) apply to your use of (1) the GroopZoom website at www.GroopZoom.com and all related websites owned and operated solely by GroopZoom (collectively, the “GroopZoom Site”
), (2) the group dining reservation services made available by GroopZoom through the GroopZoom Site, any GroopZoom-branded application for your mobile or other device (collectively, the “GroopZoom Application”
), and any other websites operated by GroopZoom or third parties, as described in Part I below (the “Reservation Services”
), any GroopZoom Application, and any other services or features made available by GroopZoom through the GroopZoom Site or any GroopZoom Application (collectively the “Services”
In this Agreement, “GroopZoom”
mean MidiMidnight Inc. dba GroopZoom, and “User”
mean any user of the Services. This Agreement incorporates GroopZoom’s standard policies, procedures, and terms and conditions for use of the Services that are referenced by name or by links in this Agreement (collectively, the “GroopZoom Policies”
By accessing or using the Services or clicking “accept” or “agree” to this Agreement, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, and (2) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the Services. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.
GroopZoom may update or revise this Agreement (including any GroopZoom Polices) from time to time. You agree that you will review this Agreement periodically. You are free to decide whether or not to accept a modified version of this Agreement, but accepting this Agreement, as modified, is required for you to continue using the Services. You may have to click “accept” or “agree” to show your acceptance of any modified version of this Agreement. If you do not agree to the terms of this Agreement or any modified version of this Agreement, your sole recourse is to terminate your use of the Services, in which case you will no longer have access to your Account (as defined below). Except as otherwise expressly stated by GroopZoom, any use of the Services (e.g., the use of the Reservation Services) is subject to the version of this Agreement in effect at the time of use.
Part I – Group Reservation Services
- Group Reservations.
GroopZoom provides the Reservation Services to User for the purpose of assisting User in securing group dining reservations at participating third-party Restaurants (each, a “Restaurant” ). In response to a User’s online request for a group dining reservation through the GroopZoom Site or GroopZoom Application, GroopZoom directly contacts the Restaurant’s computerized database of group dining reservations. The availability of reservations is determined at the time of User’s query. Once a group reservation is made by User through the GroopZoom Site or GroopZoom Application, GroopZoom will provide confirmation of the reservation to User by email. By using the Reservation Services, User agrees to receive reservation confirmations by email after booking a group reservation through the Reservation Services.
- Changes to Reservation.
Changes to reservation such as, but not limited to times, guest counts, menus, must be made by the User, at least (3) three days prior to reservation date. All changes must be made by the User through the Restaurant and GroopZoom via e-mail and by calling the Restaurant directly.
In order to use the Reservation Services for these Restaurants, you must provide valid debit or credit card information. For “Order off the Menu” reservations, GroopZoom will charge a deposit of $20 per person which will be applied to your check on the day of the event. Any amount over the $20 per person deposit will need to be paid at the venue. For “Chef Menu” and “Hubert Keller Menu” reservations, GroopZoom will charge a deposit of 25% of total estimated charges to the User debit or credit card at the time of booking. GroopZoom will charge the remaining balance of estimated charges (72) seventy two hours prior to the event date, to account for any potential updates to order, attendance numbers and/or any other special circumstances which occurred in last days prior to the event. Any and all additional charges that may occur during the event will be paid directly by User to Restaurant on the day of the event.
- Cancellation Policy.
To assist GroopZoom in maintaining a consistently high level of service for the Restaurants and their group patrons, Users must cancel any reservations that they will be unable to honor. Users must notify Restaurant and GroopZoom (contact@GroopZoom.com) directly BY EMAIL. Users who cannot honor their reservation must cancel their reservation in accordance with the cancellation policy schedule below to qualify for a refund and avoid additional charges:
Cancellation made over three (3) days prior to event or further: Deposit will be refunded in full amount
Cancellation within three (3) days of the event: Deposit will not be refunded AND charges for remaining balance will be charged to User debit or credit card.
- Outside Food and Beverages.
You may not bring any outside food or beverages to the Restaurant unless preapproved by Restaurant management. Restaurant management may withhold such approval in its sole discretion.
- Outside Display & Decorations.
Outside displays and decorations must be preapproved by Restaurant management. Restaurant management may withhold such approval in its sole discretion.
Part II – Terms for All Services
- Communications from GroopZoom.
- Technical Requirements.
- Modifications to Services.
GroopZoom reserves the right, in its sole discretion, to modify the Services from time to time and without notice, including, without limitation, by removing, adding, or modifying portions of the GroopZoom Site, GroopZoom Application, Restaurants, and/or Merchants. GroopZoom shall have no liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following any such changes shall indicate your acknowledgment of such changes and satisfaction with all the Services.
- Intellectual Property Rights and Grant of Rights to User.
The features, information, and materials provided and depicted through the Services are protected by copyright, trademark, patent, and other intellectual property laws. All text, graphical content, video, data, and other content made available through the Services (collectively, the “GroopZoom Content” ) are provided to User by GroopZoom or its partners or licensors solely to support User’s permitted use of the Services. The GroopZoom Content may be modified from time to time by GroopZoom in its sole discretion. Except as expressly set forth herein, no license is granted to User for any other purpose, and any other use of the Services or the GroopZoom Content by User shall constitute a material breach of this Agreement. GroopZoom and its partners or licensors retain all rights in the Services and GroopZoom Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights. No license, right, or interest in any trademarks of GroopZoom or any third party is granted under this Agreement.
- Application License.
Subject to the terms and conditions of this Agreement, GroopZoom grants User a non-exclusive, non-transferable, revocable license to use the GroopZoom Application, in object code form only, on User’s compatible mobile devices, solely to support User’s permitted use of the Services.
- Use Restrictions.
The Services and GroopZoom Content are offered solely for User’s personal use for the purposes described in this Agreement. Any and all other uses are prohibited. GroopZoom expressly reserves all its rights and remedies under applicable state and federal laws. GroopZoom reserves the right, in its sole discretion, to refuse service, terminate Accounts, remove or edit content, cancel reservations, or deny access to the Services. You agree not to (and not to allow any third party to): (1) use any deep-link, robot, spider, scraper, or other automatic or manual device, process, or means to access, copy, search, or monitor any portion of the Services or GroopZoom Content, except as expressly authorized by GroopZoom; (2) take any action that imposes or may impose (in GroopZoom’s sole determination) an unreasonable or a disproportionately large load on the Services or GroopZoom’s infrastructure; (3) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services; (4) rent, lease, copy, provide access to or sublicense any portion of the Services or GroopZoom Content to a third party; (5) use any portion of the Services or GroopZoom Content to provide, or incorporate any portion of the Services or GroopZoom Content into, any product or service provided to a third party; (6) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to GroopZoom); (7) modify any Services or GroopZoom Content or create any derivative product from any of the foregoing; (8) remove or obscure any proprietary or other notices contained in the Services or GroopZoom Content; (9) use the Services or GroopZoom Content for any illegal purpose; or (10) publicly disseminate information regarding the performance of the Services or GroopZoom Content or access or use the Services or GroopZoom Content for competitive analysis or benchmarking purposes.
- Government End Users.
The Services constitute a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire any GroopZoom Application with only those rights set forth therein.
- Export Control.
You may not use, export, or re-export any GroopZoom Application or other aspects of the Services (or any copy or adaptation of the foregoing) in violation of applicable law, including, without limitation, United States and foreign export laws and regulations. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties.
GroopZoom may suspend your ability to use all or any element of the Services or may terminate this Agreement effective immediately, without notice or explanation. Without limiting the foregoing, GroopZoom may suspend your access to the Services if we believe you to be in violation of any part of this Agreement (including any GroopZoom Policies). After any suspension or termination, you may or may not be granted permission to use the Services or re-establish an Account. You agree that GroopZoom shall not be liable to you for any termination of this Agreement or for any effects of any termination of this Agreement. You are always free to discontinue your use of the Services at any time. You understand that any termination of your Account may involve deletion of any content stored in your Account for which GroopZoom will have no liability whatsoever.
- Reviews, Comments, Communications, and Other Content.
The Services may permit you to submit reviews, comments, and ratings; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Restaurants and other third parties ( “User Content” ). Any such User Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your User Content should be unbiased and objective. You may not submit reviews, comments or ratings of your own Restaurant, or any Restaurant of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. GroopZoom reserves the right (but has no obligation) to monitor, remove, or edit User Content in GroopZoom’s sole discretion, including if User Content violates this Agreement (including any GroopZoom Policies), but you acknowledge that GroopZoom may not regularly review submitted User Content. If you do submit User Content, and unless we indicate otherwise, you grant GroopZoom a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media. GroopZoom takes no responsibility and assumes no liability for any User Content submitted by you or any other User or third party.
- Your Representations and Indemnity.
You represent and warrant that you own or otherwise control all of the rights to any User Content submitted by you; that all User Content submitted by you is accurate; and that exploitation of such User Content by GroopZoom and its other Users, partners, and licensees will not violate this Agreement, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at GroopZoom’s request) defend GroopZoom, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “GroopZoom Parties” ) from and against all claims resulting from (1) any User Content submitted by you, (2) your use of the Services, or (3) any breach or alleged breach by you of this Agreement.
- Liability Limitations.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE GroopZoom PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT, (2) ANY USE OF THE SERVICES, THE GroopZoom CONTENT, OR THE USER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE RESERVATION SERVICES), OR (4) YOUR VISIT TO ANY Restaurant OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY Restaurant OR MERCHANT IN CONNECTION WITH THE SERVICES. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE GroopZoom SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE GroopZoom CONTENT. GroopZoom IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY Restaurant FOR WHICH A USER HAS MADE A RESERVATION.
You and GroopZoom understand and agree that the disclaimers, exclusions, and limitations in this Section 18 and in Section 19 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that GroopZoom would be unable to make the Services available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
- Disclaimer of Warranties.
THE SERVICES, ALL GroopZoom CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, ARE PROVIDED TO USER ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. GroopZoom EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR INDEMNITIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. GroopZoom DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT GroopZoom WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. GroopZoom SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF GroopZoom.
THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Links to Third-Party Websites.
The Services may contain hypertext links to websites operated by parties other than GroopZoom. Such hypertext links are provided for User’s reference only, and GroopZoom does not control such websites and is not responsible for their content. GroopZoom’s inclusion of any hypertext links to such websites does not imply any endorsement of the material on such websites or any association with their operators. GroopZoom assumes no liability whatsoever for any such third-party websites or any content, features, products, or services made available through such third-party websites.
Restaurants and Merchants are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities, and costs ( “Claims” ) suffered by you as a result of your interaction with or visit to any Restaurant or Merchant or from any product or service of any Restaurant or Merchant. You hereby release the GroopZoom Parties from any and all such Claims. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the GroopZoom Parties pertaining to the subject matter of this Section 36.
- Notify Us of Infringers.
If you believe any of the Services violate your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this Section.
In order for us to take action, you must do the following in your notice:
- provide your physical or electronic signature;
Here is the contact information for our copyright agent:
MidiMidnight Inc. dba GroopZoom
- identify the copyrighted work that you believe is being infringed;
- identify the item that you think is infringing your work and include sufficient information about where the material is located so that we can find it;
- provide us with a way to contact you, such as your address, telephone number, or email;
- provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used in connection with the Services; and
- provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury) you are authorized to act on behalf of the copyright owner whose work is being infringed.
Again, we cannot take action unless you give us all the required information.
If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.
This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by User, but may be freely transferred, assigned, or delegated by GroopZoom.
Any waiver of any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.
- ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and the GroopZoom Parties or their successors or assigns shall exclusively be settled through binding and confidential arbitration.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ( “AAA” ). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures” ).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and GroopZoom must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR GroopZoom MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, GroopZoom will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) GroopZoom also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.
Notwithstanding the foregoing, either you or GroopZoom may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Clark County, Nevada. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located Las Vegas, Nevada in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Las Vegas, Nevada for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of subparts (1) and (2) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (1) or (2) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor GroopZoom shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in Las Vegas, Nevada.
For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
- Choice of Law.
This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Nevada, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.