Thank you for using Grokker! Grokker, Inc. ("Grokker") offers expert videos and brings together a community of people who share a passion for mindfulness, yoga, fitness, and other pursuits.
These Terms of Service ("Terms of Service" or "Terms") govern your access to and use of the websites, products, data, services, and Content provided to you on, from, or through the Grokker.com website, mobile or tablet apps, tv apps, any Grokker software, and any applications created by Grokker whether available through a social networking site or its subsidiaries or affiliated companies ("Service"). We reserve the right to withdraw or amend the Service, in our sole discretion and without notice to you. We will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. As used herein, "Content" includes the logos, images, software, videos, text, graphics, photos, sounds, music, audiovisual combinations, interactive features, collections and other materials you may view on, access through, or contribute to the Service.
PLEASE NOTE THAT THESE TERMS OF SERVICE CONTAIN A DISPUTE RESOLUTION AND ARBITRATION AGREEMENT FOR USERS IN THE UNITED STATES, INCLUDING CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO CLAIMS OR DISPUTES YOU MAY HAVE WITH GROKKER. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED (SEE SECTION 21. DISPUTE RESOLUTION – ARBITRATION AGREEMENT AND CLASS ACTION WAIVER) BELOW.
We may modify these Terms of Service and policies at any time, and such modification shall be effective upon its posting on this website. You agree to be bound by such modifications or revisions when you use the Service after any such modification is posted.
Grokker provides Content through its website and through the Service that is copyrighted and/or trademarked work of Grokker or Grokker’s third-party licensors and suppliers or other users of the Content.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, Grokker hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Content and to use the Service, including Grokker’s website, solely for your personal use. Except for the foregoing license, you have no other rights in the Service, including Grokker’s website, or any Content, and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Service, including Grokker’s website, or any Content in any manner.
If you breach any of these Terms, the above license will terminate automatically, and you must immediately destroy any downloaded or printed Content.
- You agree not to use the Service for any commercial uses except as required by Grokker in order to provide services to Grokker, or unless you obtain Grokker’s prior written approval.
- You agree not to copy, upload, republish or distribute in any medium any part of the Service (including the Content, and including screenshots of Grokker.com) without Grokker’s prior written authorization, unless Grokker makes available the means for such distribution through functionality offered by the Service (such as a built-in sharing flows or an Embeddable Video Player).
- You agree not to alter or modify any part of the Service, including the video player that is incorporated into the Service and the Content.
- You agree not to index or frame the Service (including the video player that is incorporated into the Service and the Content) through any technology or means other than the video playback pages of the Service itself.
- The Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Nothing in these Terms gives you a right to use the Grokker name or any of the Grokker trademarks, logos, domain names, and other distinctive brand features. You agree that, as between you and Grokker, Grokker owns and retains all right, title, and interest in and to the Grokker Content and Service. The Service (including the Content), and the trademarks, service marks and logos on the Service, are owned by or licensed to Grokker, subject to copyright and other intellectual property rights under the law.
- You agree not to use or launch any automated system on the Service, including without limitation, "robots," "spiders," or "offline readers," (other than individually performed searches on publicly accessible search engines or for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices of the Service).
- You agree not to introduce viruses or any other computer programs that interrupt, disable, overburden, or gain unauthorized access to the Service, including Grokker’s servers, computer network, or user accounts.
- You agree to not access or tamper with non-public areas of the Service, Grokker’s computer systems, or the technical delivery systems of Grokker’s providers.
- You agree to not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.
- You agree not to solicit, collect or harvest any personally identifiable information, including account names, from the Service, or from Grokker users.
- You agree not to use the communication systems provided by the Service (e.g., comments, messaging) for any commercial solicitation purposes or to spam users of the Service.
- You agree not to solicit, for commercial purposes, any users of the Service.
- You agree to comply with all applicable laws in your use of the Service, including patent, trademark, copyright, privacy, or other proprietary rights.
- We reserve the right to immediately terminate or restrict your account or your use of the Service or access to Content at any time, without notice or liability, if Grokker determines in its sole discretion that you have breached these Terms, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. We also reserve the right to terminate your account or your use of the Service or access to Content if such use places an undue burden on our networks or servers.
Grokker makes available software that allows you to access the Grokker.com website and the Service from mobile and set-top devices ("Native Application(s)"). To use a Native Application, you must have a device that is compatible with the application. Grokker does not warrant that the Native Applications will be compatible with your particular device. Grokker hereby grants to you a non-exclusive, non-transferable, revocable license to use the Native Applications. You may not:
- modify, disassemble, decompile or reverse engineer the Native Applications, except to the extent that such restriction is expressly prohibited by law;
- rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Native Applications to any third-party or use the Native Applications to provide time sharing or similar services for any third-party;
- make any copies of the Native Applications;
- remove, circumvent, disable, damage or otherwise interfere with security-related features of the Native Applications, features that prevent or restrict use or copying of any content accessible through the Native Applications, or features that enforce limitations on use of the Native Applications; or
- delete the copyright and other proprietary rights notices on the Native Applications. You acknowledge that Grokker may from time to time issue upgraded versions of the Native Applications, and may automatically electronically upgrade the version of the Native Application that you are using on your device. You consent to such automatic upgrading on your device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Native Applications or any copy thereof, and Grokker and its third-party licensors or suppliers retain all right, title, and interest in and to the Native Applications (and any copy of the Native Applications). Standard carrier data charges may apply to your use of the Native Applications.
The Service may include and may make use of certain functionality and services provided by third-parties that allow Grokker to include maps, geocoding, places and other content from third-parties as part of the Service.
In using the Service, you must behave in a civil and respectful manner at all times. Further, you will not:
- Act in a deceptive manner by, among other things, impersonating any person;
- Harass or stalk any other person;
- Harm or exploit minors;
- Distribute "spam";
- Collect information about others; or
- Advertise or solicit others to purchase any product or service.
Grokker has the right, but not the obligation, to monitor all conduct on and content submitted to the Service. Grokker reserves the right to alter, edit, remove, or refuse to post any content, in whole or in part in its sole discretion or to satisfy or comply with applicable laws, regulations and/or legal processes.
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content:
- Content is provided to you "AS IS". You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms. You shall not download any Content unless you see a "download" or similar link displayed by Grokker on the Service for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any purposes. Grokker and its licensors reserve all rights not expressly granted in these Terms to the Service and the Content.
- You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
- You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Grokker is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Grokker with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Grokker, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
- YouTube videos viewable on Grokker are governed by YouTube’s Terms of Service.
In order to access some features of the Service, you will have to create a Grokker account.
- You agree to provide accurate and complete information when creating your account, and it is your responsibility to maintain and promptly update your account informations to keep it true, accurate, current and complete.
- Grokker’s Content is not directed to persons under thirteen (13) years of age (in the European Economic Area, sixteen (16)), and by providing information about yourself to Grokker you are representing that you are thirteen (13) years of age (in the European Economic Area, sixteen (16)) or older. In consideration of your use of the Service, you represent that you are either of legal age to form a binding contract (eighteen (18) or older) or your parent or legal guardian agrees to these Terms on your behalf, and you are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.
- If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Grokker reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) at any time.
- You may never use another's account without permission.
- You may not share, give or sell your password or username to any other person or entity.
- You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Grokker immediately of any breach of security or unauthorized use of your account.
- Although Grokker will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Grokker or others due to such unauthorized use.
- Grokker reserves the right to terminate any user account it believes has been compromised, or is being used fraudulently, at its own discretion.
- Currently, Grokker also provides you with the ability to register for an account on the Service using your existing account and log-in credentials through certain third-party websites, which may change from time to time.
- As a Grokker account holder you may submit Content to the Service, including photos, videos, video collections and user comments. You understand that Grokker does not guarantee any confidentiality with respect to any Content you submit.
- You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Grokker all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Service.
- For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to Grokker, you hereby grant Grokker a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Grokker's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in video Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your videos from the Service. You understand and agree, however, that Grokker may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
- Grokker does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Grokker expressly disclaims any and all liability in connection with Content. Grokker does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Grokker will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Grokker reserves the right to remove Content without prior notice.
- Grokker may at any time, without prior notice and in its sole discretion, remove or modify such Content and/or terminate a user's account for submitting material in violation of these Terms of Service.
- You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Content posted by you to or through the Service.
If you send or transmit any communications, comments, questions, suggestions, or related materials to Grokker, whether by letter, email, telephone, or otherwise (collectively, "Feedback"), suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Grokker is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Grokker is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Content you submit must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any third-party
- Infringe the legal rights (including the right of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws
- Promote any illegal activity, or advocate, promote or assist any unlawful act
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization
- Involve commercial activities or sales
- Be likely to deceive or give the impression that they emanate from or are endorsed by us, or any other person or entity
- Subscription Fees. If you purchase a subscription, you agree to pay the charges made to your account in connection therewith. You will be charged in accordance with the billing terms you agreed to at the time you signed up. Subscriptions automatically renew at the beginning of each billing period (e.g., month or year) which means that by signing up for a subscription membership you are agreeing to have your credit card automatically billed each period until you cancel your subscription. If you do not pay on time or if Grokker cannot charge your credit card or other payment method for any reason, Grokker reserves the right to either suspend or terminate your access to the Service and terminate these Terms. You may cancel your subscription, but note that your cancellation will take effect starting at the end of your current billing period. So if you cancel mid-period, your cancellation will take effect as of the following period. There are no refunds on subscriptions for billing periods that have already started. Each membership and the rights and privileges provided to a member is personal and non-transferable.
- Authorization. When you provide a payment method to Grokker, you are granting your express consent and are expressly authorizing us (and our designated payment processor) to automatically charge you each period for the subscription membership. If you provide a payment method and our charge results in an overdraft, chargeback or other fee from your bank, you alone are responsible for that fee. EVEN IF YOU DO NOT USE THE SUBSCRIPTION MEMBERSHIP OR ACCESS THE GROKKER APPLICATION, YOU WILL BE RESPONSIBLE FOR ANY SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED. In certain limited circumstances, we will offer subscriptions for a longer term (e.g., 3 months, 6 months or even a year). These longer-term subscriptions are charged in full upon purchase, and automatically renew for the same duration as the initial subscription term you selected (e.g., 3 month subscriptions will automatically renew for three months, 6 month subscriptions will renew for six months, and so on). The amount due for the next renewal term will be due and immediately payable in full and charged as of the first day of such renewal term.
- Changes. Grokker may change, modify, add, remove, suspend, cancel or discontinue any aspect of it subscriptions including the functionality, content, and/or availability of any features of such subscriptions at any time in Grokker’s sole discretion. Grokker may increase its fees for any subscription effective the first day of a billing renewal by giving you notice of the new fees at least thirty (30) days before you are billed. If you do not cancel your subscription, you will be deemed to have accepted the new fees.
Withholding Tax. If you are required under any applicable law, regulation or government order to withhold any taxes on any amounts payable by you to Grokker under these Terms, then the amount payable shall be increased to such amount which, after making all required withholdings or deductions of taxes therefrom, will equal the amount payable hereunder had no such withholding taxes or deductions been required. For avoidance of doubt, such withheld amounts may not be claimed as a reduction or offset against any payments due to Grokker under these Terms. You shall make such withholdings or deductions and shall pay the full amount withheld or deducted to the appropriate government authorities according to applicable laws. You shall obtain and furnish to Grokker, within sixty (60) days of such a payment of taxes, official tax receipts or other evidence of payment of all such taxes. You shall be solely liable for, and shall indemnify and hold Grokker and its Affiliates harmless against, any penalties, interest and expenses incurred by or assessed against Grokker.
Value Added Taxes. The amounts payable under these Terms are exclusive of value added, goods and services, sales, or similar taxes. You shall be responsible for payment of all value added, goods and services, sales, or similar taxes, if any, levied on or deducted from any amounts payable to Grokker pursuant to these Terms. To the extent applicable law requires any such taxes to be paid by you directly to a governmental authority or to the extent a reverse charge mechanism is available and applicable to you, you shall account for and pay such taxes promptly and receipts or other proof of such payment shall be provided to Grokker.
Grokker is not responsible for any injuries that result from participating in the activities shown on the Service. You expressly waive and release any claim that you may have at any time for injury of any kind against Grokker, or any person or entity involved with Grokker, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.
By using the Service you represent that you understand that physical exercise involves strenuous physical movement, and that such activity carries the risk of injury whether physical or mental. You are responsible for exercising within your limits and seeking medical advice and attention as appropriate. Not all exercises are suitable for everyone. You understand that it is your responsibility to judge your physical and mental capabilities for such activities and to ensure that by participating in classes and activities from Grokker, you will not exceed your limits while performing such activity. You will select the appropriate level of classes for your skills and abilities, as well as for any mental or physical conditions and/or limitations you have.
It is advised that you seek the advice of a physician before beginning any physical exercise regimen, routine, or program, including participating in the activities shown on the Service, including the use of any suggested equipment shown in any of the Content. As with any exercise program, if at any point during your workout you begin to feel faint, dizzy or have physical discomfort, you should stop immediately.
You understand that, from time to time instructors may suggest the use of equipment, physical adjustments, poses, moves and instruction and it is your sole responsibility to determine if any such suggestions or comments are appropriate for your level of ability and physical and mental condition. All such suggestions and comments are not required to be performed by you and are carried out at your election while viewing Grokker videos and using the Service. Nothing contained in the Service should be construed as any form of medical advice or diagnosis.
Grokker, "BE A BETTER YOU" and the KK logo are trademarks of Grokker in the United States. Other trademarks, names and logos on this Grokker’s website are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on Grokker’s website, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Grokker, Copyright © 2019 Grokker. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
The mobile application software that is provided to you through the Service and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if you are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users
- only as Commercial Items and
- with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
Grokker respects the intellectual property rights of others, and we ask you to do the same. Grokker may, in appropriate circumstances and at our discretion, terminate service and/or access to Grokker’s website for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our website, please provide Grokker’s designated agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed 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 at Grokker’s website, and information reasonably sufficient to permit Grokker to locate the material.
- Information reasonably sufficient to permit Grokker to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Grokker’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:
Attn: Copyright Infringement Agent
560 S. Winchester Blvd.
San Jose, CA 95128
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Grokker designated agent that includes all of the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Grokker may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
Grokker reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.
YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, GROKKER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF. GROKKER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THE CONTENT OF ANY SITES LINKED TO GROKKER’S WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY
- ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
- PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES,
- ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
- ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES,
- ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR
- ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. GROKKER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GROKKER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL
- GROKKER BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, UPLOADING OR DOWNLOADING ANY CONTENT TO OR FROM GROKKER’S WEBSITE OR SERVICES,
- GROKKER BE LIABLE FOR ANY INDIRECT, EXTRAORDINARY, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING FROM OR RELATING TO THE SERVICES OR GROKKER’S WEBSITE, EVEN IF GROKKER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND
- GROKKER’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND GROKKER’S WEBSITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO GROKKER FOR THE SERVICES AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. GROKKER DISCLAIMS ALL LIABILITY OF ANY KIND OF GROKKER’S LICENSORS AND SUPPLIERS.
The Service is controlled and offered by Grokker from its facilities in the United States of America. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Grokker, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
- your use of and access to the Service;
- your violation of any term of these Terms of Service;
- your violation of any third party right, including without limitation any copyright, property, or privacy right; or
- any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
You may opt-out of this Arbitration Agreement and Class Action Waiver (“Arbitration Agreement”) by emailing us at email@example.com the following information: (1) your name; (2) your address; and (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Your decision to opt-out of this arbitration provision will have no adverse effect on your relationship with us, but we must receive this opt-out request within 30 days from the date that you first consent to these Terms of Service. Any opt-out request received after this deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
UNLESS YOU OPT-OUT OF THESE ARBITRATION PROCEDURES AS SET FORTH ABOVE AND EXCEPT AS OTHERWISE DESCRIBED HEREIN:
YOU AND GROKKER EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED BELOW, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, RATHER THAN IN COURT, IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
You and Grokker agree to arbitrate – rather than litigate in court – any and all claims or Disputes that may arise between you and Grokker, as defined below.
For the purpose of this Arbitration Agreement the term “Grokker” means Grokker, Inc. and any of its parent companies or organizations, subsidiaries, affiliates, and each of their managers, owners, officers, directors, employees, or agents. The term “Dispute” means any claim or dispute that may arise out of or in any way relates to your relationship with Grokker, including without limitation regarding these Terms of Service, your use of the Service, or the Grokker services that we, our affiliates, and/or our service providers (on our behalf) may provide to you in connection with your use of the Service, including, without limitation, any Dispute based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability, or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced. However, in no event shall this Arbitration Agreement prevent you, in your individual capacity, from filing or joining a complaint with any federal, state, or local government agency that is authorized by law to seek relief against Grokker on your behalf. The arbitration between you and Grokker will be binding, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof.
Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their Disputes and potential Disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such Dispute(s) decided in a lawsuit, in court, by a judge or jury trial. This Arbitration Agreement provides that all Disputes between you and Grokker shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this Arbitration Agreement, you might otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is very limited.
The arbitrator’s authority is governed by these Terms of Service. You and Grokker agree that an arbitrator must follow and be governed by this Arbitration Agreement and may only award such relief as a court of competent jurisdiction could award, limited to the same extent as a court would limit relief pursuant to these Terms of Service. An arbitrator may award attorneys’ fees and costs if a court would be authorized to do so and may issue injunctive or declaratory relief if that relief is required or authorized by the applicable law, but that injunctive or declaratory relief may not extend beyond you and your dealings with us, and may not include class or collective action relief. Discovery may be limited in arbitration, and procedures are more streamlined than in court.
Notwithstanding this Arbitration Agreement, you and Grokker may bring appropriate claims against each other regarding Disputes in small claims court, if the claims fall within the small claims court’s jurisdiction, or, on an individual and not class or collective action basis, before any other federal, state, or local government agency authorized by law to hear your claims.
Any dispute relating in any way to your visit to grokker.com or your use of the Service shall be submitted to confidential arbitration in San Jose, CA, or in the federal judicial district in which you reside, except that, to the extent you have in any manner violated or threatened to violate Grokker’s intellectual property rights, Grokker may seek injunctive or other appropriate relief in any state or federal court in San Jose, CA, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration, collective action, consolidated proceedings, or otherwise.
- Class Action Waiver
You and Grokker agree that all Disputes between you and Grokker will be arbitrated individually, and that there will be no class, representative, or consolidated actions in arbitration. If you or we bring a claim or Dispute in small claims court, the class action waiver will apply, and neither of the parties can bring a claim on a class or representative basis. Furthermore, neither you nor Grokker may participate in a class or representative action as a class member if the class action asserts claims or Disputes that would fall within the scope of this Arbitration Agreement if they were directly asserted by you or us. Notwithstanding the foregoing, this Arbitration Agreement shall not prohibit you or Grokker from participating solely in your individual capacity in any judgment or settlement in any litigation brought by a federal, state, or local government on behalf of you or us, excluding litigation brought by any relator or party in its capacity as a private attorney general. We both agree that this Class Action Waiver is an essential part of our Arbitration Agreement and that, if this Class Action Waiver is found to be unenforceable by any court or arbitrator, then the entire Arbitration Agreement set forth in this section will not apply to any claim or Dispute between you and us. This Class Action Waiver may not be severed from our Arbitration Agreement.
- Informal Dispute Resolution
You and Grokker agree to try to resolve Disputes informally before resorting to arbitration. If the Dispute cannot be resolved by telephone, you agree to notify us of the Dispute by sending a written description of your claim to Grokker, Inc at 560 South Winchester Blvd., Suite 150, San Jose, CA 95128, so that we can attempt to resolve it with you. If we do not satisfactorily resolve your Dispute within 30 calendar days of receiving notice of it, then you may pursue the Dispute in arbitration. Neither you nor we may initiate arbitration without first providing the other notice of the Dispute and following the informal Dispute resolution procedure provided in this paragraph.
- Arbitration Procedures
If the Dispute is not resolved by the Informal Dispute Resolution procedure described above, then either you or Grokker may initiate arbitration proceedings. You and Grokker agree that this website and your use of Grokker’s Service affects interstate commerce and that the Federal Arbitration Act applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA”), and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a representative or class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement.
The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the Dispute asserted in arbitration is for less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. If the Dispute asserted is for $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. If there is a conflict between the AAA’s rules and this Arbitration Agreement, this Arbitration Agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your Dispute and any claims for relief to Grokker, Inc at 560 South Winchester Blvd., Suite 150, San Jose, CA 95128. You must also comply with the AAA’s rules regarding initiation of arbitration. We will pay all filing fees and costs for commencement of an arbitration, but you will be responsible for your own attorneys’ fees and costs unless otherwise determined by the arbitrator pursuant to the terms of this Arbitration Agreement or applicable law. We will not seek to recover our fees and costs from you in the arbitration unless your claim has been determined to be frivolous. If you are successful in the arbitration, we will pay your reasonable attorney’s fees and costs. If you obtain an award from the arbitrator greater than our last written settlement offer, we will pay you $5,000 in addition to what you have been awarded in the arbitration. The arbitration will be held in a mutually convenient location, which may include San Jose, CA or the federal judicial district within which you reside. If you seek less than $10,000, then you may choose to hold the arbitration in person, via phone, or to have it decided based on written submissions.
- Arbitration Award
The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, except as limited by other provisions of these Terms, and will not have the power to award relief to, against, or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by the FAA or applicable state law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
If any clause within this Arbitration Agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court.
You affirm that you are either eighteen (18) years of age or older, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, or if you are younger than eighteen (18) your parent or legal guardian has agreed on your behalf that you are able to abide by and comply with these Terms of Service.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Grokker without restriction.
By using the Service, you consent to receiving electronic communications from Grokker. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These electronic communications are part of your relationship with Grokker. You agree that any notices, agreements, disclosures or other communications that Grokker sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.
You agree that:
- the Service shall be deemed solely based in California; and
- the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Grokker, either specific or general, in jurisdictions other than California.
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