HELLO AND WELCOME TO GROUNDCYCLE
GROUNDCYCLE IS OWNED AND OPERATED BY GROUNDCYCLE LLC, A NEW YORK LIMITED LIABILITY COMPANY (“GROUNDCYCLE,” “US," "WE," "OUR"). WE'RE HAPPY THAT YOU'RE HERE AND HOPE YOU ENJOY OUR WEBSITE (THIS “SITE”). THE FOLLOWING DESCRIBES THE TERMS UNDER WHICH WE OFFER YOU ACCESS TO OUR SITE.
TERMS OF SERVICE
Last updated on Sep 23, 2020
By signing up for the Groundcycle recurring billing service (“Service”) or any of the services of Groundcycle LLC (“Groundcycle”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). Any new features or tools which are added to the current Service shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time here. Groundcycle reserves the right to update and change the Terms of Service by posting updates and changes to the Groundcycle website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
Everyday language summaries are provided for your benefit and are not legally binding. Please read the Terms of Service for the complete picture of your legal requirements. By using Groundcycle or any Groundcycle services, you are agreeing to these terms. Be sure to occasionally check the following.
1. Account terms
1. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
2. To access and use the Services, you must register for a Services account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Groundcycle may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
3. You acknowledge that Groundcycle will use the email address you provide as the primary method for communication.
4. You are responsible for keeping your password secure, which is your means of entering your Groundcycle User Account. Groundcycle cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
5. A breach or violation of any term in the Terms of Service as determined in the sole discretion of Groundcycle will result in an immediate termination of your services. If we need to reach you, we will send you an email.
2. Account activation
1. Subject to section 2.2, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
2. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.
3. Upon completion of sign up for the Service, Groundcycle will collect your credit card and store it on a secure server on Stripe.
4. If you do not wish to continue using the Service, it is your responsibility to contact Groundcycle to cancel the Service.
3. General conditions
1. Technical support is only provided to paying account holders and is only available via email.
2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of New York and the laws of the United States applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
3. You acknowledge and agree that Groundcycle may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the Groundcycle website, available at https://groundcycle.org/termsconditions.php and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to the Groundcycle Payments website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
4. You may not use the Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of the United States and the State of New York.
5. The Service in some cases provides “API Credentials” (the secret key and access token that allow you to make authenticated requests to the Service API). You are solely responsible for the activity that occurs using your API Credentials and for keeping your API Credentials secure.
6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Groundcycle.
7. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Groundcycle Payments, Groundcycle Apps, Groundcycle or Groundcycle’s trademarks and/or variations and misspellings thereof.
8. Questions about the Terms of Service should be sent to firstname.lastname@example.org.
9. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
The Groundcycle Service belongs to us. You are not allowed to rip it off or use it for any illegal or sketchy purpose.
Your Materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.
4. Groundcycle rights
1. We reserve the right to modify or terminate the Service for any reason, without notice at any time.
2. We reserve the right to refuse service to anyone for any reason at any time.
3. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Groundcycle customer, Groundcycle employee, member, or officer will result in immediate account termination.
4. Groundcycle does not pre-screen Materials and it is in their sole discretion to refuse or remove any Materials that are available via the Service.
5. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Groundcycle employees and contractors may also be Groundcycle customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
6. In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
7. Groundcycle retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. If we are unable to reasonably determine the rightful account owner, Groundcycle reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.
We can modify, cancel or refuse the service at any time.
In the event of an ownership dispute over a Groundcycle account, we can freeze the account or transfer it to the rightful owner.
5. Limitation of liability
1. You expressly understand and agree that Groundcycle shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
2. In no event shall Groundcycle or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Groundcycle partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
3. Your use of the Service is at your sole risk. The Service is provided on an as is and as available basis without any warranty or condition, express, implied or statutory.
4. Groundcycle does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
5. Groundcycle does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
6. Groundcycle does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.
Service is as is so it may have errors or interruptions and we provide no warranties.
6. Waiver and complete agreement
The failure of Groundcycle to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Groundcycle and govern your use of the Service, superseding any prior agreements between you and Groundcycle (including, but not limited to, any prior versions of the Terms of Service).
If Groundycle chooses not to enforce any of these provisions at any time, it does not mean that they give up that right later.
These terms of service make up the agreement that applies to you. This means that any previous agreements between you and Groundcycle don’t apply if they conflict with these terms.
7. Payment of fees
1. A valid credit card is required for accounts able to process orders using a live payment gateway. Accounts used for development purposes (unable to process orders using a live payment gateway) do not require a valid credit card.
2. The service will be billed in 7 or 14 day intervals (including your base fee and percentage of goods fee). When your billing period is over the Account Owner will not be sent an invoice via the email provided. A service history will appear on the account page of your Groundcycle administration console. Users have approximately two weeks to bring up and settle any issues with the billing.
3. All fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (Taxes).
4. If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of Groundcycle’s products and services, including without limitation, your subscription to or purchase of Groundcycle’s ecommerce services, point-of-sale services, point-of-sale equipment, apps, Themes and domains (Taxable Offerings). Any applicable Taxes are based on the rates applicable to the U.S billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to fees for the Taxable Offerings and will be billed to the credit card you use to pay for the Taxable Offerings. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
5. If you are not a resident of Canada or the U.S., and not subject to Canadian Goods and Services Tax/Harmonized Sales Tax (GST/HST) in respect of your subscription to or purchase of Groundcycle’s products and services, you must provide us with a statement by email to email@example.com stating that:
a. you are not a resident of Canada or the U.S.;
b. you are not GST/HST registered; and
c. to the extent that you are an individual and not a corporation or other legal entity, you were not physically present in Canada when Groundcycle’s products and services were made available to you.
6. The statement should also include your complete home and/or business location address. If you do not provide such information, you will be charged for Taxes applicable to your subscription to or purchase of Groundcycle’s products and services, which will be billed to your credit card until after such time that you provide us with the information described above. To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in Canada or the U.S., you must advise us immediately by email to firstname.lastname@example.org.
7. Groundcycle only provides refunds on a case-by-case basis based on review via email at email@example.com. We sell food and non food products, and we do not offer any return services, and all sales are final. If you are dissatisfied with a product you purchased, please contact us at firstname.lastname@example.org within twenty-four (24) hours of receipt.
For live payment gateways, a valid credit card is required. You will be charged every 7 or 14 days your base fee and percentage fee. Tax is not included and will be billed to your credit card.
8. Cancellation and termination
1. You may cancel your account at any time by emailing email@example.com and then following the specific instructions indicated to you in Groundcycle’s response.
2. Upon termination of the Services by either party for any reason:
a. Groundcycle will cease providing you with the Services and you will no longer be able to access your Account;
b. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
c. any outstanding balance owed to Groundcycle for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
d. your store website will be taken offline.
3. If you cancel the Service in the middle of the week, you will receive one final charge. Once that charge has been paid you will not be charged again.
4. We reserve the right to modify or terminate the Groundcycle service for any reason, without notice at any time.
5. Fraud: Without limiting any other remedies, Groundcycle may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
To initiate a cancellation, email firstname.lastname@example.org. Groundcycle will respond with specific information regarding the cancellation process for your account. Once cancellation is confirmed, all your content will be permanently deleted. If you cancel in the middle of the week, you’ll have one last charge.
We may change or cancel your account at any time. Any fraud and we will suspend or cancel your account.
9. Modifications to the service and prices
1. Prices for using Groundcycle are subject to change at any time and without notice from Groundcycle.
2. Groundcycle reserves the right at any time to time to modify or discontinue, the Service (or any part thereof) with or without notice.
3. Groundcycle shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
We may change or discontinue the service at anytime, without liability.
10. Products or services
1. Certain products or Services may be available exclusively online through the Site. These products or Services may have limited quantities and are subject to return or exchange only according to our Return Policy.
2. We have made reasonable efforts to accurately display the colors and images of our products that appear on the Site. We cannot guarantee that your computer monitor's display of any color will be accurate.
3. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this Site is void where prohibited.
4. We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
Groundcycle’s Payments Service does not handle “Card Data” (defined as a cardholder’s account number, expiration date and CVV2) as we do NOT receive or store card holder data. We provide a checkout page which sends “Card Data” to your merchant processor directly at time of checkout processing. We then receive a token which represents the Card Data but does not contain the Primary Account Number. We use this token to perform charge processing, and never receive, store, or use Card Data to perform processing.
12. Legal responsibility
Groundcycle assumes no responsibility nor warranty regarding meeting applicable disclosure requirements in your customer communications and notifications, including but not limited to state and federal requirements. You are solely responsible for keeping such disclosure requirements in compliance with applicable authorities.
Make sure you provide in relevant email notifications the necessary subscription related disclosures for state and other authorities that require them.
13. Privacy & Data Protection