These Gruve Terms of Service (“Terms”) create a binding agreement between you and Gruve Inc. allowing you to access and use the Gruve website located at www.gruve.ca and the Gruve mobile application, including any subdomains thereof and any other websites through which Gruve makes its services available (collectively, “Site”, “The Platform”, the “Gruve Platform”). When these Terms mention “Gruve”, the “Company”, “we”, “us”, or “our” it refers to Gruve Inc. The Terms, together with any documents and/or additional terms they expressly incorporate by reference, govern your access to, and use of, The Platform, including any and all content, functionality, products and services offered on or through The Platform. For the purposes of these Terms, the word “content” includes any text, photographs, images, graphics, software, source code, apps, specifications, audio files, videos, articles, blogs, trademarks, logos and other information or materials available through The Platform.

Services Rendered

The Gruve Platform is an online marketplace that enables registered performers (“Artist(s)”) to connect with registered hosts (“Host(s)”). The Host can use The Platform to post listings of events requiring performance of an Artist (“Listing”) and The Platform facilitates the Host’s connection with Artists who will apply to perform pursuant to the Listing. The location of the Listing is referred to as “Venue”. The “Event” refers to the performance at the Venue during the time specified in the Listing. From the pool of Artists who have applied to the Listing, the Host can select the appropriate Artist to perform during the Event. When these Terms mention “User(s)”, it refers to Artist(s), Host(s) and any other visitor(s)/user(s) of The Platform.

As the provider of the Site, we do not own, create, sell, resell, manage or supply any Listings. Hosts alone are responsible for their Listings. Hosts have complete discretion whether to post a Listing and Artists have complete discretion whether to apply for a Listing.

Artists contract for the Event directly with the Hosts and the Company is not a party to any such contracts. The Platform merely provides a medium through which Artists can connect with Hosts, apply for the Listing and perform at the Event. You acknowledge that we do not supervise, direct or control the acts and omissions of any User. The Company is not an employment service and does not serve as an employer of any Artists or any Host. The Company does not act as a Host or an Artist nor does it offer any Venues or Events.

THE COMPANY, THROUGH THE PLATFORM, OFFERS INFORMATION AND A METHOD TO CONNECT ARTISTS AND HOSTS, BUT DOES NOT, AND DOES NOT INTEND TO, PROVIDE ANY SERVICES OR MERCHANDISE ITSELF OR ACT IN ANY WAY AS A RETAILER, DISTRIBUTOR, MANUFACTURER, EVENT MANAGER, EVENT PLANNER, ARTIST OR HOST AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTIVITY BY ANY USER OF THE PLATFORM OR ANY EVENT THAT OCCURRED AS A RESULT OF A USER’S USE OF THE PLATFORM. The Company does not guarantee, nor do we provide any warranties with respect to, the quality, speed, efficiency or workmanship of the Artist’s performance or the Host’s Event nor does the Company guarantee that an Artist’s application for a Listing will be accepted by a Host nor that a Host will receive applications from any Artists for its Listing. YOU UNDERSTAND, THEREFORE, THAT BY USING THE PLATFORM, YOU MAY BE EXPOSED TO SITUATIONS AND ENVIRONMENTS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOUR USE OF THE PLATFORM AND YOUR RELATIONSHIP WITH ANY OTHER USER IS AT YOUR OWN RISK. Each User should exercise caution and due diligence to protect its personal safety and property with respect to its use of The Platform. BY USING THE PLATFORM, EACH USER AGREES TO HOLD THE COMPANY FREE FROM ANY AND ALL LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE USE OF THE PLATFORM.

THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING ARTISTS AND HOSTS, AND WILL NOT BE LIABLE FOR ANY claims, injuries, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) ARISING IN CONNECTION WITH ANY LISTING, VENUE OR EVENT. Gruve has no control over and does not guarantee: (a) the safety or legality of any Listings; (b) the truth or accuracy of any Listing descriptions, ratings or reviews; and (c) the performance of an Artist. Users should always exercise due diligence and care when deciding whether to participate in an Event, or when interacting with each other, whether online or in person.

Publicly available User content from The Platform may appear on other websites. This will allow us to promote The Platform to an audience from other websites. We are not liable for the interpretation of User content by the audience of other websites as well as their collection of our publicly available User content.

Eligibility and Verification

The Platform is designed and intended for use by adults. If you are under 18, you may not use The Platform. By using The Platform, you represent and warrant that you are lawfully able to enter into contracts. If you do not meet all our eligibility requirements, you must not access or use The Platform. We may ask Users to validate their identity by providing government identification, if we feel it is necessary.

We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to,and continued use of, The Platform. You agree to periodically review these Terms to be aware of any such modifications. Your continued use of The Platform shall constitute your acceptance of the then-current Platform Terms.

The content on The Platform and The Platform itself may be changed, withdrawn or terminated at any time in our sole discretion without notice to you or any other User. We will not be liable if for any reason all or any part of The Platform is restricted to you or any other User or is unavailable at any time or for any period.

Your Use of The Platform and Account Set-Up and Security

You are responsible for obtaining your own access to The Platform and for The Platform’s availability and performance. You are required to ensure that all persons who access The Platform through your internet connection are aware of, and comply with, these Terms. You are responsible for any security breaches or performance issues relating to accessing The Platform.

The Platform may require User registration. It is a condition of your use of The Platform that all the information you provide on The Platform is correct, true, unaltered, current, accurate and complete. Unless otherwise indicated by us in writing, each registration is for a single User only.

Your provision of registration information and any submissions you make to The Platform through any functionality such as applications, orders, personal profiles, chat rooms, e-mail, message boards, personal or interest group web pages, profiles, forums, online forms, blogs, bulletin boards, and other such functions (collectively, “Interactive Functions”) constitute your consent to all actions we take with respect to such information in accordance with the Privacy Policy.

Any username, password or any other piece of information chosen by you or provided to you as part of our security procedures must be treated as confidential, and you must not disclose such information to any other individual or entity. You must exercise caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided with an account through The Platform, your account is personal to you and you agree not to provide any other individual or entity with access to The Platform or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to, or use of, your username or password or any other breach of security. You also agree to ensure that you logout from your account with The Platform at the end of each session. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including, but not limited to, your violation of any provision of these Terms. Upon termination or disablement of your account, we will not provide you with any refunds or credits of any kind whatsoever. If we disable or terminate your account for any reason, you are prohibited from registering and creating a new account under your name or email address, a fake or borrowed name or the name of any third party, even if you may be acting on behalf of the third party.

You are prohibited from attempting to circumvent and from violating the security of The Platform including without limitation: (a) accessing content and data that is not intended for you;(b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to Users, hosts, servers or networks; (d)illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting The Platform owner’s ability to monitor The Platform; (f) using any robot, data mining, spider or other automatic device, process or means to access The Platform for any purpose, including monitoring or copying any of The Platform content; (g) introducing any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (h) attacking The Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; (i) attempting to decompile or reverse engineer any software contained on The Platform; and (j) otherwise attempting to interfere with the proper working of The Platform. You may not use any network monitoring or discovery software to determine the site architecture or extract information about usage or Users.

Conduct

You understand and agree that The Platform and its entire content, features, Interactive Functions and functionality, including but not limited to all displays, design, presentation, selection and arrangement, are owned by the Company, its licensors or other providers of such content, features, Interactive Functions and functionality and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret and any other proprietary rights. We claim copyright in The Platform to the fullest extent allowed by applicable law.

You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the content on our Platform, in any form or medium whatsoever except:

  • Your device and browser may temporarily store, or cache copies of Platform content being accessed and viewed; and
  • A reasonable number of copies for your personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication or distribution of any kind on any medium whatsoever.

You are not permitted to modify copies of any content from The Platform nor to delete or alter any copyright, trademark or other proprietary rights notices from copies of content from The Platform.

If you print, copy or download any part of The Platform in breach of these Terms, your right to use The Platform will cease immediately and you must, at our option, return or destroy any copies of the content you have made. You have no right, title or interest in or to The Platform or to any Platform content, and all rights not expressly granted are reserved by the Company. Any use of The Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other intellectual property laws.

All listings must provide truthful and accurate content. If the Venue serves alcohol, the Host must take necessary measures to ensure that all patrons consuming alcohol are of the legal drinking age within the applicable jurisdiction. We are not liable for under age consumption of alcohol at any venue that is associated with a listing on The Platform.

Conditions of Use, User Submissions and Platform Content Standards

As a condition of your access to, and use of, The Platform, you agree that you may use The Platform only for lawful purposes and in accordance with these Terms.

Each User may use The Platform with respect to a location where such person is legally authorized to use The Platform. Hosts agree to treat Artists courteously and lawfully, to provide a safe and appropriate working environment that is in compliance with all applicable laws and regulations, and to provide reasonable co-operation to Artists. Hosts agree to conduct all Events and reserve Venues in accordance with all applicable laws and regulations. Artists agree to use their best efforts in their performance of their obligations outlined in the Listing.

The following content standards apply to any and all content you submit, post, publish, display or transmit (collectively, “submit”) to The Platform, to other Users or other persons (collectively, “User Submissions”) and any and all Interactive Functions. It is your responsibility to ensure that any and all User Submissions comply with all applicable federal, provincial, local and international laws, rules and regulations.

Without limiting the foregoing, you warrant and agree that your use of The Platform and any User Submissions shall not:

  1. In any manner violate any applicable federal, provincial, local or international law, rule or regulation including, without limitation, any law regarding the export of data or software, patent, trademark, trade secret, copyright or other intellectual property or any other legal rights (including the rights of publicity and privacy of others) or contain any content that could give rise to any civil or criminal liability under applicable laws, rules or regulations or that otherwise may be in conflict with these Terms and the Privacy Policy;
  2. Include or contain any content that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age or other such prohibited ground or is otherwise objectionable;
  3. Involve stalking or attempting to exploit any person or to harm minors in any way by exposing them to inappropriate content or otherwise;
  4. Involve asking for personal information of any individual;
  5. Involve, provide or contribute any false, inaccurate, incomplete or misleading information;
  6. Include sending, knowingly receiving, uploading, downloading, using or reusing any content that does not comply with these Terms;
  7. Impersonate or attempt to impersonate the Company, a Company employee, another User or any other individual or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
  8. Transmit, barter, advertise or procure the sending of any advertisements, commercial activities, sales or any other similar solicitation including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions;
  9. Include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of The Platform, or which, as determined by us in our sole discretion, may harm the Company or other Users of The Platform or expose them to liability;
  10. Include causing annoyance, inconvenience or needless anxiety or be likely to upset, embarrass or alarm any person;
  11. Promote any illegal activity, or advocate, promote or assist any unlawful act; and
  12. Give the impression that they originate from or are endorsed by us or any person or entity, if this is not the case.

The list of prohibitions above provides examples and is not complete, exhaustive or exclusive. The prohibitions listed above do not require the Company to monitor, police or remove any User Submissions or other information submitted by you or any other User. It is your responsibility to ensure that your use of The Platform and any User Submissions do not violate the prohibitions above.

You agree to comply with all applicable privacy and data protection regulations. Further, you agree to not use The Platform to send us sensitive information where unauthorized disclosure could cause any harm or impact to us or any other individual or entity.

User Submissions: Grant of License

The Platform may contain Interactive Functions allowing User Submissions on or through The Platform.

We will not be subject to any confidentiality requirements or obligations with respect to any and all User Submissions that you submit to The Platform. By providing any User Submission to The Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to a world-wide, royalty free, perpetual, irrevocable and non-exclusive license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such content for any purpose and/or to incorporate such content into any form, medium or technology throughout the world without compensation to you. You waive any moral rights or other rights of authorship as a condition of submitting any User Submission.

By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the license hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns and to comply with these Terms. You represent and warrant that all User Submissions comply with all applicable laws and these Terms.

You understand and agree that you, not the Company, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its correctness, truthfulness, currency, accuracy and completeness. We are not responsible or legally liable to you or any third party for the User Submissions or the correctness, truthfulness, currency, accuracy and completeness of any User Submissions submitted by you or any other User of The Platform.

Insurance

You hereby acknowledge and agree that it is your responsibility to have and to maintain in force any and all policies of insurance, with policy limits sufficient to protect and indemnify the Company from any claims, injuries, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising from your use of The Platform, the Listings, the Event(s) and the Venue(s), which policy will include coverage insuring the activities of Hosts and Artists.

Platform Monitoring and Enforcement; Suspension and Termination

We reserve the right, without provision of any notice to you, to:

  1. Remove, modify, edit or refuse to post on The Platform any User Submissions for any or no reason in our sole discretion;
  2. At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion for any reason or no reason;
  3. Take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of The Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Submission on or through The Platform; and
  4. Terminate or suspend your access to all or part of The Platform for any or no reason, including without limitation, any violation of these Terms.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, INJURIES, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE LEGAL FEES) RESULTING FROM ANY ACTION OR PROCEEDING TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation and no responsibility to monitor The Platform or its use, and we do not and cannot undertake to review any and all User Submissions that you or other Users submit to The Platform. We cannot ensure prompt removal of objectionable content after it has been posted and we have no liability for any action or inaction regarding any User Submissions submitted by you or any other User.

Privacy

Any User information submitted through The Platform and all User Submissions will be deemed our property and your submissions and use of The Platform constitute your consent to the collection, use, maintenance, transfer and disclosure of any such User information and User Submissions as we deem necessary, in accordance with the Privacy Policy.

By using The Platform, you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze Platform use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies; however, if you do turn off cookies, some areas of The Platform may not function adequately.

Communications Not Confidential

It is our policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your content, information, ideas, suggestions or other materials are similar to those we have developed or are developing independently. Accordingly, we do not accept unsolicited content, information, ideas, suggestions or other materials, and take no responsibility for any content, information, ideas, suggestions or other materials so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions or other materials, you further agree that we are free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever and in our sole discretion, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

Terms of Sale

You are solely responsible and liable for all activities, including, without limitation, all purchases through The Platform that occur under your account or your account password. By ordering and/or accepting any product or service purchased through The Platform, you agree to be bound by these Terms. You should review these Terms each time you make a purchase.

We reserve the right, in our sole discretion, to charge fees for the use or purchase of, or access to, any products, services or content offered through The Platform, at any time and from time to time.

We reserve the right to charge different amounts for the same or similar services and/or products depending on the location of Artists and/or Hosts and depending on the frequency of purchase of such services and/or products.

You must select a payment method to pay for any product or service purchased by you through The Platform. You must give us accurate billing and payment information. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees and surcharges. You authorize us or our third-party service providers to charge your designated payment method for these charges. If we do not receive payment from your designated payment method, you agree to pay all amounts due upon demand by the Company.

You must notify us about any billing problems or discrepancies no later than 90 days after they first appear on your account statement. If you do not bring any billing problems or discrepancies to our attention within 90 days, you agree that you waive your right to dispute such billing problems or discrepancies and we will be under no obligation to address any such billing problems or discrepancies. We use Stripe, Inc.’s payment processing services and therefore, any payments made through The Platform are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By using The Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe, Inc. from time to time. As a condition of The Platform enabling payment processing services through Stripe, Inc.’s platform, you agree to provide us with accurate and complete information about you and you authorize us to share it and other transaction information related to your use of the payment processing services provided by Stripe, Inc.

We also use the services of PayPal Inc. to process payments. If you pay by PayPal you will be asked to log in to your PayPal account with your email address and password to confirm the payment. You must have a valid PayPal account to make payments using your PayPal account. An Artist may only receive payment from a Host with respect to an Event through the Artist’s valid PayPal account. By using The Platform, you agree to be bound by the PayPal User Agreement, as the same may be modified by PayPal Inc. from time to time. As a condition of The Platform enabling payment processing services through PayPal Inc.’s platform, you agree to provide us with accurate and complete information about you and you authorize us to share it and other transaction information related to your use of the payment processing services provided by PayPal Inc.

Cancellations

If an Artist is selected by a Host for a Listing, such Artist must attend and perform at the Event from the start time specified on the applicable Listing (“start time”) until the end time specified on the applicable Listing (“end time”). If an Artist does not attend the Event or cancels its attendance to an Event, such Artist will not be compensated the applicable Listing fee.

If a Host has not selected an Artist for a Listing, the Host may cancel such Listing at no charge. However, if the Host selected an Artist and cancels such Listing within 48 hours of start time, the Artist is entitled to 50% of the applicable Listing fee. The remaining 50% will be entitled to Gruve, and may be refunded to the Host to incentivize them to post another event.

Reviews

After each Event, the Host may provide a review on the Artist’s performance. The review must be an accurate and truthful representation of the performance of the Artist. Gruve is not liable for any reviews or for any claims, injuries, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising therefrom.

Damages

We are not liable for any damages that are caused at the Venue during the Event. Users are solely liable for any damages.

General Requirements

  • A Host may only use a Venue for its Listing if it has the authority to do so.
  • Users will only engage in a Listing in good faith. Users will not engage in an Event without the intention of participating.

No Reliance

The content on our Platform is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from taking, any action based on the content on The Platform. Many factors unknown to us may affect the applicability of any content contained on The Platform to your circumstances and any use of the content contained on The Platform is at your own risk. The content contained on The Platform is not intended to be a substitute for professional advice. Always seek professional advice with any specific questions you may have. Never disregard professional advice or delay in seeking it because of something you have read on The Platform.

Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete, reliable or up to date. Your use of The Platform is at your own risk and the Company has no responsibility or liability whatsoever for your use of The Platform.

The Platform may include content provided by third parties, including from other Users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the individual or entity providing such content. Such content does not necessarily reflect the opinion of the Company. The Company is not responsible, or liable to you or any other party, for the content or accuracy of any third-party content.

Electronic Delivery Policy

The Company, as an online business, transacts with the Users of The Platform electronically. WHEN YOU REGISTER WITH THE PLATFORM, YOU CONSENT TO RECEIVE ELECTRONICALLY FROM US ANY PRIVACY OR OTHER NOTICES, AGREEMENTS, DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS OR OTHER RECORDS (COLLECTIVELY, “NOTICES”). You agree that we generally can send you electronic Notices in either or both of the following ways: (a) to the e-mail address that you provided to us during registration; or (b) we may post Notices on The Platform. You acknowledge and agree that any electronic communication in the form of such email or posting on The Platform shall satisfy any legal requirement that such communication be in writing. You must check your designated e-mail address regularly for Notices. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice, when you receive it or whether you actually receive the Notice. Your only method of withdrawing consent to receive Notices electronically is to terminate any registrations, subscriptions or services provided through The Platform or e-mail. You must have a personal device or a computer with an internet browser and internet e-mail software to access electronic communications. You will need a printer attached to your device to print any Notices. You can retrieve an electronic copy and a printable version of these Terms by clicking on the “Terms of Service” link located at the bottom of each web page of The Platform.

Third Party Websites

For your convenience, The Platform may provide links or pointers to third-party websites. We make no representations about any other websites that may be accessed from The Platform. If you choose to access any such website, you do so at your own risk. We have no control over the content of any such third-party websites, and accept no responsibility for such websites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party websites. Any reference on The Platform to any product or service by trade name, trademark, hypertext link or otherwise is provided to you for your convenience only and does not constitute or imply its endorsement or recommendation by the Company.

Such links to third party websites from The Platform, may include links to certain social media features that enable you to link or transmit certain limited content from The Platform. You may only use these features when they are provided by us and solely with respect to the content identified. Such features and links to third party websites are subject to any additional terms and conditions we provide with respect to such features.

You may link to our homepage only, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. The Platform must not be framed on any other website, nor may you create a link to any part of The Platform other than the homepage. We reserve the right to withdraw linking permission from you or any other User without notice. It is your responsibility to ensure that the website in which you are linking complies in all respects with these Terms. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

Geographic Restrictions

The owner of The Platform is based in the Province of Ontario in Canada. We provide The Platform for use only by persons located in Canada. The Platform is not intended for use in any jurisdiction where its use is not permitted. If you access The Platform from any country other than Canada, you do so at your own risk, and you are responsible for compliance with local laws of your jurisdiction.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES, PRODUCTS, MERCHANDISE OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES, PRODUCTS, MERCHANDISE OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS MAKE ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE PLATFORM OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES, PRODUCTS, MERCHANDISE OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENT ON THE PLATFORM.

We cannot and do not guarantee or warrant that content available for downloading from the internet or The Platform will be free of viruses or other destructive code. You are solely and entirely responsible for your use of The Platform and your device, internet and data security. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE EQUIPMENT, DEVICE PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES, MERCHANDISE, PRODUCTS OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM OR DUE TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON THE PLATFORM, OR ON ANY WEBSITE LINKED TO IT.

Limitation on Liability

UNDER NO CIRCUMSTANCE WILL THE COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OR HAD REASON TO KNOW OR IF IT WAS REASONABLY FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, INABILITY TO USE OR RELIANCE ON, THE PLATFORM, ANY LINKED WEBSITES OR SUCH OTHER THIRD PARTY WEBSITES, OR ANY CONTENT THEREON. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING THE PLATFORM. REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM EXCEED THE LESSER OF $10 OR THE TOTAL AMOUNT YOU PAID TO THE COMPANY IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Claims

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM MUST BE BROUGHT WITHIN TWO (2) YEARS OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates and their respective directors, officers, shareholders, employees, agents, service providers, representatives, contractors, licensors, suppliers, successors and assigns from and against any claims, injuries, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms or your use of The Platform, including, but not limited to, your User Submissions, third party websites, any use of The Platform’s content, the Listing, the Event, the Venue and any other services and products other than as expressly authorized in these Terms.

Governing Law and Jurisdiction

The Platform, and your use thereof, the Privacy Policy and these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence or physical location.

Any action or proceeding arising out of or relating to The Platform and under these Terms will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and you and the Company irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. Before you can commence any action or proceeding arising out of or relating to The Platform and these Terms, you must first give us an opportunity to resolve such matter by emailing us at info@gruve.ca and provide us with the following information: (a) your name; (b) your address; (c) a written description of your claim; and (d) a description of the specific relief you seek.

Waiver

No waiver by the Company under these Terms is effective unless it is in writing and signed by an authorized representative of the Company. No failure to exercise, or delay in exercising, any right, remedy, power or privilege of the Company arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege of the Company hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Severability

If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Entire Agreement

These Terms and the Privacy Policy constitute the sole and entire agreement between you and the Company regarding The Platform, and your use thereof, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Indemnification

Users shall hold Gruve and its subsidiaries, affiliates, officers, agents and employees harmless from any claims, damages, losses and legal fees incurred because of their engagement with The Platform.

Questions and Concerns

If users have any questions or concerns regarding this Terms of Service or general inquiries regarding The Platform, we encourage Users to contact us under the “Support” section of The Platform. We will respond to email as time permits. We have no obligation to respond to any email.

Alternatively, Users may email us directly; info@gruve.ca.