Groov Terms of Use

Important!

Our Programme is intended to help people and organisations understand issues relating to mental wellbeing, and to help people and organisations put strategies in place to improve wellness and daily mental wellbeing.  It is for informational purposes only, it is not intended as a substitute for medical or other professional advice, and the use of our Programme does not create a doctor/patient or healthcare professional/client relationship of any kind. Our Programme is aimed at people 18 years of age and older – it may not be suitable or optimal for minors. We make no warranties or representations about the accuracy, usefulness, or effectiveness of our Programme and we will not have any responsibility or liability for any consequences arising directly or indirectly from any action or inaction taken based on our Programme.

1. Application of these Terms

These Terms are binding and apply to your use of the Programme.  By visiting the Platform or using the Programme, you irrevocably agree to these Terms and our enforcement of these Terms against you. 

Please also read our privacy policy available on our website because it will apply to all the information provided to us and forms part of these Terms.

Where your access and use is on behalf of an organisation, you confirm that you are authorised to, and do in fact, agree to these Terms on the organisation’s behalf and that, by agreeing to these Terms on the organisations behalf, that organisation is bound by these Terms.

If you do not agree to be bound by these Terms you must not use the Programme.

2. Changes

We may revise these Terms at any time by notifying you of the changed terms via the Platform, email or by any other messaging facility.  Continued use after that notification constitutes your agreement to the revised Terms.

These Terms were last updated on 13 May 2020.

3. Definitions and interpretation

The following words and phrases have specific meanings wherever you see them used in these Terms:

Account means an account on the Platform of a person who completes the required registration process.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Platform. Our Confidential Information includes Intellectual Property owned by us, including relating to the Platform and the Programme. Your Confidential Information includes your Data.

Data means information (including Personal Information) which you have entered using the Programme which is stored on the Platform and includes, files, data, metadata, text, photographs and written posts.

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, utility models and rights in designs).

Groov means Groov Limited, a company registered in New Zealand under company number 6826940, and our, us and we used in these Terms refer to Groov.  

Personal Information means information about an identifiable, living person, and includes information about the health of an individual.

Platform means the Site and the Groov app which we use to provide the Programme.

Programme means the facilitation of the sharing of wellbeing resources. 

Site means the Groov website at groovnow.com or any variant thereof

Terms means these terms of use.

you means the person who accepts these Terms in accordance with clause 1 above.

4. Creating an Account 

In order to use certain features of the Platform, you must create an Account.

To create an Account, you must be over 18 years of age, a New Zealand resident or Australian resident and not have an existing Account. If you access our Platform from outside New Zealand or Australia, you do at your risk and you are responsible for compliance with laws applicable to your accessing the Platform from your location.

You agree to provide accurate, current and complete information during the Account registration process and to update such information to keep it accurate, current and complete at all times.  If you provide any false or misleading information, we may suspend or terminate your Account in accordance with clause 5.

During the Account registration process, you must choose a password as part of our security procedures.  You must ensure that your password is strong and not disclose it to any third party.

You must not allow others to access or use your Account. No matter whether anyone using your Account is authorised to use it or has obtained unauthorised access, you will remain responsible for their actions and omissions.

You must tell us immediately if you think that someone has used or has unauthorised access to your Account or password, or there has been some other security breach.

5. Suspending or terminating your Account

If we give users the ability to suspend their Accounts, details will be made available on the Platform and you may suspend your Account in accordance with those details. While your Account is suspended you may not be able to access your Data or use the Programme. 

You may close your Account at any time by following the Account closing process outlined on the Platform.

We have the right to suspend or terminate your Account at any time, for any reason or no reason, which need not be disclosed to you.  This includes but is not limited to Accounts that we consider, in our sole discretion, contains invalid information or to have been used for inappropriate or objectionable activities, in violation of these Terms, or use in breach of any law in any jurisdiction or which are, or may be, harmful or detrimental to Groov or the Platform.

If your employer has gifted you the use of the Programme and they terminate their contract with us, we may exercise our discretion to terminate your Account.

If we exercise our discretion under these Terms to suspend or terminate your Account, any or all of the following can occur with or without any notice or explanation to you:

• your Account will be deactivated or suspended and you will not be able to access any part of the Platform, your Account or your Data; and

• we do not have an obligation to return your Data.

6. Account access

We reserve the right to access your Account in order to respond to your requests for technical support.

We may suspend, withdraw or restrict the availability of all or any part of our Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

7. Your obligations

You must comply with all applicable laws, regulations and rules when using the Platform and with respect to any Data you upload to the Platform.

You must not commercially exploit the Programme.

You must provide to us, or procure for us, such cooperation and information and documentation as are reasonably necessary to enable us to perform our obligations under these Terms.

8. Your Data

You warrant by using the Programme that all Data you upload to the Platform:

• is in compliance with all applicable laws, rules and regulations,

• does not breach any third party right (including Intellectual Property Rights and privacy rights);

• is not objectionable, defamatory, or obscene, indecent, offensive, discriminatory, abusive, or harassing, threatening or harmful to any other person, or unlawful in any way; and

• is not incorrect, or misleading or deceptive.

You acknowledge that all content accessed through your use of the Programme is at your own risk and that you are solely responsible for any resulting damage or loss to you or any other party.

You must maintain copies of all Data you upload to the Platform. We do not make any guarantees that there will be no loss of your Data. You should download your Data prior to terminating your Account.

If we terminate your Account because you have breached these Terms we may delete your Data immediately or keep it for evidential purposes. In circumstances where we cease providing the Programme for other reasons, we will, if reasonably practicable and we are not prevented by law or likely to incur any liability in doing so, give you 10 days’ notice to retrieve your Data.

9. Privacy and Personal Information

Please see our privacy policy available on the Site and/or our app for information concerning our collection and use of Personal Information. 

Where you have accepted these Terms on behalf of an organisation, you warrant in respect of all Personal Information which is contained in any Data that you upload to the Platform, that you have the right to collect and use that Personal Information and to make it available to us and our third party service providers so that we can together deliver the Programme.  You further warrant that our and those third parties’ collection, storage, distribution, disclosure and other use of that Personal Information to deliver the Programme will not breach any privacy, data protection or other similar law in any jurisdiction.

10. Viruses

We do not guarantee that the Platform will be secure or free from bugs or viruses or any other type of malicious code or software.  You are responsible for configuring your device in order to access the Platform (if applicable).  You should use your own virus protection software.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your device, software, data or other proprietary material due to your use of the Platform or to your downloading of any content from the Platform.

You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform.  You must not attack the Platform (if applicable) via a denial-of-service attack or a distributed denial-of service attack.

11. Intellectual Property Rights

We and our licensors own all right, title and interest, including all Intellectual Property Rights, in and to the Platform and the Programme and any suggestions, enhancements, requests, recommendations, corrections or other feedback you provide relating to the Platform and the Programme.

Subject to these Terms, we grant you a worldwide, non-exclusive licence to access and use the Platform and Programme.

You own all right, title and interest, including Intellectual Property Rights, in and to your Data.

You grant us a worldwide non-exclusive licence to copy, reproduce, store, distribute, publish, export and otherwise deal with your Data for the purposes set out in our privacy policy.

You warrant that you own, or are authorised to use, any Intellectual Property Rights in any Data you upload to the Platform.

If we reasonably determine, or any third party alleges, that the use of the Programme by you in accordance with these Terms infringes any person’s Intellectual Property Rights, we may take any action that we deem appropriate in the circumstances, which may include (but is not limited to):

• modifying or revoking the Programme in such a way that they no longer infringe the relevant Intellectual Property Rights; or

• procuring for you the right to use the Programme in accordance with these Terms; or

• ceasing the provision of the Platform and the Programme.

For the avoidance of doubt, you have no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.  In addition, you agree not to reverse engineer, reproduce, duplicate, copy, sell, assign, resell or exploit any portion of the Platform or use or access the same without our express prior written permission.

12. Third-party websites

We do not endorse, approve or recommend, or have responsibility for any third party websites that we provide links to from the Platform. To the maximum extent permitted by law, we exclude all responsibility or liability for those third party websites.

We have no control over the contents of those You use all third party links and your access is at your own risk. When you click on any of the third party links, the applicable third party’s terms and policies apply, not these Terms.

13. Social media websites

You acknowledge that if you share any of your Personal Information on a third party social media website or app (e.g. Facebook, Twitter, Instagram), your Personal Information may be collected or used by the third-party website or app and/or the users of these sites, and could result in you receiving unsolicited messages. We encourage you to review the privacy policies and settings of the social media websites and apps you interact with.

14. Acknowledgements

You acknowledge that:

• if you choose to use the Programme, you do so at your own risk;

• complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the these Terms, we give no warranty or representation that the Programme will be wholly free from defects, errors and bugs, or available on an uninterrupted basis;

• complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms, we give no warranty or representation that the Programme will be entirely secure; and

• the Programme is designed to be compatible only with that software and those systems advised by us from time to time; and we do not warrant or represent that the Programme will be compatible with any other software or systems.

15. Limitations and exclusions of liability

To the extent permitted by law, Groov excludes all conditions, warranties, representations or other terms not set out in these Terms which may apply to the Programme, whether express or implied.  Groov will not be liable to you or other third party for any direct, indirect or consequential loss, cost, lost opportunity or profit, lost goodwill, reputational damage or liability or other adverse event whatsoever, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, the Programme, the Platform, any websites linked to them, any content on our Programme, the Platform or such other websites or any services or items obtained through our Programme, the Platform, or such other websites.

However, nothing in these Terms excludes or limits consumer rights under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, the Australian Consumer Law or any other similar consumer protection law where those rights cannot by law be excluded or limited.  Where permissible by law, our maximum liability to you under or in connection with these Terms or in connection with the Programme or your access and use of (or inability to accesses or use) the Programme is $100.

16. General 

We may assign or transfer our rights under these Terms, at our sole discretion, without restriction.  You may not assign or transfer your rights under these Terms without our prior written consent, which may be withheld in our absolute discretion. References to either of us in these Terms include our permitted assigns.

Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given by us:

• via email (in each case to the address that you provide); or

• via the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is sent.

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

No failure or delay by us to exercise any right or remedy provided under these Terms or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy by us will prevent or restrict the further exercise of that or any other right or remedy. 

If any provision or part-provision of these Terms is or becomes void, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be severable and deemed to be deleted, and will not affect the validity, legality or enforceability of the remaining provisions.