropriation, misuse and other illegal activities; (iv) disclose such data solely in aggregate or other de-identified form in connection with its business; (v) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (vi) enforce these Terms, including to investigate potential violations hereof, (vii) detect, prevent, or otherwise address fraud, security or technical issues, (ix) respond to your support requests, and/or (x) protect the rights, property or safety of Groove, its users or the public.

All logos and other proprietary identifiers used by Groove in connection with the Service and other Groove products and services (“Groove Trademarks”) are all trademarks and/or trade names of Groove, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Groove Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Groove Trademarks or the Third-Party Marks and you will not use any of these marks, unless expressly permitted to do so.

You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Groove and/or its licensors, including any copyright mark © or trademark ® or ™ contained in or accompanying the Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Groove marks and logos, whether registered or not.

In the event that you provide us with any suggestions, comments or other feedback relating to the Service (collectively, “Feedback”), such Feedback is deemed at the incipiency the sole and exclusive property of Groove and User hereby irrevocably assigns to Groove all of its rights, title and interest in and to all Feedback, if any, and waives any moral rights to it (or anyone on its behalf) may have in such Feedback. Without derogating from the foregoing, User hereby represents and warrants that it shall not provide any Feedback which is subject to any third-party rights or any limitations, and, without derogating from the foregoing, shall promptly inform Groove as soon as it becomes aware of any third-party right or limitation which may apply to Feedback already provided.

Please ensure that when you use the Services, you respect the rights of others including any intellectual property, other proprietary rights and privacy rights of third parties who may have an interest or right in connection with the content you upload and/or provide to Groove and/or the Services (the“User Content”). Groove will not bear any liability for any loss, damage, cost, or expense that you may suffer or incur as a result of or in connection with uploading any User Content and Groove is not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other User of the Services. Such User Content shall remain at all times, and to the extent permitted by law, the respective property of its third-party owner.

You understand and agree that you are solely responsible for your User Content and the consequences of posting or publishing such User Content in any way. You hereby warrant that your User Content is true, current, accurate and complete.

You represent and warrant that you are the rightful owner of the User Content you upload to the Services or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Content and/or the subjects of such User Content and that such User Content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights.

IT IS THE USERS SOLE RESPONSIBILITY TO OBTAIN ANY AND ALL CONSENTS REQUIRED UNDER ANY APPLICABLE LAWS, REGARDING THE  UPLOADING TO THE SERVICES  OF ANY PERSONAL  INFORMATION OF OTHERS  WHICH IS PART OF THE USER CONTENT AND TO ADHERE TO ANY APPLICABLE STATE AND FEDERAL LAWS REGARDING SUCH INFORMATION.

Without derogating from the above, you expressly agree that the User Content that you post or upload will not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is unlawful,   defamatory,  libelous,  harassing,  offensive,  indecent,  pornographic,  abusive,  fraudulent, threatening or vulgar; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; or (v) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited User Content do not constitute an exhaustive list.

Groove is under no obligation to edit or control User Content that you or other Users post or publish, and will not be in any way responsible or liable for User Content. Although Groove has no obligation to screen, edit or monitor any of the User Content, Groove explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any User Content available on the Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you upload to the Services at your sole expense.

Any User Content you upload to the Services will be considered non-confidential and non-proprietary. When you upload, post, publish or make available any User Content on the Services, you grant to Groove a non-exclusive, royalty-free license, to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purposes of providing you with the Services and to enforce any agreement you may have with Groove.

We care for your safety and well-being. If you believe a User acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behaviour or content, please report such person immediately to the appropriate authorities and to us.

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. The written notice (the “Notice”) must substantially include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information sufficient to permit Groove to locate the material (including URL address or screen capture of such infringing activity); (iv) information so that the Groove can contact you, such as address, telephone  number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Groove’s Copyright Agent can be reached at:

Wework Jerusalem, c/o Groove Beyond, 20 King George, Jerusalem, 9426208

Attn: Copyright Agent

Email: hello@grooveapp.io

If you believe that material you uploaded to the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent designated above. The Counter-Notice must include substantially the following: (1) full name, address, phone number and physical or electronic signature; (2) identification of the material and its location before removal; (3) a statement under penalty of perjury that the material was removed by mistake or misidentification; (4) consent to an appropriate judicial body; and (5) any other information required under the relevant applicable law. Groove reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein. We may restore the removed content if the party filing the original Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice and you hereby waives any claims against us in this regard.

Please be aware that if you knowingly materially misrepresent that certain material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and reasonable attorneys’ fees). It is our policy, in appropriate circumstances, to disable and/or terminate the accounts of Users who are repeat infringers.

The Service may be linked to and/or through certain third-party websites and other third-party services (collectively, “Third-Party Services”). Such Third-Party Services are independent from the Services. You hereby acknowledge that Groove has no control over such Third-Party Services, and further acknowledge and agree that Groove is not responsible for the availability of Third-Party Services, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third-Party Services.

You further acknowledge and agree that Groove shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services. Most Third-Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third-Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third-Party Services.

Notwithstanding the aforementioned, Groove offers applications that may be available to download through distribution channels such as Apple App Store or Google Play. If you download such application through a distribution channel, you may be subject to additional terms and conditions. These terms and conditions are between you and Groove only, and not with the applicable distribution channel.

The Service may use or include software, files and components that are subject to open source and third-party license terms (“Third-Party Components”).  Your right to use such Third-Party Components as part of, or in connection with, the Service is subject to any applicable acknowledgements and license terms accompanying such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third-Party Components shall prevail only in connection with the related Third-Party Components. These Terms do not apply to any Third-Party Components accompanying or contained in the Service and Groove disclaims all liability related thereto. You acknowledge that Groove is not the author, owner or licensor of the Third-Party Components, and that Groove makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third-Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.

Since you may download the Platform app (the “App”) from a third-party platform, App provider or distributor (e.g. App Store or Google Play Store)(“Platform Provider”), your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules”). Please note that in such case, Usage Rules may apply and it is your responsibility to determine what other Usage Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider’s Usage Rules. The terms of the Usage Rules may prevail over any other Terms. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited. You acknowledge and agree that Platform Provider has no responsibility for the App or content thereof, nor does it have any obligation whatsoever to furnish any maintenance and support Apps with respect to the App. In the event of any failure of an App downloaded from a Platform Provider to conform to any applicable warranty, you may notify the relevant Platform Provider, and Platform Provider may as the sole remedy of the Platform Provider (if it chooses or obligated by law to do so) refund the purchase price, if any, for the App to you to the maximum extent permitted by applicable law. The Platform Provider may have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Groove as provider of the App. You acknowledge that Platform Provider may not be responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability and intellectual property claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Groove as provider of the App. You acknowledge and agree that if you downloaded the App from a Platform Provider, and its subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, the Platform Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

The availability and functionality of the Services depends on various factors, such as communication networks software, hardware, and Groove’s service providers and contractors. Groove does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.

Groove reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Services (or any part thereof) without notice, at any time and at its sole discretion, or condition the use of the Services or any part thereof upon consideration, or other compensation, or cease provision or support to the Services or any part thereof (with or without notice). You agree that Groove shall not be liable to you or to any third party for any modification, suspension, cessation of support, condition upon payment or discontinuance of our Services.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GROOVE NOR ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDER, EMPLOYEES, OR AGENTS (“GROOVE REPRESENTATIVES”) MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, USABILITY, SUITABILITY, COMPLETENESS, ACCURACY, EFFECTIVENESS OR AVAILABILITY OF THE SERVICE AND/OR ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICE. GROOVE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE, OR THE RESULTS OF THE USE OF THE SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, GROOVE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, GROOVE PROVIDES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES THAT THE SERVICE WILL BE ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES AND/OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. GROOVE MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE, CONDITION UPON PAYMENT AND/OR MAKE ANY OTHER CHANGES TO THE SERVICES AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.

YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES, INCLUDING USE OF AND/OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE SERVICES, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.

We will make efforts to have the Services operate properly. If we receive notice of any failure or malfunction, or if we become aware of them by ourselves, we will attempt to regain the Services availability as soon as practicable. However, such incidents will not be considered a breach of these Terms.

You are responsible for maintaining back-up copies of your data. The Services do not provide, and are not intended as, data back-up services.

You understand that we cannot and do not guarantee or warrant that the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GROOVE  AND/OR THE GROOVE REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICE, USE OR INABILITY TO USE THE SERVICE, FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS  OF  GOODWILL,  DATA  OR  PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR  OMISSION  OR  BY  ANY  OTHER  CAUSE  WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SERVICES.

NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES.

SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR THE GROOVE SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF GROOVE AND/OR ANY GROOVE AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL GROOVE HAVE ANY LIABILITY TOWARDS YOU AND IF REQUIRED UNDER APPLICABLE LAW TO BE LIABLE, SUCH LIABILITY SHALL BE OF NOT MORE THAN THE HIGHER OF (I) US$ 20 OR (II) THE MINIMUM LIABILITY REQUIRED UNDER APPLICABLE LAW.

NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.

Nothing in these Terms shall limit or exclude liability for anything that cannot be limited or excluded under applicable law.

You agree to defend, indemnify and hold harmless Groove and any Groove Representative from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines and expenses (including attorney's fees) arising directly or indirectly from: (i) your use of the Services (or any part thereof); (ii) breach of these Terms by you; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Services; (iv) your violation of any third party intellectual property rights, privacy rights or other rights through your use of the Services or provision of information to the Services; and (v) your violation of any applicable law or regulation.

Groove expressly reserves the right to modify these Terms at any time in its sole discretion. Groove will make commercially reasonable efforts to notify on any substantial changes to these Terms by posting the new Terms on its website and/or by sending you an email regarding such changes to the email address that you provided us. Such substantial changes will take effect seven (7) days after such notice was provided on any of the above mentioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. Please note that in the event that the Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.

Groove has the right to terminate or suspend your access to all or part of the Services (including to any specific components thereof) for any or no reason, including without limitation, any violation of these Terms.

Additionally, Groove may at any time, at its sole discretion, cease the operation of the Services or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Groove does not assume any responsibility with respect to, or in connection with the termination of the Services operation and loss of any data. Groove shall also have the right to delete your information and data upon termination of the Services. You are solely responsible for keeping back-up copies of your information and data. The following provisions shall survive the termination or expiration of the Terms: Section 2 (User Representations and Undertakings); Section 4 (Use Restrictions); Section 5 (Feedback); Section 6 (Privacy Policy); Section 7 (Intellectual Property Right); Section 8 (Third Party Services); Section 9 (Third Party Components); Section 11 (Disclaimer and Warranties); Section 12 (Limitation of Liability); Section 13 (Indemnification); Section 17 (Termination of Service); Section 18 (General); and Section 19 (Dispute Resolution by Binding Arbitration).

These Terms do not, and shall not be construed to create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Service will be governed by and interpreted in accordance with the laws of the state of New York, without reference to its conflict-of-laws principles. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Groove's prior express written consent which shall not be unreasonably denied. Groove may assign these Terms at its discretion. Assignment in breach of these Terms is void and null. Groove may subcontract parts or all the Services. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and Groove relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Groove. Notices to you may be made via email. Our website may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

This Dispute Resolution by Binding Arbitration section is referred as the “Arbitration Agreement”.

You agree that any and all disputes or claims that have arisen or may arise between you and Groove, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, or any other aspect of the relationship between the parties, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.

Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Groove are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and

Unless We waive the arbitration, the arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Notwithstanding any provision in these Terms to the contrary, Groove agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Groove written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

If you have any questions (or comments) concerning the Terms and/or the Services, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe: hello@grooveapp.io

By contacting us, you represent that you are free to do so and that you will not knowingly provide Groove with information that infringes upon third parties’ rights, including any intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to Groove, and Groove may use or refrain from using any such information at its sole discretion.