THESE TERMS AND CONDITIONS OF SERVICE ("TERMS") CONSTITUTE A CONTRACT BETWEEN YOU AND GROUPER COMMUNICATIONS AND GOVERN USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU, AGENTS AND END USERS, WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE TRIAL OF THE SERVICE.
By accepting these Terms, or by accessing or using the Service or Site, or authorizing or permitting any Agent or End User to access or use the Service, You agree to be bound by these Terms. These Terms apply to End Users, and by using the Service each End User agrees to be bound by these Terms and acknowledges that such End User is 13 years of age or older. If You are entering into these Terms on behalf of a company, organization or another legal entity (an "Entity"), You are agreeing to these Terms for that Entity and representing to Grouper Communications that You have the authority to bind such Entity and its affiliates to these Terms, in which case the terms "Subscriber," "You," "Your" or related capitalized terms herein shall refer to such Entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Account means all Grouper Communications accounts or instances created by or on behalf of Subscriber or its Agents within the Service.
Agent or Account Login means an individual authorized to use the Service through Your Account as an agent and/or administrator as identified through a unique login.
End User means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact using the Service.
Form means any Grouper Communications generated service order form executed or approved by You with respect to Your subscription to the Service, which form may provide details under Your subscription to the Service and the Service Plan applicable to Your subscription to the Service.
Grouper Communications means Grouper Communications, LLC, a Texas Limited Liability Corporation or any of its successors or assignees. In these Terms, Grouper Communications may also be referred to through the use of "We" or "Our."
Service means the Grouper Communications service consisting of mobile request features, online and mobile messaging and information aggregation and delivery services that make available information, data, text, messages and other materials from Subscribers. Any new or modified features added to or augmenting the Service or updates or enhancements to the Service are also subject to these Terms, and We reserve the right to deploy such features, updates or enhancements at any time.
Service Plan means the service plan and the functionality and services associated therewith (as detailed on the Site and/or in a Form) for which You subscribe with respect to each Agent.
Site means www.GrouperCommunications.com, www.SmsGrouper.com, and all other websites owned or operated by Grouper Communications or its subsidiaries.
Subscription Term means the period during which You have agreed to subscribe to the Service with respect to any individual Agent.
Your Data means all electronic data, text, messages or other materials submitted to the Service by You, Agents and End Users in connection with Your use of the Service.
You are responsible for compliance with the provisions of these Terms by Agents and End Users and for any and all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of individual Agents available under the Service Plan for which You subscribed, access to and use of the Service is restricted to the specified number of individual Agents permitted under Your subscription to the Service. You agree and acknowledge that each Agent will be identified by a unique username and password ("Login") and that an Agent Login may only be used by one (1) individual.
All information, data, text, software, music, audio, photos, graphics, video, messages, tags, links or other materials transmitted using the Service ("Content") are the sole responsibility of the Subscriber from whom such Content originated. As a Subscriber, You are responsible for the Content that You send, upload, post, transmit or otherwise make available using the Service via short message service (SMS) text message, medium message service (MMS), voice, live conversations, web-based chat, telephony, the Grouper Communications website, the Internet or any other medium. Except for compliance requirements by the mobile carriers for foul language, Grouper Communications does not control the Content posted via the Service and, as such, does not guarantee the quality or accuracy of such Content. Further, Grouper Communications and any of its Subscribers have the right to use, edit, reproduce, distribute, display, or perform any Content You submit to the Service in any manner whatsoever. Under no circumstances will Grouper Communications be liable in any way for any Content.
You agree that You will not use the Service to send, post, upload, transmit or otherwise make available any Content:
End Users acknowledge, understand and agree that Grouper Communications, its designees and Subscribers shall have the right in their sole discretion to moderate, filter, pre-screen, or refuse any Content that is available via the Service. We cannot guarantee that Content found in the Service will not include unintended or objectionable Content, and We assume no responsibility for the Content of any kind provided through the Service. You agree that You must examine, evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, truthfulness or usefulness of such Content. In this regard, You acknowledge, understand and agree that You may not rely on any Content created by Grouper Communications or submitted to Grouper Communications for quality or accuracy.
By participating in a Grouper Communications program, each End User agrees that such End User is the primary owner of the phone number used. End Users may unsubscribe from the Service at any time by texting STOP to the number sending the message. For additional help, End Users can text HELP to the number sending the message or support((at))GrouperCommunications.com.
You, Agents and End Users agree that Grouper Communications, in its sole discretion, may establish general practices and limits concerning use of the Service. You, Agents and End Users agree that Grouper Communications has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Service. You, Agents and End Users acknowledge that Grouper Communications reserves the right to terminate accounts that are inactive for an extended period of time, which shall be determined in Grouper Communications' sole discretion.
In addition to Our other rights set forth in these Terms, Grouper Communications reserves the right, in Grouper Communications' reasonable discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service (of which Grouper Communications will use commercially reasonable efforts to notify You in advance both through a notice to Your Account owner and Agents) ("Planned Downtime"); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, Internet failures, computer equipment and software failures, hackers, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning; or (c) if We suspect or detect any malicious software connected to Your Account or use of the Service by You, Agents or End Users. We will use commercially reasonable efforts to schedule Planned Downtime for weekends (Pacific time zone) and other off-peak hours.
A Subscriber's program may ask an End User to provide private information to participate in that program. By providing that information such End User agrees that Grouper Communications may store the information such End User provides and that the Subscriber may use the information for that program and for future programs hosted by that Subscriber. Grouper Communications will not sell this information to other Subscribers or third parties. Grouper Communications obtains information regarding each End User's wireless services provider ("mobile carrier") through the applicable mobile phone number.
Subscribers may ask End Users to submit information about themselves if they have specifically opted-in to receive communications from such Subscribers. If an End User chooses to submit information, then Subscribers may use this information and may share such information with third parties.
You acknowledge, understand and agree that Grouper Communications may access, store and disclose Your Account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights or content of third parties; (d) respond to customer service requests; or (e) protect the rights, property or personal safety of Grouper Communications, its users, Subscribers and the public.
Please note: message and data rates may apply to an End User's use of the Service.
Unless otherwise indicated on a Form referencing these Terms, all charges associated with Your access to and use of the Service ("Subscription Charges") are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Charges or charges for other services indicated on any Form referencing these Terms within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You, Agents and End Users.
If You choose to upgrade Your Service Plan during Your Subscription Term (a "Subscription Upgrade"), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Grouper Communications does not accept any liability for such loss.
Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessed by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). You are responsible for paying Taxes except those assessable against Grouper Communications based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
If You pay by credit card, the Service provides an interface for the account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by Grouper Communications, or they may obtain a receipt from within the Service to track subscription status. Grouper Communications uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for Grouper Communications.
Either You or Grouper Communications may elect to terminate Your Account and subscription to the Service as of the end of Your then current Subscription Term by providing notice, in accordance with these Terms, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Account and subscription to the Service is so terminated, Your subscription to the Service will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences.
No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term. No refunds or credits will be provided for design, custom development or training once delivered. Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once Your Account is cancelled.
If You terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to the Terms, in addition to other amounts You may owe Grouper Communications, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to the Service or cancel Your Account as a result of a material breach of these Terms by Grouper Communications, provided that You provide advance notice of such breach to Grouper Communications and afford Grouper Communications not less than thirty (30) days to reasonably cure such breach.
Grouper Communications reserves the right to modify, suspend or terminate the Service (or any part thereof), Your Account or Your and/or Agents' or End Users' rights to access and use the Service, and remove, disable and discard any of Your Data if We believe that You, Agents or End Users have violated these Terms. This includes the removal or disablement of Your Data in accordance with Our copyright infringement notice and takedown policies described below. Unless legally prohibited from doing so, Grouper Communications will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Grouper Communications shall not be liable to You, Agents, End Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End Users may be referred to law enforcement authorities at Our sole discretion.
Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted to You, Agents and End Users to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly herein, all rights, title and interest in and to the Service, including all related intellectual property rights, will remain with and belong exclusively to Grouper Communications. Grouper Communications shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents or End Users (including without limitation any add-ons or modifications described in any Form). "Grouper Communications" and Grouper Communications' product and service names and logos used or displayed on the Service are trademarks of Grouper Communications (collectively, "Marks"), and You may only use such Marks to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Grouper Communications, its services or products.
Grouper Communications respects copyright law and We expect You, Agents and End Users to do the same. Unauthorized copying, distribution, modification, display, or public performance of copyrighted works that is not considered fair use is an infringement of the copyright holder rights. As a condition of access to the Service by You, Agents and End Users, You agree that You, Agents and End Users will not use the Service to infringe the intellectual property rights of other people or entities in any way. Grouper Communications reserves the right to terminate the account or usage of You, Agents or End Users upon any single infringement of the rights of others in conjunction with use of the Service or for any other reason or no reason in Grouper Communications' sole discretion.
In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office website at www.copyright.gov), Grouper Communications will respond expeditiously to claims of copyright infringement committed using the Service that are reported to Grouper Communications. If you are a copyright owner, or authorized to act on behalf of an owner of the copyright or of any exclusive right under the copyright, please report your notice of infringement by sending an email to the Development Team at support((at))GrouperCommunications.com.
THE SERVICE AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN IT ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. GROUPER COMMUNICATIONS, SUBSCRIBER AND GROUPER COMMUNICATIONS' LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GROUPER COMMUNICATIONS AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE. GROUPER COMMUNICATIONS, SUBSCRIBER AND GROUPER COMMUNICATIONS' LICENSORS DISCLAIM ANY WARRANTIES FOR ANY INFORMATION, DATA OR ADVICE OBTAINED THROUGH THE SERVICE. GROUPER COMMUNICATIONS AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICE, AS WELL AS FOR ANY INFORMATION, DATA OR ADVICE RECEIVED THROUGH ANY SUCH GOOD OR SERVICE, INCLUDING LINKS TO SAID INFORMATION, DATA OR ADVICE.
If an End User uses the Service to purchase or otherwise engage in direct transactions with Subscriber, then all such transactions shall be governed by the terms and conditions entered into with Subscriber. Under no circumstances shall Grouper Communications have any responsibility or liability therefor. If an End User believes that Subscriber is in violation of any consumer protection laws or regulations, including but not limited to the standards set forth by the CTIA Wireless Association, Mobile Marketing Association (MMA), such as the MMA Code of Conduct or the MMA Consumer Best Practice Guidelines, then such End User shall immediately report any such suspected violations to Grouper Communications.
END USER UNDERSTANDS AND AGREES THAT IF END USER CLICKS ON, DOWNLOADS OR OTHERWISE OBTAINS MATERIAL, DATA OR CONTENT THROUGH THE USE OF THE SERVICE, THEN END USER DOES SO AT END USER'S OWN DISCRETION AND RISK AND THAT END USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO END USER'S COMPUTER SYSTEM, COMPUTING DEVICE, AND/OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
UNDER NO CIRCUMSTANCES SHALL GROUPER COMMUNICATIONS, ITS SUBSCRIBERS OR ITS LICENSORS BE LIABLE TO ANY USER OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE SERVICE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, PURPOSEFUL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, (EVEN IF GROUPER COMMUNICATIONS OR ITS SUBSCRIBERS AND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Without limiting the foregoing, under no circumstances shall Grouper Communications, Subscriber or Grouper Communications' licensors be held liable for any delay, outage or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment and software failures, hackers, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
We may modify or terminate Our services from time to time, for any reason, and without notice, including the right to terminate with or without notice, without liability to You, Agents, End Users or any third party. We reserve the right to modify these Terms from time to time without notice. Please review these Terms from time to time so that You will be apprised of any changes. Your continued use of the Service following the effective date of any such modification may be relied upon by Grouper Communications as Your consent to any such modification. Grouper Communications' failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.
These Terms will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflict of laws provisions or Your actual state or country of residence. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Texas, Nacogdoches County, for the purpose of resolving any dispute relating to the Terms or access to or use of the Service by You, Agents or End Users. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remainder of the Terms will continue in full force and effect.
The Service may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Service by You, Agents and End Users. You shall not access or use the Service if You are located in any jurisdiction in which the provision of the Service is prohibited under U.S. or other applicable laws or regulations (a "Prohibited Jurisdiction") and You shall not provide access to the Service to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (i) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) You are not a national of, or a company registered in, any Prohibited Jurisdiction, (iii) You shall not permit Agents or End Users to access or use the Service in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (iv) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You, Agents and End Users are located.
All notices to be provided by Grouper Communications to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service ("Courier") or US mail to the contact mailing address provided by You on any Form; or (ii) electronic mail to support((at))Grouper Communications.com. You must give notice to us in writing by Courier or US Mail to the following address: Grouper Communications, LLC., 1802 Carole Street, Nacogdoches, Texas USA. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
These Terms, together with any Form(s),constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms will be effective only if in writing and signed by Grouper Communications.
This document was updated May 17, 2018.