Creator Terms of Service for Grocer's List Inc.
Last updated: 3/10/2023
These Creator Terms of Service (“Terms of Service”), together with our Privacy Policy , constitute a binding agreement (“Agreement”) between Grocers List, Inc. (“Grocers List,” “us,” “we,” or “our”) and you or the legal entity you represent (“Customer,” “you,” or “your”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES. BY CLICKING THE “CREATE FREE ACCOUNT” BUTTON AND/OR ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (B) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE SERVICES IS ACCURATE AND COMPLETE, AND (C) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY YOU HAVE NAMED, AND TO BIND THAT LEGAL ENTITY TO THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT OR YOU DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. SCOPE OF SERVICES
This Agreement governs Grocers List’s provision of access to its platform (“Platform”) and related professional services, including but not limited to growing email lists, consumer communications and marketing, and recipe engagement (collectively with Platform, the “Services”) to Customer and its Authorized Users, who are any employee or contractor of Customer for whom Customer has created an account to access and use the Services. Grocers List retains the right to change, modify, disable, suspend, or otherwise terminate access to the Services at any time for any reason or for no reason.
To complete registration of an account and use the Services, Customer must connect certain third-party social media accounts (e.g., Instagram, TikTok) to your Grocers List account. Customer acknowledges and agrees that Grocers List is not responsible for, does not control, and makes no representations as to these third-party sites, including their use or disclosure of your information and that your relationship with these third parties and their sites are governed by their respective terms, privacy policies, and any separate agreement(s) that you may have entered into with them.
2. PROPRIETARY RIGHTS
2.1. Grocers List Ownership. Grocers List exclusively owns all right, title, and interest in and to the Services. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by Grocers List. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer.
2.2. License. Subject to the terms and conditions of this Agreement, Grocers List hereby grants Customer during the Term (defined below) a non-exclusive, non-transferrable, non-sublicensable, revocable license to access and use the Services for Customer’s legitimate business purposes. Customer may permit its Authorized Users to use the Services provided that Customer shall be responsible for each Authorized User’s compliance with the Agreement.
2.3. Restrictions. Customer and Authorized Users may not: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct, identify, or discovery any source code, underlying ideas, underlying user interface techniques or algorithms of the Services; (c) lend, lease, offer for sale, sell or otherwise use the Services for the benefit of any third party or provide any third party except for Authorized Users with access to the Services; (d) attempt to disrupt the integrity or performance of the Services; (e) attempt to gain unauthorized access to the Services or its related systems or networks; (f) use the Services in a manner that violates this Agreement, any third-party rights, or any applicable laws, or rules or regulations; or (g) access the Services to build a competitive product or services or copy any ideas, features, functions, or graphics of the Services. Customer acknowledges and agrees that it is responsible for the use or misuse of the Services by Authorized Users. Any action taken or breach of this Agreement by an Authorized User will be deemed an action taken or a breach of this Agreement by Customer. Without limiting the foregoing, Customer is responsible for the proper care and use of Customer’s and Authorized Users’ access credentials and responsible for any actions resulting from the use of Customer’s or its Authorized Users’ access credentials.
2.4. Feedback. In the event that Customer or its Authorized Users provide any suggestions or comments for enhancements, functionality, or other feedback in connection with Grocers List or the Services, whether written or oral (collectively, “Feedback”), Grocers List, in its sole discretion, shall be entitled to use the Feedback without restriction, and such Feedback will not be treated as confidential to Customer. Customer hereby grants Grocers List, on behalf of itself and its Authorized Users, a worldwide, fully-paid up, irrevocable, perpetual, transferable, sublicensable, royalty-free right and license to copy, distribute, transmit, display, perform, create derivative works, and incorporate the Feedback.
2.5. Customer Content. Customer represents and warrants that it owns, or will own, and has, or will have, the right to publish, distribute, copy, modify, display, use, and license or sublicense to Grocers List, the recipes, image, videos and other content created, shared, or posted by Customer, through the Services or other sources, such as social media sites, for use in or through the Services and/or by Grocers List (collectively, “Customer Content”).
As between Grocers List and Customer, the Customer Content will remain owned by Customer. Customer hereby grants Grocers List a non-exclusive, royalty-free, non-revocable, fully paid up, and worldwide ongoing license to copy, modify (including the right to create derivative works), display, sub-license, and use the Customer Content. In addition, Grocers List may collect, derive, and use data and other information, including without limitation, Customer Content and other data from Customer, Authorized Users, and consumers, in aggregated or other de-identified form, derived from use and performance of the Services and related products and services under the Agreement for Grocers List’s own business purposes, for purposes of developing, delivering, and enhancing Grocers List’s products and services and for internal evaluation of trends, system usage, security threats, intrusions, and other similar internal purposes. Our data collection, use, and disclosure practices, including the use of browser cookies, are outlined more fully in our Privacy Policy .
2.6. Consumer Contact Information. As between Grocers List and Customer, the email address(es) provided by consumers in connection with the Services, whether directly with Grocers List to specifically access Customer’s recipes or with Customer on or through Customer’s social media account(s) in conjunction with the Grocers List Services, will be jointly owned by Grocers List and Customer. For clarity, either party may use the collected email address(es) to communicate with consumers for, and separate and apart from, the Services.
3. PRICING
Grocers List may maintain a free access plan (“Free Plan”) and paid service plan(s) (“Paid Service Plan”). This Agreement governs both the Free Plan and Paid Service Plan.
By using a Paid Service Plan, for which current pricing can be found at www.grocerslist.com/pricing, Customer agrees to pay Grocers List the then-current fees (in US Dollars) set forth on the current pricing page for the particular Paid Service Plan to which Customer is subscribing (“Fees”). Grocers List will provide Customer with ten (10) days’ advance notice of any pricing changes via email, and Customer or its Authorized User’s continued use of the Service following such notice period will constitute Customer’s acceptance of these changes.
Grocers List will use a third-party payment processor to request credit card or eCheck payment information and process payment. All Paid Service Plans will automatically renew on the same day each month as the initial payment, unless the Agreement is terminated pursuant to Section 4.3. Customer hereby irrevocably authorizes Grocers List to automatically charge the credit card or eCheck payment method provided for any Fees when due. All Fees are non-cancellable and non-refundable. Late payments, including those resulting from credit card declines, will accrue interest at a rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If Grocers List must initiate a collections process to recover Fees due and payable hereunder, then Grocers List shall be entitled to recover from Customer all costs associated with such collections efforts, including but not limited to reasonable attorneys’ fees.
The Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes. Customer is responsible for paying all taxes associated with the rights and benefits it receives under this Agreement.
4. TERM, SUSPENSION & TERMINATION
4.1. Term. The term of this Agreement will commence upon Customer’s registration of an account and acceptance of this Agreement, and will automatically continue until all Services have been terminated and Customer’s account has been closed (“Term”).
4.2. Suspension. Grocers List shall be entitled, without liability to Customer, to immediately suspend or limit Customer’s or Authorized User’s access to the Services at any time in the event Grocers List determines, in its reasonable discretion, that (a) the Services are being used by Customer, or its Authorized Users, in violation of any applicable laws or regulations or this Agreement; (b) the Services are being used by Customer or Authorized Users in an unauthorized, inappropriate, or fraudulent manner; (c) the use of the Services by Customer or Authorized Users adversely affects Grocers List’s reputation, goodwill, equipment, or service to others, (d) Customer’s quality and response times to live agent inquiries for private replies adversely affects Grocers List application status with our technology partners (our requirement is that Customer has live agent available for escalations twenty four hours a day, seven days a week), or (e) any amount due under this Agreement is not received by Grocers List within ten (10) days after it was due. Grocers List will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any suspension of Services.
4.3. Termination. Either party may terminate the Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
Grocers List may terminate this Agreement and the availability of the Services to Customer at any time, without cause and without notice. In addition, Grocers List may terminate this Agreement upon notice to Customer if (a) Customer becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors; (b) in the event of non-payment in accordance with Section 3; or (c) Customer is on a free-tiered account and such account is inactive for a period of twelve (12) months or more. Upon termination, Customer shall not be entitled to any refund of any Fees previously paid to Grocers List for Services. Grocers List will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any termination of Services
Customer may terminate this Agreement upon thirty (30) days' prior written notice to Grocers List at: support@grocerslist.com
4.4. Survival. Upon termination of this Agreement for any reason: (a) all rights and obligations of both parties, except for all payment obligations accrued prior to termination and Customer’s license to Grocers List pursuant to Section 2.5 which survive, shall immediately terminate; and (b) each party shall comply with the obligations to return or destroy all Confidential Information of the other party, as set forth in Section 7. The following Sections will survive termination of this Agreement for any reason: 2.1 (Grocers List Ownership), 2.3 (Restrictions), 2.4 (Feedback), 2.5 (Customer Content), 2.6 (Consumer Contact Information), 4 (Term, Suspension & Termination), 5 (Representations & Warranties), 6 (Limitation of Liability), 7 (Confidentiality), 8 (Indemnification), 9 (Modifications to Agreement), and 10 (Miscellaneous).
5. REPRESENTATIONS & WARRANTIES
5.1. Mutual Representations and Warranties. Grocers List and Customer each represent and warrant that: (i) it has full corporate right, power, and authority to enter into this Agreement and (ii) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or is otherwise bound.
5.2. Customer Representations and Warranties. Customer represents and warrants that it owns, or will own, and has, or will have, the right to publish, distribute, copy, modify, display, use, and license or sublicense to Grocers List, the recipes, images, and other content (collectively, “Customer Content) created, shared, or posted by Customer, through the Services or other sources, such as social media sites, for use in or through the Services and/or by Grocers List.
5.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH UNDER THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” AND GROCERS LIST MAKES NO, AND DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY GROCERS LIST. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GROCERS LIST DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE.
6. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GROCERS LIST, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, VENDORS, SUPPLIERS, OR THIRD-PARTY PARTNERS, BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHETHER OR NOT GROCERS LIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE MAXIMUM AGGREGATE LIABILITY OF GROCERS LIST, ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, VENDORS, SUPPLIERS, OR THIRD-PARTY PARTNERS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE,C STRICT LIABILITY, OR OTHERWISE), SHAL NOT EXCEED THE ACTUAL FEES PAID BY CUSTOMER FOR THE SERVICE FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
7. CONFIDENTIALITY
7.1. Confidential Information. During the term of the Agreement, each party (the “Disclosing Party” may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services, or other confidential or proprietary information that the Disclosing Party has marked in writing as “confidential” or by a similar designation or that otherwise should be considered confidential information based on the nature of the information and circumstances of disclosure (“Confidential Information”). For the avoidance of doubt, the non-public parts of the Service, documentation, technical information, and all enhancements and improvements thereto will be considered Confidential Information of Grocers List.
7.2. Obligations. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except for exercising its rights and performing its obligations under the Agreement. The Receiving Party will limit access to the Confidential Information to its employees and contractors who have a need to know, who are subject to confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.
7.3. Termination. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and, upon request, the Receiving Party shall provide to the Disclosing Party written notice certifying compliance with this sentence, unless prohibited by applicable law.
7.4. Limitations. The confidentiality obligations set forth in this section will not apply to any information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees or contractors of the Receiving Party who has no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly (to the extent legally permitted) notifies the Disclosing Party in writing of such required disclosure and reasonably cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
8. INDEMNIFICATION
Customer will indemnify, defend, and hold Grocers List, its officers, directors, affiliates, subsidiaries, licensors, agents, and employees (each a “Grocers List Party”) harmless from and against any and all claims, losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs arising out of or relating to: (a) Customer’s breach or alleged breach of any representation, warranty, or obligation under the Agreement; (b) Customer’s use of the Service; or (c) the use, transmission, access, disclosure, or other processing of Customer Data.
Grocers List shall promptly notify Customer, in writing, of any threatened or actual claim or suit; Customer shall have sole control of the defense or settlement of any claim or suit (provided that Customer may not settle any claim or suit without Grocers List’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Grocers List of all liability); and Grocers List shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
9. MODIFICATIONS TO THE AGREEMENT
Grocers List may amend the Agreement from time to time due to changes to the Services, to account for developments under the law, or for any other reason. When material modifications are made, Grocers List may (and where required by law, will) send an email to you at the last email address you provided to us pursuant to the Agreement to provide an updated copy of the Agreement. Grocesr List may require you to provide affirmative acknowledgment to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving such notice, you shall stop using the Services. Otherwise, your continued use of the Services constitutes you acceptance of such change(s). PLEASE REGULARLY CHECK GROCERS LIST’S WEBSITE TO VIEW THE THEN-CURRENT TERMS.
10. MISCELLANEOUS
10.1. Marketing Permission. Customer agrees that Grocers List may refer to Customer by name, logo, and/or trademark in Grocers List’s marketing materials and website.
10.2. Governing Law, Jurisdiction, Venue, and Injunctive Relief. This Agreement and any action related thereto are governed by and construed under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. Customer and Grocers List agree to submit to the exclusive personal jurisdiction and venue of the state courts and federal courts located within Suffolk County, Massachusetts for the purpose of litigating any dispute. Customer may not bring any claim, suit, or action against Grocers List for any reason whatsoever more than one (1) year after the cause of action accrued. Customer agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Grocers List, entitling Grocers List to seek injunctive relief in addition to all legal remedies.
10.3. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
10.4. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion
10.5. No assignment. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Customer may not assign this Agreement or its rights or delegate any obligations hereunder without the prior express written consent of Grocers List. Any assignment by Customer without the prior express written consent of Grocers List shall be null and void. Grocers List may assign its rights or obligations hereunder without notice or consent; provided, however, that the Services shall continue to operate as specified in this Agreement.
10.6. Force Majeure. Without limiting any other provision in the Agreement, Grocers List is not responsible or liable to Customer for delay or failure to perform its obligations hereunder in the event that any of Grocers List’s operations or activities are affected by any cause or event beyond the sole and reasonable control of Grocers List (as determined in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, bl;ackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.
10.7. Independent Contractors. Each party’s relationship to the other party is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.
10.8. Third-Party Beneficiaries. There are no third-party beneficiaries under the Agreement.
10.9. Notices. Where Grocers List requires Customer to provide an email address, Customer is responsible for providing Grocers List with its most current email address. In the event that the last email address provided to Grocers List is not valid, or for any reason is not capable of delivering to Customer any notices required or permitted under the Agreement, Grocers List dispatch of the email containing such notice will nonetheless constitute effective notice. Customer may give notice to Grocers List at the following email address: support@grocerslist.com. Notice shall be deemed to have been duly given on the first business day following successful email transmission to Grocers List.
10.10. Entire Agreement; Amendments. This Agreement, including any related pricing terms, as applicable, constitute the entire agreement between the parties with respect to the subject matter set forth herein and supersedes any previous, or contemporaneous communications, whether oral or written, express or implied. Grocers List may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 10 days after such notice unless Customer first gives Grocers List written notice of rejection of the amendment. Customer’s continued use of the Services following the effective date of an amendment will confirm Customer’s consent thereto.