GroupCollect Terms and Conditions
IMPORTANT: THIS SOFTWARE AS A SERVICE AGREEMENT (“The Agreement”) IS A BINDING LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND GROUPCOLLECT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SERVICES. IT PROVIDES A LICENSE TO USE THE SERVICES AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING THE “I ACCEPT” BUTTON AND USING THE SERVICES YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SERVICES AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES.
You acknowledge and agree that we may change these Terms and Conditions from time to time and that those changes become effective immediately. If we make material changes, we will provide you notice. Your continued use of our services following the notice of any changes constitutes your acceptance and agreement to be bound by such changes.
(a) “Agreement” means the written (or electronic) agreement entered into between GroupCollect and the Merchant regarding payment processing services to which these General Terms are applied and are an integral part of.
(b) “Acquirer” is a third-party entity, such as a credit card network processor or bank, that receives and processes End-User Customer payment information and remit payment funds in accordance with and subject to certain policies, procedures and standards, and/or an acquiring bank that screens and accepts sales drafts and completes financial settlement for the respective sale transaction on behalf of GroupCollect or Merchant.
(c) “Acquirer Agreement” is an agreement between the Merchant and an Acquirer enabling the Merchant to act as a merchant or sub-merchant in transactions that are processed through the relevant Acquirer.
(d) “Group Collect, LLC” (hereinafter GroupCollect) is a limited liability corporation organized and existing under the laws of the State of Florida, with its head office located at 7 Old Mission Ave., Saint Augustine, Florida 32084, and is the owner and authorized distributor of GroupCollect Services.
(e) “Confidential Information” means the Services, Documentation, Specifications and Terms and Conditions of the Agreement.
(f) “Customer” A Consumer or company that purchases products or services online from the Merchant.
(g) "Customer Data" means any personal data of Your customers of any type that is submitted to the Services by You or your customers.
(h) “Merchant” A company selling its products or services online to Customers and who has entered into the Agreement with GroupCollect. The Merchant is the vendor of the products or services and the creditor of the Customer.
(i) Merchant ID refers to GroupCollect’s own account(s) at recognized Acquirer(s) and used by GroupCollect to process payment for Products in respect of certain payment transactions conducted through the GroupCollect Payment Services where GroupCollect shall process the transaction through GroupCollect’s Merchant ID on behalf of Merchant.
(j) “Merchant of Record” is the party formally recorded as conducting the payment transaction with an End-User Customer.
(k) “Order Forms” means the ordering document signed by the parties that accompanies and incorporates the Services as a service agreement, including the services policies and any other document referenced or incorporated into the ordering document.
(l) “Product” means goods or services, or a combination thereof supplied to the Customer in accordance with the terms of the sale agreement(s) entered into between the Merchant and the Customer.
(m) “Services” means the GroupCollect software as a merchant of record platform and any third-party computer platform contained therein not explicitly subject to a different license, in each case supplied by GroupCollect herewith, and, if applicable, the corresponding documentation, associated media, printed materials and online or electronic documentation, and all updates or upgrades of the above that are provided to you.
(n) “User” means those individuals authorized by you or on your behalf to use the services, as defined in the ordering document.
(o) “You” and “Your” means the individual or entity that has ordered GroupCollect Services.
2 MERCHANT OF RECORD
2.1 MERCHANT OF RECORD
Subject to the terms and conditions of this Agreement, during the Term of the Agreement and by means of the GroupCollect Merchant ID, GroupCollect will process transactions for payment from Customers for Products from GroupCollect as Merchant of Record.
Where GroupCollect provides the Services through the GroupCollect Merchant ID, it is agreed that GroupCollect has license from the Merchant to perform such sales transactions through the GroupCollect Merchant ID. GroupCollect Merchant ID refers to GroupCollect’s account(s) at recognized Acquirer(s) and used by GroupCollect to process payment for Products. The Customer is informed at time of sale of GroupCollect as Merchant of record.
GroupCollect will not enter into any contracts or commitments in the name of, or on behalf of, Merchant. As a Services Provider, GroupCollect shall not take possession or control of any Products but shall only render payment services. GroupCollect is not the custodian of any monies and is never in possession of such funds. All funds are held and controlled by the payment service provider.
You must open an account with us to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. Once registered, you are responsible for maintaining the confidentiality of your passwords, login and account information. You will be responsible for all use of the services by you, anyone using your password and login information (with or without your permission) and anyone who you allow to access the services. If at any time you have reason to believe that your account is no longer secure (through for example: loss, theft, identity theft, hacking, or unauthorized disclosure or use of your information or computer or mobile device used to access the Services), you are solely responsible to promptly change any and all of your Personal information that is affected. We reserve the right to change the account type, suspend or terminate the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
3.2 MERCHANT INFORMATION AND OBLIGATIONS
The Merchant shall provide GroupCollect with all the information, approvals, powers of attorney and other documents and authorizations, as specified by GroupCollect periodically, in order for GroupCollect to provide the Services and the System.
To carry out the provision of the Services and to ensure accurate and timely processing of all of the Sales, the Merchant shall provide all necessary data in compliance with the specifications as provided by GroupCollect. The Merchant acknowledges that its failure to comply with the specifications for data delivery may result in a delay, suspension or cancellation of processing of the effected Sales.
Merchant warrants that it has all right, title and license in Products to permit GroupCollect the right of processing the transaction with GroupCollect as the merchant of record. In the event that Merchant breaches this warranty, GroupCollect may immediately suspend or terminate Services for Merchant.
The Merchant represents and warrants that all Customer sales are valid and the products and/or services are marketed and delivered to the Customers in accordance with the applicable law and any sale agreements. The Merchant shall be responsible for the sale to the Customer as a vendor, as specified by the applicable law and any sale agreement terms and conditions.
In particular in the sale of Consumer goods or services, the Merchant must indicate on its website the price and shipping costs of the consumer goods or services being sold and provide all other information required by applicable laws. The total price, shipping costs and all other terms and conditions applicable to the sale shall also be communicated to the consumer in writing or electronically in such a way that the consumer can record or reproduce the information in an unaltered form.
Merchant shall comply with all applicable state and country laws and regulations where Merchant is registered/located as from time to time in force regarding data protection, consumer rights, ecommerce, provision of services, consumer rights, protection and contracts.
Merchant will not act as a payment facilitator or otherwise resell the Services to any third party. Merchant shall not use the Payment Services to handle, process or transmit funds for any third party or use the Services to process cash advances.
3.3 RIGHTS AND OBLIGATIONS
Under no circumstance is GroupCollect responsible for a Customer paying the Merchant, furthermore GroupCollect does not take ownership of or responsibility for any goods or services supplied or to be supplied by the Merchant to the Customer.
GroupCollect shall not provide any Customer support and shall refer any possible queries from the Customers to the Merchant.
GroupCollect may, in its sole discretion, modify or suspend the provision of the Services and/or the System due to suspected illegal activities or if the provision of the Services and/or the System is compromised by the Merchant or any Customer.
GroupCollect may furnish the Merchant periodic advice and assistance with respect to the Services and the System, as GroupCollect determines to be reasonably necessary, including consultation and advice regarding the implementation of payment methods appropriate to the Merchant’s market.
All information based on customers’ activity in the System or Service belongs to GroupCollect and GroupCollect is allowed to use it for producing payment services, however, acknowledging the confidential pieces of Customers' and Merchants' information. GroupCollect has the right to use Customer information received from the Merchant for producing the payment service and simplifying Customers' payment transactions. GroupCollect has no right to disclose Customer information to third party without the Customer's specific consent.
As part of performing Services under this Agreement, GroupCollect may conduct fraud checks. Merchant acknowledges and agrees that such fraud checks may delay transactions and payment collection from Customers. In the event a Customer seeks to cancel an order due to such delay, GroupCollect will not be liable to the Merchant for such cancellation.
4 LICENSE AND OWNERSHIP
4.1 RIGHT TO ACCESS
Upon GroupCollect’s acceptance of your order and for the duration of the service term defined in the ordering document you have a non-exclusive, non-transferable, royalty free, worldwide limited right to install and use the services solely for your internal business operations and subject to the terms and conditions of this Agreement. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with the agreement. The services are provided as described in, and subject to, the services policies referenced in the ordering document.
You acknowledge that GroupCollect has no delivery obligation and will not ship copies of the GroupCollect programs to you as part of the services. You agree that you do not acquire under the agreement any license to use the GroupCollect programs specified in the ordering document in excess of the scope and/or duration of the services. Upon the end of the agreement or the services thereunder, your right to access or use the GroupCollect programs specified in the ordering document and the services shall terminate.
4.2 OWNERSHIP, DISTRIBUTION AND RESTRICTION ON USE
You retain all ownership and intellectual property rights in and to your data. GroupCollect retains all ownership and intellectual property rights to the services and GroupCollect programs. GroupCollect retains all ownership and intellectual property rights to anything developed and delivered under the agreement. Third party technology that may be appropriate or necessary for use with some GroupCollect programs is specified in the program documentation or ordering document as applicable. Your right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by GroupCollect and not under the agreement.
(a) You may not reproduce in any way or distribute copies of the Services, make available the Services in any way to third parties, upload the Services on any website or electronically transfer the Services from one computer to another or over a network, except as expressly authorized under the terms of the Agreement;
(b) You may not alter, merge, modify, adapt or translate the Services, or decompile, reverse engineer, disassemble, or otherwise reduce the Services to a human-perceivable form or undertake any activity intended to bypass, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) the proper and/or secure operation of the Services or breach any patent held or patent application deposited by GroupCollect in any way;
(c) You may not sell, rent, lease, loan or sublicense the Services;
(d) You may not modify the Services or create derivative works based upon the Services.
5 PRICE AND PAYMENT
5.1 PAYMENT AND PRICE
The Merchant shall pay GroupCollect the fees for i) the payments made by the Customers to the Merchants due to the Sales; ii) the right to use the System and the Services as well as iii) other remunerations in accordance with the Agreement.
Payment for GroupCollect’s services is directly deducted from the settlement and the remaining amount is transferred to the Merchant. The settlement is the payments the Merchant receives from the Customers on behalf of the Merchant from the sales.
If the Merchant has requested that some or all of the collected payments from the Customers be converted into a currency other than the one in which they were collected prior to transfer to the Merchant, then the exchange rates used for such conversion will be made known to the Merchant. The right to raise objection against the used exchange rates shall be waived and invalidated if such objection is not made within fourteen (14) days after receipt of said notification to the Merchant.
5.2 CHARGEBACKS, REFUNDS, REVERESED PAYMENTS
The Merchant assumes full credit risk for the Customers. This liability is not subject to any limitation of liability that may be expressed elsewhere in the Agreement or these General Terms and survives any termination of the Agreement.
In accordance with the applicable law, the Consumer or the Customer may have the right to withdraw from the Sale agreement by notifying the Merchant within the period specified in the law or terminate the Sale agreement. If the Sale is cancelled, terminated or becomes void by virtue of the law and GroupCollect is responsible for reimbursing all the payments received from the Consumer, the Merchant shall compensate GroupCollect for this amount as well as the settlement costs with a 13% settlement fee. GroupCollect is entitled to set off any amount the Merchant is liable for from the payments GroupCollect shall transfer to the Merchant due to the Sales.
The Merchant shall also compensate GroupCollect for all the expenses incurred upon a dispute rising with regard to the Sale.
Merchant will assist when requested, at Merchant’s expense, to investigate any Merchant transactions processed through the Services. You hereby authorize GroupCollect to share information regarding a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. GroupCollect will use information we request of you and any content you upload through the Service to respond to Chargebacks on your behalf. If the Chargeback is contested successfully, we will release the reserved funds to your Account. If a Chargeback dispute is not resolved in your favor by the Acquirer or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms from you. Without prejudice to your right to appeal a reported chargeback or reversed payment with the acquiring bank, you explicitly agree to accept any such reported reversed payments, penalties or other fees and expenses reported by GroupCollect provided that GroupCollect notifies the Merchant of any such amount.
Your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. In such circumstances, GroupCollect reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
5.3 HOLDBACKS, ROLLING RESERVES, AND EXCESSIVE CHARGEBACKS
“Holdbacks” are sums that GroupCollect may in its sole discretion without prior notice hold in reserve against Merchant’s account during exposure or potential exposure to high frequency of refunds or Chargebacks or following significant variations in monthly sales volume, so as to ensure there are sufficient funds held in Merchant’s account to meet potential Refund and Chargeback requests. Should GroupCollect be subject to, or have reasonable cause to believe that it may be exposed to any negative Merchant account balance, or any claims, fines, penalties, non-compliance charges or additional fees levied by any Acquirer, Card Association or legal authority due to Merchant’s acts or omissions, or as a result of default, breach or termination of this Agreement, fraud, money laundering, illegal, unauthorized or improper actions of Merchant and/or Merchant’s customers, GroupCollect may in its sole discretion and without prior notice holdback in reserve additional sums for such period as it deems necessary to secure and make whole its financial position.
“Rolling Reserve” – GroupCollect may in its sole discretion set a six-month Rolling Reserve from each payment due to Merchant to meet potential Refunds and Chargeback requests. Such reserve may be increased in period and amount where GroupCollect determines there to be a significant risk of exposure, or in order to be at a level and coterminous with such reserve period set by Acquirers used to process Merchant’s transactions through GroupCollect. A Rolling Reserve may also be imposed for any business category deemed by GroupCollect or any relevant Acquirer to be of a high than usual risk, such as travel and events.
Should there be insufficient funds in Merchant’s account at any time to provide any required Holdback or Rolling Reserve, GroupCollect shall be entitled to issue a written demand for the required funds. If within 48 hours, Merchant fails to provide such funds or provide GroupCollect with a form of guarantee for payment that is acceptable to GroupCollect, then GroupCollect may immediately suspend Merchant’s account or terminate this agreement.
GroupCollect may place Merchant into GroupCollect’s Excessive Chargeback Management Program or under a Card Association’s excessive chargeback requirements program if in GroupCollect’s or Acquirer’s sole discretion there is undue commercial risk or excessive volume of Chargebacks. Merchant shall be liable in respect of all charges relating to such programs and for any fees, assessments, penalties or fines levied by the Acquirer or Card Association in relation to said excessive chargebacks.
5.4 RIGHT OF SET OFF, DEBIT, AND INVOICE
GroupCollect shall be entitled to issue an invoice for any shortfall of funds in the Merchant’s account. GroupCollect may issue and invoice for and recover from Merchant or setoff against current or future amounts due GroupCollect under this Agreement, payments that are charged back or disputed by Customers, and also in respect of any fines, penalties, non-compliance charges and/or fees imposed on GroupCollect by any relevant authority or Acquirer due to Merchant’s act, default or omission, including sums chargeable in relation to any GroupCollect or Card Association Excessive Chargeback Management Program.
Notwithstanding whether an invoice has been issued or not, if the amount of Merchant’s funds held by GroupCollect is insufficient to meet Merchant’s obligations or cover GroupCollect’s financial exposure regarding the Merchant’s account, to the extent permitted by law, GroupCollect may obtain collection of all sums due from Merchant to GroupCollect including sums required by way of refunds, Chargebacks, Holdbacks or Rolling Reserves by debiting such sums directly from any bank accounts used or registered by Merchant for payment from GroupCollect (“Bank Accounts”). Merchant grants to GroupCollect Recovery Authorizations concerning funds Merchant is obligated to repay GroupCollect. Additionally, Merchant hereby authorizes GroupCollect to administratively freeze or direct any third-party bank holding the account to freeze all such accounts to allow GroupCollect to protect our security interest, collection, charge and setoff rights as provided for in this section. Merchant’s failure to discharge such amounts on demand shall be a material breach of this Agreement and Merchant will be liable for GroupCollect’s costs of collection in addition to the sum owed including without limitation, attorneys’ fees, expenses, costs of any arbitration process or court fees, interest, and collection charges.
5.5 HELD FUNDS
Should GroupCollect hold funds that are due to Merchant under this Agreement that it is unable to deliver because Merchant has not provided its current contact information or Merchant's account has become inactive or dormant but not terminated, it is agreed that GroupCollect may assess account maintenance, inactivity or dormant account fees as applicable until any balance is eliminated or Merchant makes contact to obtain the balance remaining at the time of contact less any applicable deductions, all subject ultimately to requirements of law.
When required under applicable law as applies to the business relationship hereunder, GroupCollect shall charge, collect and pay taxes to the appropriate authorities; otherwise the Merchant shall have sole responsibility and liability to collect and remit taxes. To the extent that Merchant is required under applicable law to charge, collect and pay taxes, said taxes shall be paid by Merchant directly to the appropriate authorities.
GroupCollect may charge interest at the rate of 1.5% per month or at the highest amount permitted by applicable law on any negative balance on the Merchant’s account. Such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due.
6 PROPRIETARY RIGHTS
This is a subscription agreement for access to and use of the Services. You acknowledge that you are obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to You under this Agreement. You agree that GroupCollect or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "GroupCollect Technology"). Except as expressly set forth in this Agreement, no rights in any GroupCollect Technology are granted to You. Further, You acknowledge that the Services are offered as an on-line, hosted solution, and that You have no right to obtain a copy of any of the Services, except as provided by GroupCollect.
7.1 CONFIDENTIAL INFORMATION OF GROUPCOLLECT
Merchant acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation, or other entity, other than Your employees with a need to know such Confidential Information to perform employment responsibilities consistent with Your rights under this Agreement. You shall safeguard and protect the Confidential Information from theft, piracy, or unauthorized access in a manner at least consistent with the protections You use to protect Your own most confidential information. You shall inform your employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by GroupCollect, to prevent any unauthorized disclosure, copying or use of the Confidential Information. You acknowledge and agree that in the event of Your breach of this Agreement, GroupCollect will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, GroupCollect shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy GroupCollect may have.
If Merchant is compelled by law to disclose GroupCollect’s Confidential Information it may do so; provided that it provides GroupCollect with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Merchant’s cost, if GroupCollect wishes to contest the disclosure.
Upon termination or expiration of this Agreement, Merchant shall return all copies of GroupCollect’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.
The obligations under this section shall continue until such time as the Information is no longer Confidential.
7.2 CUSTOMER DATA
(B) Storage of Customer Data. GroupCollect does not provide an archiving service. GroupCollect agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Your applicable Subscription Term. GroupCollect expressly disclaims all other obligations with respect to storage.
(C) Customer Obligations. (a) In General. You are solely responsible for the accuracy, content and legality of all Customer Data. You represent and warrant to GroupCollect that You have all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting GroupCollect the rights in Section 7.2(A) (Rights to Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws (including but not limited to GDPR), or (iii) any terms of service, privacy policies or other agreements governing Your accounts with any Third-Party Platforms. You further represent and warrant that all Customer Data complies with the GDPR. You will be fully responsible for any Customer Data submitted to the Services by any person as if it was submitted by You. b) No Sensitive Personal Information. You specifically agree not to use the Services to collect, store, process or transmit any Sensitive Personal Information, other than that information necessary to use the Services. Customer acknowledges that GroupCollect is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. GroupCollect will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.
(D) Security. GroupCollect agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, GroupCollect will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond GroupCollect’s control.
7.3 UNAUTHORIZED DISCLOSUREYou shall notify GroupCollect immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by You, and shall fully cooperate with GroupCollect to help GroupCollect regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.
GroupCollect warrants to and for the benefit of You only that, for a period of ninety (90) days after commercial sale to You (the "Services Warranty Period"), the Services will operate substantially in accordance with the specifications published by GroupCollect for such Services. If it is determined the Services do not operate substantially in accordance with the specifications published by GroupCollect for such Services, then at GroupCollect’s sole discretion, (a) such Services will be modified or replaced so that it does operate substantially in accordance with such specifications and returned to You freight prepaid, or, at GroupCollect’s election, (b) the amount paid by You to GroupCollect for the Services which fails to so operate in accordance such specifications will be refunded to You and thereupon the license to use such Services shall terminate. GroupCollect shall have no warranty obligations whatsoever with respect to any Services which has been modified in any manner from the form in which it was delivered by GroupCollect.
8.2 DISCLAIMER OF WARRANTIES
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1 GROUPCOLLECT MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND GROUPCOLLECT SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
9.1 INDEMNIFICATION BY GROUPCOLLECT
GroupCollect hereby indemnifies You against any claims that the Services, furnished and used within the scope of the Agreement, infringes any United States registered copyright or patent, provided that: (1) GroupCollect is given prompt notice of the claim; (2) GroupCollect is given immediate and complete control over the defense and/or settlement; (3) You does not prejudice in any manner GroupCollect’s conduct of such claim; and (4) the alleged infringement is not based upon the use of the Services in a manner prohibited under the Agreement, in a manner for which the Services was not designed , or in a manner not in accordance with the specifications.
9.2 INDEMNIFICATION BY YOU
You hereby indemnify and hold harmless GroupCollect against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon the breach of any Customer Data. The Merchant shall indemnify and hold GroupCollect harmless against all expenses, costs, damages, interests incurred by GroupCollect based on the Sale or Agreement, misuse of credit cards, account information, or the Service.
9.3 ALTERED VERSION
GroupCollect shall have no liability for any claim of infringement based on (a) the use of superseded or altered version of the Services in infringement would have been avoided by the use of a current or unaltered version of the Services which GroupCollect made available to You; or (b) the combination, operation, or use of the Services with Services or hardware, or other materials not furnished by the GroupCollect.
10 LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THE AGREEMENT.
GROUPCOLLECT DOES NOT ASSUME ANY LIABILITY FOR MERCHANT’S FAILURE TO PERFORM INACCORDANCE WITH THIS AGREEMENT OR ANY RESULTS CAUSED BY MERCHANT’S ACTS,OMISSIONS OR NEGLIGENCE, OR A SUBCONTRACTOR OR AN AGENT OF MERCHANT OR AN EMPLOYEE OF MERCHANT OR ANY OF MERCHANT’S AGENTS OR SUBCONTRACTORS, NOR SHALL GROUPCOLLECT HAVE ANY LIABILITY FOR CLAIMS OF THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF THIRD PARTIES ARISING OUT OF OR RESULTING FROM, OR INCONNECTION WITH, MERCHANT’S PRODUCTS (EXCEPT AS MAY ARISE THROUGH GROUPCOLLECT ACTING AS MERCHANT OF RECORD), MESSAGES, PROGRAMS, CALLER CONTRACTS, PROMOTIONS, ADVERTISING, INFRINGEMENT, OR ANY CLAIM FOR LIBEL OR SLANDER OR FOR MERCHANT’S VIOLATION OF COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS.
10.2 FORCE MAJEURE
Neither party shall be under any liability for any loss of for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, malware intrusion, hacking attacks, acts of third parties outside of GroupCollect’s control, natural disasters, pandemic, quarantine, or significant changes in the ability of GroupCollect to offer the Services in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Card Associations and/or Acquirers, and/or governmental authorities, or any other similar cause beyond the parties reasonable control.
For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.
11 TERM AND TERMINATION
Unless otherwise terminated pursuant to this section, this Agreement shall continue until terminated by one party serving upon the other advance written notice of 60 days notice of such party's intention to terminate this Agreement. Such notice shall be in writing and sent via certified mail to the address of the Party in the Agreement.
GroupCollect may, in its sole and absolute discretion, at any time and for no reason, suspend or terminate the rights afforded to You hereunder, with or without prior notice. Furthermore, if You fail to comply with any of the terms or the Agreement, then any rights afforded to You hereunder shall terminate automatically, without any notice or other action by GroupCollect. Upon termination, You shall cease all use of the Services and uninstall the Services.
You may terminate the Agreement without prejudice to any other remedy You may have, in the event of a material breach of the Agreement which is not remedied within 15 days. Termination shall not relieve Your obligation to pay all amounts which are due and payable or which You have agreed to pay.
Upon termination of this Agreement, You shall cease using the Services and promptly delete the service and return all copies of the Services, and all other Confidential Information in Your possession or control. You shall delete all copies of the Services and all other Confidential Information residing in- on- or off- line computer memory, and destroy all copies of said material.
12 RELATED AGREEMENTS
The Merchant agrees to enter into agreements with third parties enabling GroupCollect to provide the Services and the System for the Merchant. The Merchant shall bear the costs associated with procuring and maintaining such third-party agreements. The Merchant acknowledges and agrees that GroupCollect does not have the authority to negotiate, facilitate or allow changes to these agreements.
Payment processing services for GroupCollect are provided by Stripe, Inc. ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to use GroupCollect’s service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of GroupCollect enabling payment processing services through Stripe, you agree to provide GroupCollect accurate and complete information about you and your business, and you authorize GroupCollect to share it and transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third-party processing fees apply in addition to any service fee. GroupCollect is not responsible for the performance of any third-party credit card processing or third party payment services. You expressly understand and agree that the GroupCollect shall not be liable for any payments and monetary transactions that occur through Your use of the Service.
If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.
14 BINDING AGREEMENT
Subject to the limitation on the transferability of this License contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
15 NO WAIVER
No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
16 BINDING ARBITRATION
Any dispute, controversy or claim arising out of or relating in any way to the Agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the agreement including these terms, shall be exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be Florida. Florida law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after one year from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.
It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty days from the date the arbitrators are appointed. The arbitrators may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.
The Parties shall not be entitled to discovery in the arbitration except that any Party shall be entitled to request no more than 500 pages of documents and to take two depositions not to exceed eight hours for each such deposition. Any Party shall be entitled to depose any expert who will testify in the arbitration proceeding but shall pay the regular hourly rate of such expert during such deposition.
The Parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the anticipated testimony of such witness ten days before the arbitration hearing.
The arbitrators shall have no authority to award punitive/consequential/special/indirect damages. The arbitrators shall be entitled to issue injunctive and other equitable relief.
The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. This Section shall survive the termination or cancellation of this Agreement.
17 GOVERNING LAW
This Agreement shall be governed by and construed under the laws of the State of Florida (without regard to conflict of laws principles), all rights and remedies being governed by said laws. GroupCollect and Merchant hereby submit to the exclusive jurisdiction of state and federal courts located in Florida.
18 ATTORNEYS’ FEES
In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.
Sections 7 ,8, 9, and 10 shall survive the termination of this Agreement for any reason.
20 ENTIRE AGREEMENT
This Agreement comprises the agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings, and all other agreements, oral and written between the parties relating to the Agreement.
Electronic Signature Consent
Electronic Signature Agreement
Consent to Electronic Delivery
You specifically agree to receive and/or obtain "Electronic Communications” from the Company. The term "Electronic Communications" includes, but is not limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your relationship to the Company. You acknowledge that, for your records, you are able to retain the Company’s Electronic Communications by printing and/or downloading and saving this Agreement and any other agreements and Electronic Communications, documents, or records that you agree to using your E-Signature. You accept Electronic Communications provided via your account with the Company as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.
Paper version of Electronic Communications
You may request a paper version of an Electronic Communication. You acknowledge that the Company reserves the right to charge you a reasonable fee for the production and mailing of paper versions of Electronic Communications. To request a paper copy of an Electronic Communication contact us at firstname.lastname@example.org.
Revocation of electronic delivery
You have the right to withdraw your consent to receive/obtain communications via your account with the Company at any time. You acknowledge that the Company reserves the right to restrict or terminate your access to your account with the Company if you withdraw your consent to receive Electronic Communications. If you wish to withdraw your consent, contact us at email@example.com.
Valid and current email address, notification and updatesYour current valid email address is required in order for you to obtain Electronic Communications from the Company. You agree to keep the Company informed of any changes in your email address. You may modify your email address by logging into your account on the Company’s website. The Company may notify you through email when an Electronic Communication or updated agreement pertaining to your account is available.
Hardware, software and operating system
You are responsible for installation, maintenance, and operation of your computer, browser and software. The Company is not responsible for errors or failures from any malfunction of your computer, browser or software. The Company is also not responsible for computer viruses or related problems associated with use of an online system.
We require, at minimum, a functioning modern web browser that was released in the past two years (such as a recent version of Microsoft Edge, Google Chrome, Mozilla Firefox, or Safari) running on an up-to-date operating system (such as Windows 10, OS X Mojave, etc). Unsupported browsers may not receive full functionality of the product.
For example, we support Apple's Safari browser on macOS Mojave or High Sierra (both updated within the past two years), but not Internet Explorer on Windows 8, as Internet Explorer is no longer supported or being updated by Microsoft.
This Agreement supplements and modifies other agreements that you may have with the Company. To the extent that this Agreement and another agreement contain conflicting provisions, the provisions in this agreement will control (with the exception of provisions in another agreement for an electronic service which provisions specify the necessary hardware, software and operating system, in which such other provision controls). All other obligations of the parties remain subject to the terms and conditions of any other agreement.
It is recommended that you print a copy of this Agreement for future reference.
Grueninger Music Tours Terms of Service
Please read these Terms and Conditions carefully before registering for the trip detailed on the website. By completing your trip registration, making a payment for the trip, or your continued use of this website, you, as the Participant or Parent/Legal Guardian of Participant (the “Participant”, “You”), hereby accept the following Terms and Conditions and agree to be bound by them. You represent that you are 18 years of age or older. Grueninger Cruises and Tours, Inc., d/b/a Grueninger Music Tours, Ambassadair, Ambassadair Groups and Incentives, Grueninger Tours, Grueninger Travel Group (“Grueninger”) is happy to provide you the detailed travel plans, conditioned on your acceptance, without modification, of the terms, conditions and notices contained herein. Grueninger is not responsible for any participant’s unawareness of the Terms and Conditions due to the failure of the Group Leader to share this information with all the Participants.
YOUR ACCEPTANCE OF THE AGREEMENT
By booking your arrangement with us, you are agreeing to be bound by the terms of this Agreement and any additional terms and conditions of any Supplier that are applicable to your booking, travel arrangements. It is the responsibility of each participant to read our Terms and Conditions in its entirety. If you do not agree with our terms and conditions you should contact us before making a booking.
You acknowledge and agree that we may change these terms and conditions from time to time and that those changes become effective immediately. You agree to be bound by the terms and conditions that are in effect at the time of your travel or cancellation, whichever applies. You agree that is your responsibility to be familiar with these terms and conditions and to check our website from time to time for any changes.
You represent and warrant that (a) you are of sufficient age to use our services and website and can create binding legal obligations in connection with your use, (b) you are legally authorized to act on behalf of those you represent and accept these terms and conditions on their behalf, and (c) the information supplied by you or members of your group is true and correct. You understand that you are financially responsible for any use of our services or website by you and those for whom you make bookings.
You agree that any violation of any such terms and conditions may result in (a) the cancellation of your reservation or purchase, (b) your forfeiture of any monies paid for your reservation or purchase, (c) you being denied access to the applicable travel related product or service, and (d) our right to debit your account for any costs we incur as a result of such violation.
ABOUT THE TOUR PRICE:
The per person tour cost is based on airfare, ground transportation, accommodations, attractions, meals and guide tariffs and are subject to change at any time prior to receipt of deposits paid. Payments are to be in the form of a check or wire transfer made payable to Grueninger Cruises and Tours, Inc. If any payment per the payment schedule is not received on time, Grueninger reserves the right to cancel your trip and retain all fees paid by the trip participant(s). Should the group size fall below the minimum number of attendees as defined, all prices are subject to change.
Prices are quoted in U.S. Dollars and are based upon operating costs, fuel prices, taxes and exchange rates in effect at the time of contracting with suppliers. Should these costs, prices, taxes or rates increase, participants will be notified no less than 10 days prior to departure and requested to pay these additional costs.
Grueninger will, upon request, accept credit card payments from individual participants at a separate rate. When Grueninger accepts a credit card payment, participants must provide to us a signed charge authorization agreement or click authorization for every transaction for your trip. Your authorization is a binding agreement for us to charge your card and as such you waive any right to chargeback in the case of cancellation for any cause (excepting fraud), including a Force Majeure event, as defined herein, and agree to refund policies and procedures as outlined in these Terms and Conditions. In the event a participant attempts to chargeback, reverse, or recollect a trip payment already made without the authorization of Grueninger, we reserve the right to collect all additional costs, fees and expenses associated with such chargeback, reversal or recollection, including, without limitation, attorney fees.
The tour price does not include:
Any items and matters not referred to in your itinerary are not included in the tour price. This can include, but is not limited to: Transportation from home city to the destination, airline baggage fees; pre-assigned seat assignments; baggage handling; incidental charges (i.e., snacks, laundry, room service, phone calls) souvenirs; gratuities to travel directors; gratuities to motorcoach drivers; private group hotel security, any items not mentioned above. All excess, oversized, and/or overweight baggage and equipment fees may apply and may not necessarily travel with group. The price does not cover costs and expenses, including your return home, if you leave the guided holiday/vacation whether of your own volition, our decision based on behavior that disrupts the trip, due to illness, action by any government or other reason. This list is illustrative and not a complete list of every item not included.
• Any additions or subtractions to the itinerary may affect the price of the tour. These requests for change must be made in writing and will be changed per the current market value.
• Any addition, subtraction or name change from the original passenger list must be made in writing.
• Any individual additions within 45 days prior to departure will incur a $50 fee and will be based on availability in addition to prevailing rates from vendors.
• Name changes are accepted without penalty up to 45 days before departure, unless otherwise determined by the airline or vendor agreement. From 45 to 14 days before departure, there will be a name change charge assessed, currently $50/person, in addition to any applicable airline or vendor fees. No name changes are accepted within 14 days of departure.
• Late payments/deposits and required forms are charged a daily service fee of $15.00 per occurrence, per late day. For a maximum late charge of $210.00 per occurrence.
• Any expedited services such as FedEx charges, wire transfer fees assessed by banks and vendors, expedited printing and shipping charges will be passed along to the Participant.
CANCELLATION BY GRUENINGER
Grueninger reserves the right to cancel any tour at its sole discretion. In the unlikely event a tour is canceled by Grueninger and Grueninger is unable to reschedule, all funds collected from any participant will be refunded upon receipt from each vendor minus any non-recoverable fees. Money is refunded to the original payer. Grueninger shall not be responsible for any refund and will pay no damages in the event of cancellation due to Force Majeure.
Grueninger shall not be responsible for, and shall make no refund for, events beyond its control, such as, without limitation, acts of God, strikes, acts of war, terrorism or civil disturbance, government restrictions, changes of schedules or operational decisions of air carriers, terrorist activity or the threat thereof, industrial action, natural or nuclear activity, epidemic, pandemic, illness, physical injury, quarantine, medical or customs or immigration regulation, delay, or cancellation, adverse weather conditions, fire, or for acts or omission of Third Parties or other parties not under the control of Grueninger and all similar events outside our control.
Grueninger strongly recommends that participants purchase a travel protection plan. Travel protection safeguards your travel investment, your belongings, and most importantly, you. Your travel protection plan should cover at a minimum, cancellation, Cancel for Any Reason (CFAR), curtailment, medical, emergency travel and personal accidents, and damage or loss to personal belongings.
Grueninger is not qualified to answer technical questions about the benefits, exclusions, and conditions of travel protection plans. Grueninger cannot evaluate the adequacy of the prospective insured’s existing insurance coverage. If you have any questions about your travel protection, call your insurer or insurance agent or broker.
Declining travel protection plan coverage could result in the loss of your travel cost and/or require more money to correct the situation. You also acknowledge that without this coverage, there may be no way to recoup any losses, costs or expenses incurred. If a participant chooses to travel without adequate travel protection, we will not be liable for any of your losses howsoever arising, which would have been covered by adequate travel protection.
Grueninger Cruises and Tours, Inc., (d/b/a Grueninger Music Tours, Ambassadair, Ambassadair Groups and Incentives, Grueninger Tours, Grueninger Travel Group) its employees, shareholders, subsidiaries, affiliates, officers and directors, (collectively “Grueninger”) does not own or operate any person or entity which is to or does provide goods or services for participant’s trip, including, for example, lodging facilities, transportation companies, local ground handlers, food service or entertainment providers, etc. All tickets, receipts, coupons, and vouchers are issued subject to the terms and conditions specified by each supplier, and by accepting the coupons, vouchers, and tickets, or utilizing the services, all customers agree that neither Grueninger, nor its employees, agents, or representatives are or may be liable for any loss, injury, or damage to any tour participant or their belongings, or otherwise, in connection with any service supplied or not supplied resulting directly or indirectly from any occurrence beyond the control of Grueninger. Grueninger is not liable for any negligent or willful act or failure to act of any such person or entity, or of any act of any other third party not under its control.
Without limiting the foregoing, Grueninger is not responsible for injury, delay, inconvenience, damage, or death which results from criminal activity, weather or other acts of God, acts of government, disease, epidemics or the threat thereof, illness, the provision of inappropriate or no medical attention or delayed access to appropriate medical attention, the demands of indoor or outdoor activities, strikes, political or civil unrest, overbooking, structural or other defective conditions in hotels or other lodging facilities, acts of terrorism or the threat thereof, attacks from or bites by animals, insects or pests, transportation failures of any kind or the failure of any transportation mechanism to arrive or depart timely or safely, insurrection or revolt, or any other event beyond its direct control. Grueninger in its sole discretion reserve the right to decline to accept any participant as a member of these trips. Additionally, both the U.S. State Department and the Centers for Disease Control publish and update important country-specific information for participants. Grueninger strongly recommends that all participants review these notices. This can presently be found at:
https://travel.state.gov/content/passports/en/alertswarnings.html (and) https://wwwnc.cdc.gov/travel/notices.
Participant expressly acknowledges that naturally occurring diseases and viruses (including, but not limited to, the currently widespread COVID-19) may be present and actively occurring in all environments in which this tour will take place. Participant acknowledges the novel coronavirus, COVID-19, has been declared a worldwide pandemic by the World Health Organization. COVID-19 is extremely contagious and is believed to spread mainly from person-to-person contact (however the exact method of spread remains unknown). Participant also understands that if they are older or have underlying conditions, the participant may be more prone to serious infection and death due to COVID-19. As a result of the highly infectious nature of this disease, federal, state, and local governments and federal and state health agencies recommend social distancing, wearing of PPE (including masks), and have, in many locations, prohibited the congregation of groups of people.
Participant, any minors traveling with participant, and on behalf of any participant and their heirs, assigns, personal representatives and next of kin, HEREBY RELEASE, INDEMNIFY, AND HOLD HARMLESS Grueninger Cruises and Tours, Inc., (d/b/a Grueninger Music Tours, Ambassadair, Ambassadair Groups and Incentives, Grueninger Tours, Grueninger Travel Group), its officers, agents, and/or employees, suppliers, and other participants (RELEASEES), from any and all claims, demands, losses, and liability arising out of or related to any INJURY, DISABILITY, DEATH OR ANY OTHER LOSS participant may suffer due to exposure, infection, or spread of COVID- 19, WHETHER ARISING FROM THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE, to the fullest extent permitted by law.
Participant assumes all inherent risks involved in the use of any hotel exercise equipment and/or swimming pool and/or any other body of water, which risks include, but are not limited to bodily injury, sickness, disease or death from using the swimming pool or body of water. Participants also acknowledge and understand that use of any swimming pool or other body of water is potentially dangerous and that there exists a risk of injury or death when using any equipment, swimming pool or any other body of water. PARTICIPANT UNDERSTANDS THERE WILL BE NO LIFEGUARD ON DUTY AND IF THE PARTICIPANT CHOOSES TO SWIM OR USE A HOT TUB OR SPA, PARTICIPANT WILL DO SO AT THEIR OWN RISK.
Additional risks and dangers may arise including, but not limited to, hazards of travel by train, automobile, motorcoach, aircraft and other means of conveyance, animal interactions, swimming, forces of nature, political unrest, other unrest, risks associated with water, food, plants, insects and differing animal regulation, and acts of national and local governments and unrest and acts of others against governments. These risks are not an exhaustive list but are examples of many kinds of risks. Participant is voluntarily participating in these activities with the knowledge that there are significant dangers involved, and participant hereby agree to accept any and all risks. As lawful consideration for the agreement with Grueninger to participate in such trips and activities participant agrees participant will not make a claim against Grueninger, its related companies or its personnel or sue for bodily injury, emotional trauma, death, property loss or damage or other loss, cost or expense, however caused, as a result of or related to participant contracting for, traveling to or from, or in any and every other way participating in the trip. Participant releases Grueninger, its related companies and its personnel from any and all claims, known or unknown, arising from contracting for, traveling to or from, and in any and every way participating in a trip. This release of liability and assumption of risk agreement is entered into on behalf of you and all members of your family and party, also including minors. This agreement also binds your heirs, legal representatives and assigns.
Where the participant occupies a motorcoach seat fitted with a safety belt, neither Grueninger nor the Operator nor its agents or co-operating organizations or service providers will be liable for any injury, illness or death or for any loss or damages or claims whatsoever arising from any accident or incident, if the safety belt is not being worn at the time of such an accident or incident. This exclusion and limitation of liability shall not be used to imply that the Operator or its agents or affiliated entities are liable in other circumstances.
Grueninger is not responsible for rooming decisions and will not be liable for any disputes, claims, injuries including but not limited to personal injuries, intentional infliction of emotional distress, negligent infliction of emotional distress, and/or discrimination claims arising out of rooming decisions.
Grueninger and its local ground handler reserve the right in its or their sole discretion to terminate any participant who does not abide by its or their rules and regulations, and/or whose conduct is deemed to be such as to endanger the participant, the welfare of other participants, staff members and/or third parties or the success of the program. In the event of such termination, participant will be sent home at the expense of the participant and his or her parent or guardian. The manner and means of transporting the participant home shall be determined exclusively by Grueninger. In the event of such termination, there will be no refund whatsoever.
When you book with Grueninger, participant accepts responsibility for any damage or loss caused by participant. Full payment for any such damage or loss (reasonably estimated if not precisely known) must be paid direct at the time to the accommodation owner or manager or other supplier. Participant must indemnify Grueninger for the full amount of any claim (also including legal costs) made against Grueninger. Participant agrees to and shall indemnify and hold harmless Grueninger and each of our officers, directors, employees and agents, from any expenses, losses, liabilities, damages, judgments, settlements and costs (collectively, “damages”) involved with or incurred by Grueninger (including, without limitation, reasonable attorneys’ fees and the advancement of same) with respect to any claims, law suits, arbitrations, or other causes of action, which result, directly or indirectly, from any participant’s breach or violation, or threatened breach or violation, of this Agreement.
Grueninger issues airline tickets, hotel confirmations and other travel documents for such services as an agent for the companies that provided these services directly. Group airline tickets and group hotel accommodations are subject to all terms and conditions of the respective suppliers (airlines, hotel chains, etc.) regarding group travel. These suppliers may limit or exclude the accrual of frequent flyer or reward program points. It is the participant’s sole responsibility to review these documents for accuracy. Grueninger will not be liable for inaccuracies in any travel documents.
DESTINATIONS AND REQUIRED TRAVEL DOCUMENTS:
Travel to certain destinations may involve greater risk than others. Grueninger urges participant to remain informed on a daily basis as to current news events, as well as to review travel prohibitions, warnings, announcements and advisories issued by the United States Government prior to booking travel to international destinations. Information on conditions in various countries and the level of risk associated with travel to particular international destinations can be found at http://www.state.gov. In addition, Participant should consult with government websites to ensure that you are in compliance with all requirements for admittance into that country as well as understanding local laws that govern travel within a country, such as tracking.
BY OFFERING FOR SALE TRAVEL TO PARTICULAR DESTINATIONS, GRUENINGER DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO SUCH POINTS IS ADVISABLE OR WITHOUT RISK, AND SHALL NOT BE LIABLE FOR COSTS, DAMAGES, OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS. PARTICIPANT’S PARTICIPATION CONSTITUTES ACCEPTANCE OF SUCH EVENTS AT PARTICIPANT’S OWN RISK.
In the case of international travel, participant and any minors traveling with participant must be in possession of a machine-readable passport valid for 6 months after their trip return date along with applicable visas. Some countries require that participant passport have two to four blank visa/stamp pages. Some airlines will not allow participant to board if this requirement is not met. For information about passport requirements participant can visit the State Department’s website at https://travel.state.gov/content/travel/en/passports.html. It is participant’s sole responsibility to secure and/or pay for any and all visas, reciprocity fees, affidavits, immunizations, etc. that are required to be permitted entry into each destination. In some countries participant may be subject to entry (reciprocity) fees and/or departure taxes/ exit fees which will be collected at the airports upon entry/departure by local government authorities. Please note that entry to any country may be refused even if the required information and travel documents are complete.
Visas: Some countries require visas to enter. Without a valid visa, participant may be denied entry into the country. Participant can find out if participant needs a visa by visiting the embassy website of the country participant be traveling to. Although participant can always contact Grueninger with questions it is participant’s responsibility to ensure participant have all the proper travel documents, to include participant visa(s). Grueninger is happy to refer to participant a third-party visa processing company if participant so desires.
Children Traveling with One Parent, or Someone Who is Not a Parent/Legal Guardian, or Children Traveling in a Group: Foreign border officials may require custody documents or written consent from the other parent/both parents. Requirements vary by country, so if this applies to anyone in participant’s traveling party please research the requirements and leave prepared.
When travelling domestically or internationally, the U.S. Transportation Security Administration (TSA) and U.S. Department of Homeland Security (DHS) advise that everyone carry at least two forms of acceptable identification in order to board a flight. Examples: DHS designated enhanced driver’s license, USA Passport, a foreign government passport. The name, date of birth and gender that appears on the identification card must exactly match the same such data that is listed on airline ticket(s) and booking records. For more information participant can visit the TSA website at https://www.tsa.gov/travel/security-screening/identification.
For up-to-date detailed information on travel documents and visas, entry/exit taxes and further information on entry and exit requirements please check with Participant’s local consular services. Obtaining and carrying these documents is participant’s sole responsibility. It is the participant’s sole responsibility to be aware of the airline and airport security documentation requirements and to produce appropriate documentation. Grueninger bears no responsibility for such information and will not be responsible for advising and/or obtaining required travel documentation for any guests, or for any delays, damages and/or losses including missed portions of the trip due to improper documentation.
Health: Recommended inoculations for travel may change and participant should consult their provider for current recommendations before participant’s depart. It is participant’s responsibility to ensure that participant meets all health entry requirements, obtain the recommended inoculations, take all recommended medication, and follow all medical advice in relation to participant’s trip. Inoculation requirements can be found on the Center for Disease Control website at https://www.cdc.gov/.
PARTICIPANTS WITH DISABILITIES:
Participants with disabilities are welcome and must always be accompanied by a companion capable of providing all required and needed assistance and must not require special assistance from Grueninger or its suppliers. The participant must notify Grueninger regarding any participants with disabilities, in writing no later than the payment of the first deposit, of status and of the identity of the non-discounted, paid travel companion who will be responsible for providing all necessary assistance. The participant should notify Grueninger if ADA accessible accommodations and/or transportation are needed as soon as possible but no later than the payment of the first deposit. Grueninger will make all reasonable efforts to accommodate this request, but cannot be responsible if ADA transportation and/or accommodations are not available. Any accommodations provided will be at the sole expense of the participant requiring the accommodation.
SPECIAL DIETARY REQUIREMENTS:
For safety and liability reasons, Grueninger and its representatives cannot be responsible for directly accommodating any food allergies, or dietary requirements and restrictions, and is not responsible for any issues or problems associated with the same. All scenarios and special dietary requests regarding food and drink, including allergies, or dietary requirements and restrictions, are the sole responsibility of the participant. While most meal establishments can offer general options, Grueninger cannot guarantee that options will be available. Just in case, Grueninger recommends packing extra food/snacks if accommodations cannot be met.
HEALTH AND SAFETY:
For the safety or our guests, Grueninger reserves the right to request health information prior to travel and to exclude any participants it deems unfit for travel at its sole discretion.
No refunds will be made for features in the trip/tour not utilized. The cost of replacing lost or stolen tickets is the responsibility of the participant. If a flight or transfer by motorcoach or train is missed, whether by weather or other conditions beyond Grueninger’s control, participant is responsible to make his or her own arrangements and to pay all charges associated therewith. Grueninger may cancel any trip/tour because of insufficient enrollment or for any other reason. The terms set forth in this agreement constitute the entire agreement between the participant and Grueninger.
Unless an opt-out waiver is requested, all participants assigns permission to Grueninger, and its photographer(s), to use the images in any media for any purpose (except pornographic, defamatory, libelous or otherwise unlawful) which may include, among others, advertising, promotion, marketing and packaging for any product or service. Images may be combined with other images, text and graphics, and cropped, altered or modified. All paid and complimentary participants acknowledge and agree with consent to publication. Participant’s retention of tickets, reservations, or bookings after issuance shall constitute consent to the above, as well as an agreement on participant’s part to convey the contents hereof to his or her travel companions or group members.
If any provision of these terms and conditions shall be held unenforceable, such provision shall be struck and the remainder shall remain enforceable.
CHOICE OF LAW:
This agreement is governed in all respects by the laws of the state of Indiana, United States of America, without regard to conflicts of law principles. All participant claims must be submitted in writing and received by Grueninger no later than sixty (60) days after the completion of the trip. Participant claims not submitted and received within this time shall be deemed waived and barred.