Last Updated August 28, 2025
Welcome to Groovetime, Inc. (“us”, “our”, “we” or “Groovetime”). Your use of the Groovetime website (“Site”), mobile apps (“Applications”) and services, content and information contained and accessed through the Site and Applications (collectively with the Site and Application, the “Services”) is governed by this Terms of Service Agreement (“TOS”)and the Groovetime Privacy Policy. By accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by this TOSand represent and warrant that you are of legal age to form a binding contract with Groovetime and you are not barred from using the Services under the laws of the United States, your place of residence, or any other applicablejurisdiction. If you do not accept this Agreement, you are not authorized to use the Services.
Your use of, and participation in, certain features and functionality of the Services may be subject to additional terms (“Supplemental Terms”), such as those Supplemental Terms for User Run Contests below governing your use of the Contest features. Such Supplemental Terms will either be set forth below, in the applicable supplemental Service, or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these TOS are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service. These TOS and the Supplemental Terms collectively shall be deemed the “Agreement.”
To use the Services, you must register an account (“Account”) and provide certain information about yourself. You agree to provide and maintain true, accurate, current and complete information about yourself (“Registration Data”). You agree that Groovetime may use your Registration Data to provide Services that you access or use and as otherwise set forth in this Agreement. If you provide any Registration Data that is inaccurate or not current, or Groovetime has reasonable grounds to suspect that such Registration Data is inaccurate or not current, Groovetime has the right to suspend or terminate your account and refuse current or future use of the Services. Not withstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Groovetime.
GROOVETIME DOES NOT LICENSE TO USERS ANY OF THE CHOEROGRAPHY, SOUND RECORDINGS AND THE MUSICAL WORKS THAT ARE MADE AVAILABLE FROM OR THROUGH THE SERVICES.
Subject to your compliance with these TOS, Groovetime grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device (as defined below) that you own or control and to run such copy of the Application solely for your own personal purposes.
You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. The Services may contain User Content provided by other users. You and other users own the Content you and they make available inconnection with the Services (“User Content”). Groovetime is not responsible for and does not control User Content. While Groovetime may provide the ability for users to extract or use User Content created by another user to produce new User Content, Groovetime does not verify or approve such User Content or warrant that such use is permitted under applicable laws, including intellectual property and privacy laws.
You grant Groovetime a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from, and to authorize other users of the Services and other third-parties to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, and publicly any User Content in any format, whether or not now known, and for any purpose, including without limitation for the purpose of operating and providing the Services to you and to our other users. In addition, you grant Groovetime and its users the right to use your name, image, voice and likeness and that of any individual featured in your User Content in connection with the use of your User Content. You are solely responsible for User Content you submit and the consequences of our posting or publishing such User Content. In connection with any User Content you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement; and (ii) you have the express consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement.
You understand that you, and not Groovetime, are entirely responsible for all User Content that you make available through the Services. You agree that Groovetime is not responsible for, and does not approve or endorse, User Content. Groovetime does not make any representations or warranties with respect to User Content. Under no circumstances will Groovetime be liable in any way for any User Content and you agree to bear all risks associated with the use of any User Content.
Unless expressly agreed to by Groovetime in writing elsewhere, Groovetime has no obligation to store any User Content. Groovetime has no responsibility or liability for the deletion or accuracy of any Content, including User Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain features and functionality of the Services may enable you to specify the level at which the Services restricts access to your User Content. In such cases, you are solely responsible for applying the appropriate level of access to your User Content. If you do not choose a level of access, the system may default to its most permissive setting. Please remember that other users may be able to search for, see, use, modify and/or reproduce any of your User Content that you submit to any area of the Services that is accessible by other users.
Notwithstanding anything contained herein to the contrary, by submitting your User Content to any forums, comments, or any other area on the Services, you hereby expressly permit Groovetime to identify you by your username (which may be a pseudonym) as the contributor of your User Content in any publication in any form, media or technology now known or later developed in connection with your User Content.
The Services are for your personal and noncommercial use. You agree not to use the Services, without Groovetime’s express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming. In addition to any other restrictions set forth in this Agreement, and without limiting those restrictions, when using the Services, you agree not to: (a) make unauthorized copies or derivative works of any content made available on or through the Services; (b) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services; (c) attempt to decipher, decompile, disassemble, or reverse engineer any of the software or source code comprising or making up the Services; frame or link to any of the materials or information available on the Services; (d) alter, deface, mutilate, or otherwise bypass any approved software through which the Services is made available, and (e) transmit data or information that is harmful to or interferes with the Services or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.).
In addition, you are prohibited from publishing, transmitting, distributing or storing content, material, information or data that: (f) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (g) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, withoutlimitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); (h) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”), (i) collecting or harvesting any information relating to an identified or identifiable individual, including account names and information about users of the Services, or (j) violating any applicable federal, state, or local laws or regulations or this Agreement.
You are solely responsible for your interactions with other users of the Services and anyother parties with whom you interact through the Services; provided, however, that Groovetime reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that Groovetime will not be responsible for any liability incurred as the result of your interactions with other users. You interact with other users at your own risk.
Groovetime may provide tools through the Services that enable you to export information, including User Content, to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”) (collectively, the “Third-Party Services”), including through features that allow you to link your Account with an SNS account, or through our implementation of third-party buttons (such as “like” or “share”buttons). By using one of these tools, you agree that Groovetime may transfer that information to the applicable Third-Party Service. Groovetime is not responsible for any Third-Party Service’s use of your exported information.
The Services may contain links to Third-Party Services. When you click on a link to a Third-Party Service, we will not warn you that you have left the Services and you become subject to the terms and conditions (including privacy policies) ofanother website or destination. Such Third-Party Services are not under the control of Groovetime. Groovetime is not responsible for any Third-Party Services. Groovetime provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection there with. You use all links in Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” setforth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section,with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
a) You acknowledge and agree that (i) this Agreement is concluded between you and Groovetime only, and not Apple, and (ii) Groovetime, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Termsof Service.
b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect tothe App Store Sourced Application. As between Groovetime and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Groovetime.
d) You and Groovetime acknowledge that, as between Groovetime and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
e) You and Groovetime acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Groovetime and Apple, Groovetime, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
f) You and Groovetime acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Groovetime and Apple, Groovetime, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
We do not proactively and routinely screen or monitor the User Content, although were serve the right in our sole discretion to pre-screen, refuse to display or remove any User Content. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of your User Content, including without limitation chat, text, or voice communications. Without limiting the foregoing, Groovetime shall have the right to remove any User Content that, as determined in Groovetime’s sole discretion, violates the Agreement or is otherwise objectionable.
Without limiting the foregoing, Groovetime reserves the right to: (a) remove or refuse to post any of your User Content for any or no reason in our sole discretion; (b) take any action with respect to any of your User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Groovetime; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or theirright to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Services or if Groovetime otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Groovetime, may, at its sole discretion immediately terminate your license to use the Services, or change, alter or remove your User Content, in whole or in part, without prior notice to you.
If Groovetime believes that criminal activity has occurred, Groovetime reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Services, including your User Content, in Groovetime’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that your User Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Groovetime, its users or the public, and all enforcement or other government officials, as Groovetime in its sole discretion believes to be necessary or appropriate.
Groovetime makes available an in-game token called “Groovys” for use through the Services only. Groovys have no equivalent cash value andcannot be reloaded, resold, transferred for value, traded or sold on secondary markets, redeemed for cash (except to the extent required by law), or applied to any other Account. Groovetime is not obligated to exchange Groovys for anyother thing of value. Groovys may be purchased in amounts and denominations determined by Groovetime in its sole discretion. In certain instances, Groovetime may issue Groovys to your Account without charge as promotional credit based on your activities through the Services. Any Groovys you receive as promotional credit may be subject to additional terms and may be subject to expiration if not used within the timeframe specified when such promotional credits are issued.
Your acquisition or purchase of Groovys only entitles you to receive a limited, personal, non-transferable, non-sublicensable revocable license to access and use Groovys in connection with the Services solely for your personal, private entertainment and only in the ways permitted by Groovetime under these Terms of Service and any Supplemental Terms. Your limited license to use Groovys may be terminated if (i) you violate the Terms of Service or any Supplemental Terms, (ii) your Account is suspended or terminated, or (iii) these the Terms of Service or the Services are terminated. By acquiring, purchasing or using Groovys through the Services, you acknowledge and agree that Groovetime has the absolute right to manage, regulate, control, modify and/or eliminate Groovys as it sees fit in its sole discretion to the extent legally permissible, and Groovetime shall have no liability to you or anyone for the exercise of such rights.
You shall pay all fees or charges for purchases of Groovys, as well as for any other purchases you make or charges you incur through the Services (collectively, (“Fees”) in accordance with the fees, charges and billing terms in effect at the time a purchase is made and/or a Fee is due and payable. By providing Groovetime and/or our Payment Processor (as defined below) with your payment information, you agree that Groovetime and/or our Payment Processor is authorized to immediately charge your payment method for all Fees due and payable to Groovetime here under and that no additional notice or consent is required. You shall immediately notify Groovetime of any change in your payment information to maintain its completeness and accuracy. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible. Your failure to provide accurate payment information to Groovetime and/or our Payment Processor or our inability to collect payment constitutes your material breach of this Agreement. Except as required by law, all payments for purchases of Groovys, and any other Fees, are final and not refundable.
In addition to enabling in-App purchases, Groovetime also uses Stripe as its third-party service provider for applicable payments services (e.g., card acceptance, merchant settlement, and related services) (“Payment Processor”). Please note that online payment transactions may be subject to validation checks by our Payment Processor and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Processor uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Processor may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided underthis Agreement. If Groovetime determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Groovetime shall collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Groovetime, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Groovetime for any liability or expense Groovetime may incur in connection withsuch Sales Taxes. Upon Groovetime’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
You shall make all payments of Fees to Groovetime free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Groovetime shall be your sole responsibility, and you shall provide Groovetime with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
It is Groovetime’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Groovetime by the respective intellectual property owner ortheir legal agent. If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) 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 and information reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(v) 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 owner, its agent, or the law; and
(vi) 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.
Contact information for our designated Copyright Agent to receive notifications of claimed infringement and other notices relating to User is as follows: copyright@groovetime.com. For clarity, only DMCA notices and notices relating to complaints in connection with User Content or violations of this Agreement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be addressed to our standard support contacts as identified on the Services.
Any dispute related to the Services shall be governed by, and construed and interpreted in accordance with, the laws of the State of California without regard to its conflict of laws principles and will specifically not be governed by the United Nations Conventions On Contracts For The International Sale Of Goods, if otherwise applicable.
You expressly agree that your athletic activities (including, but not limited to, dancing) carry certain inherent and significant risks of bodily injury or death and that you voluntarily assume all known and unknown risks associated with these activities even if caused in whole or part by the action, inaction or negligence of Groovetime or by the action, inaction or negligence of others. We are not responsible in any way for any health problems or injuries, including, without limitation, incapacity or death, which may result from or be related to your use of or inability to use the Services.
You shall indemnify and hold Groovetime, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Groovetime Party” and collectively, the “Groovetime Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) your User Content; (ii) your use of, or inability to use, the Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. Groovetime reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Groovetime in asserting any available defenses. This provision does not require you to indemnify any of the Groovetime Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.
11.1. GROOVETIME, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE. GROOVETIME WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO ANY USER, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU USE THE SERVICE AND ANY CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU UPLOAD TO THE SERVICE.
11.2. GROOVETIME DOES NOT WARRANT THAT: (I) THE SERVICE WILL OPERATE ERROR FREE, (II) THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR DESTRUCTIVE FEATURES; AND (III) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN GROOVETIME WILL NOT BE RESPONSIBLE FOR THOSE COSTS.
11.3. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, GROOVETIMED ISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NO TLIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
11.4. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE GROOVETIME PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE GROOVETIME PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT GROOVETIME DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. GROOVETIME MAKES NO WARRANTY THAT THE SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GROOVETIME MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.
11.5. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE GROOVETIME PARTIES BELIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ORDAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY GROOVETIME PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OFLIABILITY DOES NOT APPLY TO LIABILITY OF A GROOVETIME PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A GROOVETIME PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A GROOVETIME PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. TO THE FULLEST EXTENT PERMITTED BY LAW, THE GROOVETIME PARTIES’ LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (i) THE FEES YOU HAVE PAID US, (ii) U.S. $100 OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A GROOVETIME PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A GROOVETIME PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A GROOVETIME PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.6. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GROOVETIME AND YOU.
Groovetime reserves the right to update the Agreement at any time and for any reason in its sole discretion. Groovetime will notify you of any material changes to the Terms of Use. By continuing to access or use the Services after we have provided you with notice of a modification, you are agreeing to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Services.
Groovetime and its third party service providers may make improvements and/or changes in the Services, products, services, mobile applications, features, programs, and prices described at any time and for any reason in its sole discretion. The mobile application may download and install upgrades, updates and additional features in order to improve, enhance, and further develop the Services. Groovetime reserves the right at any time to modify or discontinue, temporarily or permanently, the Services or any portion thereof with or without notice. You agree that Groovetime shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement.
You agree that Groovetime may, under certain circumstances and without prior notice, immediately terminate your account and/or access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Agreement or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other government agencies. Termination of your account may include removal of access to all offerings within the Services, deletion of your information, files and User Content associated with your account. Further, you agree that all terminations shall be made in Groovetime’s sole discretion and that Groovetime shall not be liable to you or any third party for any termination of your account or access to the Services.
The Services may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Groovetime intends to announce such service or Content in your country. The Services are controlled and offered by Groovetime from its facilities in the United States of America. Groovetime makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Groovetime and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
15.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Groovetime agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Groovetime may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Groovetime may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
15.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Groovetime. If that occurs, Groovetime is committed to working with you to reach a reasonable resolution. You and Groovetime agree that good faith informal efforts to resolve Disputes can result in a Groovetime therefore- agree that before either party commences arbitration against the other (or initiates prompt, low cost and mutually beneficial outcome (“Informal DisputeResolution”). You and an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal DisputeResolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by theparties. Notice to Groovetime that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to info@groovetime.com or regular mail to our offices located at 2261 Market Street, STE4255, San address associated with your Account (if you have one); (2) the name, telephone number, mailing- Francisco, CA 94114. The Notice must include: (1) your name, telephone number, mailing address, e mail address and e-mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of lawfirms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
15.3 Waiver of Jury Trial. YOU AND GROOVETIME HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OFA JUDGE OR A JURY. You and Groovetime are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
15.4 Waiver of Class and Other Non-Individualized Relief. YOU AND GROOVETIME AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 16.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, thearbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 16.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of afinal decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Groovetime agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Groovetime from participating in a class-wide settlement of claims.
15.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Groovetime agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currentlyavailable at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
Aparty who wishes to initiate arbitration must provide the other party with a request for arbitration (the address of the party seeking arbitration and the account username (if applicable) as well as the email- “Request”). The Request must include: (1) the name, telephone number, mailing address, e mail address associated with any applicable Account; (2) a statement of the legal claims being asserted and calculation of the amount in controversy in United States dollars; (4) a statement certifying completion- of the factual bases of those claims; (3) a description of the remedy sought and an accurate, good faith the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation ordiscovery.
Unless you and Groovetime otherwise agree, or the Batch Arbitration process discussed in Section 16.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where youreside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
You and Groovetime agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
15.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 16.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
15.7 Authority ofArbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreementor any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 16.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 16.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 16.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 16.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 16.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
15.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule ofCivil Procedure 11(b)). If you or Groovetime need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
15.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Groovetime agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Groovetime by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, onehearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a solestanding arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Groovetime.
You and Groovetime agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
15.10 30-Day Right to OptOut. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Groovetime, Attn: Legal, 2261 Market Street, STE4255, San Francisco, CA 94114, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
15.11 Invalidity,Expiration. Except as provided in Section 16.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Groovetime as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
15.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Groovetime makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Groovetime at 2261 Market Street, STE 4255, San Francisco, CA 94114, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you rejectany change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Groovetime will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
16.1. Electronic Communications. The communications between you and Groovetime may take place via electronic means, whether you visit the Service or send Groovetime emails, or whether Groovetime posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Groovetime in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Groovetime electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
16.2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Groovetime’s prior written consent. Groovetime may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.3. Force Majeure. Groovetime shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
16.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: info@groovetime.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.5. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800)952-5210.
16.6. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Groovetime agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in the state of California.
16.7. Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse desparties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
16.8. Notice. Where Groovetime requires that you provide an email address, you are responsible for providing Groovetime with a valid and current email address. In the event that the email address you provide to Groovetime is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Groovetime’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Groovetime at the following address: 2261 Market Street, STE 4255, San Francisco, CA 94114. Such notice shall be deemed given when received by Groovetime byletter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
16.9. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.10. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
16.11. Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exportedor re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (A) you are not located in acountry that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Groovetime are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Groovetime products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
16.12. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
The following provisions apply only if you are located in the countries listed below.
17.1. United Kingdom. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
17.2. Germany. Notwithstanding anything to the contrary in Section 12 (Limitation of Liability), Groovetime is also not liable for acts of simple negligence (unless they cause injuries to or death ofany person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
Last Updated August 28, 2025
Through the Services, Groovetime may empower users, from time to time, to create and discover opportunities to enter dance competitions (“Contests”). If you are a user sponsoring (such party, the “Sponsor”) or participating (such party, the “Participant”) in a Contest, then your use of such Services is governed by these Supplemental Terms, which are incorporated into Groovetime’s Terms of Service Agreement by reference. All capitalized terms not defined herein shall have the same meaning given to them under the Terms of Service Agreement.
By creating a Contest, Sponsors can engage with individuals in their communities to compete and potentially earn financial payouts in connection with Contest successes. The Services manage relevant aspects of the administration of the Contest, including enabling the Sponsors to establish any pay-in amount (subject to the limitations set forth below), judging entries’ skill using its proprietary artificial intelligence technology (“Groovetracker”), tracking Contest results and any corresponding users’ prizes (if applicable), and managing payouts of any such prizes. Sponsor and Participants understand that all Contests are solely sponsored by the Sponsor, who is solely responsible for the design, operation, and legality of the Contest. Groovetime in no way sponsors or endorses any Contest. All Contests are subject to the Official Rules made available by the applicable Sponsor and the terms and conditions of this Agreement.
2.1. Sponsor’s Responsibilities. Sponsor shall be responsible for all aspects of the design, administration, and execution of any dance challenge, including, without limitation, the manner in which the Contest is administered and compliance with all applicable laws, rules and regulations and social media guidelines and policies (collectively, the “Laws and Policies”), and all other matters arising or resulting from the Contest. In addition, Sponsor shall:
2.1.1. Official Rules. Sponsor shall draft and make available to all potential Participants a set of Official Rules to govern the Contest, which shall include all disclosures necessary under applicable Laws and Policies. Such Official Rules shall incorporate, at minimum, those rules listed in Section 3 below, as well as a description of who can enter, a description ofhow to enter (which includes submitting original video entries of a particular dance performed by Participant through Groovetime’s Services), any fees for participation, all key dates, including deadlines for entry, the number of winners, a description of the prize(s) including amounts, and any other material term of the Contest.
2.1.2. Call-to-Action Marketing. Sponsor shall include a hyperlink to the Official Rules in any marketing, advertising, or promotion of the Contest, as well as the material terms of the Contest.
2.2. Entering Contests. Participants can enter Contests by redeeming with Groovetime a “buy-in” amount of Groovys set by the Sponsor for each Contest, subject to any minimum or maximum amounts set by Groovetime in its sole discretion. Sponsor may not make any representations regarding a cash-equivalent amount of Groovys (e.g., that the “buy-in” is X dollars to be paid in the form of Y Groovys). On behalf of Sponsor, Groovetime will calculate the eligible US Dollar payout amount for Contest winners as determined by Groovetime based on the total amount of Groovy redeemed with Groovetime for the particular Contest. Groovetime shall pay to Sponsor an amount based on the total amount of Groovys redeemed for the applicable Contest. While Sponsors are able to use the Services to set the terms of each Contest, Groovetime retains sole responsibility for redeeming Groovys and facilitating payouts, subject to the information about the Contest results provided through the Services by the Sponsor and/or users. For avoidance of doubt, Groovetime does not hold funds on behalf of Sponsors or users; rather, Groovetime provides the service of redeeming Groovys for Contest participants and facilitating payouts of Contest prizes through the Services.
2.3. Indemnification. Sponsor shall indemnify, defend and hold Groovetime, its affiliates and subsidiaries, and the directors, officers, shareholders, members, employees and agents of each of the foregoing harmless from and against any and all liabilities, damages, injuries, claims, suits, judgments, causes of action, and expenses (including reasonable attorneys’ fees, court costs and out-of-pocket expenses) suffered or incurred by Groovetime as a result of: (i) the design or execution of the Contest or (ii) any breach of any representation, warranty, or covenant made by Sponsor hereunder.
2.4. Disclaimer. Any information provided to you by Groovetime in connection with any Laws or Policies concerning the Contest is for informational purposes and should not be taken as legal advice or guidance. Regardless of the fact that certain features may be made available to you herein and through the Services to assist in the design, administration, and execution of the Contest, Groovetime is not responsible for assisting you in complying with your obligations under such Laws and Policies. You acknowledge that you are solely responsible for compliance with such Laws and Policies and hereby represent and warrant that the manner in which the Contest will be designed, administered, and executed will comply with all applicable Laws and Policies in every jurisdiction where the Contest is run; as well as any applicable social media policies and guidelines and the Contest Rules. You agree to familiarize yourself with and comply with the applicable Laws and Policies pertaining to the design, administration, and execution of the Contest.
2.5. Contest Content. Sponsor is solely responsible for obtaining rights to any Content necessary for the operation of the Contest. Sponsor represents and warrants that their provision of and the use of any such Content in connection with the Contest by Sponsor, Participant or Groovetime shall not infringe upon any copyright, trademark, patent, trade secret, right of privacy, or other right of a third party.
The following rules shall apply to any Contest administrated through the Services:
3.1. Eligibility. Unless otherwise stated by Sponsor, all Contests are open to legal residents of the fifty (50) United States (other than CO, CT, and MD), the District of Columbia, and any other location where the Contest is not prohibited or restricted by law, who are at least eighteen years of age (or the age of majority in the jurisdiction where the entrant resides, if older than 18). Void where prohibited or restricted bylaw. The Contests are not open toresidents of Cuba, Iran, North Korea, Quebec, Russia, Syria, the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of the Ukraine, or any other jurisdiction where the Contest is restricted or prohibited by law, nor to any individual declared a “Specially Designated National” by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), included on a sanctions lists of any other country, on the U.S. Department of Commerce’s Denied Persons List, or the banned persons lists of any other country.
3.2. Buy-Ins and Payouts of Winnings. In order to participate in a Contest that involves any buy-in or payouts, you must have sufficient Groovys in your Account or you may purchase additional Groovys in accordance with theTerms of Service Agreement. The buy-in amount for any particular Contest—meaning the amount of Groovys you must redeem with Groovetime to participate in the Contest—is set by the Sponsor (subject to any minimum or maximum amounts set by Groovetime in its solediscretion). By redeeming the required amount of Groovys with Groovetime, Groovetime provides you access through the Services to participate in the Contest subject to the Official Rules.
Payouts of Contest prizes are paid by Groovetime based on information provided by Sponsor regarding the results of the Contest. Other than providing the Groovetracker services and related Contest data, Groovetime is not responsible for the final judging or otherwise determining any Contest outcome. If eligible, in order to receive payouts, each Participant must create an account with Groovetime’s payout services provider (the “Payout Provider”), agree to the applicable Payout Provider terms of service, and meet any additional criteria established by Groovetime and/or Payout Provider. You alsomust provide an eligible payout account (which may include accounts with third-party wallet providers such as PayPal) that can accept payments from Payout Provider. You agree to provide accurate and complete information in order for Groovetime and/or Payout Provider to process and disburse payouts to you through the Services, and you represent and warrant that you are the owner of the payout account you provide and have the right to receive payment to the account. Groovetime is not responsible for a Participant’s failure to create anaccount or otherwise receive payouts in connection with Contests.
Subject to the foregoing, Groovetime (through Payout Provider) will generally initiate disbursements of Contest prizes (i.e.,make payouts) to eligible prize winners for a particular Contest within three (3) business days of the end of the Contest, subject to these Supplemental Terms. If payment is made to a Participant in error, or if a Participant receives funds to which the user is not otherwise entitled to receive at the time of disbursement, Groovetime or the Payout Provider has the right to recoup such amounts from the user, including without limitation by initiating a debit or charge to any account provided by the user in connection with the Services.
In some cases, settlement of funds could be temporarily delayed by an issue at Groovetime, the Payout Provider, or the user’s designated financial institution. Groovetime is not obligated to reimburse any expenses due to delayed settlements. In addition, the user’s designated financial institution’s settlement and account crediting procedures may at times cause delays in the crediting of funds to the user’s linked bank account (if applicable) or other payment account, and Groovetime does not have control over these delays.
All buy-ins are final and Groovetime will not, and is not obligated to, provide any refunds or otherwise return Groovys to any user. Participants agree that Groovetime reserves the right to manage risks associated with providing the Services by withholding payouts (or instructing Payout Provider to withhold payouts) to any or all participants in a Contest at Groovetime’s sole discretion if Groovetime suspects or detects fraud or other illicit activity (whether with respect to the Contest generally or the payment specifically), or Groovetime otherwise believes that there is a risk of chargeback or reversal of any prior Participant purchase of Groovys.
3.3. Judging. All Contest entries shall be scored on their accuracy to the dance provided by Sponsor using Groovetime’s proprietary artificial intelligence model. The winner shall be the Participant with the highest accuracy score.
3.4. Prize Terms. Groovetime will attempt to notify Winners within three (3) business days of the end of the Contest entry period. The right to receive a prize cannot be transferred or assigned. No cash or other prize substitution is permitted, except at the sole discretion of the Sponsor or Groovetime. The prize is subject to availability and if the prize cannot be awarded for any reason, Sponsor and Groovetime reserve the right in their sole discretion to substitute the prize with one of comparable or greater retail value. Each winner is solely responsible for all federal, state, local, or other applicable taxes associated with the acceptance and use of the prize. Each winner agrees and acknowledges that Sponsor (or Groovetime or its third party processor) maybe required to withhold and remit a portion of prize value to comply with applicable tax laws. Each winner also agrees to provide Sponsor (or Groovetime or its third party processor) with a valid social security number or any other information Sponsor, Groovetime or its third party processor may require in connection with applicable tax reporting or withholding requirements or other laws or regulations. All costs and expenses associated with prize acceptance and use not specifically provided in the Official Rules are the responsibility of the winner.
3.5. Taxes. You acknowledge and agree that you are solely responsible for the payment of any taxes associated with any prizes or other amounts paid to you by Groovetime through the Services. Groovetime will not withhold or make payments for any applicable taxes or other amounts. Groovetime will make available to you required tax information reports, such as IRS Form 1099, and you agree to provide any information requested by Groovetime or Payout Provider to be ableto such tax forms. You also agree to ensure that your Account information, including your email address, is currentand that you can receive communications from Groovetime or Payout Provider to such email address. Furthermore, nothing in this Agreement or related to your use of the Services (whether as a Sponsor, Participant, other user, or otherwise) is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Groovetime and you or any other Contest Participant.
3.6. Publicity. Except where prohibited by law, by accepting a prize, a winner hereby grants Sponsor and Groovetime an irrevocable, perpetual, worldwide, royalty-free, non-exclusive and sub-licensable right and license to use, distribute, and publicly display the winner’s name and information about the prize award, inany way, at any time, in any and all media, including without limitation, for use in advertising and marketing, without any additional approval or consideration. By accepting a prize, a winner represents and warrants that they have the right to grant the foregoing license.
3.7. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE (I) NEITHER SPONSOR NOR GROOVETIME SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR CONNECTED WITH (A) THE CHALLENGE OR (B) ANY PRIZE AWARDED, AND (II) YOUR REMEDIES FOR ANY CLAIMS RELATING THE CHALLENGE ARE LIMITED TO YOUR ACTUAL OUT-OF-POCKET EXPENSES OF PARTICIPATION IN THE CHALLENGE (IF ANY).
Neither Sponsor nor Groovetime assume any liability nor are they responsible for, and by entering the Contest, you hereby waive and release the Sponsor and Groovetime from, any actions, claims, damages, losses or injuries of any kind (collectively “Claims”) arising in connection with the Contest and/or the receipt, use or misuse of any prize, including without limitation, Claims relating to: (i) the malfunction of any computer, telephone, mobile device, network, satellite, hardware, software or communications line; (ii) unauthorized human intervention; (iii) incorrect,delayed or inaccurate transmission, winner notifications, prize claims or other information or communications relating to the Contest, or the failure to capture or transmit any such information; (iv) damage to any person’s computer or mobile device; or (v) any errors in the Official Rules, winner notificationsor other announcements or communications relating to the Contest. In the event of any ambiguity or error(s) in these Official Rules, Sponsor reserves the right to clarify or modify the Official Rules however it deems appropriate to correct any such ambiguity or error(s).
LEGAL WARNING: ANY ATTEMPT BY AN INDIVIDUAL, WHETHER OR NOT A PARTICIPANT, TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THIS CHALLENGE IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR AND GROOVETIME BOTH RESERVE THE RIGHT TO SEEK DAMAGES AND PURSUE ALL OTHER REMEDIES AGAINST ANY SUCH INDIVIDUAL TOTHE FULLEST EXTENT PERMITTED BY LAW.
Sponsor and/or Groovetime may prohibit an entrant from participating in the Sweepstakes or winning the prize if, in its sole discretion, it determines that said entrant is attempting to undermine thelegitimate operation of the Contest by cheating, deception, or other unfair playing practices (including the use of automated quick entry programs) or intending to annoy, abuse, threaten or harass any other entrants, Groovetime,or Sponsor.
For California Residents Only: You hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at thetime of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
3.8. Reservation of Rights. If the Contest is not practically capable of running as planned for any reason outside the control of the Sponsor, including without limitation, due to a force majeure event or infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, government orders, natural disasters, the effects of COVID-19 or any pandemic or any other causes which corrupt or affect the administration, security, fairness, integrity, orproper conduct of the Contest, Sponsor and Groovetime reserve the right, at its sole discretion, to modify, suspend, or cancel the Contest.
3.9. Privacy. Any personally identifiable information collected during an entrant’s participation in the Contest will be collected and used by Groovetime and Sponsor and its designees for the administration and fulfillment of the Contest and as otherwise described in this Agreement and Groovetime’s privacy policy.
3.10. Winner List. For the name of the winner, you may view the “Completed Contests” section of applicable Sponsor’s profile within sixty (60) days after the end of the entry period for a particular Contest.