The following terms and conditions (these “Terms”) govern your use of the Groupe.io website (referred to as the “Site”) as well as the content, products, software, source code, other websites and services (collectively, including the Site, the “Services”) made available by the Site’s owner, SpotCues Inc.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AS THEY MAY BE MODIFIED OR AMENDED FROM TIME TO TIME BY GROUPE.IO IN ITS DISCRETION. ANY SUCH AMENDMENTS TO THESE TERMS BECOME EFFECTIVE AT THE TIME THEY ARE POSTED TO THE SITE, AND EACH TIME YOU ACCESS OR USE ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AS AMENDED. IF YOU DO NOT AGREE, YOU SHOULD DISCONTINUE USE OF THE SITE AND ALL OTHER SERVICES IMMEDIATELY.

The words “we”, “us” and “our” mean SpotCues Inc. The words “you” and “your” refers to the person accessing or using the Services subject to these Terms. To the extent you access or use the Services as an employee, manager, member or agent of any entity, you also accept these Terms on behalf of such employer, principal or other entity.

Information about you

You agree the information you provide when you register to use the Services will be true and accurate and kept up to date by you. You agree not to enter false information or impersonate any other person when you use the Services. You must be 18 years of age or older to use the Services.

Our Privacy Policy is incorporated herein by reference. By using this Site or other Services, you consent to the use of your personal information including but not limited to your email address for contacting you pursuant to our Privacy Policy.

Use of Services

You agree not to use or permit the use of the Services directly or indirectly for any of the following:

• Disclosing personally identifying information or private information of any person without his or her consent;
• Posting or sending material that is grossly offensive, obscene, lewd, lascivious, pornographic, profane or violent, harassing or otherwise objectionable, libelous, defamatory or threatening or that promotes or encourages hatred, violence, racism or criminal conduct;
• Uploading or spreading computer viruses, worms, Trojan horses, spyware or other harmful code;
• Infringing the intellectual property rights or misappropriating trade secrets of any third party;
• Fraudulently inducing the purchase of goods or services or disclosure of information by any user;
• Selling or marketing products or services that are unlawful wherever your content is visible to users;
• Selling or marketing products or services or soliciting funds or information in a manner that is prohibited by applicable law or regulation wherever your content is visible to users;
• Deceiving any user regarding the identity of you or your organization, the origin of your content, or the nature or quality of any products or services promoted by you; or
• Exceeding the usage limits of your Groupe.io account.

You grant Groupe.io and its affiliates a non-exclusive worldwide royalty-free license and right to use, reproduce, display, distribute and transmit all content and files you post, link, copy or upload to the Services, including but not limited to any trademarks and any images, photographs, graphics, artwork, text and other content provided or specified by you (“Your Content”), including your likeness and identity to the extent included with Your Content, in any and all media, formats or platforms in which Your Content may be published by Groupe.io in connection with operation of the Services. You represent and warrant that: (a) you have the right, power and authority to enter into and perform these Terms; (b) you own all right, title and interest in and to Your Content and have the right to grant licenses in Your Content as stated in these Terms; (c) any advertising or promotion of goods or services by you using the Services will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; and (d) Your Content does not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party.

Ownership of Services

By these Terms we are only providing you with the right to access and use the Services. Groupe.io retains sole and exclusive ownership of and all right, title, and interest in and to the Services (including ownership of all trade secrets, trade dress, copyrights, and other intellectual property interests pertaining to the Services, but not including Your Content) and to all modifications and enhancements of the Services, subject only to the rights and privileges expressly granted to you under these Terms. The Groupe.io names and logos are trademarks of SpotCues Inc. and its affiliates. In addition, the Services are presented with a distinctive “look and feel,” and this “look and feel” is the proprietary property of Groupe.io. We reserve all rights in and to the Services not expressly granted under these Terms.

As between the parties, Groupe.io owns all right, title, and interest in the Services, Groupe.io trademarks, and any technology or tools used by us to generate, distribute or display Your Content within the Services (collectively the “Groupe.io IP”). You agree not to rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Groupe.io IP or any portion thereof, or use such Groupe.io IP as a component of or a base for goods or services prepared for commercial sale, sublicense, lease, access or distribution. You are prohibited from creating any derivative work based on the Groupe.io IP. You agree not to translate, reverse engineer, decompile or disassemble the Groupe.io IP.

The Services are protected by U.S. copyright laws and international treaty provisions. You may not use, copy, modify, or distribute the Services (electronically or otherwise) or Groupe.io IP, including the source code for any portion of the Services, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by us in writing. You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Services. You may not transfer, lease, assign, rent, or sublicense the rights granted to you under these Terms, or make the Services available for the use of others through your User ID. You may not use any portion of the Services or any standalone utility provided for use with the Services for any purpose other than its intended purpose.

You shall not remove, modify or copy any Groupe.io or third party trademarks accessed through the Site. All third party marks are the properties of their respective owners and may be used by you only in connection with use of the Services and for no other purpose whatsoever.

The Site and any Services may be modified, revised, suspended or discontinued in whole or in part, either temporarily or permanently, with or without notice, in our discretion. No resale, sale or use for commercial purposes of any portion of the Services is authorized or permitted except with our prior written consent in each instance. We reserve the right in our discretion to deny access to the Services by or through any person, network or device.

Third-party content

We assume no responsibility or make any representation or warranty with respect to websites or services owned and operated independently by third parties (including but not limited to our partners or affiliates) which may be accessed by you or users through links on the Site interfaces or otherwise from the Services.

Copyright notices

We will not knowingly publish content in violation of applicable copyright law. If you believe content has been displayed, reproduced, printed or otherwise distributed by us through this website in violation of any third party copyright, please notify us in writing. Send your notice to SpotCues Inc. 1975 W. El Camino Real, Suite 301, Mountain View, California 94040, attention: chief legal officer, and include the following:

• electronic or physical signature of a person authorized to act for the copyright owner
• description of the copyrighted work
• description of where the infringing content is located on this website
• your office or home address, telephone number and email address
• a statement of good faith belief that the use of the work is not permitted by the copyright owner, and
• a statement under penalty of perjury that the above is true and you are authorized to act for the owner.

DISCLAIMERS

THE SERVICES MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR ERRORS. NOT ALL MESSAGES SENT THROUGH THE SERVICES WILL BE RECEIVED BY OR WILL BE CAPABLE OF BEING VIEWED BY THEIR INTENDED RECIPIENTS. MESSAGES MAY BE INTERRUPTED OR CORRUPTED DURING TRANSMISSION. OUR SYSTEMS MAY NOT PREVENT THE CORRUPTION OR LOSS OF YOUR CONTENT OR DATA. THE SERVICES MAY NOT BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS OR ACCESSIBLE TO ALL USERS OR THROUGH ALL YOUR WEBSITES. WE ASSUME NO LIABILITY FOR SUCH INCIDENTS OR CONDITIONS. ALL SERVICES, INCLUDING BUT NOT LIMITED TO SITE CONTENT AND PROGRAMS, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, OR (II) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

LIMITATION OF LIABILITY

THE SERVICES MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR ERRORS. NOT ALL MESSAGES SENT THROUGH THE SERVICES WILL BE RECEIVED BY OR WILL BE CAPABLE OF BEING VIEWED BY THEIR INTENDED RECIPIENTS. MESSAGES MAY BE INTERRUPTED OR CORRUPTED DURING TRANSMISSION. OUR SYSTEMS MAY NOT PREVENT THE CORRUPTION OR LOSS OF YOUR CONTENT OR DATA. THE SERVICES MAY NOT BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS OR ACCESSIBLE TO ALL USERS OR THROUGH ALL YOUR WEBSITES. WE ASSUME NO LIABILITY FOR SUCH INCIDENTS OR CONDITIONS. ALL SERVICES, INCLUDING BUT NOT LIMITED TO SITE CONTENT AND PROGRAMS, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, OR (II) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Indemnification

You agree to indemnify and hold harmless Groupe.io, its subsidiaries, affiliates, directors, officers and employees, from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys’ fees) arising from or relating to any third party claim, action or demand asserted against any of the foregoing parties based on: (a) any breach of these Terms by you or anyone accessing the Services using your login credentials; (b) any violation of law, regulation or third party rights in connection with your use of the Services; (c) any complaint by any User with respect to Your Content; or (d) any claim arising out our publication of Your Content, including but not limited to any claims for false advertising, defamation, infringement or personal injury.

Termination

We reserve the right to suspend, discontinue or terminate any Services at any time. In addition, your right to access and use the Services shall terminate immediately upon your breach of any Terms.

Miscellaneous

Nothing express or implied in these Terms is intended to confer, nor shall anything herein confer, upon any person other than the parties and their respective permitted successors or assigns, any rights, remedies, obligations or liabilities whatsoever. You may not assign any of your rights hereunder and any purported assignment by you shall be invalid. We may assign any and all rights or obligations under these Terms in our discretion.

If you are provided with any standalone software utilities for use with the Services, you acknowledge that these utilities may be subject to regulation by local laws and United States government agencies which prohibit export or diversion of certain products, information about the products, or direct products of the products to certain countries and certain persons. You represent and warrant that you will not export or re-export such software in violation of these regulations to a national destination prohibited under these regulations or to any person to whom exports, re-exports or transfers are prohibited under these regulations.

You acknowledge that your breach of any of the provisions of these Terms may cause immediate and irreparable harm to Groupe.io for which we may not have an adequate remedy in money or damages. We will therefore be entitled to obtain an injunction against such breach or threatened breach from any court of competent jurisdiction, without the necessity of posting a bond, and will be entitled to recover from you the costs incurred in seeking such an injunction. Our right to obtain injunctive relief will not limit our right to seek or obtain further remedies.

Should any part of these Terms be rendered or declared invalid by a court of competent jurisdiction, such invalidation of such part or portion of these Terms should not invalidate the remaining portions thereof, and they shall remain in full force and effect.

These Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its choice of law principles and the applicable federal laws of the United States.

Please direct questions about these terms & conditions to [email protected]