Opportunity Flywheel LLC
These Terms of Service (the "Agreement") are entered into between you ("you") and Opportunity Flywheel LLC, a Wisconsin limited liability company ("Company", "we", "us"). The Agreement governs your use of the Grocket mobile application and related services (together, the "Service") and constitutes the end user licence agreement for the Service.
By downloading, installing, or using the Service you accept this Agreement. If you do not accept it, do not use the Service. You represent that you are at least 13 years of age and, if you are under the age of majority in your jurisdiction, that a parent or guardian has reviewed and accepted this Agreement on your behalf.
Subject to your compliance with this Agreement, the Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Service on devices you own or control, for your own personal, non-commercial purposes.
You shall not, and shall not permit any third party to: (a) scrape, harvest, or systematically extract data from the Service; (b) resell, redistribute, or commercially exploit data obtained from the Service; (c) use the Service or data obtained from it to construct or improve a competing price database or comparable product; (d) reverse engineer, decompile, or disassemble the Service, except to the extent such restriction is prohibited by law; (e) circumvent any access control, usage limit, or security measure; or (f) use the Service in violation of any applicable law. You are responsible for all activity conducted under your Account.
An Account is required for features that synchronise across devices. You shall provide accurate registration information and keep your credentials confidential. You may delete your Account at any time from within the Service or by request, as described at account deletion.
The Service is available at no charge. The Company may offer an optional Subscription in addition to the free tier, in which case this section applies.
Subscriptions are sold and billed by Apple or Google through your app store account and are subject to that store's terms in addition to this Agreement. A Subscription renews automatically for successive periods until cancelled. Cancellation is effected through the same app store account used to purchase it — Apple ID subscription settings or Google Play subscriptions — and takes effect at the end of the then-current period. Refunds are administered by the applicable app store under its own policy.
The Company may change Subscription pricing or the features included in a tier. Notice of any such change will be provided not less than 7 and not more than 30 days before it takes effect, together with instructions for cancellation. Changes apply from the next renewal and are not retroactive. Where the applicable app store requires your express agreement to a price increase, the Subscription will lapse at the end of the current period rather than renew at the increased price if agreement is not given.
Deletion of an Account does not cancel a Subscription and does not give rise to a refund.
Prices, promotions, and availability presented by the Service are supplied by third parties or contributed by users and may be inaccurate, outdated, regional, or subject to conditions not visible to the Company. Nothing presented by the Service constitutes an offer to sell, and the Company is not a party to any transaction between you and a retailer. The price charged by the retailer at the point of sale governs. Savings figures presented by the Service are estimates and are not a representation or guarantee of any amount saved.
The Company does not accept consideration in exchange for altering the ranking, ordering, or selection of results presented by the Service. Sponsored content, if introduced, will be identified as such and will not appear within comparison results.
You retain all rights in Your Content. You grant the Company a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, and process Your Content solely to operate and provide the Service to you. The Company does not publish, license, or sell Your Content.
A Price Observation records a fact concerning a price charged by a retailer. You agree that Price Observations you submit, stripped of information identifying you, may be incorporated into the Company's shared price database and made available to other users of the Service. You shall not knowingly submit inaccurate Price Observations; doing so is a material breach of this Agreement. Contribution may be disabled at any time in Settings, which prevents further contribution. The privacy policy describes what is and is not included.
The Service, including its software, design, and the name "Grocket", and all intellectual property rights in them, are and remain the property of the Company and its licensors. No rights are granted except as expressly stated in this Agreement. Retailer names and marks are the property of their respective owners, and their appearance in the Service does not indicate endorsement of, or affiliation with, the Company.
The Company may modify, suspend, or discontinue the Service or any feature of it, including support for any particular retailer, at any time and without liability. Third-party data sources may cease to be available without notice.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PRICE OR SAVINGS FIGURE PRESENTED IS ACCURATE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY UNITED STATES DOLLARS.
Some jurisdictions do not permit the exclusion or limitation of certain warranties or liabilities. In those jurisdictions the exclusions and limitations in sections 13 and 14 apply only to the extent permitted.
You shall indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, and agents from and against any third-party claim, demand, action, loss, liability, damage, cost, and reasonable attorneys' fees arising out of or relating to (a) your breach of this Agreement; (b) your violation of any applicable law or of the rights of any third party; (c) Your Content; or (d) your use or misuse of the Service.
The Company shall notify you promptly of any claim to which this section applies, and may at its own expense assume the exclusive defence and control of that claim, in which case you shall cooperate reasonably with the defence. You shall not settle any such claim in a manner that imposes any obligation or admission on the Company without its prior written consent.
This Agreement remains in effect while you use the Service. You may terminate it at any time by ceasing use and deleting your Account. The Company may suspend or terminate your Account for material breach of this Agreement. Sections 9 to 11, 13 to 15, and 18 to 23 survive termination.
The Company may amend this Agreement. Amendments that are not material — including corrections, clarifications, and changes to contact details — take effect on posting, and the date above will be updated.
Material amendments — including any change affecting your rights, fees payable, the licence granted in respect of Your Content, or the resolution of disputes — take effect not less than 30 days after notice is given within the Service and by email. During that period you may reject the amendment by cancelling any Subscription and deleting your Account, and the prior version of this Agreement continues to govern your use until the amendment takes effect. No amendment applies retroactively to any matter arising before its effective date.
This Agreement is governed by the laws of the State of Wisconsin, without regard to its conflict of laws provisions, except that the enforceability of section 19 is governed by the Federal Arbitration Act. For any claim not subject to arbitration under section 19 — including a claim brought by a party that has opted out, a claim in small claims court, a claim for injunctive relief in respect of intellectual property, and any claim severed under section 19.5 — the parties consent to the jurisdiction and venue of the state and federal courts located in the State of Wisconsin.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A CLAIM IN COURT AND TO HAVE A JURY TRIAL. IT REQUIRES DISPUTES TO BE RESOLVED INDIVIDUALLY RATHER THAN AS PART OF A CLASS ACTION. IT ALSO GIVES YOU THE RIGHT TO OPT OUT, AS DESCRIBED IN SECTION 19.7.
19.1 Informal resolution first. Before commencing arbitration, the party raising a dispute shall send the other a written Notice of Dispute describing the claim and the relief sought — to you at the email address associated with your Account, or to the Company at legal@opportunityflywheel.com. The parties shall attempt in good faith to resolve the dispute for 60 days from receipt of that notice. Neither party may commence arbitration before that period expires.
19.2 Agreement to arbitrate. Any dispute arising out of or relating to this Agreement or the Service that is not resolved under section 19.1 shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect. Judgment on the award may be entered in any court of competent jurisdiction.
19.3 Format and location. At your election, the arbitration shall be conducted on the basis of documents alone, by telephone or video conference, or in person in the county of your residence. The Company will not require you to travel outside that county.
19.4 Fees. For any claim in which the amount in controversy is $10,000 or less, the Company shall pay the filing, administration, and arbitrator fees charged by the American Arbitration Association, unless the arbitrator determines the claim to be frivolous. In all other cases such fees are allocated under the applicable rules.
19.5 Class action waiver. All claims shall be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative proceeding. If this section 19.5 is held unenforceable as to a particular claim, that claim shall be severed from the arbitration and brought in the courts identified in section 18, and the remaining claims shall proceed in arbitration.
19.6 Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction in respect of infringement or misuse of its intellectual property rights.
19.7 Your right to opt out. You may decline this section entirely. To do so, send an email to legal@opportunityflywheel.com within 30 days of first accepting this Agreement, stating your name, the email address associated with your Account, and that you opt out of the arbitration provision. Opting out affects no other part of this Agreement and will not disadvantage you in any way; if you opt out, disputes are resolved in the courts identified in section 18.
19.8 Effect of amendments. Notwithstanding section 17, no amendment to this section 19 applies to any dispute of which the Company received notice before the amendment's effective date.
Severability. If any provision of this Agreement is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions continue in full force.
No waiver. A failure or delay by the Company in exercising any right under this Agreement does not constitute a waiver of that right.
Assignment. You may not assign or transfer this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, reorganisation, or sale of assets.
Entire agreement. This Agreement, together with the privacy policy and the consumer health data privacy policy, constitutes the entire agreement between you and the Company with respect to the Service and supersedes all prior understandings on that subject.
Force majeure. The Company is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control.
Notices to you may be given within the Service or by email to the address associated with your Account, and are deemed received on the day sent. It is your responsibility to keep that address current. Notices to the Company shall be sent to legal@opportunityflywheel.com.
Consent to electronic communications. You consent to receive from the Company, in electronic form, all communications, agreements, notices, disclosures, and records that would otherwise be required to be provided to you in writing, and you agree that such electronic delivery satisfies any legal requirement that a communication be in writing. You may withdraw this consent by writing to the address above, in which case the Company may suspend or terminate your Account, as the Service is provided electronically. To retain electronic communications you should print or save a copy; to receive and retain them you require a device with internet access, a current browser or the Service installed, and a valid email address.
The following apply to the copy of the Service obtained from the Apple App Store, and prevail over any conflicting provision of this Agreement in respect of that copy:
Opportunity Flywheel LLC, Appleton, Wisconsin, United States
legal@opportunityflywheel.com