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Terms and Conditions

Last modified: June 01, 2024

Agreement To Terms

These Terms of Use (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Talent Worldwide Inc. and its subsidiaries and affiliates (collectively, “Company“, “we”, “us”, or “our”), concerning your access to and use of the www.groflexerp.com platform as well as any other website, including groflex.io, groflex.in, groflextech.com, media channel, mobile site or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”). 

We operate globally and, as a result, different laws may apply depending on where a user resides.  These Terms are intended to apply to all users regardless of geographic location to the extent legally enforceable in each user’s place of residence.    

  • If you are a resident of the European Union, please see the EU Residents – Supplemental Terms of Use for more information about specific additional or alternative terms that apply to you.
  • If you are a resident of the United States, please see the US Residents – Supplemental Terms of Use for more information about specific additional or alternative terms that apply to you.   

You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms including any supplemental terms that apply to you based on where you live. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS (INCLUDING ANY SUPPLEMENTAL TERMS), THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated by reference into these Terms. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Platform after the date such revised Terms are posted.

The Platform is intended for users who are at least 18 years of age. 

NOTE: THESE TERMS AND CONDITIONS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS UNDER THESE TERMS AND CONDITIONS AND WITH RESPECT TO ANY AND ALL DISPUTES YOU MAY HAVE WITH THE COMPANY.  

Intellectual Property Rights

Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, the European Union, other foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.

User Representations

By using the Platform, you represent and warrant that: (1) all registration information and other information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not under the age of 18; (5) you are not a minor in the jurisdiction in which you reside; (6) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Platform for any illegal or unauthorized purpose; and (8) your use of the Platform will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).

The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws to the extent local laws are applicable.

User Registration

You may be required to register with the Platform or one of its component sites. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Fees and Payment

We accept various methods of payment including debit/credit cards and third-party providers such as PayPal.  We may offer other payment options in certain locations.  You may be required to pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Platform. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing service for purchases made via the Platform. Sales, use or similar taxes will be added to the price of purchases where we determine it is applicable – the total price including applicable taxes will be shown at check-out before you complete your purchase. We may change our prices at any time. All payments shall be in the currency indicated on the payment page.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order/service placed through the Platform.

Cancellation, Refunds, and Guarantees

If you purchase a subscription to one or more of our services, you can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.  No refunds will be provided for our subscription services.  

If you are dissatisfied with any of our services, please contact the support team for the specific brand or email hello@groflexerp.com, and we will provide appropriate assistance.  

Prohibited Activities

You may not access or use the Platform for any purpose other than that for which we make the Platform available.

As a user of the Platform, you agree not to:

  1. Distribute log-in details so that multiple users are sharing one log in.
  2. Sell or otherwise transfer your profile.
  3. Use a buying agent or purchasing agent to make purchases on the Platform.
  4. Use the Platform to advertise or offer to sell goods or services.
  5. Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.
  6. Attempt to impersonate another user or person or use the username of another user.
  7. Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords.
  8. Engage in unauthorized framing of or linking to the Platform.
  9. Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use any information obtained from the Platform in order to harass, abuse, intimidate, threaten or harm another person.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that: (a) prevent or restrict the use or copying of any Content; (b) enforce limitations on the use of the Platform and/or the Content contained therein; or (c) prevent or restrict access to any portion of the Platform.
  • Copy, adapt, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.
  • Use the Platform in a manner inconsistent with any applicable laws or regulations.

User Generated Contributions

The Platform may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, resumes, video, audio, photographs, graphics, comments, suggestions, or other material but excluding personal data (collectively, “Contributions”). Contributions may be viewable by other users of the Platform and through third-party websites if you post them on certain portions of the Platform (for example, user reviews). As such, any Contributions you post may be treated as non-confidential and non-proprietary. When you submit, create or make available any Contributions, you thereby represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use your Contributions in any manner contemplated by the Platform and these Terms.
  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Platform and these Terms.
  4. Your Contributions are not false, inaccurate, or misleading.
  5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  6. Your Contributions are not obscene, lewd, lascivious, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  7. Your Contributions do not harass, ridicule, mock, disparage, intimidate, or abuse anyone.
  8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another person.
  9. Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  • Your Contributions do not violate any national, federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical or mental disability.
  • Your Contributions do not link to material that violates any provision of these Terms or any applicable law or regulation.

Any use of the Platform in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Platform.

Contribution License

By submitting or posting your Contributions to any part of the Platform or making Contributions accessible to the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, to use, to display, and to prepare derivative works of such Contributions for the purposes of delivering our services to you, refining our services and the Platform, and developing new services, and you grant and authorize sublicenses of the foregoing. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership right over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform. You are solely responsible for your Contributions to the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Platform; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, or feedback regarding the Platform (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

Social Media

As part of the functionality of the Platform, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Platform; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that: (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists; and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personal information that you post to your Third-Party Accounts may be available on and through your account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your account on the Platform and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purpose of identifying and informing you of those contacts who have also registered to use the Platform. You can deactivate the connection between the Platform and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your Platform account(s).

Third-Party Websites and Content

The Platform may contain (or you may be sent via the Platform) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

Platform Management

We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy for details about what information we collect, how we use and share it, and how it is protected. In addition, we will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Copyright Infringement

We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). 

Term and Termination

These Terms shall remain in full force and effect while you use the Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.

We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

Governing Law

Unless the laws of your jurisdiction require that those laws apply, these Terms and your use of the Platform are governed by and construed in accordance with the following, without regard to conflict of law principles: the laws of the United States of America and the State of Delaware, USA with venue in Kent County, Delaware.

Dispute Resolution

If you are a resident of the EEA, please see the EU Residents – Supplemental Terms of Use for more information.  

All other users, please read this section carefully. It affects your rights. You agree that by entering into these Terms, you and we are each waiving any right to trial by jury or to participate in a class action. You and we agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted.

Governing Law. All claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under these Terms or your access to or use of the Platform, shall be governed by the laws of the United States of America and the State of Delaware without giving effect to any conflict of laws principles that may otherwise provide for the application of the law of another jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are expressly excluded by these Terms. The parties agree that their arrangement under these Terms is in interstate commerce and that the Federal Arbitration Act applies to the construction of the “Agreement to Binding Arbitration” provision below. For any claim, dispute, or other legal proceeding not subject to the “Agreement to Binding Arbitration” provision below, the claim or dispute shall be brought and litigated exclusively in the state courts located within Kent County, Delaware or the federal courts in the District of Delaware, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes.   

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.  You may provide notice to us using the information provided in the “CONTACT US” section below.

Agreement to Binding Arbitration. Subject to the Exceptions to Arbitration set forth below, you and we each agree that any and all disputes between Platform users arising under or related in any way to these Terms and such users’ use of the Platform must be resolved through binding arbitration as described in this section. With the exception of the prohibition on class arbitrations set forth in this “DISPUTE RESOLUTION” section, if an arbitrator or court decides that any part of this agreement to arbitrate is unenforceable, the other parts of this Agreement to Arbitrate will still apply.

Exceptions to Arbitration. This Agreement to Arbitrate will not apply to the following: (a) small claims court cases; (b) legal proceedings that involve efforts to obtain user identifying information; (c) any legal proceedings brought against the Company by companies or other legal entities or individuals acting on behalf of such companies or other legal entities; (d) any legal proceedings brought by the Company against companies or other legal entities or individuals acting on behalf of any such companies or other legal entities; (e) a party’s right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (f) where the application of this provision is prohibited by applicable law. If, for some reason, the prohibition on class arbitrations set forth in this DISPUTE RESOLUTION section cannot be enforced, then the entirety of this Agreement to Arbitrate will not apply. Where this Agreement to Arbitrate does not apply, the remainder of this Agreement and the Dispute Resolution section will continue to apply.

Arbitration Procedure. The arbitration will be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), as modified by this section, and will be administered by the AAA. The AAA’s rules and a form for initiating the proceeding are available at www.adr.org. Any settlement offer made by you or us shall not be disclosed to the arbitrator. Unless otherwise required by the applicable arbitration rules at the time the arbitration is commenced, the arbitration shall be held in Dover, Delaware. For any claim where the total amount of the award sought is $10,000 or less, you and we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, you or we may attend by telephone, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Platform user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Limitation to Assert a Claim.  In no event shall any Dispute be commenced more than one (1) year after the facts giving rise to the claim occurred. 

Corrections

There may be information on the Platform that inadvertently contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

Disclaimer

THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, WHICH MEANS THAT WE GIVE NO GUARANTEES AS TO THE OPERATION OF THE PLATFORM. YOU AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON THE SERVERS; (4) ANY INTERRUPTION OR CESSATION OF ANY TRANSMISSION TO OR FROM THE PLATFORM; OR (5) ANY VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO THE OCCURRENCE GIVING RISE TO ANY CLAIM. CERTAIN STATE OR NATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, employees, and agents from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party arising out of: (1) your Contributions or Submissions; (2) your use of the Platform; (3) your breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any harmful act by you toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing unless prohibited by applicable law, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Electronic Communications, Transactions, and Signatures

Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Miscellaneous

These Terms and any policies or operating rules posted by us on the Platform or in respect to the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Platform. Except where prohibited by applicable law, you agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Contact Us

In order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform, please contact us at hello@groflexerp.com. 

SMS Terms of Use

These SMS Terms set forth the terms and conditions under which we agree to provide and you agree to receive SMS Text Messages (“SMS Messaging”) from us. By using SMS Messaging, you acknowledge that you have read and agree to be bound by these SMS Terms, unless you opt out of further SMS Messaging.  Each time you use the SMS Messaging, you will be deemed to have accepted these terms and you should only use the SMS Messaging if you agree to these terms. We may change these terms at any time and recommend you check these terms each time you use the SMS Messaging.

GENERAL AGREEMENTS
By agreeing to and using the SMS Messaging service, you represent that you are the authorized account holder of the carrier which issued your mobile telephone number.

In offering the SMS Messaging service, we agree to: (i) comply with these SMS Terms; and (ii) process unsubscribe or opt-out requests received from you in a timely manner.

CONSENT 

If you provide express written consent to receive text messages from us, we will send you such messages via an automatic telephone dialing system. Your consent may be provided by: (i) manually entering your phone number, (ii) clicking a checkbox, or (iii) otherwise indicating that you agree to receive such messages. 

Consent to receive text messages for these purposes is not a condition of any service. If you receive an unwanted text message from us, you may opt out of receiving future text messages from us by following the instructions outlined in the message. 

DELIVERY AND FREQUENCY OF MESSAGES
Delivery of text messages is subject to effective transmission from your wireless service provider/network operator and may vary depending on your network and carrier. We are not liable for any delays in the delivery and/or receipt of text messages. Text messages will be recurring.

ACTIVATION, DEACTIVATION, AND REACTIVATION

When you opt-in to the service, we will send you an SMS message with an activation code to verify your telephone number. You will receive 1 message with the activation code. You can cancel the SMS service at any time, just reply “STOP” to the message. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us.

If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

If at any time you need assistance, just reply “HELP” to the message. After you send the SMS message “HELP” to us, we will respond with instructions on how to use our SMS Messaging service as well as how to unsubscribe.

YOUR USE

You must not and must not attempt to or permit another person to:

  1. Use SMS Messaging or the information or content disclosed to you via SMS Messaging:
    • in any way which is unlawful, offensive or results, or could result, in damage to property or injury to any person, including by harassing or threatening people;
    • in a way which infringes our or any other person’s rights (including intellectual property rights and moral rights);
  2. Knowingly transmit any virus, worm, Trojan horse or other disabling feature to or via SMS Messaging.

ACCEPTANCE NOT MANDATORY FOR EMPLOYMENT, PURCHASE OR RECEIPT OF SERVICES
Use of SMS Messaging is not required as a condition of any purchase or receipt of services from us.

FEES
We do not charge you fees to receive text messages; however, standard message and data rates may apply to all user mobile usage from your telecommunications provider. You agree to be fully responsible for all such charges, fees and amounts.

SUPPORTED CELL PHONE CARRIERS
This SMS Messaging service is available if you use one of the supported cell phone carriers. 

SAFETY OF MESSAGES
You understand that text messages we send may be seen by anyone with access to your phone. Accordingly, you should take steps to safeguard your phone and your text messages if you want your messages to be secure.

NO GUARANTEE
We, and our related entities and contractors, do not guarantee that SMS Messaging or the application version will operate on your mobile handset or operate without causing damage to or disturbing the usual operation of your mobile handset. Carriers are not responsible for delayed or undeliverable messages.

INTELLECTUAL PROPERTY

Unless otherwise indicated, we own, or use under license, copyright in the content made available via SMS Messaging and design of SMS Messaging. Except as set out in these terms, or as permitted by law, you must not reproduce, adapt, store in a retrieval system, transmit, print, display, perform, publish or create derivative works from any part of SMS Messaging or the content made available via SMS Messaging, including for commercial purposes or for commercial gain.

TERMINATION
We may suspend or terminate your right to use SMS Messaging at any time without notice and for any or no reason and without liability.

DATA RETENTION
Data obtained from you in connection with the SMS Messaging service includes your cell phone number, content of the text message (including date, time and location) and any other information that is provided as a result of engaging in SMS Messaging. Please see our Privacy Policy for more information about our data collection and handling practices.

EU RESIDENTS – SUPPLEMENTAL TERMS OF USE

Last Updated: June 23, 2024

We offer our Platform and services within the European Union. These supplemental terms of use apply to you if you are a resident of the European Union (“EU Supplemental Terms”).

Therefore, if you are residing in the European Union, the general Terms of Use and these EU Supplemental Terms will apply. If there is any conflict between the Terms of Use and these EU Supplemental Terms, and these EU Supplemental Terms apply to you, then the EU Supplemental Terms will prevail.

Unless otherwise specified, definitions in this EU Supplemental Terms will have the same meaning as the definitions used in the Terms of Use.

Prior to the creation of your account, the text of these Terms of Use will be made available to you electronically via the Platform in such a manner that it can be easily stored by you on a durable data carrier.

We reserve the right, in our sole discretion, to make changes or modifications to the Terms of Use or these EU Supplemental Terms at any time. We will inform you about any changes before the effective date of the changes. If you continue to use the Platform after the effective date of the changes, you will be deemed to have been made aware of and to have accepted the changes in any revised Terms or EU Supplemental Terms.

Intellectual Property Rights

Intellectual Property Rights are all present and future Intellectual Property Rights, anywhere in the world, in respect of the Platform, belonging to us and/or our licensors now or in the future, including copyrights, database rights, trademark rights, design rights, trade name rights, domain name rights, patent rights, trade secret rights as well as similar rights under unwritten law, such as rights regarding slavish imitation.

Provided that you are eligible to use the Platform, you are granted, solely for the purpose of execution of your account, a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks. This license is given for the duration of your account and you hereby accept this license. We are at all times entitled to terminate this license unilaterally, early and with immediate effect, without having to pay you any compensation.

You indemnify us against any loss arising from any infringement of Intellectual Property Rights by you in respect of the Platform. You will compensate us for all costs and loss, including the costs of legal assistance, arising from a violation of Intellectual Property Rights. You will take measures at your own expense in order to limit the costs to be incurred and/or loss to be suffered by us.

Fees and Payment

If we determine any taxes, such as sales/value added taxes, or any other charges apply to our fees, the price of purchase on the Platform will include these taxes and/or fees during the ordering process. 

If your purchase is subject to recurring charges, then you have the option to provide us the right to charge you payment by direct debit. In which case we will charge your payment on a recurring basis, without requiring you prior approval before each recurring charge, until you notify us of your cancellation.  

Right of Withdrawal

When purchasing digital content, you, as a consumer residing in the EU, have the right to withdraw from the agreement for a period of 14 days from the delivery date, without providing a reason for the withdrawal. 

The right to withdraw from the agreement for the supply of digital content shall not apply if you have expressly stated that you wish to receive the digital service within the withdrawal period and have expressly waived the right of withdrawal. 

When entering into a 7-day trial subscription, a money-back-guarantee shall apply for the duration of the trial subscription. Within 14 days of your declaration that you are invoking this guarantee, the amount already paid by you shall refunded.

Liability

We are not liable for:

  1. a) any misunderstandings, errors or failures with respect to the performance of the Platform and/or our services, if these are caused by or are the result of your actions, such as the failure to supply complete, sound, correct and clear data (or the failure to do so in time);
  2. b) errors or failures by third parties engaged by or on behalf of you;
  3. c) information that third parties have placed on the Platform.

We can only be held liable for direct damages or loss attributable to us. Liability for any (financial) damage or loss other than direct damages and/or loss, such as indirect damage or loss, including but not limited to consequential damage or loss, loss of profit, damage or loss caused by stolen, inaccessible, mutilated, destroyed or lost (personal) data or materials, lost savings, loss due to business interruption or damage or loss due to or resulting from a security leak, security breach or cybercrime, is excluded.

Except in the case of gross negligence or willful misconduct, our aggregate liability for damage or loss arising from our services and/or the Platform, or otherwise arising out of or in connection with these Terms, will be limited to an amount equal to the fees paid to us by you. 

Force Majeure

In the event of force majeure, we will not be obliged to fulfill any of our obligations, including any statutory and/or agreed guarantee obligation. Furthermore, we are not liable for any damage suffered by you as a result of a force majeure situation. 

Force majeure on our part includes, but is not limited to:

  1. a) suppliers on whom we depend not fulfilling their obligations;
  2. b) defective goods, equipment, software or materials from third parties;
  3. c) epidemics and pandemics;
  4. d) when our network comes to a standstill for reasons for which we cannot be held accountable, including – but not limited to – a cyber-attack or (D)DoS attacks in any form or a failure in internet traffic, hardware or software problems or any other external cause;
  5. e) maintenance to the Platform, resulting in interruptions, delays or errors;
  6. f) government measures including financial regulation and legislation;
  7. g) strikes, forced business closures, riots and any other form of disruption and/or hindrance caused by third parties, which hinders us;
  8. h) illness of one or more employees who are difficult to replace;
  9. i) a power failure, failure of internet, data network or telecommunications facilities; or
  10. j) any other cause beyond our reasonable control.

Dispute Resolution

All claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under the Terms of Use, the EU Supplemental Terms, or your access to or use of the Platform, shall be governed by the laws of the Netherlands.

Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded by the Terms of Use and these EU Supplemental Terms.

Unless you opt – in writing – for settlement of the dispute by the court which is competent under the law within one month after this provision was invoked in writing, each claim, dispute, or other legal proceeding shall be brought and litigated exclusively to the court of the Netherlands, located in Amsterdam. 

Complaints

In order to resolve a complaint regarding the Platform, please contact us within a reasonable period of time after you have detected or could reasonably have detected a problem at hello@groflexerp.com. We will reply within a reasonable period of time.

US RESIDENTS – SUPPLEMENTAL TERMS OF USE

Last Updated: June 23, 2024

These supplemental terms of use to you if you are a resident of the United States (“US Supplemental Terms”).  Therefore, if you reside in the United States, both Terms of Use and this US Supplemental Terms will apply. If there is any conflict between the Terms of Use and these US Supplemental Terms and these US Supplemental Terms apply to you, then the US Supplemental Terms will prevail.

Copyright Infringement

If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.  In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (DMCA), the Notification must include substantially the following:

  • your physical or electronic signature;
  • identification of the copyrighted work you believe to have been infringed;
  • identification of the material on the Platform that you believe is infringing the copyright in a sufficiently precise manner to allow us to locate the material;
  • your contact information including your name, mailing address, telephone number and, if available, email address;
  • a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
  • a statement that the information in the notice is accurate; and
  • a statement, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.

If you do not comply with these requirements, your notice may not be effective.  If you knowingly misrepresent that materials on the Platform infringe a copyright, you may be held liable for damages, including costs and attorney’s fees under Section 512(f) of the DMCA.  Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright, you should consider first contacting an attorney.

U.S. Government Rights

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”), 48 C.F.R. § 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms in accordance with 48 C.F.R. § 12.212 (for computer software) and 48 C.F.R. § 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense (“DOD”), our services are subject to these Terms in accordance with Defense Federal Acquisition Regulation (“DFARS”), 48 C.F.R. § 227.7202-3. In addition, 48 C.F.R. § 252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms.

GrofleX Technology Inc.

2261 Market Street STE 5943,

94114 San Francisco,

United States

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