Terms of Service

ContentGroove, Inc.

Terms of Service

Updated June 26, 2023

Welcome to the automated business video clipping platform service (the “Platform”) offered by ContentGroove, Inc., a Delaware corporation (“ContentGroove”, “we,” “our” or “us”). The following terms and conditions (the “Terms”) govern your access to and/or use of the Platform, the website located at https://contentgroove.com (the “Website”) and ContentGroove’s services, products and content available at and/or through the Platform, including, but not limited to, online uploads, display, delivery, editing and sharing, and use of the Platform (collectively, the “Services”).

ARBITRATION NOTICE

SEE SECTION 10.4 OF THESE TERMS REGARDING YOUR AGREEMENT TO BE BOUND BY BINDING ARBITRATION.

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE SET FORTH HEREIN, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

1. ACCEPTANCE OF TERMS

The Services are offered subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, ContentGroove’s Privacy Policy) and procedures that may be published from time to time by ContentGroove related to the Services, which shall be incorporated herein by reference. By accessing, registering for and/or using the Services, the Platform or the Website in any manner, you acknowledge that you have read, understand and agree to the Terms. If you do not agree to the Terms, do not use the Services, Platform or Website.

2. CHANGES

We may make changes to the Terms and/or our other operating rules, policies and/or procedures from time to time, in our sole and absolute discretion. We will notify you of any changes to the Terms by posting the updated Terms through the Services or Platform, or on the Website, and we will revise the “Updated” date above. Any changes to our operating rules, policies and/or procedures are incorporated herein. It is your responsibility to review the Terms frequently and to remain informed of any changes to them.

We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances including but not limited to sending you an email informing you of the changes and/or by prominently posting notice of the changes on ContentGroove’s through the Services or Platform, or on the Website. If you do not agree with the changes and/or modifications, you should not use the Services after the effective date of the changes.

The then-current version of the Terms will supersede all earlier versions. You agree that your continued use of the Services, Platform or Website after such changes have been published will constitute your acceptance of such revised Terms and operating rules, policies and/or procedures (as applicable).

3. USER CONTENT

3.1 User Content. The Services and the Platform allow users to publish and/or otherwise distribute content such as videos, audio recordings, text, and static or animated images, or comment on content displayed or made available on the Platform (collectively, “User Content”). This includes content that you upload and submit to the Platform by inputting a URL (“External URL”) that links to User Content. You understand and agree that an integral part of the Services is that the Platform extracts video clips or thumbnails (“Clips”) from User Content on behalf of the applicable user. User Content may consist of other content including, but not limited to, document layouts, information relating to natural and other persons, messages, e-mail and other communications, files, texts personalization settings and other information that is or may be provided to ContentGroove and/or placed on your ContentGroove profile page. As between you and us, you own and will retain ownership of all intellectual property rights in and to the User Content you submit and the Clips extracted from your User Content. You alone are responsible for your User Content, In addition, you may view and tag, and comment on Clips generated from other User Content not controlled by you to the authorized by the controller of such other User Content. You represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in the Terms, and as otherwise provided through user of the Services. You may be required as part of your submission of User Content, whether through an External URL or otherwise, to represent that you have the right to have the User Content used through the Services and the Platform in accordance with the Terms.

3.2 License to User Content. You hereby grant ContentGroove a worldwide, perpetual, non-exclusive, royalty-free, perpetual, irrevocable, assignable, sub-licensable, transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, and perform the User Content for purposes of providing the Services.

3.3 Content Provided by Others. The Services and Platform may contain User Content provided by other users and/or third parties. Please carefully choose the information that you post on, through and/or in connection with the Services and the Platform. You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. We are not responsible for and do not control such User Content. ContentGroove disclaims any and all liability for your disclosure of personally identifiable or confidential information you submit via the Services to other users. It is your responsibility to ensure that users of the Services and Platform to whom you submit personally identifiable or confidential information will take appropriate security and non-disclosure measures. ContentGroove is under no obligation to become involved in any dispute that you have with other users and/or in any incident that you are party to with other users, or that are affected by and/or otherwise related to the Services.

3.4 No Responsibility for User Content. ContentGroove does not undertake to screen, review, edit, censor and/or otherwise filter and/or control User Content and/or the behavior of users of User Content and/or the Services. ContentGroove may, but shall not be obliged to, review, either by manual and/or automated means, all User Content which is and/or may be uploaded on this Services, or monitor and/or review any areas of this Services where users transmit and/or post communications or communicate with each other or ContentGroove (as applicable). ContentGroove has no responsibility and/or liability for the deletion and/or accuracy of any User Content; the failure to store, transmit and/or receive transmission of User Content; and/or the security, privacy, storage and/or transmission of other communications originating with and/or involving use of the Services. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Terms and/or otherwise create liability for us or any other person.

ContentGroove disclaims all liability relating to any User Content, including any error, virus, defamation, libel, obscenity or inaccuracy contained in any User Content, whether or not arising under the laws of copyright, libel, privacy or otherwise, any prohibited User Content and any other User Content. You are solely responsible for any damage (including without limitation to the Services) resulting from use (and/or submission) of any User Content and/or the Services (including without limitation disputes and incidents described in the preceding sections) and related transactions and/or occurrences. ContentGroove shall have no responsibility for unauthorized access to your Account, and/or automatic forwarding of messages and/or viruses (caused by viruses or otherwise).

3.5 License by You. Through use of the Services, you grant ContentGroove a license to:

3.5.1 Extract the Clips from the User Content

3.5.2 If authorized by you, display the Clips on the Website and through the Platform, regardless of whether on the Website.

3.5.3 If authorized by you, identify, tag and make discoverable the Clips.

3.5.4 If authorized by you, grant other users of the Platform and the Website the non-exclusive right to view and tag, and comment on the Clips.

3.5.5 Enable the sharing of the Clips through various social media.

4. USE OF THE SERVICES

4.1 License by ContentGroove. Subject to your compliance with the Terms, we and our licensors grant to you a limited, personal, non-exclusive, non-transferable, revocable right to use and/or access the Services, the Platform and the Website. In the event that we provide you with access to any ContentGroove application programming interfaces (“APIs”), you will agree as a condition to the use of the APIs to the license terms governing such use, as published at the time of your use. Neither the Terms nor your access to and/or use of the Services transfers to you and/or any third party any rights, title and/or interest in any intellectual property rights of ContentGroove related to the Services. Except as expressly provided herein, ContentGroove and/or its third-party providers, licensors, and suppliers reserve all right, title and interest in and to the Services, the Platform (other than the User Content and the Clips) and the Website, including without limitation all related worldwide intellectual property rights.

4.2 Linked Sites. The Services may integrate with and/or provide links to various other independent third-party products and/or services (“Linked Sites”) that may be of interest to you and are for your convenience only. ContentGroove does not control and/or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with Linked Sites at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit. ContentGroove reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion. We disclaim all warranties, express and implied, as to the accuracy, validity and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

4.2.1 By using ContentGroove’s integration with YouTube, you are agreeing to be bound by the YouTube Terms of Service at https://www.youtube.com/t/terms;

4.3 Restrictions on Use. Except as expressly specified in the Terms, you must not use the Services or the Platform to:

4.3.1 infringe upon or violate the intellectual property, privacy or other rights or any other person or entity;

4.3.2 engage in any unlawful activity;

4.3.3 engage in any harmful, fraudulent or deceptive conduct;

4.3.4 engage in any conduct that constitutes harassment or defamation of others;

4.3.5 upload, submit, and/or publish content that is prohibited by the content restrictions in Section 4.3.

4.3.6 modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of the Services, the Platform or the Website;

4.3.7 license, transfer, sell, rent, lease, distribute, assign, host, sublicense and/or otherwise commercially exploit the Services, the Platform or the Website; in whole or in part;

4.3.8 frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services, the Platform or the Website (including images, text, page layout, and/or form);

4.3.9 use any metatags and/or other “hidden text” using ContentGroove’s name and/or trademarks;

4.3.10 use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Services, the Platform or the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services, the Platform and the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such);

4.3.11 use and/or access the Services, the Platform or the Website in order to build a similar and/or competitive service, product or website;

4.3.12 except as provided in these Terms, copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the Services, the Platform or the Website in any form and/or by any means;

4.3.13 remove and/or destroy any copyright notices and/or other proprietary markings contained on and/or in the Services, the Platform or the Website, or User Content that is not controlled by you;

4.3.14 access or attempt to access the account of another user without permission, or to obtain another user’s password or account information.

4.3.15 take any action that imposes or may impose an unreasonable and/or disproportionately large load on our (and/or our third party providers’) infrastructure;

4.3.16 run any form of auto-responder and/or “spam” on the Services or the Platform;

4.3.17 use the Services or the Platform for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines that may be applicable to the Services or the Platform;

4.3.18 access, store, distribute or transmit any viruses, malware, or other harmful material during the course of your use of the Service, the Platform or the Website.

4.4 Prohibited Content. You must not upload, submit, publish and/or otherwise distribute content that:

4.4.1 does not directly relate to a legitimate business or commercial operation that is either controlled by you or which you are authorized to represent, and/or is for purposes other than the furtherance of such business or commercial operation;

4.4.2 is solely for entertainment purposes;

4.4.3 promotes a business or commercial operation that engages in illegal activity or sexual services, promotes specious business schemes, or is a terror or hate group [**how do we feel about political operations or advocacy groups**]

4.4.4 is obscene, pornographic, contains or depicts nudity, is sexually explicit or promotes a sexual service, or is otherwise objectionable

4.4.5 infringes upon or violate the intellectual property, privacy or other rights or any other person or entity;

4.4.6 does not comply with applicable laws or regulations;

4.4.7 is obscene, pornographic, contains or depicts nudity, is sexually explicit or promotes a sexual service, or is otherwise objectionable.

4.5 Determination of Prohibited Actions. ContentGroove has the sole and absolute discretion to determine whether any of the Terms have been violated, specifically including matters set forth in this Section 4, regardless that such determination is subjective, and as to whether to suspend or terminate an account of use of the Services or the Platform.

4.6 Availability of Services. We do not guarantee that any content will be made available on the Services or the Platform, that we will create Clips from User Content, or that the Services or Platform will be available for use. While we use reasonable efforts to keep the Services and Platform accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and the Platform, and/or use of and/or access to your account or User Content due to circumstances both within our control (e.g., routine maintenance) and outside of our control. We reserve the right to, but do not have any obligation to, (i) remove, edit and/or modify any User Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims and/or allegations from third parties and/or authorities relating to such content and/or if we are concerned that you may have violated the Terms), and/or for no reason at all and (ii) remove or block any content from the Services or the Platform. ContentGroove retains the right, in its sole discretion, to deny access to and/or use of the Services, the Platform or the Website to anyone at any time and for any reason.

4.7 No Assurances as to Content. ContentGroove has no responsibility and/or liability for the deletion and/or accuracy of any User Content; the failure to store, display, publish, stream and/or distribute any User Content; and/or the security, privacy, storage and/or transmission of other communications originating with and/or involving use of the Services. We recommend that you maintain your own backup of any User Content any Clips in your control.

5. USER ACCOUNT

5.1 Creating an Account. To use the Services and the Platform, you must create an account (“Account”). Your Account requires you to (i) indicate agreement to the Terms, (ii) provide contact information, and (iii) submit any other form of authentication required during the registration process, including verification of your business or commercial operation and that you are 18 years or older and have the authority to agree to the Terms. You agree that ContentGroove will not be liable to you and/or to any third party for any suspension and/or termination of your Account and/or any refusal of any access to and/or use of the Services or the Platform. You must provide accurate and complete information and keep your Account information updated. You must not: (a) select and/or use as a username a name of another person with the intent to impersonate that person; (b) use as a username a name subject to any rights of a person other than you without appropriate authorization; and/or (c) use as a username a name that is otherwise offensive, vulgar and/or obscene. You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. Your Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. You must notify us immediately of any change in your eligibility to use the Services or the Platform (including any changes to your business or commercial operations), breach of security and/or unauthorized access to and/or use of your Account. You should never publish, distribute and/or post login information for your Account. If we terminate your Account, you may not subscribe under a new Account unless we formally invite you. You must immediately notify ContentGroove of any unauthorized uses of your Account or any other breaches of security. ContentGroove will not be liable for any acts and/or omissions by you, including without limitation any damages of any kind incurred as a result of such acts and/or omissions.

5.2 Fees. Access to and use of the Services and the Platform are currently fee-free. ContentGroove reserves the right to charge for access to and use of the Services and the Platform in the future. You will be notified if and when that occurs.

5.3 Feedback. If you provide us with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services, the Platform or the Website (“Feedback”), then you grant to ContentGroove a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Unless otherwise agreed in writing, ContentGroove will treat any Feedback you provide to ContentGroove as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit the Feedback.

6. ELECTRONIC COMMUNICATION

By using the Services, you agree to receive certain communications in connection with the Services. The communications between you and ContentGroove use electronic means, whether you use the Services or send us emails, or whether ContentGroove posts notices on the Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from ContentGroove in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that ContentGroove provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be a hardcopy in writing. The foregoing does not affect your non-waivable rights.

7. TERM; TERMINATION

Subject to this Section, the Terms will remain in full force and effect while you access and/or use the Services. We may terminate your Account and/or your access to and/or use of all or any part of the Services at any time, with or without cause, with or without notice, effective immediately and without liability, which may involve deletion of your User Content associated with your Account from our databases. You agree that ContentGroove will not be liable to you or to any third party for such removal. If you wish to terminate your Account, you may do so by following the instructions through your Account. ContentGroove will not have any liability whatsoever to you for any termination of your rights under the Terms, including without limitation for termination of your Account and/or deletion of your User Content.

8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

DISCLAIMER OF WARRANTIES. THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY CONTENTGROOVE TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS. CONTENTGROOVE DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH CONTENTGROOVE EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, CONTENTGROOVE AND/OR ITS LICENSORS AND PARTNERS MAKE NO WARRANTY THAT (I) THE SERVICES AND/OR CONTENT WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE. CONTENTGROOVE WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM CONTENTGROOVE AND/OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CONTENTGROOVE AND/OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT SHALL CONTENTGROOVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR (I) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CONTENTGROOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND/OR (II) ANY BUGS, VIRUSES, TROJAN HORSES, AND/OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY CONTENTGROOVE ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH STATES, CONTENTGROOVE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CONTENTGROOVE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE GREATER OF: (I) THE AMOUNT PAID BY YOU TO CONTENTGROOVE IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, AND (II) FIFTY DOLLARS ($50). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CONTENTGROOVE AND YOU.

9. INDEMNIFICATION

You will defend, indemnify and hold ContentGroove, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including without limitation reasonable attorneys’ fees, that arise from and/or relate to (i) your use of the Services and/or inability to use the Services; (ii) your User Content; (iii) your violation of the Terms, (iv) your violation of any rights of a third party through use of the Services or User Content; (v) fraud you commit and/or your intentional misconduct and/or negligence (vi) your interaction with any other user; and/or (vii) your use of the Services that is in violation of any applicable privacy law. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of ContentGroove. ContentGroove will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

10. MISCELLANEOUS

10.1 Entire Agreement. Unless otherwise agreed to by ContentGroove and you in writing, the Terms (including without limitation the terms and conditions set forth herein and ContentGroove’s operating rules, policies and/or procedures as described above) constitutes the entire agreement between ContentGroove and you concerning the subject matter hereof.

10.2 No Waiver. No waiver by ContentGroove of any breach and/or default and/or failure to exercise any right allowed under the Terms is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under the Terms.

10.3 Governing Law. This Agreement and any access to or use of the Services, the Platform or the Website, and any dispute arising thereunder will be governed by the laws of the State of California, U.S.A., without regard to conflict of law principles or provisions.

10.4 Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (that must be brought in the federal and state courts located in Santa Clara County, state of California), any dispute arising under the Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules (“Rules”) of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce the Terms shall be entitled to costs and attorneys’ fees. You can opt-out and decline this agreement to arbitrate by contacting ContentGroove within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted the Terms through use of the Services, Platform or Website, or when you established an Account).

10.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and ContentGroove in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND CONTENTGROOVE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

10.6 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF SECTION 10.4 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this Section is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead such claims and disputes shall be resolved in the federal and state courts located in Santa Clara County, state of California.

10.7 Severability. If any part of the Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.

10.8 Assignment. You may not assign your rights under the Terms to any other party without ContentGroove’s express prior written consent; ContentGroove may assign its rights under the Terms without condition and in its sole discretion. The Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

10.9 Force Majeure. Except for payment obligations by you, neither ContentGroove nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, shortages, riots, fires, acts of God, war, strikes, terrorism, and governmental action.

10.10 Survival. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.

11. BUSINESS CONTACT

If you would like to request additional information regarding a commercial relationship with ContentGroove, please contact us at info@ContentGroove.com.

12. COPYRIGHT AND TRADEMARK

If you believe that anything on the Website or Platform or through the Services infringes a copyright or a trademark that you own or control, you may notify contact:

Also, please note that if you knowingly misrepresent that any activity or material on the Website or Platform, or through the Services is infringing, you may be liable to ContentGroove for certain costs and damages.

If you believe your User Content was wrongly removed due to a mistake or misidentification in a copyright notice, you can send a counter notification to our Copyright Agent (contact information provided above). Please see 17 U.S.C. § 512(g)(3) for the requirements of a proper counter notification.