Terms and Conditions

1. Merchant of Record & Product Rights

Vendors retain ownership of their products; however, by listing a product for sale through the Portal or Groove.cm, you grant Groove unrestricted rights to resell, distribute, fulfill, and manage transactions for those products.

Groove acts as Merchant of Record for all sales made through the Portal and Groove.cm. Vendors are treated as suppliers of the products sold.

2. Acceptance of Terms

By using the Portal or Groove.cm, you expressly agree to these Terms, including all platform fees and liabilities described herein.

If you do not agree, you must immediately notify Groove so that we can remove your product from GroovePortal.net and/or Groove.cm, and discontinue related services without delay.

3. Platform Fees

By using the Portal, you agree to the following platform fees:

• Transaction Fee: 7.03% flat fee on all transactions (covering processor costs, customer service, and hosting).
• Chargebacks: $50 per occurrence.
• Alerts: $50 per occurrence.
• Retrievals: $15 per occurrence.
• PayPal Incomplete Payments: $15 per occurrence.

Chargeback Ratio Penalties

In addition to the above, Vendors expressly agree that if their monthly chargeback ratio (calculated as total chargebacks in a given month ÷ total transactions in that same month) exceeds the thresholds below, the following fines will be imposed:

• Above 1%: $25,000 per month.
• Above 2%: $50,000 per month.
• Above 3%: $100,000 per month.

Groove may enforce collection by:

• Deducting such amounts directly from payouts or reserves;
• Debiting the Vendor's designated bank account; or
• Issuing an invoice to the Vendor, payable upon receipt.

All platform fees and penalties are enforceable obligations of the Vendor.

4. Reserves

• Groove and its processors may impose reserves at any time to cover chargebacks, refunds, retrievals, disputes, fines, or other risks.
• Reserves may be held for 180 to 540 days, at Groove's or the processor's discretion.
• The Portal balances are the only valid figures; they override any figures shown in Groove.cm or other Groove software.

5. Payment, Reporting & Discrepancies

• Groove will issue payments to vendors/affiliates based on Portal balances, less platform fees and reserves, as dispatched by the User.
• You must report any discrepancies or errors within 30 days of occurrence. Failure to do so waives your right to contest the amounts.
• User-Directed Payouts: The User decides where, to whom, and when payouts should be sent. If Groove follows the instructions given in the Portal, Groove bears no liability for misdirected, delayed, or disputed payments.
• Payment Information: Payouts will be sent only to the payment methods, account numbers, or PayPal accounts entered in the Groove.cm system. Groove will not send payments to any account or method outside of what is registered in Groove.cm.
• Tax Compliance: Payouts will only be released to affiliates or vendors with a completed and compliant tax profile in Groove.cm (including W-9, W-8BEN, or equivalent documentation, as applicable).
• No Tax Responsibility: Groove is not responsible for the calculation, withholding, reporting, or payment of any taxes owed by any User, Affiliate, Vendor, or Partner. Each party is solely responsible for their own tax obligations under applicable law.
• Paid in Full: Funds are deemed paid in full only if Groove dispatches the payout exactly as requested by the User in the Portal and based on the payment information in Groove.cm, regardless of any delays, errors, or issues caused by banks, wires, ACH systems, PayPal, or third-party recipients.

The Portal is the sole source of truth for balances, payouts, and fee calculations.

6. Refunds & Customer Service

• Groove reserves the right, in its sole discretion, to issue refunds to customers at any time.
• Groove may respond to and resolve chargebacks as it deems appropriate.
• Groove may manage all customer service, including but not limited to enabling, disabling, or restricting customer access to software or products.

7. Vendor Obligations

Vendors agree:

• To comply with all applicable federal, state, and international laws.
• Not to make false, misleading, or outrageous claims about their products.
• To assume responsibility for all fines, penalties, or assessments imposed by Visa, MasterCard, American Express, PayPal, or any other processor related to their products or conduct.
• To indemnify Groove for any regulatory or third-party claim arising from their products or representations.

Vendors, Affiliates, and Partners are solely responsible for the reporting and payment of all taxes, levies, duties, and similar governmental assessments associated with their use of the Portal, commissions received, or products sold. Groove bears no responsibility for any such obligations.

8. Limitation of Liability

• Groove's maximum liability under this Agreement shall not exceed 20% of the platform fees charged to the Vendor for the applicable transaction(s).
• Groove is not liable for any indirect, incidental, consequential, punitive, special, or exemplary damages, including but not limited to lost profits, lost business, or loss of data.
• Groove is not liable for downtime, processor actions, technical errors, or reserves imposed by third parties.

9. Indemnification

You agree to indemnify, defend, and hold harmless Groove, its affiliates, officers, employees, and agents from and against all claims, liabilities, damages, losses, costs, expenses, fines, and penalties (including attorney's fees) arising from:

• Your use of the Portal or Groove.cm.
• Your products, marketing, or representations.
• Any disputes, chargebacks, or fines related to your products.
• Any breach of these Terms.

This obligation survives termination of this Agreement.

10. Superseding Terms

• In case of conflict, these Terms supersede the Terms of Groove.cm only for the items listed here.
• All other Groove.cm Terms remain in effect.
• By using Groove.cm and having Groove act as Merchant of Record, you accept these Terms and related platform fees.

11. Termination

Groove reserves the right, in its sole discretion, to suspend or terminate your access to the Portal, Groove.cm, or related services at any time, with or without notice, including but not limited to:

• If you fail to comply with these Terms.
• If you notify Groove that you do not agree to these Terms (in which case your product(s) will be removed from the marketplace and related services will be discontinued).
• If Groove determines that removal is necessary for legal, compliance, or risk management reasons.

No reinstatement of your products or services shall occur without Groove's express written approval.

12. Governing Law & Dispute Resolution

• This Agreement is governed exclusively by the laws of the State of Florida.
• Venue for any disputes shall be in Palm Beach County, Florida.
• Mandatory Arbitration: Any dispute or claim shall be resolved exclusively by binding arbitration in Palm Beach County, Florida, under the rules of the American Arbitration Association. Groove may, at its discretion, elect to pursue claims in court.
• Class Action Waiver: You waive the right to participate in a class action, collective action, or representative proceeding against Groove.

13. Force Majeure

Groove shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, power failures, internet outages, payment processor actions, or governmental restrictions.

14. Assignment

You may not assign or transfer this Agreement or your rights without Groove's prior written consent. Any unauthorized assignment is void. Groove may assign this Agreement at its discretion.

15. Entire Agreement & Waiver of Reliance

This Agreement constitutes the entire agreement between you and Groove regarding use of the Portal. You acknowledge that you have not relied on any promises, representations, or statements not expressly set forth in this Agreement.

16. Miscellaneous

• These Terms are binding upon your heirs, successors, and assigns.
• If any provision is held invalid, the remainder shall remain in effect.
• Groove's failure to enforce any provision does not waive its rights.

17. Disclaimers & No Warranty

• Groove provides the Portal, Groove.cm, and all related services on an "as-is" and "as-available" basis.
• Groove makes no guarantee of uptime, uninterrupted access, or performance of the Portal, Groove.cm, or any related software or systems.
• Groove disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
• Vendors and Users acknowledge that interruptions, delays, errors, and system failures may occur, and that Groove shall bear no liability for any damages, losses, or claims arising from such occurrences.