1. The Service
The New V5 Group, Inc., (the “Company”), owns and operates GroupToast.com, (“GroupToast”, “us” or “we”) an online reservation platform to allow users (““Member”, “user” or “you”) to review nightclub venues and create and reserve their own individualized party at various nightclubs. GroupToast.com allows you to share the details of your party with your friends, either through an e-mail invitation, sharing through Facebook™ or Twitter™, or through an SMS code provided to you for you to share with your friends.
The services offered by GroupToast.com include any GroupToast.com-branded URL (the “Site”), GroupToast.com messaging services (including, without limitation, instant messaging, private messaging, and email services), GroupToast.com developer services, GroupToast.com mobile services, and any other features, content, or applications offered from time to time by GroupToast.com in connection with GroupToast.com'sk business (the “Service” or the “Services”).
By accessing and/or using the Site, you agree to be bound by this Agreement, including any amendment hereto, whether you are a "Visitor" (which means that you simply browse the Site, including without limitation, through a mobile or other wireless device, or otherwise use the Site without being registered) or you are a "Member" (which means that you have registered with GroupToast.com). The term "User" refers to a Visitor or a Member. You are authorized to use the Site (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations (“Applicable Law”) and these Terms and Conditions. Your use of the Site constitutes acceptances of these Terms and Conditions, including any amendments hereto. You may use and access the Site only in accordance with these Terms and Conditions. Please consult these Terms and Conditions regularly and read them carefully before using the Site. This Agreement is subject to change by GroupToast.com at any time without prior notice to users. Your use of the Site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. You affirm that you have read this document and understand, agree and consent to its Terms and Conditions. If you do not agree to be bound by these Terms and Conditions, you may not enter the Site, you must exit the Site immediately, and you may not use or access the Site.
Users are responsible for providing all personal computer and communications equipment necessary to gain access to the Service. Access to and use of the Service by Members is through a combination of an ID and a password. Each Member must keep his password strictly confidential, and GroupToast.com is not responsible for any resulting action, consequence or liability arising from your failure to keep secure your ID and password. For security reasons, GroupToast.com will not release passwords for any reason, except as may be specifically required by law or court order. Unauthorized access to the Service is a breach of this Agreement and a violation of law.
Use of the Site is void where prohibited. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 21 years of age or older; and (d) your use of the Services does not violate any Applicable Law.
Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 21 years of age, or if we believe that you are under 21 years of age and you represent yourself as 21 or older.
The Services contain Content of GroupToast ("GroupToast Content"), which includes, but is not limited to text, files, images, photos, video, sounds, musical works, works of authorship, code, software, software code, applications, or any other materials developed, created or owned by GroupToast. GroupToast Content is protected by copyright, trademark, patent, trade secret and other laws, and GroupToast owns and retains all rights in the GroupToast Content and the Services. GroupToast hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the GroupToast Content (excluding any software code) solely for your personal use in connection with viewing the GroupToast Website and using the Services.
GroupToast does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Your Content") that you transmit, submit, display or publish (“post”) on, through or in connection with the Services. After posting Your Content on, through or in connection with the Services, you continue to retain any such rights that you may have in Your Content, subject to the limited license herein. You represent and warrant that your Content does not violate or infringe upon any of trademarks, trade names, copyrights, or other intellectual property of any third party or entity.
GroupToast performs technical functions necessary to offer the Services, including, but not limited to, the technical processing and transmission of email communications to perform the email service, and transcoding and/or reformatting Your Content to allow its use throughout the Services. You agree to allow GroupToast to process, transmit, transcode or reformat Your Content as deemed necessary by GroupToast.
By posting any of Your Content on, through or in connection with the Services, you hereby grant to GroupToast a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute Your Content on, through or in connection with the Services, including, without limitation, through the Services to applications, widgets, websites or mobile, desktop or other services which are linked with your GroupToast account (collectively, “Third-Party Services”), including, without limitation, distributing part or all of the Services and any of Your Content included therein, in any media formats and through any media channels, except that Your Content marked “private” will not be distributed by GroupToast outside the Services and Third-Party Services. This limited license does not grant GroupToast the right to sell or otherwise distribute Your Content outside of the Services or Third-Party Services. The license you grant to GroupToast is non-exclusive fully-paid and royalty-free, sublicensable and worldwide.
You represent and warrant that: (a) you own the Content posted by you on, through or in connection with the Services, and (b) the posting of your Content on, through or in connection with the Services and/or Third-Party Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any Content posted by you on or through the Services and/or Third-Party Services. You further agree to indemnify the Company, its parent companies, subsidiaries, affiliates or related entities, its directors, officers, shareholders, employees, agents and insurers, from any and all claims of third parties arising or in any way related to the posting of your Content without proper authorization or in violation of the privacy or intellectual property rights, or any other right, of any person or entity.
After you remove Your Content from the Services we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after we have distributed Your Content outside of the Services, you change Your Content’s privacy setting to “private” we will cease distribution of your “private” Content outside of the Services as soon as practicable after you make the change. Notwithstanding the foregoing, you understand and agree that once Your Content is distributed to a Third-Party Service or incorporated into other aspects of the Services, GroupToast is under no obligation to delete or ask other Users or a Third-Party Service to delete Your Content, and therefore it may continue to appear and be used indefinitely.
6. Use Restrictions.
Without the express prior written authorization of GroupToast, you may not: (a) remove any copyright or other proprietary notices from the Site or any of the Materials contained therein; (b) frame or utilize any framing techniques in connection with the Site or any of the Materials contained therein; (c) use any meta-tags or any other "hidden text" using GroupToast's name or marks; (d) circumvent any encryption or other security tools used anywhere on the Site (including the theft of user names and passwords, or using another person's user name and password in order to gain access to a restricted area of any of the Site); (e) use any data mining, robots or similar data gathering and extraction tools on the Site; or (f) decompile, reverse engineer, or disassemble software Materials except and only to the extent permitted by applicable law.
The Services contain Content of Users and other GroupToast licensors, and except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Content appearing on or through the Services.
7. Your Content on GroupToast.
Carefully consider the information and content that you choose to post on, through or in connection with the GroupToast Service or Site and that you provide to other Users.
GroupToast may reject, refuse to post or delete any Content for any or no reason, including, but not limited to, Content that in the sole judgment of GroupToast violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. GroupToast assumes no responsibility for monitoring the Services for inappropriate Content or conduct. If at any time GroupToast chooses, in its sole discretion, to monitor the Services, GroupToast nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
You are solely responsible for the Content that you post on, through or in connection with any of the Services, and any material or information that you transmit to other Members and for your interactions with other Users. You are also solely responsible for any communications, meetings or other interactions you may have with any other user of GroupToast, as the Company does not monitor or in any way regulate such communications, meetings or interactions.
The following are examples of the kind of Content or activity that is illegal or prohibited to post on, through or in connection with the Service. GroupToast reserves the right to investigate and take appropriate legal action against anyone who, in GroupToast's sole discretion, violates this provision, including, without limitation, removing the offending Content from the Services, terminating the Membership of such violators and/or reporting such Content or activities to law enforcement authorities.
Prohibited Content includes, but is not limited to, Content that, in the sole discretion of GroupToast:
Is in any way offensive or promotes or otherwise incites gang activity, racism, bigotry, hatred or physical harm of any kind against any group or individual; in any way harasses or advocates harassment of another person; in any way exploits people; in any way contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website; in any way solicits or is designed to solicit personal information from anyone under 21; in any way publicly posts information that poses or creates a privacy or security risk to any person; constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other Users; involves commercial activities and/or sales without prior written consent from GroupToast such as contests, sweepstakes, barter, advertising, or pyramid schemes; includes a photograph or video of another person that you have posted without that person's consent; uses sexually suggestive imagery or any unfair, misleading or deceptive Content intended to draw traffic to the profile; violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.
Prohibited activity includes, but is not limited to:
Criminal or tortious activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the Services; circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Services; activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any Content from the Services other than your Content which you legally post on, through or in connection with the Services; providing or using “tracking” or monitoring functionality in connection with the Services, including, without limitation, to identify other Users’ views, actions or other activities on the Services; covering or obscuring the banner advertisements and/or safety features (e.g., report abuse button) on your personal profile page, or any GroupToast page via HTML/CSS or any other means; any automated use of the system, such as, but not limited to, using scripts to add friends or send comments, messages, status updates, blogs or bulletins; interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services; impersonating or attempting to impersonate GroupToast or a GroupToast employee, administrator or moderator, another Member, or person or entity (including, without limitation, the use of email addresses associated with or of any of the foregoing); using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; selling or otherwise transferring your profile, your email address or URL; using or distributing any information obtained from the Services in order to harass, abuse, or harm another person or entity, or attempting to do the same; displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Services on behalf of that person, such as placing commercial content on your profile, links to e-commerce sites not authorized by GroupToast, posting status updates, blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your top friends, or sending messages with a commercial purpose relaying email from a third party's mail servers without the permission of that third party; using invalid or forged headers to disguise the origin of any Content transmitted to or through GroupToast’s computer systems, or otherwise misrepresenting yourself or the source of any message or Content; using any automated system, including, but not limited to, scripts or bots in order to harvest email addresses or other data from the GroupToast Website for the purposes of sending unsolicited or unauthorized material; engaging in, either directly or indirectly, or encouraging others to engage in, click-throughs generated through any manner that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent; or using the Services in a manner inconsistent with any and all applicable laws.
Information, materials, products or services provided by other GroupToast Members (for instance, in their profiles) or Third-Party Services may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and GroupToast assumes no responsibility or liability for this material. If you become aware of misuse of the Services by any person or Third-Party Service, please click on the "Contact GroupToast” or the “Report Abuse” link at the bottom of the GroupToast Website pages.
8. Copyright Protection.
If you believe your work has been copied and posted on or through the GroupToast Services in a way that constitutes copyright infringement, please send GroupToast's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the GroupToast Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.
GroupToast can be reached electronically at email@example.com. Please include Copyright Infringement as the subject line to your email.
9. Member Disputes.
You are solely responsible for your interactions with other GroupToast Users, third party developers or any other parties with whom you interact through the GroupToast Services and/or Third-Party Services. In its sole discretion, GroupToast reserves the right, but has no obligation, to become involved in any way with these disputes.
10. Membership Registration.
You may create a profile and reserve your event on the Site only by being a Member. You may become a Member of the Site by completing an online registration form. Upon submission of the online registration form, GroupToast or its authorized agent will process the application. In connection with completing the online registration form, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete at all times while you are a member. If you provide any information that is untrue, inaccurate, misleading, not current, or incomplete, or GroupToast or any of its authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, misleading, not current, or incomplete, GroupToast, in its sole discretion, has the right to deny your application for membership, suspend or terminate your account and refuse any and all current or future use of the Site.
11. Security of Accounts and Passwords.
As part of the registration process, you will select a unique user name and password which you must provide in order to gain access to the non-public portion of the Site. You represent and warrant that you will not disclose to any other person your unique user name and password. You are solely responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities that occur under your user name and password. You agree to (a) immediately notify GroupToast of any unauthorized use of your user name and password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. If you believe that your user name and/or password have been compromised or are being used by another user, you must promptly notify GroupToast at firstname.lastname@example.org. You should include in the subject line “Compromise of Username/Password.”
You agree to pay all fees for your event at the time you reserve your event. GroupToast reserves the right to change the fees for an event at any time, with or without prior notice to you. At the time of registration, you must select a payment method. GroupToast reserves the right to contract with a third party to process all payments. Such third party may impose additional fees, charges, terms and conditions governing payment processing. Your account will be deemed past due if it is not paid in full by the payment due date. If your account become past due, you agree to pay interest on the past due amount at a monthly rate of 1.5%, or the highest amount allowed by law, whichever is lower, compounded monthly, plus any additional collection costs, credits, charge backs and attorneys’ fees incurred by the Company in seeking to collect any sums due and owing from you. Your card issuer agreement may contain additional terms with respect to your rights and liabilities as a card holder. You are responsible for reimbursing GroupToast for all credit card charge backs, dishonored checks and any related charges.
13. Billing Errors.
If you believe that you have been erroneously billed, please notify us immediately of such error at email@example.com with the subject line: billing error. In addition, you must provide your username and password in the body of the email. If we do not hear from you within thirty (30) days after such billing error first appears on any account statement, such fee will be deemed acceptable by you for all purposes, including resolution of inquiries made by your credit card issuer, and you agree to pay said fee without further protest or objection.
GroupToast provides refunds if you cancel your event no less than twenty-four (24) hours prior to the scheduled start time of your event. No refund will be issued if the refund is requested either within twenty-four hours of, or after, the date of your event. To obtain a refund, please contact us at firstname.lastname@example.org, with the subject line: refund. Please note, GroupToast does not refund any fees charged by third-parties, and it is your responsibility to deal directly with such third-party providers.
This Agreement will become effective upon your acceptance of the Agreement by your use of the Site or the Services and will remain in effect in perpetuity unless terminated hereunder.
16. Termination and Cancellation
GroupToast may terminate your membership to the Site at any time, with or without advance notice, if: (a) GroupToast believes that you have breached any material term of these Terms and Conditions, (b) you fail to pay any amount due by the payment due date; or (c) GroupToast decides to cease operations or to otherwise discontinue the Site, or any aspect thereof. Further, you agree that neither GroupToast nor any third party acting on our behalf shall be liable to you for any termination of your membership or access to the Site. If GroupToast terminates your membership for the above listed reasons, you agree that all fees then paid to GroupToast, or any third party acting on our behalf, will be nonrefundable and all outstanding or pending payments will immediately be due.
All content included on the Site, such as all literary works, text, pictorial and graphical works, photographs, video and audio clips, motion pictures and other audio visual works, video games, music, soundtracks, button icons, streaming data, animation, images, compilations, .RAM files, .AVI files, .MPG files or any other software files (in object code or source code format) (collectively, the "Materials") created, designed, or owned by GroupToast or a content suppliers is the property of GroupToast or its content suppliers and is protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of GroupToast and protected by United States and international copyright laws.
18. Disclaimer of Warranty.
THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. GROUPTOAST PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OR THE SITE (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GROUPTOAST DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, AND ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. GROUPTOAST DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICE. Furthermore, AS THIRD PARTIES WILL PROVIDE THE ACTUAL SERVICE REQUESTED, GroupToast cannot guarantee or warrant any results PROVIDED BY, OR TO BE PROVIDED BY, THIRD PARTIES.
19. Third-Party Content and Services.
Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by GroupToast, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. GROUPTOAST DOES NOT: (A) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SITE OR (B) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN GROUPTOAST. UNDER NO CIRCUMSTANCES WILL GROUPTOAST BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE OR TRANSMITTED TO OR BY ANY USERS, AND YOU AGREE TO RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO YOUR RELIANCE ON SUCH INFORMATION.
20. Beta Features.
From time to time, GroupToast may offer new “beta” features or tools with which its users may experiment on the Service. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at GroupToast’s sole discretion. The provisions of this Disclaimer of Warranty section apply with full force to such features or tools.
21. Limitation of Liability.
a. Incidental Damages and Aggregate Liability.
IN NO EVENT WILL GroupToast BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE Service, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE Service, EVEN IF GroupToast KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL GroupToast’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE Service OR THE SITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID GroupToast FOR THE USE OF ANY Service, THE AMOUNT OF U.S. $25.00 OR ITS EQUIVALENT.
b. No Liability for non-GroupToast Actions.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GroupToast BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE Service, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, DEATH, DISMEMBERMENT, AND/OR ANY OTHER DAMAGES RESULTING FROM YOUR USE OF THE SERVICE, AND/OR YOUR COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THE SERVICE. THIS INCLUDES ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
22. Governing Law.
These Terms and Conditions and all matters arising out of or otherwise relating to these Terms and Conditions shall be governed by the laws of the State of Illinois, excluding its conflict of law provisions. GroupToast and you (singularly “party”; collectively the “parties”) agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms and Conditions. The parties hereby submit to the personal jurisdiction of the state and federal courts of the State of Illinois, located in Chicago, Cook County, Illinois. Exclusive venue for any litigation permitted under this Agreement shall be with the state and federal courts located in Chicago, Cook County, Illinois, and you waive any and all rights to contest, object to or transfer venue of any such action brought by or against you.
23. Rights to Injunctive Relief.
Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full compensation in the event of the other party's breach, and that an aggrieved party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.
You agree to indemnify and hold GroupToast, its subsidiaries, parent companies, and affiliates, subcontractors and other partners, and their respective directors, officers, shareholders, agents, insurers, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, actual attorneys' fees, made by any third party due to or arising out of your use of the GroupToast Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or any Content that you post on, through or in connection with the GroupToast Service.
The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. Neither these Terms and Conditions nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part by you without the prior written consent of GroupToast.
If for any reason a court of competent jurisdiction or arbitrator finds any provision of these Terms and Conditions, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of these Terms and Conditions will continue in full force and effect.
27. No Waiver.
Failure by either party to enforce any provision of these Terms and Conditions will not be deemed a waiver of future enforcement of that or any other provision, and no waiver of one breach will constitute a waiver of subsequent breaches of the same or of a different nature. Any express waiver of a term of this Agreement shall not be binding and effective unless made in writing and properly executed by the waiving party.
28. Complete Agreement.
These Terms and Conditions constitute the entire agreement between the parties with respect to your access and use of the Site and the Materials contained therein, and your membership with the Site, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
29. Relationship Between the Parties.
Nothing in these Terms and Conditions shall be construed to create a partnership, joint venture, or agency relationship between the parties. You shall have no right or authority to bind GroupToast to any contract or obligation whatsoever.
Section and subsection headings of these Terms and Conditions are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof
31. Force Majeure.
GroupToast shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, for so long as such event continues to delay GroupToast’s performance.
You understand and acknowledge that the software elements of the Materials may be subject to regulation by agencies of the U.S. Government, including the U.S. Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. You will not assist or participate in any such diversion or other violation of applicable U.S. laws and regulations. You warrant that you will not license or otherwise permit anyone not approved to receive controlled commodities under applicable U.S. laws and regulations and that you will abide by such laws and regulations.
33. Subscribing Member Support.
User Support is provided by GroupToast by sending us an email at: email@example.com
These Terms and Conditions were last revised on December 2, 2011.