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Groundhog

Terms of Service

Groundhog Solutions LLC — Effective Date: April 1, 2025

Please read these Terms of Service carefully before using the Groundhog platform. By creating an account or using any part of the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Groundhog Solutions LLC ("Groundhog," "we," "us," or "our") and the entity or individual accessing or using the Groundhog platform ("you" or "Customer"). By accessing or using the Service, you represent that you have the authority to bind yourself or your organization to these Terms.

2. Description of the Service

Groundhog is a B2B SaaS platform designed for the beverage industry. The Service enables suppliers and wholesale distributors to collaborate on joint business planning, meeting execution, shared workspaces, and performance tracking — including the upload and analysis of sales depletion data ("Depletion Data") and business plans, targets, and tactics ("Planning Data").

3. Eligibility

The Service is intended solely for use by businesses and their authorized employees or agents. By using the Service, you represent that:

  • You are at least 18 years of age
  • You are accessing the Service on behalf of a business entity with full legal authority to do so
  • Your use of the Service complies with all applicable laws and regulations
  • You are located in and operating within the United States

The Service is not intended for use by consumers or individuals acting in a personal capacity.

4. Account Registration and Security

To use the Service, you must register for an account. You agree to:

  • Provide accurate and complete registration information
  • Maintain the confidentiality of your login credentials
  • Notify us immediately at app-services@groundhoghq.com if you suspect unauthorized access to your account
  • Accept responsibility for all activity occurring under your account

Groundhog reserves the right to suspend or terminate accounts that violate these Terms.

5. Shared Workspaces and Data Ownership

5.1 Workspace Structure

The Service enables suppliers and distributors to share a joint workspace where both parties may upload, view, and collaborate on business data, including Depletion Data and Planning Data. You acknowledge that information you add to a shared workspace will be visible to your workspace partner(s).

5.2 Your Data is Yours

You retain full ownership of all data you upload or input into the Service ("Customer Data"). Groundhog does not claim any intellectual property rights over your Customer Data. You grant Groundhog a limited, non-exclusive license to host, store, and process your Customer Data solely for the purpose of providing the Service to you.

5.3 Confidentiality Between Workspace Partners

By sharing data in a workspace, you consent to that data being visible to the other party in that workspace. You are responsible for determining what data you share. Groundhog is not responsible for how your workspace partner uses or handles data you make visible to them.

5.4 Aggregate and Anonymized Data

Groundhog may use anonymized, aggregated, and de-identified data derived from use of the Service for product improvement, benchmarking, and research purposes. This data will not identify you, your organization, or any individual user.

5.5 Data Upon Termination

Upon termination of your account, you may request an export of your Customer Data within 30 days of termination. After that period, Groundhog may delete your Customer Data in accordance with our data retention practices.

6. Acceptable Use

You agree not to use the Service to:

  • Upload or transmit any data you do not have the right to share
  • Violate any applicable law, regulation, or third-party rights
  • Attempt to gain unauthorized access to any part of the Service or its infrastructure
  • Introduce malicious code, viruses, or other harmful components
  • Reverse engineer, decompile, or otherwise attempt to extract source code from the Service
  • Use the Service in a manner that interferes with or disrupts other users

7. Intellectual Property

The Service, including all software, design, features, and content created by Groundhog, is the exclusive intellectual property of Groundhog Solutions LLC. Nothing in these Terms transfers any ownership of Groundhog's intellectual property to you. The Groundhog name, logo, and product marks are trademarks of Groundhog Solutions LLC.

8. Subscription and Fees

Access to the Service may require a paid subscription. Pricing, billing terms, and plan details will be presented at the time of sign-up or renewal. Unless otherwise stated:

  • Subscriptions automatically renew unless cancelled before the renewal date
  • Fees are non-refundable except as required by law or as expressly stated in your subscription agreement
  • Groundhog reserves the right to modify pricing with at least 30 days' written notice

If payment terms are not yet active for your account, this section will apply upon activation of billing.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. GROUNDHOG DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GROUNDHOG DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GROUNDHOG SOLUTIONS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF GROUNDHOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GROUNDHOG'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO GROUNDHOG IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Groundhog Solutions LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your Customer Data; (c) your violation of these Terms; or (d) your violation of any third-party rights.

12. Termination

Either party may terminate these Terms at any time by providing written notice. Groundhog may suspend or terminate your access immediately if you materially breach these Terms. Upon termination, your right to use the Service ceases immediately, and the provisions of these Terms that by their nature should survive termination (including data ownership, liability, and indemnification) shall remain in effect.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in North Carolina, and you consent to personal jurisdiction in those courts.

14. Changes to These Terms

Groundhog reserves the right to modify these Terms at any time. We will provide at least 14 days' notice of material changes via email or an in-app notification. Your continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms.

15. Contact

Questions about these Terms? Contact us at: Groundhog Solutions LLC Email: app-services@groundhoghq.com