Terms and Conditions

Table of Contents

Introduction

LearnGrove Terms 5/29/2024

Welcome to LearnGrove! LearnGrove (“Product”) is a product of Datagrove Inc., Datagrove (referred to as “Datagrove”, “us”, “we”, or “our”) has adopted the following Terms of Service which govern your relationship with Datagrove and provide important information about your legal right (“Terms”).

These Terms explain the rules you need to follow when you visit our marketplace at LearnGrove.co and related subdomains (together, the “LearnGrove Marketplace”), any affiliated web pages we may host (which together with the LearnGrove Marketplace may be referred to as the “Sites” in these terms), our mobile applications (“Apps”), and any other services we might offer (together the Sites, Apps, and related services are our “Services”).

Please note that these Terms contain a binding arbitration clause as well as a class action waiver.

The LearnGrove Marketplace is an open platform where creators, learners, and educators can discover, buy, sell, and share original teaching and learning content, purchase supplies for content creation (“Resources”), and share learning-related events (“Events”). Resources may include electronically delivered files, digital products, streaming video, physical or used goods, and other product types. Datagrove may modify, add, discontinue support for, or limit the availability of any product type at any time. Datagrove is not the creator, organizer, or owner of any Events listed on the Services and may modify, add, discontinue support for, or limit the availability of any event type at any time. A Resource together with the Resource title, description, and other listing information or an Event together with its title, time, location and other listing information make up a “Listing”. Datagrove at no time owns, sells, or organizes Resources or Events for or on behalf of Creators.

The individual listing the Resource or Event (“Creator”) is solely responsible for ensuring that their Listing is accurate and complies with all applicable laws, rules, regulations, and that the goods and services described in the Listing are delivered as described in an accurate, satisfactory manner.

Users of the LearnGrove Marketplace include members (“Members”) who have registered for a buyer or seller account (“Account”) and visitors (“Visitors”) who browse the marketplace without registering for an Account (“Visitors”). Together Members and Visitors are our users (“Users”).

By using our Services as a Visitor, Member, or in any other manner, you agree to follow these Terms, including the terms of our Privacy Policy, Copyright & Trademark Policy, Community Guidelines, Seller Fees and Payout Rates Policy and any other terms or policies which are incorporated as part of these Terms.

1. Membership

a. Eligibility

To use many aspects of our Services, you’ll be asked to become a Member. Only individuals who are 18 years of age or older are eligible to become Members. By registering for an Account or using our Services, you represent and warrant that you are at least 18 years old.

When you create an Account, the information you provide needs to be true and accurate. Don’t provide fake or false information, don’t provide information that violates someone else’s rights, and don’t impersonate someone else.

We may ask for proof of your age or identity at any time in order to verify your Account and we may close or suspend access to your Account if you violate this rule or if we are unable to verify your age or identity.

If you’re a school, organization, government, business, or other entity, the person whose email address is associated with the Account must have authority to bind the entity to this Agreement.

If your Account has been closed by Datagrove, you are no longer eligible to be a Member of our community.

b. Email Address & Password

Your email address will serve as your username for accessing the Services. You have the option to choose a display name for your account. Your display name can’t be inappropriate, offensive, or something that violates the rights of others.

You will also be asked to pick a password to protect your Account. Together this information is used to access your Account. It is your responsibility to keep your login information confidential and you are responsible for any and all activity that happens under your Account whether or not you authorized it. If you believe that your Account has been accessed by an unauthorized person, please contact our Customer Experience team as quickly as possible at [email protected] so we can help.

c. Membership types

Buyers. You can join LearnGrove as a Buyer to use our Services for purchasing and downloading Resources and responding to and paying for Events (“Buyer”, “Buyer Membership”). A Buyer Account is owned by the individual whose name and email address are listed on the Account profile. As a Buyer, you’ll be able to make purchases, download free and purchased Resources, post Feedback, questions, comments, requests, or other public messages (“Communications”), submit requests for custom products, connect with other Members, and enjoy other features and services we may offer.

Sellers. You can enjoy additional capabilities that allow you to offer and sell Resources through our Services as a Seller (“Creator”, “Seller”, “Seller Membership”). Sellers include individuals offering their own authored works or hosted events. Datagrove reserves the right to modify your Seller Membership type at any time at our discretion.

Seller Memberships have all the same features of Buyer Memberships plus the ability to upload and sell Resources, post Events, access sales data, access marketing features and tools, and access additional information and communication features.

d. Memberships & Fees

Purchases, taxes, and fees. You are responsible for paying any amounts due, including any applicable taxes, when you make purchases on LearnGrove. When you purchase on LearnGrove, you will be charged (in U.S. Dollars) the list price for each item as well as applicable state and local sales taxes, and any fees associated with your order. By placing an order, you represent and warrant that the billing information you’ve provided is accurate. As set forth in section five below, for states with applicable marketplace collection laws, and for certain other states in which Datagrove has received permission (including by having entered into a collection agreement), Datagrove will calculate, collect, and remit applicable sales tax. Where sales tax applies to your order, the amount of tax due will be estimated at checkout and may differ from the final sales tax amount that will be charged when your order is processed. Where sales tax is not collected, you are solely responsible for the payment of any use tax that may apply to your purchase and you may be required to file a use tax return to pay such taxes.

Buyers. Joining as a Buyer is free. Buyers may, at any time, and after paying any applicable fees, upgrade to a Seller Membership.

Sellers. We may offer various Seller Membership options. Each Seller Membership has different features and privileges, Payout Rates, and Fees. Datagrove may modify Seller Membership options, features, privileges, Payout Rates and Fees at any time.

“Fees” include (1) membership subscription fees charged each membership term (“Membership Fees”), and (2) fees charged per Resource or Event ticket sold (“Transaction Fees”).

Additional details regarding Fees and Payout Rates are defined in our Seller Fees and Payout Rates Policy which is incorporated as part of these Terms. For any membership for which a Membership Fee applies, your membership will automatically renew each term unless you cancel the renewal. You may contact us to request a cancellation of future renewals.

In advance of any Fee increase or change in Marketplace Payout Rates, we’ll notify all affected Users at the email address associated with the account in accordance with these Terms.

Sellers are responsible for any other fees or costs they may incur and for paying any applicable income, sales, or other taxes they may be subject to as a result of using our Services.

e. Relationship

These Terms are the entire agreement between you and Datagrove, and they govern your relationship with Datagrove. Becoming a Member of our Services does not create an agency, employment, or partnership relationship between you and Datagrove. Datagrove is not the employer of, and does not act as an agent for, any Member.

f. Account Closure

Closure by Datagrove. We may at our discretion close or suspend the Account of any Member at any time for any reason, with or without notice.

Closure by You. You have the right to close your LearnGrove account at any time. You can close your account by contacting us at [email protected].

Effect of Account Closure. After your account is closed, you’ll no longer have access to your Account information, past purchases, uploaded Resources, and many of the features of our Services that require an Account.

Communications you’ve posted on the Site will not be removed if your Account is closed. You may be able to remove or edit some Communications at your discretion before you close your account. For more information about your Account information and our data retention practices, take a look at our Privacy Policy.

If you’re a Creator, any Resources or Events you’ve posted will no longer be searchable and your Resource or Events pages will not be available to Users; however your paid Resources and Events remain accessible to the Accounts of Members who have previously purchased them.

Discontinuation of Services. We may change, suspend, or discontinue offering our Services at any time. Any suspension or discontinuation in our Services may mean that your Account, including any Resources or other materials you may have purchased from our Services, and any Resources, Events or Communications (collectively “Content “) you may have uploaded to our Services, may not be available to you or to other Users. We are not liable to you for any impact a change, suspension, or discontinuation of our Services may have, including the loss of access to any Resources that you’ve purchased, or loss of income from your temporary or permanent inability to sell Resources or Events through our Services.

2. LearnGrove Community

a. Community Guidelines

As a User of our Services, you are required to follow our Community Guidelines which are incorporated as part of these Terms. We may modify or add to these rules at our discretion. If you violate any of these rules, we may take action against your Account, such as removing Content you’ve posted, removing Resources from your Account, suspending or terminating your Account, removing Resources from your Buyer, issuing a refund to your Buyer(s), or any additional action that we deem necessary.

b. Comments, Ratings & Reviews

You may have the option to provide a review of a Resource you’ve purchased (including free resources) or Event you attended by providing a rating and a comment (“Feedback”). Any Feedback you choose to leave should reflect your honest experience using the Resource for its intended purpose and must comply with our Comments and Ratings Guidelines. We may, at any time, set additional requirements or limitations for leaving Feedback. Sellers may not leave Feedback on their own Resources or otherwise attempt to undermine the integrity of our Feedback system. We may remove Feedback for any reason, at any time, without notice and we may ban a Member from leaving future Feedback.

c. Monitoring Content

Datagrove has the right, but not the obligation, to monitor any activity and Content associated with our Services. We may investigate any complaints or reported violations of our policies and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of your Membership, denying access, and/or removal of any Content on the site, including Resource or Event Listings.

3. Resource Licensing Policy

a. In General

License. Sellers on the LearnGrove Marketplace own and maintain the intellectual property rights in their Resources and grant Members licenses to use such Resources for limited use as described in this section. When you purchase a Resource, you’re purchasing a license to use the Resource in accordance with the terms of this Resource Licensing Policy. All downloadable and digitally consumed Resources can only be used in accordance with a license.

Your use of any Resource, regardless of license type and whether the license is purchased by you, or purchased for you as a gift or on your behalf by your school or other entity, is subject to this Resource Licensing Policy and other terms set forth in these Terms. You agree to comply with the terms of this Resource Licensing Policy as well as any additional terms the Seller provides in the Resource Listing, to the extent that such terms do not conflict with these Terms. In the event of any conflict between this Resource Licensing Policy and a Seller’s terms, this Resource Licensing Policy will govern, except that Sellers may grant certain additional rights to their Resources.

b. Individual License

A Resource license may only be assigned to a single specific individual user (“Assignee”) (e.g. one specific teacher) for that Assignee’s lifetime use. Individual Licenses are non-transferable and may not be used by or reallocated to a different Assignee (for example, a teacher who purchases an Individual License can use such Resource, in accordance with this section, for her or his lifetime but cannot transfer use of such Resource to another teacher after her or his retirement).

Except as otherwise stated in these Terms (such as in the “Limitations on Access” section set forth below), with an Individual License, the Seller grants to the purchasing Member, for use by one Assignee, a non-exclusive, perpetual, irrevocable, non-transferable, non-sublicensable, worldwide, limited license to use the Resource for the purposes and under the conditions described below. The Seller may grant additional rights at their discretion.

If you purchase a Resource, the seller permits you to:

  • Assign use of the Resource to one Assignee. Once an Assignee has been designated, the license cannot be used by any other individual, but you can purchase additional licenses as needed.

As the Assignee of the License, the Seller permits you to:

  • Use the Resource for personal, educational, and instructional use (“Personal Use”). This means you can use Resources for your own personal purposes, for your individual study, and to teach your students.

  • Print and make copies of downloadable Resources as necessary for Personal Use. Copies may be made and provided to your students, classroom aides, and substitute teachers as necessary. Copies may also be made for students’ parents, classroom observers, supervisors, or school administrators for review purposes only.

  • Deliver Resources electronically as needed by using features available through the Services or by other secure means that enable access to Resources by only your students (and as needed, their parent/caregiver) (“Permitted Recipients”). You may not upload Resources to websites, applications, shared drives or other sites or services in a way that enables access by anyone other than Permitted Recipients.

Unless otherwise expressly permitted by the Seller:

  • You may not resell the Resource.
  • Except as permitted above to deliver Resources electronically to Permitted Recipients, you may not post or otherwise make the Resource available on any website, application, shared drive or other sites or services.
  • You may not share, send, sell, sublicense, or transfer the Resource to someone else for their own Personal Use unless you purchase an additional license for each additional learning facilitator you will share it with. Each Individual License is for use by one specific learning facilitator only.

c. Limitations on Access

Downloadable Resources. Datagrove cannot guarantee continuous access to any Resource through our Service. For example, if at any time, Datagrove stops hosting a Resource for any reason or you or Datagrove terminates, suspends, downgrades, or otherwise limits your Account or access to Datagrove’s Services, your ability to access the Resource through our Services may be terminated. It’s your responsibility to maintain and store a copy of downloadable Resources on your device to ensure future access. Some resources uploaded to our Service by Sellers may create accessibility issues when accessed with screen readers or other assistive technologies.

Security of Resources. Prior to downloading any Resource, you are responsible for making sure it is properly scanned to ensure it does not contain or transmit viruses, malware, or other harmful software programs.

4. Intellectual Property and Security

a. The Services and Site Content

Except for Content uploaded or posted by Members, all other aspects of the Site and the Apps you find on our Services are owned or controlled by us. This includes, but is not limited to, all text, graphics, photographs, logos, and other imagery, videos, user interfaces, trademarks, and other content of our Site or Apps (collectively, “Site Assets”). This also includes the design, structure, coordination, arrangement, and expression of Site Assets. Site Assets are protected by copyright, trademarks, trade dress, trade secret, and other intellectual property rights.

b. Your Content

Rights you grant us. Some parts of our Services allow you to upload or post Content. You retain any intellectual property rights that you hold in that Content. Datagrove does not take or claim any ownership (copyright, trademark, or otherwise) over your Content.

When you post or upload Content to our Services, you grant to us limited rights to store, use, display, and provide access to the Content you post as necessary to provide our Services, such as to display your Content in search results, to make your Content available for download, and to display and promote your Content through our Services, through email, and ads on other sites or search engines, and through other marketing campaigns. For these purposes, you grant to us a nonexclusive, irrevocable, perpetual (except as otherwise provided herein), worldwide, sublicensable license to exercise any copyright, trademark rights, or other rights in and to your Content necessary to provide our Services to you and our other Users.

Rights you grant to others. When a Member purchases a license to use your resource or a ticket to attend your Event (even for free content), you allow them to use your Resource or access your Event in accordance with the license terms above and any other terms you expressly set forth in writing in connection with the Listing as long as any additional terms do no conflict with these Terms.

Security of your Content. Prior to uploading any Content, you are responsible for making sure it is properly scanned to ensure it does not contain or transmit viruses, malware, or other harmful software programs. Uploading harmful or malicious content may result in your Listing being removed or your account being closed. We may also report incidents to the appropriate authorities.

Effect of account closure or Listing deactivation. If you close your account or delete or deactivate a Listing, the Listing will no longer be available for Members to find and purchase. Datagrove will continue to store your Listing and make it available for download, access, or use by Members who have previously purchased, accessed, or used the Listing subject to any additional limitations of these Terms. Datagrove will continue to display your other Content unless you remove them from the Services before closing your account. Removed Content will not be displayed but may continue to be stored on our servers.

c. Reporting Listings

We respect your intellectual property rights and expect all Members to adhere to applicable laws, rules and regulations regarding intellectual property. No Member may post any Content that infringes on the copyright, trademark, or patent rights of someone else. We expect all Listings posted by a Member to be that Member’s original work or that the Member has all appropriate rights, licenses, or authorizations necessary to use that content.

We may close accounts that repeatedly or egregiously violate this policy.

Please review our Copyright & Trademark policy which explains our process for complying with the Digital Millennium Copyright Act (DMCA). That policy is incorporated as part of these terms.

5. Payments, Earnings, and Payout

a. Purchasing and Refunds

Refunds. Except in limited circumstances detailed below, all sales are considered final and nonrefundable once an order has been placed. Datagrove may choose to modify or, on a case-by-case basis at its sole discretion, issue refunds for reasons not detailed below. Sellers may choose to issue a refund at their own expense and discretion by contacting us at [email protected].

Refund requests may be submitted to [email protected] for the following reasons:

  • Compromised Listing File(s) - Download does not contain the files offered in the listing (eg. preview instead of full file etc)
  • Misrepresentation - Listing preview or description misrepresents what is actually contained in the download

Payments and Currency. Datagrove offers a number of payment options through our processing partners. We accept payments in United States dollars (USD). We cannot accept payment in cash or foreign currency. Payment methods may be added or discontinued at any time at our sole discretion.

Promise to Pay. When you make a purchase on the Services you represent and warrant that you have the authority to make such a purchase and to use the payment information provided. You agree that we may charge the payment method provided and acknowledge that Datagrove is not responsible for any additional fees that may be charged by your financial institution. If a Seller chooses to issue a refund or otherwise use their account balance to cover a transaction and the balance is insufficient, you agree that we may charge that against the payment method on file and/or against future sales on the Services.

Failure to Pay and Payment Disputes. Failure to pay may result in Listings being removed from your account, Account suspension or closure, removal of active Listings on the Services (for sellers), or any other action we deem necessary. If you dispute a Datagrove charge with your financial institution we may rebut this claim and we may also remove that Listing from your account during the dispute and permanently if the dispute is found in your favor. We may also take any action we deem necessary against your Account.

b. Earnings

For each sale through the LearnGrove marketplace, sellers will be paid with the formula stated on our Seller Fees and Payouts policy. Datagrove may change the payout policy at its discretion. Changes will be communicated to Sellers prior to their effective date.

Payouts. Sellers may initiate a payout at their discretion through their seller account page. Payouts will automatically be dispersed after two years in accordance with United States requirements if a Seller does not initiate a payout manually.

Payout Account. It is the Sellers responsibility to maintain their account with our third party processor in good standing such that their account is eligible for transfers and payouts. If you have questions regarding the status of your account, please contact the payment processor who maintains your account. In cases where your account is not in good standing we may retain fees collected as voluntary platform contributions or pay them out in an alternative method at our discretion. We may, at our discretion, change the available/required payment processors for Payout services.

Payment Service Fees. Payment service providers may assess fees on your payouts. These fees will be deducted from your Payout. The transaction fees are subject to change at the discretion of the Payment Service Provider or Datagrove at any time. We are not responsible for any additional fees, taxes, or other charges you may incur from third parties related to processing your Payouts.

c. Sales Tax

Sellers are responsible for the collection and payment of sales tax, use tax, goods & services tax, Value Added Tax and any other similar taxes that may be owed as a result of a sale (collectively “Sales Tax”). In jurisdictions where Datagrove is required to collect Sales Tax due to marketplace collection requirements or agreements, we will collect and remit sales tax on your behalf, however Sellers are still responsible for ensuring they are in compliance with registration and other applicable requirements.

Seller Obligations.*

  • Product Tax Codes. You must provide an accurate tax code for each Listing. In cases where there is a pre-populated tax code you must verify that the tax code is correct. You may be liable for any under payments or penalties as a result of misclassification of your Listing.
  • Indemnification. You agree to indemnify and hold harmless Datagrove, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities including attorney’s fees resulting from allegations, threats, claims, suits, or other proceedings bring by any taxing authority, related to your failure to properly remit any taxes which are owed by you in connection with your use of the Services.

Our Obligations. Beginning on the start date identified for each jurisdiction, Datagrove will calculate, collect, and remit Sales Tax on applicable orders in accordance with our list of Marketplace Collection Agreements. You hereby authorize us to engage in marketplace collection on your behalf and you understand that we may cease such collection at any time. You are responsible for ensuring proper registration, collection, and remittance of sales tax on your sales.

6. Privacy

Privacy and security of your personal data is important to us. Our Privacy Policy explains our data collection practices and how we use your data. By using the Services you agree that we may use such data in accordance with our privacy practices.

We do not control and are not responsible for Content that is posted by Members, including any personal information that may be posted or shared by Members. However, we respect each individual’s right to privacy, and if you feel there is Member Content that violates this right please contact us at [email protected] or use the report resource functionality.

Our Services may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Datagrove, and Datagrove is not responsible for the contents of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. Datagrove is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Datagrove of the site or any association with its operators.

Certain services made available via datagrove.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the datagrove.com domain, you hereby acknowledge and consent that Datagrove may share such information and data with any third party with whom Datagrove has a contractual relationship to provide the requested product, service or functionality on behalf of datagrove.com users and customers.

8. Third Party Accounts

You may be able to connect your Datagrove account to third party accounts. By connecting your Datagrove account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

9. International Users

The Service is controlled, operated and administered by Datagrove from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Datagrove Content accessed through datagrove.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

10. Indemnity

You agree to indemnify, defend and hold harmless Datagrove, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Datagrove reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Datagrove in asserting any available defenses.

11. Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

12. Class Action waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Datagrove agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

13. Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. DATAGROVE INC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

DATAGROVE INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. DATAGROVE INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DATAGROVE INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DATAGROVE INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

14. Termination/Access restrictions

Datagrove reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the Commonwealth of Pennsylvania and you hereby consent to the exclusive jurisdiction and venue of courts in Pennsylvania in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Datagrove as a result of this agreement or use of the Site. Datagrove’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Datagrove’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Datagrove with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Datagrove with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Datagrove with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

15. Changes to Terms

Datagrove reserves the right, in its sole discretion, to change the Terms under which datagrove.com is offered. The most current version of the Terms will supersede all previous versions. Datagrove encourages you to periodically review the Terms to stay informed of our updates.

16. Contact Us

Datagrove welcomes your questions or comments regarding the Terms:

Mailing Address: Datagrove INC 5 Jonathan Morris Circle Media, Pennsylvania 19063

Email Address: [email protected]