These Terms and Conditions for Services (“Agreement”) govern the relationship between GroupSolver, Inc. (“GroupSolver”) and any customer (“Customer”) who purchases or uses GroupSolver’s software and analytics services. This Agreement becomes effective when the Customer signs an Order Form or checks “I Agree,” confirming they have authority to bind themselves or their organization.
1. Service Delivery
GroupSolver will provide services as described in the applicable Order Form using commercially reasonable efforts. Performance dates stated in an Order Form are estimates only and do not constitute binding commitments.
2. Customer Responsibilities
The Customer must:
- Appoint a designated representative to coordinate with GroupSolver
- Respond promptly to GroupSolver’s requests for materials or approvals
- Provide all required materials in accurate and complete form
Delays caused by the Customer’s failure to fulfill these obligations do not constitute a breach by GroupSolver.
3. Intellectual Property
- The Customer retains all rights to materials they provide to GroupSolver
- GroupSolver receives a limited license to use Customer materials solely for the purpose of delivering the services
- GroupSolver owns all deliverables produced under this Agreement but grants the Customer a non-exclusive license to use them
- Third-party materials incorporated into deliverables are licensed to the Customer on similar terms
4. Warranties
GroupSolver warrants that services will be performed in a professional manner consistent with industry standards. The Customer must report any defective services within ten (10) days of delivery.
Except for the limited warranty set forth above, GroupSolver disclaims all express, implied, or statutory warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
5. Limitation of Liability
GroupSolver’s total liability to the Customer shall not exceed the amounts paid by the Customer under this Agreement. GroupSolver shall not be liable for any indirect, incidental, special, or consequential damages.
6. Term and Termination
This Agreement has an initial term of one (1) year from the effective date. Either party may terminate this Agreement for material breach upon fifteen (15) days’ written notice if the breach is not cured within that period. GroupSolver may terminate immediately in the event of the Customer’s insolvency.
7. Governing Law
This Agreement is governed by the laws of the State of California. The parties consent to the exclusive jurisdiction of the courts located in California for any dispute arising under this Agreement.
8. General
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.
For questions about these terms, contact us at ops@groupsolver.com.
