1. General Information Please read this Terms of Use Agreement ("Agreement" or "Terms of Use") carefully. (“GROUPGRAMS”) is a group newsletter creation platform that assists individuals, families, groups of friends and others (collectively, "Users") by creating and distributing group newsletters to the appropriate members of the group. The following outlines the terms and conditions associated with the use of GROUPGRAMS’s group newsletter creation platform and other services through the GROUPGRAMS website, ("Site,") (collectively with the Site and GROUPGRAMS’s other related services, the "Services,"). Your use of the Services indicates your acknowledgement of and agreement to this Agreement, our Privacy Policy and other notices posted on this Site. 2. Terms of Use Agreement This Agreement constitutes a legal agreement between you, the user of the Services, and GROUPGRAMS (or "we" or "us"), a private, for-profit company. In order to access and use the Services, you, the user, must accept and agree to be bound by, without exception, all of the terms, conditions and notices contained in this Agreement. If you do not accept all of the terms, conditions and notices as stated in this Agreement, you may not use or access the Services. You represent to us that you have the ability and the authority to (a) agree to be bound by these Terms of Use; and (b) provide the personal information requested by GROUPGRAMS in connection with the Services. The Services are not intended for use by children. You represent to us that you are eighteen (18) years of age or older. If you are under the age of 18, your parent or legal guardian must agree to the terms of this Agreement on your behalf. You acknowledge and agree that you must (a) provide for your own access to the World Wide Web and pay any service fees associated with such access; and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including a computer and modem or other access device. 3. Description of Services; Disclaimers (“GROUPGRAMS”) is a group newsletter creation platform that assists individuals, families, groups of friends and others (collectively, "Users") by creating and distributing group newsletters to the appropriate members of the group. GROUPGRAMS may also provide services of printing and mailing physical copies of group newsletters as requested by Users. To facilitate the creation of said group newsletters, GROUPGRAMS also provides reminders to group members to encourage their completion of their personal updates. These reminders may come in the form of emails, notifications on a mobile devices or in other ways. 4. Privacy Statement Any information provided by you or gathered by us or third parties during any use of the Services is subject to the terms of our Privacy Policy, which is incorporated herein for reference. We encourage you to periodically read our Privacy Policy. 5. License Except as expressly provided otherwise, GROUPGRAMS grants you a personal, revocable, non-transferable and non-exclusive license to display on your computer, print, download and use the underlying HTML, text, audio clips, video clips and other content that is made available to you on this Site, for non-commercial, personal or educational purposes only, provided that: a. you do not (and do not allow any third party to) modify or create a derivative work of any such content; and b. you include with and display on each copy of such content the associated copyright notice. No other use is permitted. Without limiting the generality of the foregoing, you may not: a. include such content in or with any product that you create or distribute; b. reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of the Site, use of the Site, or access to the Site; c. reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of our website or services, or authorize any third party to do any of the forgoing. d. aggregate data from the Site with data from other sources for the purpose of generating comparisons other than for personal use; e. establish a frame containing any portion of the Site on any other website or text document with hyperlink capabilities; or f. copy such content onto your or any other site; and you may not direct or authorize any other person to do any of the foregoing. You agree not to access the Site by any means other than through the HTML or other interface that is provided by GROUPGRAMS for use in accessing the Site. Notwithstanding the above, nothing contained in this license shall be construed as conferring any right under any intellectual property of GROUPGRAMS, its affiliates or any other person who owns the intellectual property in the content provided on this Site. 6. Intellectual Property GROUPGRAMS is the owner and/or authorized user of the Site and any trademark, registered trademark, service mark and/or other intellectual property appearing at this Site or used in connection with the Services, and is the copyright owner or licensee of the content and/or information on this Site, including but not limited to any screens appearing at the Site. You may not download, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, sell, transfer, or in any way commercially exploit any of the content, software or services that are a part of the Site, or infringe upon any copyrights, trademarks or service marks contained herein, without the express written consent of GROUPGRAMS. However, you may print a copy of the information on this Site for your personal use or records. If you make other use of the Site, except as otherwise provided above, you may violate copyright and other laws of the United States and other countries, as well as applicable state laws, and may be subject to penalties. GROUPGRAMS does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Site. Suggestions or feedback provided by you to GROUPGRAMS ("Feedback") shall be the exclusive property of GROUPGRAMS, and you hereby irrevocably waive all your rights to all Feedback and assign all such rights to GROUPGRAMS. 7. Member Account; Password and Security a. GROUPGRAMS may supply you with a password or you may create a password and account designation upon completing the registration process for use of the Services. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password and account. You agree to immediately notify GROUPGRAMS of any unauthorized use of your password or account, or any other breach of security of which you are aware, and to ensure that you properly log out of your account at the end of each session. GROUPGRAMS assumes no liability for any loss or damage arising from your failure to comply with this section. 8. User Content Other than personal information that you provide, which shall be treated in accordance with this Agreement and the Privacy Policy, you grant to GROUPGRAMS an unrestricted, irrevocable and non-exclusive right to use, reproduce, modify, distribute, publicly display, publicly perform and transmit in accordance with the terms of the Privacy Policy, all data , content and material uploaded, posted or otherwise provided by you through use of the Site, including but not limited to comments, ideas for new products or services, and feedback and suggestions regarding the Site. You are responsible for the content of that material. GROUPGRAMS does not have any responsibility for content, including the content of any personal updates, messages or information posted or provided by you or users of the Services, or for the content of information accessible via direct or indirect hyperlinks from the Site. However, GROUPGRAMS retains the right, which it may or may not exercise in its sole discretion, to review, edit, or delete content which GROUPGRAMS deems to be illegal, offensive, in violation of these terms and conditions or otherwise inappropriate. No compensation, unless explicitly noted, will be paid with respect to the use of any information, content or material that you upload, post, transmit or otherwise make available through this Site. 9. User Conduct As a condition of your use of the Services, you agree (a) to abide by all applicable local, state, national and international laws and regulations in your use of the Services; (b) not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) not to use the Services for any purpose that is unlawful or contrary to this Agreement; (d) not to use the Services, or any portion thereof, in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and employment of the Services; (e) not to attempt to gain unauthorized access to any databases, information, computer systems, or network associated with GROUPGRAMS; (f) not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services; and (g) not to post, upload, provide access to, or transmit material that (i) is libelous, defamatory, obscene, child pornography, fraudulent, harmful, threatening, abusive or hateful, or that violates the property rights of others (including, without limitation, infringing use of a copyright or trademark right); (ii) violates the privacy or publicity right of others; or (iii) is in violation of any applicable laws. GROUPGRAMS has no obligation to monitor the Services. However, you acknowledge and agree that GROUPGRAMS has the right to monitor the Services from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its clients. GROUPGRAMS reserves the right to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Use. 10. Failure to Comply with Terms of Use You acknowledge and agree that GROUPGRAMS may deny you access to all or part of the Services without prior notice if you engage in any conduct or activities that GROUPGRAMS, in its sole discretion, believes violate any of the terms and conditions, violate the rights of GROUPGRAMS, or are otherwise inappropriate for continued access. You acknowledge and agree that GROUPGRAMS may, in its sole discretion, deny you access through the Site to any materials stored on the Internet, or to access third-party services, merchandise or information on the Internet, and GROUPGRAMS shall have no responsibility to notify any third-party providers of services, merchandise or information, nor any responsibility for any consequences resulting from lack of notification. 11. Third Party Sites GROUPGRAMS may provide links to other sites or resources. You acknowledge and agree that GROUPGRAMS is not responsible for the accuracy or availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You agree that GROUPGRAMS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources. By offering a number of third party products and services, including advertisements, on our Site, makes no warranties or representations of any kind as to the content or suitability of the subject matter of any web site, product or service from any such third party business or individual. expressly disclaims liability for direct, indirect, consequential, or incidental damages arising from the products, services, advertisements, actions, or web site content of these and any other third parties, and you waive any claims against for damages arising from such transactions or your reliance upon statements contained therein. You will not consider nor will be construed as, a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with the transaction. 12. Disclaimer of Warranties By using the Services, including any applets, software, and content contained on the Site, you agree that use of the Services is entirely at your own risk. In no event shall GROUPGRAMS be responsible for the correctness of the Services, and no statement made by a representative of GROUPGRAMS or through the Services or elsewhere — expressed or implied — shall be deemed such as a guarantee, warranty or representation of liability. THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES OR UNINTERRUPTED ACCESS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES. SPECIFICALLY, GROUPGRAMS DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO (a) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF THE INFORMATION OR SERVICES; AND (b) ANY WARRANTIES OF TITLE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. GROUPGRAMS MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. GROUPGRAMS MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. ANY INFORMATION OR DOCUMENTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH OR PROVIDED TO THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR DOCUMENTS. 13. Limitation of Liability NEITHER GROUPGRAMS NOR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR OTHER THIRD PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICES OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF GROUPGRAMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GROUPGRAMS'S LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT OF FEES COLLECTED BY GROUPGRAMS FROM YOU IN ACCORDANCE WITH THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 14. Indemnification You agree to indemnify and hold harmless GROUPGRAMS and its affiliates and their licensors, agents, officers, employees and contractors for any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) which arise out of, are connected with or directly relate to (a) your use of the Services; (b) any breach of any obligation, representation or warranty made by you in this Agreement. 15. Modification to Terms of Use Periodically, GROUPGRAMS may update and/or change the terms, conditions, and notices contained in the Terms of Use to reflect changes in the Services offered, changes in applicable laws, or for any other reason it deems necessary or appropriate. If our Terms of Use materially change, we will post the revised version of the Terms of Use on our Site. Your continued use of the Services after any such change shall constitute your consent to, and agreement to be bound by, the revised Terms of Use. 16. Modification to Services GROUPGRAMS reserves the right, at its discretion, to change, modify, terminate or suspend any of the component(s) of the Site or these Terms of Use without liability to you or any third party, and will notify users through online postings of the Terms of Use and any changes, modifications or amendments thereto on the Site. We may also impose limits on certain features of the Site or restrict your or any third party's access to part or the entire Site for any reason (including, without limitation, your breach of these Terms of Use) or no reason, without notice or penalty. You acknowledge and agree that we will not be liable to you or any third party in the event that we exercise our right to modify or terminate access to the Site (or portions of the Site). You, the user, understand that GROUPGRAMS has the right to make these changes and that you are responsible for regularly reviewing the current Terms of Use as posted on the Site. Your continued access to this Site after any such change shall constitute your consent to, and agreement to be bound by any such changes. 17. Notices Notices by the parties shall be provided in writing. You agree that if you have provided us with an e-mail address for you, we may provide any written notices to you in electronic form via an e-mail to you. You are responsible for notifying us if your e-mail address changes. If you have not provided us with an e-mail address, we may provide such notices to the postal address you specified. You may submit notices to us at our e-mail address, Notices sent by e-mail shall be deemed given forty-eight (48) hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. GROUPGRAMS may also broadcast notices or other matters of importance on this Site; such broadcasts shall constitute notice to you. 18. Assignment You shall not assign or otherwise transfer or delegate or subcontract any of your rights or obligations under this Agreement, in whole or in part, without GROUPGRAMS's prior written consent, such consent not to be unreasonably withheld. Any attempted transfer or delegation by you without GROUPGRAMS's consent will be void. These Terms of Use will bind and inure to the benefit of each party's successors and permitted assigns. 19. Miscellaneous Any cause of action with respect to this Agreement and your rights and obligations must be submitted for arbitration, pursuant to Section 20, within one (1) year after the cause of action; otherwise, the cause shall be barred, provided that either party may seek injunctive or equitable relief in any court of competent jurisdiction. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. This Agreement, the Privacy Policy, any operating rules, policies, or procedures that may be posted from time to time by GROUPGRAMS on the Site, and any modifications to the foregoing constitute the entire agreement between you and GROUPGRAMS and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and GROUPGRAMS with respect to the Services associated with it. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. The failure of GROUPGRAMS to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use shall remain in full force and effect. 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. These Terms of Use shall survive termination of these Terms of Use. 20. Arbitration All disputes, controversies or claims arising out of or relating to these Terms of Use will be resolved through binding arbitration conducted at a location of GROUPGRAM’S choosing, in accordance with: (i) the Federal Arbitration Act; (ii) the then-current commercial arbitration rules of the American Arbitration Association (the "AAA"); and (iii) these Terms of Use. The terms set forth in these Terms of Use will control in the event of any inconsistency between such terms and the AAA rules. The arbitration will be conducted by a single arbitrator reasonably familiar with the technology and business covered by these Terms of Use, selected by mutual agreement of the parties. If the parties fail to select an arbitrator within thirty (30) days following the date of either party's notice of demand to conduct arbitration, then the AAA will appoint an arbitrator in accordance with its rules. The award of the arbitrator will be in writing, setting forth findings of fact and conclusions of law. Judgment on the arbitrator's award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. The arbitrator's fees will be shared equally by the parties, and each party will bear its own costs and attorneys' fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information. 21. Void Where Prohibited GROUPGRAMS administers and operates the Services from its location in the United States. Although the Services are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or are appropriate or available for use outside the United States. GROUPGRAMS reserves the right, in its sole discretion, to limit the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on or through the Services is void where prohibited. If you choose to access the Services from outside the United States, you are solely responsible for complying with all laws applicable thereto. You may not access, download, use or export the Site or the Content in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. 22. Acknowledgement You acknowledge (a) that you have read and understood this Agreement; and (b) that this Agreement has the same force and effect as a signed agreement. 23. Contact Information If you have any questions regarding these Terms of Use or the Services, please contact GROUPGRAMS at