Customer Terms of Service

Effective date: 1 July 2024

Groov Limited (“Groov”,“us”,“we”,”our”) is a limited company registered in New Zealand under company number 6826940 and located at Level 6, Chorus House, 66 Wynyard Street, Auckland 1010.

We offer a variety of tools intended to help people and organisations improve their wellbeing. These tools are available online via Groovnow.com, other websites owned by us, and the Groov app (the “Platform”). We also offer support and guidance regarding best-practice use of the Platform (the “Services”) (together, “the Offering”).

The Offering is for informational purposes only, and is not intended as a substitute for medical or other professional advice, and the use of the Offering does not create a doctor/patient or healthcare professional/client relationship of any kind.

These Customer Terms (the “Customer Terms”) describe your rights and responsibilities when using the Offering. These Customer Terms govern the Customer’s (as defined below and on the Order Form) access to and use of our Offering. For any individual being invited to use the Offering by a Customer, the User Terms (the “User Terms”, specifically those relating to Authorised Users) incorporating the Acceptable Use Policy will apply to their access and use of the Offering except as follows:

Any licences granted by an Authorised User to us does not include a licence to reproduce, modify or adapt the Authorised User’s contributions nor to distribute and make these available to third parties nor satisfy our legitimate business interests, other than in order to provide the Offering to the Customer.
We acknowledge that we do not have the right to disclose an Authorised User’s identity to third parties (other than third-party sub-processors with whom we have entered into appropriate data processing terms with) without that Authorised User’s explicit written consent.
We acknowledge and agree that where the User Terms or any subsequent terms which we edit or make available on our website contain provisions contrary to the above exceptions, we agree that the provisions of this Contract apply first, to the extent of any inconsistency.

These Customer Terms form part of a binding agreement (the “Contract”) between Customer and us

Where these Customer Terms are attached to a page entitled “Key details of our relationship” (the “Order Form”), the details and terms on that page, together with these Customer Terms, will form the Contract between us and the Customer.

By accepting these Customer Terms, you warrant that you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

Authorised Users

The Customer is able to authorise individual employees, workers and contractors to access the Offering (an “Authorised User”). Authorised Users may submit content or information to the Offering, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Offering, enable or disable third party integrations, manage permissions, transfer or assign accounts, consolidate accounts with other accounts. Customer will: (a) inform Authorised Users of all Customer policies and practices that are relevant to their use of the Offering and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.

In relation to the Authorised Users, Customer undertakes that: (a) it will not allow or suffer any user account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Offering; and (b) each Authorised User shall keep a secure password for their use of the Offering, and that each Authorised User shall keep his password confidential.

Customer shall not access, store, distribute or transmit any material during the course of its use of the Offering that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to its other rights to Customer, to disable Customer's access to any material that breaches the provisions of this section.

Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Offering in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Offering; or (b) access all or any part of the Offering in order to build a product or service which competes with the Offering; or (c) use the Offering to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Offering available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Offering, other than as provided under the Contract; or (f) introduce or permit the introduction of, any virus into Groov's network and information systems.

Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Offering and, in the event of any such unauthorised access or use, promptly notify us.

We may share information about our future product plans to assist with our product development efforts. Our public statements about those product plans are an expression of intent and you should not rely on them when making a purchase, unless we have agreed in this Contract to commit to any such plans as are specified in this Contract. If Customer decides to buy our Offering, that decision should be based on the functionality or features we have made available on the date of signature and not on the delivery of any future functionality or features.

Use of the Offering

Customer must comply with the Contract and ensure that its Authorised Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way Customer or its Authorised Users choose to use the Offering to store or process any Customer Data. the Offering are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorised Users are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorised Users to access and use the Offering.

Our removal rights

If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Offering, Authorised Users, or any third parties.

Testing our software

Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for commercial use so they are made available “as is,” and any warranties or contractual commitments we make for other Offerings do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

Providing us with feedback

The more suggestions our customers make, the better the Offering become. If Customer sends us any feedback or suggestions regarding the Offering, there is a chance we will use it, so Customer grants us (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorised User or other Customer personnel.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Offering. We acknowledge the restrictions outlined in this Contract regarding us not sharing the Customer’s data or the data of an Authorised User with third parties.

Payment terms

The fees will consist of the Platform Fee, the Server Fee, and the Services Fee. Our fees are specified on the Order Form. All such fees are payable by you on the terms agreed and stipulated on the Order Form, or as otherwise agreed between us in writing. We may agree that our fees will be paid via direct debit. If so, on the Order Form, Customer will be required to provide us with its valid, up-to-date and complete credit card details acceptable to us and any other relevant valid, up-to-date and complete contact and billing details required by us, and hereby authorises us to bill such credit card for the fees specified from the date of signature by you of these Customer Terms, or from the start of any renewal period (where applicable). Throughout the course of the Contract, we may also invoice you for additional fees for additional usage, in accordance with the “Additional Platform usage” section below, or for any enhanced support or any custom-built integrations we agree to build from time-to-time.

Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable.

Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Should any payment for the Offering be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

Additional Platform usage

We give you the flexibility to add Authorised Users to the Platform at any time during the Initial Term.

However, we reserve the right to increase your Platform Fee and/or Server Fee and/or Services Fee where your usage exceeds the User Estimate as defined on the Order Form by 5%, and to invoice you accordingly.

We will discuss any proposed increases to the Platform Fee, Server or Services Fee with you before sending any additional invoices.

Providing the Offering

We will (a) make the Offering available to Customer and its Authorised Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Offering by Authorised Users and any processing related to such use or otherwise necessary for the performance of the Contract.

For any breach of this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Any failure by us to comply with this section shall not be a breach of the Contract to the extent that any non-compliance is caused by use of the Offering contrary to our instructions, or modification or alteration of the Offering by any party other than us or our duly authorised contractors or agents.

Keeping the Platform available

We will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide Customer with advance notice (e.g., through the Offering), if we think it may exceed thirty (30) continuous minutes.

Support

Our standard Support offering entitles you and your Authorised Users to submit support requests by:

using the messenger icon located within the Platform, or
emailing support@groovnow.com, or
emailing a member of the Groov team that you have previously dealt with.

This covers notification of defects, faults and problems you encounter, and requests for guidance that are reasonable in nature and frequency.

Except for weekends and local public holidays, we will respond to your request within 24 hours. Groov has employees placed in various time zones and as such your support requests may get answered outside of your normal local business hours. We will keep you updated as to the status of support requests but make no commitments regarding resolution times.

Our Support also covers any other matters expressly agreed and included under the “Services Fee” on the Order Form.

Excessive requests, repeated training, and requests for new development or functionality (unless expressly included on the Order Form) fall outside the scope of Support and you should purchase enhanced support for such matters. The Customer may purchase enhanced support services separately at our then current rates. We will always discuss and agree with you the enhanced Support you would like us to provide before invoicing you.

Your responsibilities

Customer shall: (a) provide us with all necessary co-operation in relation to the Contract and all necessary access to such information as may be required by us in order to provide the Offering, including but not limited to Customer Data, security access information and configuration services; (b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract; (c) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) ensure that the Authorised Users use the Offering in accordance with the terms and conditions of the Contract and the User Terms and shall be responsible for any Authorised User's breach of the Contract and/or User Terms; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under the Contract, including without limitation the Offering; (f) ensure that its network and systems comply with the relevant specifications provided by us from time to time; and (g) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer's network connections or telecommunications links or caused by the internet.

Protecting Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level compliant with ISO27001. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorised Users do with Customer Data. That is Customer’s responsibility.

For the purposes of the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, and any applicable data protection and privacy legislation in force from time to time in the UK (“Data Protection Legislation”), we shall be the “data processor” and Customer shall be the “data controller” in respect of personal data processed by us on Customer’s behalf during the provision of the Offering.

This paragraph sets out the subject-matter, nature and purpose, duration of the processing, the type(s) of personal data being processed, and the categories of data subjects. We will process Customer Data and any other information about Customer employees input into the Offering by Customer or its employees (including name, position, contact details). We will process such data by virtue of providing our cloud-based software Offering to Customer. The processing will continue for the duration of the Contract.

Both parties will comply with all applicable requirements of the Data Protection Legislation.

We shall, in relation to the Customer Data: (a) process the Customer Data only on the documented written instructions of Customer (including any transfer of the Customer Data outside of the European Economic Area and the United Kingdom) unless we are required by Data Protection Legislation to otherwise process the Customer Data; (b) ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to: the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage of the data; and the nature of the data to be protected, in all cases having regard to the state of technological development and the cost of implementing any measures; (c) ensure that all personnel who have access to and/or process the Customer Data are obliged to keep it confidential; (d) assist Customer, at Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (e) notify Customer without undue delay and, where practicable, within 48 hours, on becoming aware of a personal data breach affecting the Customer Data; (f) at the written direction of Customer, delete or return the Customer Data and copies thereof to Customer on termination of the Contract in accordance with the section headed “Effect of termination” unless required by Data Protection Legislation to store the Customer Data; (g) maintain complete and accurate records and information to demonstrate our compliance with Data Protection Legislation and allow for audits by Customer or Customer’s designated auditor, only so far as is necessary in order to demonstrate compliance, provided that Customer provides us with no less than 30 days’ notice of such audit or inspection; and (h) inform Customer immediately if, in our opinion, an instruction from Customer infringes (or, if acted upon, might cause an infringement of) the Data Protection Legislation.

Customer acknowledges and consents generally to our appointment of third parties as sub-processors of the Customer Data. We confirm that we shall impose on all sub-processors equivalent data protection obligations as set out in these Customer Terms, and we shall remain fully liable for the actions of such sub-processors at all times. We shall give Customer prior notice of the appointment of any new sub-processors and provide Customer with full details of the processing to be undertaken by the sub-processor, thereby giving Customer the opportunity to object to such appointment. If we so notify Customer of any changes to sub-processors and Customer objects to such changes, Customer will be entitled to terminate the Contract (without liability for either party, and such termination will be deemed to be a no-fault termination) if Customer has reasonable grounds for objecting to such changes by reason of the changes causing or being likely to cause Customer to be in breach of the Data Protection Legislation, and Customer will no longer have access to the Offering.

Third party providers

Customer acknowledges that the Offering may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not us. We recommend that Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Offering.

What’s yours is yours

As between us on the one hand, and Customer and any Authorised Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorised Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Offering; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorised Users as may be necessary to grant this license.

And what’s ours is ours

We own and will continue to own our Offering, including all related intellectual property rights. All of our rights not expressly granted by this license are hereby retained. This includes all rights (including intellectual property rights) in any developments, integrations, customisations, modifications and updates we create as requested by you as part of the Support or otherwise.

Contract term

The Contract remains effective for the Initial Term and, unless validly terminated, any applicable Rollover Period. The Contract may be terminated during either the Initial Term or the Rollover Period for cause in accordance with its terms. At the end of the Initial Term, the Contract will automatically renew on a rolling monthly basis and will remain effective for the duration of the Rollover Period, unless and until 30 days prior written notice of termination is given by Customer to Groov. Customer will be provided with at least 60 days notice of any proposed variation to the calculation of the Platform Fee, Server Fee and Services Fee in the Rollover Period as stipulated on the Order Form.

Termination for cause

We or Customer may terminate the Contract on notice to the other party if: (a) the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach; (b) the other party takes or has taken against it any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or if the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or (c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

Customer is responsible for its Authorised Users, including for any breaches of this Contract caused by its Authorised Users.

We may terminate the Contract immediately on notice to Customer if: (a) we reasonably believe that the Offering are being used by Customer or its Authorised Users in violation of applicable law; or (b) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified to make such payment (without prejudice to our right to restrict the Customer’s access to the Platform).

Effect of termination

Upon any termination of the Contract: (a) all rights and access granted to Customer in respect of the Offering shall immediately terminate, and we shall have the right to terminate and/or prevent such access; and (b) we may destroy or otherwise dispose of any Customer Data in our possession unless we receive, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of our receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data. Please note that we are entitled to retain any data (including Customer Data) that we have anonymised.

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of the Contract after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of the Contract after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

Representations and warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with the terms of this Contract and the User Terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, the Offering AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT the Offering WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT the Offering AND/OR THE INFORMATION OBTAINED BY CUSTOMER THROUGH the Offering WILL MEET CUSTOMER'S REQUIREMENTS.

We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Offering may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Limitation of liability

IN NO EVENT WILL CUSTOMER’S OR GROOV’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED NZ$10,000 (£5,000). THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR GROOV HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorised Users. We will not be responsible for any damages, losses or liability to Customer, Authorised Users, or anyone else, if such information is not kept confidential by Customer or its Authorised Users, or if such information is correctly provided by an unauthorised third party logging into and accessing the Offering.

The limitations under this “Limitation of liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Offering.

Nothing in the Contract excludes the liability of either party: (a) for death or personal injury caused by its negligence; or (b) for fraud or fraudulent misrepresentation.

Customer's indemnification of us

Customer will indemnify us (and keep us indemnified), defend, from and against any and all losses, damages, arising from third party claims, actions, suits, proceedings, and demands caused by Customer’s or any of its Authorised Users’ violation of the User Terms.

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including these Customer Terms, the Order Form, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. Details of the Offering, and the results of any performance tests of the Offering, constitute our Confidential Information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential, although information need not be labelled as such to constitute Confidential Information. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled access or disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Providing us with feedback,” “Our removal rights,” “Payment terms,” “What’s yours is yours…,” “And what’s ours is ours,” “Effect of termination,” “Representations and warranties,” “Limitation of liability,” “Customer’s indemnification of Us,” “Confidential Information” and “Survival,” as well as all of the provisions under the general heading “General provisions,” will survive any termination or expiration of the Contract.

General provisions

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Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include without limitation denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, epidemics or pandemics, acts of God, war, terrorism, and governmental action.

Relationship of the parties

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Email notices

Except as otherwise set forth herein, all notices under the Contract will be by email or via the Offering. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Offering.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract. If we wish to make a change to the Contract, we will contact the Customer with reasonable notice prior to the proposed change by emailing the email address associated with Customer’s account and requesting the Customer review the most current version of the Customer Terms. The revised Contract will only become effective on the date upon the Customer’s authorised representative confirming acceptance to the proposed changes in writing, and all changes will become effective upon our receipt of this acceptance.

Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is or becomes invalid, illegal or unenforceable, the provision will be deemed modified so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect. If such modification is not possible, the provision shall be deemed deleted but that shall not affect the validity and enforceability of the rest of the Contract.

Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Groov of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of the Contract after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Entire agreement

The Contract, including these Customer Terms and all referenced pages and the Order Form, if applicable, and a Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorised Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the Data Processing Agreement (if applicable), (2) the terms of the Order Form (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

Governing law and jurisdiction

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of New Zealand.

Each party irrevocably agrees that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims), except that we may take proceedings against Customer in any other court of competent jurisdiction, and the taking of proceedings in any one or more jurisdiction will not preclude us from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

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User Terms of Service

Effective date: 24 July 2023

These User Terms (the “User Terms”) govern your access and use of the Offering. Please read them carefully. Even though you are signing into an existing account, these User Terms apply to you as a user of the Offering.

These User Terms are legally binding

These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Offering, or continue accessing or using the Offering after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy.

Authorised Users

If an organisation or other third party that we refer to in these User Terms as the “Customer” has invited you to an account (e.g. a domain where a group of users may access the Offering), then you are an “Authorised User”. If you are joining one of your employer’s accounts, for example, the Customer is your employer. If you are joining an account created by your friend using her personal email address to work on her business, she is our Customer and she is authorising you to join her account.

If Customer elects to replace you as the representative with ultimate authority for the account, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.

What this means for You as an Authorised User – and for Us

The Customer has separately agreed to our Customer Terms or entered into a written agreement with us (in either case, the “Contract”) that permitted the Customer to create and configure an account so that you and others could join (each invitee granted access to the Offering, including you, is an “Authorised User”). The Contract contains our commitment to deliver the Offering to the Customer, who may then invite Authorised Users to join its workspace(s). When an Authorised User (including you) submits content or information to the Offering, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by the Customer and the Contract provides the Customer with many choices and control over that Customer Data. For example, the Customer may provide or withdraw access to the Offering, enable or disable third-party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels or consolidate your workspace or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Please take a look at our Help Centre pages for more information on our different Offering subscriptions and the options available to the Customer.

The relationship between Authorised Users, the Customer and Us

AS BETWEEN US AND THE CUSTOMER, YOU AS AN AUTHORISED USER AGREE THAT IT IS SOLELY THE CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER AUTHORISED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY OTHER AUTHORISED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF the Offering; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY OTHER AUTHORISED USERS RELATING TO OR BASED ON CUSTOMER DATA, the Offering OR THE CUSTOMER’S FAILURE TO FULFIL THESE OBLIGATIONS. GROOV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO the Offering, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Public Users

If you are accessing the Offering independent of any organisation or third party (e.g. you have downloaded Groov’s free app for personal use), then you are a “Public User”. Some of these User Terms apply specifically to Authorised Users only.

You must be over the legal age

To the extent prohibited by applicable law, the Offering are not intended for and should not be used by anyone under the age of 16. You represent that you are over the legal age and are the intended recipient of the Customer’s invitation to the Offering. You may not access or use the Offering for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

While you’re here, you must follow the rules

To help ensure a safe and productive work environment, all Authorised Users and Public Users must comply with our Acceptable Use Policy and any applicable policies established by the Customer (where applicable). If you see inappropriate behaviour or content, please report it to the Customer (where applicable).

You agree that you will:

not rent, lease, sub-license, loan, provide, or otherwise make available, the Offering in any form, in whole or in part to any person without prior written consent from us;
not copy the Offering, except as part of the normal use of the Offering or where it is necessary for the purpose of back-up or operational security;
not translate, merge, adapt, vary, alter or modify, the whole or any part of the Offering nor permit the Offering or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Offering on devices as permitted in these User Terms;
not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Offering nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Offering to obtain the information necessary to create an independent program that can be operated with the Offering or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities:

is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
is not used to create any software that is substantially similar in its expression to the Offering;
is kept secure; and
is used only for the Permitted Objective;

comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Offering.

Authorised Users are here at the pleasure of the Customer (and Us)

These User Terms remain effective until the Customer’s subscription for you expires or terminates, or your access to the Offering has been terminated by the Customer or us. Please contact the Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

Ownership of your Contributions

By using the Offering, you will provide us with content (including personal data) which you submit or transfer to us via the Websites (your “Contributions”). You are the owner of all intellectual property rights in your Contributions.

By using the Offering, you accept and grant us a perpetual irrevocable worldwide royalty-free licence to use, store, reproduce, modify, adapt, create derivative works and archive your Contributions and to distribute and make them available to third parties in accordance with our Privacy Policy for the limited purpose of enabling us to provide our Offering and satisfy our legitimate business interests in this regard.

If you are an Authorised User, you may give us permission from time to time to distribute some of your Contributions to the Customer (as defined in our Customer Terms) and/or your nominated supervisor(s) within such Customer. Groov will always seek your permission to share your Contributions when your Contributions are not deidentified. You can always revoke such permissions.

Intellectual property rights

All intellectual property rights in the Offering throughout the world belong to us (or our licensors) and the rights in the Offering are licensed (not sold) to you. You have no intellectual property rights in, or to, the Offering other than the right to use them in accordance with these User Terms.

Confidentiality

Your Contributions shall be considered your “Confidential Information”. We are permitted to use, store, reproduce, adapt, create derivative works and archive your Confidential Information and to distribute and make it available to third parties in accordance with our Privacy Policy (including the Customer for Authorised Users) in accordance with these User Terms for the limited purpose of enabling us to provide the Offering and satisfy our legitimate business interests in this regard (the “Permitted Purpose”).

We shall protect your Confidential Information using commercially reasonable efforts and we shall not disclose your confidential information except: (A) For the Permitted Purpose; and/or (B) When required by law, a regulatory authority or legal process, but only after we have (if and to the extent permitted by law) used commercial reasonable efforts to notify you and given you an opportunity to challenge the disclosure.

Limitation of liability

If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy or any of our other policies that can simply be remedied by the Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask the Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling or terminating your account) if the Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Offering, Authorised Users or any third parties.

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these User Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching these User Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; and for fraud or fraudulent misrepresentation.

We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

If our provision of the Offering is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.

Survival

The sections titled “The relationship between You as an Authorised User, the Customer and Us”, “Limitation of liability” and “Survival” and all of the provisions under the general heading “General provisions” will survive any termination or expiry of the User Terms.

General provisions

Email notices

Except as otherwise set forth herein, all notices under the User Terms will be by email. Notices to Groov should be sent to support@groovnow.com. A notice will be deemed to have been duly given the day after it is sent.

Notices under the Contract will be delivered solely to the Customer in accordance with the terms of that agreement.

Privacy policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Offering. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice and all other changes will become effective on the date we publish the change. If you use the Offering after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by a party to exercise any right or remedy provided under the User Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

Severability

The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is or becomes invalid, illegal or unenforceable, the provision will be deemed modified so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect. If such modification is not possible, the provision shall be deemed deleted but that shall not affect the validity and enforceability of the rest of the User Terms.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.

Governing law for disputes

These Terms are governed by and construed in accordance with New Zealand law. You agree to submit to the exclusive jurisdiction of the courts of New Zealand with respect to any claim or matter arising out of or in connection with these Terms or their termination.

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Privacy Policy

Effective date: 15 November 2023

The Offering are for informational purposes only and are not intended as a substitute for medical or other professional advice, and the use of the Offering does not create a doctor/patient or healthcare professional/client relationship of any kind.

This document sets out how we will process information we collect from or about you, or which you provide to us (the “Privacy Policy”).

It is important that you read this Privacy Policy together with any other privacy policy or fair processing policy we may provide on specific occasions when we are collecting, or processing, personal data about you, so that you are fully aware of how and why we are using your data. This Privacy Policy supplements other notices and privacy policies and is not intended to override them.

We operate in many different countries and adopt core principles in Data Protection Laws such as the EU General Data Protection Regulation (EU 2016/679)(“EU GDPR”), UK data protection laws (“UK GDPR”), New Zealand privacy laws and Australia privacy laws as examples when processing your information.

We also adhere to other data protection principles where we operate outside of these jurisdictions and provide you with your data privacy rights accordingly.

If you are an Authorised User (i.e. if you are using the Offering because you created an account or someone else created an account and invited you to that account, as defined in our User Terms), you are the data controller and Groov is the data processor

If you are a Public User (i.e. if you are accessing the Offering independent of any organisation or third party, for example by downloading Groov’s free app for personal use), you are the data controller

If you are not an Authorised User or Public User (i.e. you have inquired about the Offering but are not using the Offering), Groov is the data controller

Information we collect and receive as a data processor

Under Data Protection Laws we collect and process the following information on behalf of our Customers (this can mean your employer or the business you work for). Please note that in respect of this information we are only the data processor, and the Customer is the data controller. If you wish to exercise your rights in respect of the information below, you should contact the data controller. The data controller determines the purpose and means of processing personal information.

Account Information

To set up your Groov account, you or the Customer will provide us with basic information about you which may include your name, employer name, department, job title, direct manager, timezone, email address and password (your Contributions as set out in our User Terms). You will then have the ability to provide optional profile information, such as a photograph or basic demographic data. If you submit payment information in connection with your use of the Offering, we utilise a third party credit card payment processing company to collect payment information, including your credit card number, billing address, and phone number. In such circumstances, the third party service provider, and not us, stores your payment information on our behalf.

Wellbeing Information

By using the Offering, you will provide us with content (including personal data) related to your wellbeing which you submit or transfer to us via the Platform (your Contributions as set out in our User Terms).

Information we collect and receive (“Your Information”) as a data controller

We collect the following information as a data controller. If you wish to exercise your rights in respect of the information below, you should contact us.

CRM Information

If you are considering becoming a Customer and have contacted us to learn more about the Offering, or you have interacted with our Platform in some way, we will collect information about you which we will hold in our CRM system such as your name, employer, position, email address, telephone number, call transcripts (“CRM Information”).

Support Information

If you have a customer support query, or if you have participated in a beta testing programme that we have run, then we may retain a record of the email, telephone call or video call created as part of this process (“Support Information”).

Technical Information

When you use the Offering, our servers automatically record information in server log files. These log files may include information such as your web request, IP address, browser type and settings, referring/exit pages and URLs, number of clicks, date and time stamp information, language preferences, data from cookies and similar technologies, and other such information (“Technical Information”).

Device Information

Groov collects information about devices accessing the Offering, including type of device, what operating system is used, device settings, application IDs, unique device identifiers and crash data. Whether we collect some or all of this often depends on the type of device used and its settings (“Device Information”).

Location Information

We collect and process general information about the location of the device from which you are accessing the Offering (e.g., approximate geographic location inferred from an IP address) (“Location Information”).

Cookie Information

Groov may also include cookies and similar tracking technologies of third parties, which may collect other information about you via the Platform. For more details about how we use these technologies and your opt-out opportunities and other options, please see our Cookie Policy.

Aggregated Information

We also collect, use and share aggregated information such as statistical or demographic data (“Aggregated Information”) for any purpose. Aggregated Information could be derived from Your Information but is not considered personal data in law as this information will not directly or indirectly reveal your identity. For example, we may aggregate your Technical Information to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Information with Your Information so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this Privacy Policy.

Special Categories

From time to time we may ask to collect more sensitive types of information about you in order to conduct our own behavioural science research (such as details about your race or ethnicity, religious or philosophical beliefs, sexual orientation and information about your health). We will clearly outline the time period by which we will hold such information and the extent to which we will de-identify your personal data.

Under Data Protection Laws depending on the jurisdiction we sometimes need your explicit consent to process Special Categories data. Where this is the case our platform is signposted for this.

If you fail to provide personal data

The ability to use our Offering depends on you providing us with Your Information. If you do not do so, we will be unable to provide the Offering for example some of the services cannot be provided if you do not provide certain information.

What we do with Your Information

We have set out below in a table format a description of all the ways we plan to use your personal data and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground, we are relying on to process your personal data where more than one ground has been set out in the table below.

Change of purpose

We will only use Your Information for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us by email using the following address: privacy@groovnow.com

If we need to use Your Information for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process Your Information without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

Marketing communications

We may send you marketing communication. You have the right to object to processing of your personal data for direct marketing purposes. You can unsubscribe from receiving marketing communications from us by using the unsubscribe methods contained in communications we send to you or by contacting us. Where you opt out of receiving marketing communications this will not apply to personal data provided to us as a result of registering for or using our service, your service experience or other interactions with this website.

How long we keep Your Information

We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.

To determine the appropriate retention period for personal information we consider the amount, nature and sensitivity of the personal information, the potential risk of harm from unauthorised use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means and the applicable legal, regulatory, tax, accounting or other requirements.

Unless we agree otherwise, we will retain Your Information for three years or until such time as you ask us to delete your data or where you withdraw any consent you have given us to process Your Information.

Who we share Your Information with

We do not sell your data to a third party. In order to provide you with the Offering, we may share Your Information as follows:

Affiliates and subsidiaries

We may share the information we collect with subsidiaries or group companies of Groov so that we can better understand our audience reach and improve our Offering.

Service providers

We may provide access to or share Your Information with select third parties that perform services on our behalf. These third parties provide a variety of services to us, including without limitation sales, marketing, provision of content and features, analytics, data storage, security, fraud prevention, and other services. You can view a list of these third parties.

Change of ownership

If the ownership of all or substantially all of our business changes, we may transfer Your Information to the new owner so that the Offering can continue to operate. In such case, Your Information would remain subject to the promises and commitments contained in this Privacy Policy until such time as the acquiring party modifies it. If such transfer is subject to additional mandatory restrictions under applicable laws, Groov will comply with such restrictions.

Consistent with the Offering

Please note that your Contributions may be viewable by other Authorised Users in your account if you give us permission to do so and depending on the specific viewing permissions in place by the Customer.

To enforce our rights, prevent fraud and for safety

To protect and defend the rights, property or safety of Groov or third parties, including enforcing contracts or policies, or in connection with investigating and preventing fraud or security issues.

To comply with laws

If we receive a request for information, we may disclose Your Information if we reasonably believe disclosure is in accordance with or required by any applicable law, regulation or legal process.

With consent

Groov may share Your Information with third parties when we have consent to do so.

Transferring Your Information to others

Under data protection laws, where we transfer personal data outside of a country to another country there may be laws in place which states how we should transfer the data. Where this is the case, we ensure the correct safeguard mechanism is in place to protect the transfer for example, by using approved documentation by the local government or regulatory body.

Using the UK/EEA as an example; whenever we transfer Your Information out of the UK/EEA we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented: We will only transfer Your Information to countries that have been deemed to provide an adequate level of protection for personal data by the UK Government or European Commission. Where we use certain service providers, we may use specific contracts approved by the UK Government or European Commission which gives personal data the same protection it has in UK/Europe.

Security of Your Information

Groov takes security of data very seriously. We work hard to protect Your Information from loss, misuse and unauthorised access or disclosure. These steps take into account the sensitivity of the information we collect, process and store and the current state of technology.

Groov has received internationally recognised security certifications. To learn more about current practices and policies regarding security and confidentiality of the Offering, please contact us by email using the following address: support@groovnow.com

Given the nature of communications and information processing technology, Groov cannot guarantee that information during transmission through the Internet or while stored on our systems or otherwise in our care will be absolutely safe from intrusion by others. When you click a link to a third-party site, you will be leaving our site and we don’t control or endorse what is on third-party sites.

Exercising your rights

Where we are a processor: Where we are just the data processor, for instance where the Customer is the data controller, you must contact the data controller directly in order to exercise your rights. If you contact us to exercise your rights in respect of Your Information in respect of which we are just the data processor, we will pass on your request to the data controller and assist them as far as possible in dealing with your request.

Where we hold your data as a result of your employer making use of the Offering: You can contact us via email at support@groovnow.com to delete your data.

Where we are a Controller: You have various rights in respect of Your Information which we set out in more detail below. Data Protection Laws in different countries may offer different rights so do get in touch and we see what we can do. Also not all rights are abosulte so it depends on the circumstances. For example you might want information deleted, however we will not be able to delete it because we need it to fulfil our legal obligations e.g. provide stautotry information to regulatory bodies.

As a baseline You can:

Request access to your personal data: This is known as a " subject access request" and enables you to receive a copy of the personal data we hold about you.
Request correction of your personal data: This enables you to have any incomplete or inaccurate information we hold about you corrected.
Request erasure of your personal data: This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it.
Object to processing of your personal data: This is where we are processing your personal data based on a legitimate interest or those of a third party and you may challenge this. However, we may be entitled to continue processing your information based on our legitimate interests or where this is relevant to any legal claims. See also Marketing communications.
Request restriction of processing your personal information: This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the information's accuracy (b) where our use of the information is unlawful but you do not want us to erase it (c) where you need us to hold the information even if we no longer require it as you need it to establish, exercise or defend legal claims or (d) you have objected to our use of your information but we need to verify whether we have overriding legitimate grounds to use it.
Request transfer of your personal information (“data portability”): This is where in some circumstances we will provide to you or a third party you have chosen your personal data in a structured, commonly used, machine-readable format.
Right to withdraw consent: This is where we are relying on consent to process your personal data. You have the right at any time to withdraw any consent you have given us to process Your Information. This will not affect the lawfulness of any processing carried out before you withdraw your consent. Depending on the processing activity, if you withdraw your consent, we may not be able to provide certain services to you. We will advise you if this is the case at the time you withdraw your consent.

Please note if you withdraw your consent, it will not affect the lawfulness of any processing of Your Information we have carried out before you withdrew your consent. Should you wish to do so you can contact us at any time via email to support@groovnow.com

Automated decision making: This is where decisions are made about you by automated means. We do not carry out automated decision making.

Exercising your rights

You will not have to pay a fee for us to carry out your rights. However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.

We may need to request specific information from you to help us confirm your identity and ensure your right to access Your Information or to exercise any of your other rights. This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

We try to respond to all legitimate requests within the statutory timeline e.g. one month. The timeline does depend on where you are and which Data Protection Laws we need to comply with. Do get in touch if to exercise your rights at support@groovnow.com

Complaints about our use of Your Information

If you wish to raise a complaint on how we have handled Your Information, you can contact us to have the matter investigated by writing to support@groovnow.com

If you are not satisfied with our response or believe we are processing Your Information not in accordance with the law, you may complain to a data protection supervisory authority in your location. For example if you are in the UK you can complain to the UK Information Commissioner’s Office (ICO). If you are in the EU, you can complain to a data protection supervisory authority in your location.

Changes to our privacy policy

This privacy policy may be changed from time to time in response to legal, technical or business developments. We will take appropriate measures to inform you when we update our privacy policy. We will obtain your consent to any material privacy policy changes if and where this is required by Data Protection Laws.

Contact us

Email: support@groovnow.com

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Subprocessors

Last substantive change: 19 August 2023

To support delivery of our Services, Groov and its affiliates may engage third parties (each a “Subprocessor”) to process Your Information. This page provides important information about the identity, location and role of each Subprocessor. Terms used on this page but not defined have the meaning set out in the Customer Terms of Service, User Terms of Service, Privacy Policy or a superseding written agreement between the Customer and Groov (the “Agreement”).

Third parties | Entity name | Entity country | Subprocessor activity

Amazon Web Services, United States, Cloud Service Provider

Google, United States, Business applications

Microsoft, United States, Business applications

Slack, United States, Team communication software

Atlassian, Australia, Product management software

Zoom, United States, Video conferencing software

Mailchimp, United States, Marketing email software

Momentive, United States, Surveying software

Mailgun, United States, Transactional email software

TypeForm, Spain, Surveying software

HubSpot, United States, CRM Software

Posit, United States, Business intelligence software

Countly, United Kingdom, Application Analytics Software

Freshworks, United States, Customer Support Software

Vimeo, United States, Video hosting software

YouTube, United States, Video hosting and sharing software

Squarespace, United States, Website building and hosting software

IBM (SPSS), United States, Statistical analysis software

Mongodb, United States, Cloud database provider

Qualtrics (Delighted), United States, Satisfaction survey provider

Hotjar, Malta, Website analytics

Wix (EditorX), Israel, Product usage analytics

Xero, New Zealand, Accounting software

DocuSign, United States, eSignature provider

Gong, United States, Salesperson coaching

Facebook, United States, Social Media marketing

LinkedIn, United States, Social Media marketing

Twitter, United States, Social Media marketing

Mailgun, United States, Transactional email software

Updates

As our business grows and evolves, the Subprocessors we engage may also change. We will endeavour to provide the owner of the Customer’s account with notice of any new Subprocessors to the extent required under the Agreement, along with posting such updates here. Please check here regularly for updates.

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Cookie Policy

Last substantive change: 19 August 2023

We use and allow certain other companies to use cookies, web beacons, and other similar technologies (collectively “Cookies”) on our Services. We do this to understand your use of our Services; improve your user experience; enable personalised features and content; optimise our advertisements and marketing; and to enable third-party advertising companies to assist us in serving ads specific to your interests across the Internet. By continuing to browse the site, you are agreeing to our use of cookies.

What are Cookies?

Cookies are text files containing small amounts of information which are downloaded to the browser that you use when you visit a site. The entity that places cookies on your browser can then read the information on that cookie that it set. Cookies are typically classified as either “session cookies” which do not stay on your device after you close your browser or “persistent cookies” which will usually remain on your device until you delete them or they expire.

What Cookies do we use?

Groov uses both session-based and persistent Cookies. We set and access our own Cookies on the domains operated by Groov, as set out below.

Strictly necessary Cookies

These are cookies that are required for the provision of the Services. They include, for example, cookies that enable you to log into secure areas of our Websites.

Analytical/performance Cookies

These allow us to recognise and count the number of visitors and to see how visitors move around our Websites when they are using it. This helps us to improve the way our Websites work, for example, by ensuring that users are finding what they are looking for easily.

Functionality Cookies

These are used to recognise you when you return to our Websites. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).

Third party Cookies

You can find a list of the third-party cookies that Groov uses on our Websites, along with other relevant information below. While we do our best to keep these updated, please note that the number and names of cookies, pixels and other technologies may change from time to time.

Name, Description, Expiration, Provider

_cf_bm, CloudFlare bot detection, 30 minutes, Cloudflare

crumb, Squarespace XSS attack prevention, Session length, Squarespace

squarespace-popup-overlay, Squarespace functional, Persistent, Squarespace

test, Squarespace marketing, Session, Squarespace

ss_cvr, Squarespace marketing, 2 years, Squarespace

ss_cvt, Squarespace marketing, 30 mins, Squarespace

li_gc, LinkedIn cookie consent, 6 months, LinkedIn

bscookie, LinkedIn analytics, 1 year, LinkedIn

UserMatchHistory, LinkedIn XSS attack prevention, 30 days, LinkedIn

ln_or, LinkedIn analytics, 1 day, LinkedIn

lidc, LinkedIn Advertising, 24hrs, LinkedIn

bcookie, LinkedIn security cookie, 1 year, LinkedIn

AnalyticsSyncHistory, LinkedIn Analytics, 30 days, LinkedIn

hubspotutk, HubSpot analytics, 7 days, Hubspot

embed/v3/counters.gif, HubSpot to enable forms on website, session, Hubspot

__hssc, HubSpot Analytics, 30 mins, Hubspot

__hssrc, HubSpot Analytics, Session, Hubspot

__hstc, HubSpot Analytics, 6 months, Hubspot

__ptq.gif, HubSpot Analytics, Session, Hubspot

hubspotutk, HubSpot Analytics, 6 months, Hubspot

_clck, Microsoft Clarity Analytics, 1 year, Microsoft

_clsk, Microsoft Clarity Analytics, 1 day, Microsoft

_cltk, Microsoft Clarity Analytics, Session, Microsoft

c.gif, Microsoft Clarity Analytics, Session, Microsoft

CLID, Microsoft Clarity Analytics, 1 year, Microsoft

ANONCHK, Microsoft Clarity Analytics, 1 day, Microsoft

MUID, Microsoft Clarity Analytics, 1 year,Microsoft

SM, Microsoft Clarity Analytics, Session, Microsoft

MR, Microsoft Clarity Analytics, 7 days, Microsoft

_ga, Google Analytics, 2 years, Google

_gat, Google Analytics, 1 min, Google

_gid, Google Analytics, 24 hrs, Google

_gcl_au, Google Analytics, 90 days, Google

ads/ga-audiences, Google Analytics, Immediately, Google

IDE, Google Analytics, 2 years, Google

pagead/1p-user-list/#, Pixel for advertising analytics, Session, Google

test_cookie, Necessary to see if users browser supports cookies, 1 day, Google

_hjAbsoluteSessionInProgress, Hotjar Analytics, 30 mins, Hotjar

_hjFirstSeen, Hotjar Analytics, 30 mins, Hotjar

_hjIncludedInSessionSample_, Hotjar Analytics, Session, Hotjar

_hjSession_, Hotjar Analytics, Session, Hotjar

_hjSessionUser_, Hotjar Analytics, 1 year, Hotjar

_hjTLDTest, Hotjar Analytics, Session, Hotjar

_vwo_uuid_v2, VWO site optimisation and personalisation, 366 days, VWO (Wingify)

v.gif, Site optimisation and personalisation, Session, VWO (Wingify)

_fbp, Facebook marketing, 3 months, Meta

_fs_tab_id, Facebook marketing, Session, Meta

_p_hfp_client_id, Social platform analytics, Session, Elfsight

_uetsid, Bing Advertising, 1 day, Microsoft

_uetsid_exp, Bing Advertising, Persistent, Microsoft

_uetvid, Bing Advertising, 1 year, Microsoft

MR, Bing Advertising Session, Microsoft

MUID, Bing Advertising, 1 year, Microsoft

SRM_B, Bing Advertising, 390 days, Microsoft

Controlling Cookies

There are a number of ways you can manage what cookies are set on your devices. Essential cookies, however, cannot be disabled. If you do not allow certain cookies to be installed, the Services may not be accessible to you and/or the performance, features, or Services of the website may be compromised.

Advertising Cookies

If you would like to disable advertising cookies, you can visit http://www.youronlinechoices.com. If you choose to turn off these cookies you will still see advertising on the internet but it may not be tailored to your interests. It does not mean that you won’t be served any advertisements while online. You can also manage this type of cookie in the privacy settings on the web browser you are using. Please see below for more information.

Cookies Consent Mechanism & Browser settings

You can disable and/or delete cookies by our Cookies Consent Mechanism found on our website or by using your browser settings. Please note that if you use your browser settings to block all cookies you may not be able to access parts of our or others’ services. The following links provide information on how to modify the cookies settings on some popular browsers:

‍Google Chrome‍
Internet Explorer‍
Mozilla Firefox‍
Safari (desktop)‍
Safari (mobile)‍
Android Browser‍
Opera‍
Opera Mobile
Cross-device Cookies

If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on by clicking here.

“Do not track” signals

Our Websites and Services do not collect personal information about your online activities over time and across third-party websites or online services. As a consequence, “do not track” signals transmitted from web browsers do not apply to our Websites or Services and we do not alter any of our data collection and use practices if we receive such a signal.

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Acceptable Use Policy

Effective date: 19 August 2023

This Acceptable Use Policy sets out a list of acceptable and unacceptable conduct for our Offering. If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Offering or any third parties, we may suspend or terminate your access. This policy may change as Groov grows and evolves, so please check here regularly for updates and changes. Capitalised terms used below but not defined in this policy have the meaning set out in the User Terms and the Customer Terms.

Prohibited purposes

You may use the Offering only for lawful purposes.

You may not use the Offering:

In any way that breaches any applicable local, national or international law or regulation
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect
For the purpose of harming or attempting to harm minors in any way
To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out below
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam)
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware

You also agree:

Not to reproduce, duplicate, copy or re-sell any part of the Offering in contravention of the provisions of the User Terms
Not to access without authority, interfere with, damage or disrupt any part of the Offering; any equipment or network on which the Offering is stored; any software used in the provision of the Offering; or any equipment or network or software owned or used by any third party.

Content standards

Whenever you make use of a feature that allows you to make contact with a person or to reference another individual via the Offering, you must comply with the content standards set out below. The content standards must be complied with in spirit as well as to the letter. The standards apply to each part of your Contributions as well as to its whole.

You warrant that your Contributions comply with the content standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

We will determine, in our discretion, whether your Contribution breaches the content standards.

A Contribution must:

Be accurate (where it states facts)
Be genuinely held (where it states opinions)
Comply with the law applicable in any country from which it is posted

A Contribution must not:

Be defamatory of any person
Be obscene or offensive
Be hateful or inflammatory
Promote sexually explicit material
Promote violence
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
Infringe any copyright, database right or trademark of any other person
Be likely to deceive any person
Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence
Promote any illegal activity
Be in contempt of court
Be threatening, abuse or invade another's privacy
Impersonate any person, or misrepresent your identity or affiliation with any person
Give the impression that the Contribution emanates from us, if this is not the case
Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse
Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism
Contain any advertising or promote any Offering or web links to other sites

When we consider that a breach of these content standards has occurred, we may take such action as we deem appropriate.

Failure to comply with these content standards constitutes a material breach of the User Terms upon which you are permitted to use the Offering, and may result in our taking all or any of the following actions:

Immediate, temporary or permanent withdrawal of your right to use the Offering
Immediate, temporary or permanent removal of any Contribution uploaded by you to the Offering
Issue of a warning to you
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach
Further legal action against you
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law

We exclude our liability for all action we may take in response to breaches of these content standards. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

We also have the right to disclose your identity to any third party who is claiming that any Contribution submitted, transferred or shared by you via the Offering constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove your Contributions if, in our opinion, it does not comply with these content standards.

You are solely responsible for securing and backing up your content.

Viruses

We do not guarantee that the Offering will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access the Offering. You should use your own virus protection software.

You must not misuse the Offering by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.

You must not attempt to gain unauthorised access to the Offering, the server on which the Offering are stored or any server, computer or database connected to the Offering.

You must not attack the Offering via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence for example under the Computer Misuse Act 1990 in the UK or its equivalent under other jurisdictions outside of the UK. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Offering will cease immediately.

Linking to the Offering

You may link to the Offering, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to the Offering in any website unless you are permitted to do so.

Our Offering must not be framed on any other site.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out above.

If you wish to link to or make any use of content on the Offering other than that set out above, please contact hello@groovnow.com.

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Customer Terms of Service

User Terms of Service

Privacy Policy

Subprocessors

Cookie Policy

Acceptable Use Policy

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