Last Updated On January 8, 2024
Gro Intelligence Terms of Service
By using the Site or Services in any manner, you (that is, any visitor to or user of the Site or Services, including any customer entity identified on a subscription or service agreement governing Site or Service access, herein the “Customer”) hereby agree that you have read and agree to be bound by and a party to the terms and conditions herein, and understand and agree that these Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services.
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SITE AND SERVICES IS EXPRESSLY CONDITIONED UPON ASSENT TO ALL THE TERMS AND CONDITIONS HEREIN; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SITE OR SERVICES IN ANY MANNER.
1. Additional Terms of Acceptance
1.1 By using the Services in any manner, including but not limited to: visiting or browsing the Site, accessing or using a Gro product or service delivered over the internet through a browser interface (each such product or service a “Web Application”), or accessing or using the Gro application programming interface (the “API”), you also agree to all other operating rules, policies and procedures that may be published and updated from time to time by us on the Site or in a Gro Web Application or the Gro API.
1.3 ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2. Account Information
2.1 Registration. To access certain portions of the Site or Services, you may be required to sign up for an account, select a password and username (together, a “User ID”), and provide us with certain information or data, such as your contact information. If required to so register, you promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person.
2.2 Account Restrictions. Each registration is for a single user only (each such user, when actively and validly registered, an “Authorized User”) and may not be shared or transferred without our prior written consent. As an Authorized User you may only use the Services in a manner that is consistent with these Terms and Conditions and complies with all laws that apply to you. You may only use the Services for your own personal or business use (on your own behalf or on behalf of Customer), and not on behalf of or for the benefit of any third party and not for any other person; this includes but is not limited to sharing your access, access credentials (including API Key), or account with anyone within your own team, group, or company. If another individual wishes to use the Services or the Content (as defined herein) they must acquire their own account from Gro for an additional fee. If your use of the Services is prohibited by or not in compliance with any law applicable to you or to the Services, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your use of the Services that in any way breaks the law.
2.3 Account Protection. You may not share your single-user-only User ID or registered access (including API Key) with anyone, and you must protect the security of your User ID, account and any other access tools or credentials. You are responsible for any activity associated with your User ID and account.
3. Availability and Use of Content
3.1 Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio, written posts and comments, software, scripts, graphics, and interactive features (such as charts, models and workspaces), or anything else provided or otherwise made available on or through the Site or Services.
3.2 Notices and Restrictions. The Services may contain Content specifically provided by us or our partners that is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. Unless otherwise indicated, these Terms of Service and all Content provided by us are copyright: © 2018 – 2024 Gro Intelligence, Inc. All rights reserved.
3.3 Use of Content. All access to and use of any Content is subject to these Terms of Service, including without limitation, the requirements associated with any specified type or mode of Site or Services access described herein. As is explained in more detail herein, the Content (including information publicly posted or privately transmitted through the Services by you or another user) is provided for you use “AS IS”, “AS AVAILABLE” and without warranty of any kind unless otherwise separately agreed to by us in a signed agreement. Accordingly, we are not liable for any errors or omissions in the Content, or for any damages or loss you might suffer in connection therewith. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and, except as may be be separately agreed to in writing by us, you hereby RELEASE GRO FROM ALL LIABILITY for you having acquired or not acquired Content through the Services. The Content and any associated documentation are provided with RESTRICTED RIGHTS and all use, duplication or disclosure by the United States Government is subject to the restrictions set forth in FAR 12.212 and DFAR 227.7202.
3.4 Permitted Use. Subject to the applicable access license granted herein, Authorized Users may access, store, and use Content for their own non-commercial and commercial purposes, including the creation of commercial Resultant Work, only to the extent each and every such use complies fully with these Terms of Service and with any agreement governing access to the Site or Services.
3.5 Prohibited Uses. Any and all access and use of the Site or Services that does not fully comply with these Terms of Service, including but not limited to as specified in the Rules of Conduct herein, is prohibited. Gro reserves the right to block or terminate, except as may be impermissible under applicable law, any use and access of the Site or Services that we determine is so prohibited.
3.6 Storage of Content. Authorized Users only may download and store Content they are authorized to access and use only for Permitted Use and only during the term of a valid and fully paid subscription period pursuant to an executed subscription or service agreement or authorized free trial of subscription services. Upon any termination or expiration of said subscription or trial, all licenses granted hereunder shall terminate and Customer shall: (i) immediately cease use of the Content and access credentials (including an API Key); (ii) immediately cease use of and delete all stored Content (including any downloaded or stored Content together with any metadata obtained from the the Site or the API) and all analyses, charts or other documents or materials generated or otherwise derived from use of any Content, except those that are Resultant Work. Customer is, however, not required to destroy any stored Content that is required to be kept for regulatory compliance purposes or which has been created pursuant to automatic archiving and back-up procedures that cannot be reasonably deleted (together “Preserved Data”). Any such Preserved Data will be protected by Customer from disclosure or discovery to the fullest extent of the law, and shall not be otherwise used or accessed by Customer.
3.7 Availability of Content. Except as may be separately agreed to in writing by us, we do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service) or for no reason at all, or to similarly add or remove any Content from the Services.
3.8 Use of Marks and Logos. Except as may be separately agreed to in writing by us or as is reasonably necessary, in Gro’s sole determination, for accurate and proper source attribution, you may not use any of the trademarks, trade names, service marks, copyrights, or logos of Gro Intelligence in any manner which creates the impression that such items belong to or are associated with you or are used with Gro’s consent, and you hereby acknowledge that you have no ownership rights in and to any of such items.
4. Site and Public Access Specific Use Terms
4.1 Site and Public Access License. Unregistered access to and use of the Site and any publicly available, non-subscription Services is provided solely for informational purposes and does not convey or grant to you any right or license to use or copy the Content except as is necessary to privately view and display the Site. That means, except to the extent otherwise specified by us or to the extent such a restriction is impermissible under applicable law, you may not (among other things): (a) reproduce, distribute, publicly display, or publicly perform the Site or Services; (b) make modifications to the Services; or (c) interfere with or circumvent any feature of the Site or Services, including any security or access control mechanism.
5. Web Application Specific Use Terms
5.1 Web Application License. Subject to your on-going compliance with these Terms of Service and any limitations and restrictions set forth in the Web Application, during the registration process, or in any user-specific subscription, service or trial access agreement, we hereby grant to each Authorized User of a Gro Web Application a revocable, worldwide, non-exclusive, non-sublicensable and non-transferable, limited-use license to access and use the Web Application and Content accessed thereby for their own Permitted Use and only as provided herein.
5.2 Additional Web Application Use Restrictions. The data, tools, models or other Content you have access to as an Authorized User of a Web Application, including the amount of data and your ability to export and download data is governed separately by each Web Application together with any otherwise applicable use restrictions described herein. As an Authorized User of a Web Application, you may only obtain Content through the functions and features provided by us as part of a Web Application; direct calls on the API are prohibited without authorized access to the API. We may terminate or suspend any Authorized User’s access to a Web Application if we reasonably believe that user is using the Web Application in violation of the restrictions in this Agreement.
6. API Specific Use Terms
6.1 API License. Subject to your on-going compliance with these Terms of Service and any limitations and restrictions set forth in the API, during the registration process, or in any user-specific subscription, service or trial access agreement, we hereby grant each Authorized User of a Gro API service a revocable, worldwide, non-exclusive, non-sublicensable and non-transferable, limited-use license to access and use the API for their own Permitted Use and only as permitted herein. This limited use license does not give you any right to receive, use, or examine any source code or design documentation relating to the Services or the API and is subject to these Terms of Service including all restrictions provided in the Rules of Conduct specified herein. Except as may be separately agreed to in writing by us, use, reproduction, modification, distribution or storage of any API Data for any purpose other than a Permitted Use allowed by these Terms of Service is expressly prohibited.
6.2 API Key. As an Authorized User of the API, you will be granted a code, token, or string of characters that is attached to and associated uniquely with your User ID and account and is used by Gro to authenticate or grant access to Services (an “API Key”). Each Authorized User is permitted only one API Key at any time. An Authorized User may request a new API Key from Gro, and Gro may invalidate or suspend any API Key at any time as it deems necessary to enforce or comply with these Terms of Service. You may not provide your API Key or API access to any person, firm or entity and you may not use your API Key or API access for the benefit of anyone other than yourself or the Customer identified on the subscription or service agreement governing your access.
6.3 Certification. Each Customer of API service shall maintain complete and accurate records with respect to its use, and the use of all Authorized Users, of the API and API Data and its, and their, compliance with these Terms of Service and with the subscription or service agreement governing access to the API. Upon Gro Intelligence’s reasonable request, the Customer or a senior executive of the Customer shall provide written certification of Customer’s full compliance with these Terms of Service during any subscription term or following termination of subscription access including but not limited to certification of Customer’s compliance with all provisions of this section.
7. Resultant Work. Notwithstanding the foregoing, and subject to these Terms of Service and any additional terms and restrictions for certain Content as specified within the Services, we grant only to each Authorized User of the Services, during the term of authorized use only, a worldwide, non-exclusive, non-sublicensable and non-transferable license to use whatever Content they are individually authorized to access and use to create their own analyses, usage statistics, datasets, databases, reports, recommendations and visual representations (“Resultant Work”) provided that such Content used in the creation of a Resultant Work does not, in Gro’s good faith judgment, remain identifiable in, and may not be readily extracted or reverse engineered from, the Resultant Work. No license is granted to create any Resultant Work from the Content that either (a) allows a user to reverse engineer the Content after this license has terminated; or (b) index the contents of the Content available via the API.
8. User Submissions
8.1 Definition. Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions that you share publicly may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
8.2 Restrictions. You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) violate any law.
8.4 Public Work Spaces. You are responsible for all User Submissions you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You understand that if you are not a Gro Premium or Gro Enterprise user then all User Submissions, including data charts, you create is public by default and can be shared across the Services by us and our users.
8.5 User Submissions License. By submitting User Submissions through the Services that are not Private Submissions (defined below), you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your publicly available User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grant to us and our users does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
8.6 Private Submissions. We will use commercially reasonable efforts to protect the confidentiality of any User Submissions posted or uploaded to private workspaces (“Private Submissions”). We will only use Private Submissions to help provide the Services and the features therein to the specific user who posted the Private Submission.
8.7 Changes. You understand and agree that, in performing the required technical steps to provide the Services to our users (including you), we may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
9. Messaging - As part of the Services, you may receive communications through the Services, including messages that we send you (for example, via email). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages.
10. Analytics - We may collect information from users through the Services, such as through user accounts and activity on the Services (“Analytics”). You acknowledge and agree that we may: (i) internally use Analytics for our business purposes; (ii) generate data submitted to, collected by, or generated by us in connection with your use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to you (“Aggregated Anonymous Data”), and (iii) freely use and make available Aggregated Anonymous Data for our business purposes.
11. Rules of Conduct
11.1 As a condition of use, you represent, warrant and covenant not to use the Services for any purpose that is prohibited by these Terms of Service or applicable local, state, national, foreign, or international treaties, laws, rules or regulations applicable to you (including, but not limited to, those related to data privacy, international communications, export laws and the transmission of technical or personal data laws, and the U.S. Foreign Corrupt Practices Act). You are responsible for all of your activity in connection with the Services
11.2 You shall not (directly or indirectly):
11.3 You represent, warrant, and agree that you will not contribute any Content or User Submissions or otherwise use the Services or interact with the Services in a manner that:
11.4 We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
12. Copyright Infringement Policy
12.1 DMCA. In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
12.2 Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whose behalf you are authorized to act), please send a notice of copyright infringement to Gro's Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below). That notice should contain the following information:
12.3 Receipt of Infringement Notification by the Designated Agent. Upon receipt of a proper notice of copyright infringement, that complies with the specifications above, we reserve the right without the obligation to:
12.4 Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material pursuant to authorization from the copyright owner, from the copyright owner's agent, or, under applicable law, the content provider may send to the Designated Agent a counter-notice containing the following information:
12.5 Designated Agent Contact Information. Please contact Gro's Designated Agent at the following address:
Attn: DMCA Designated Agent
505 Park Avenue, 12th Floor, New York, NY 10022
13. Third Party Services - The Services may permit you to link to other content, websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
14.1 Paid Products and Services. For each subscription product or Service, Customer will pay Gro Intelligence the applicable fees in the amounts, and in accordance with the payment terms, set forth on the applicable Subscription Schedule. Such fees do not include any taxes, levies, duties or similar government assessment, including for example value-added, sales, use or withholding taxes, accessible by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying any Taxes associated with its purchases hereunder. If Gro has a legal obligation to pay or collect Taxes for which Customer is responsible under this section, we will invoice Customer and Customer will pay that amount unless Customer provides us a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Gro is solely responsible for taxes assessable against it based on its income, property and employees. All fees paid are non-refundable, including for subscriptions terminated by you or by us before the end of the applicable subscription term. Customer agrees that its purchases are not contingent on Gro’s delivery of any future functionality or features not available at the time, and as part, of the purchase.
14.2 Late Payment. Late payments will bear interest at the rate of 1% of the outstanding balance per month or the maximum amount permitted by law, if lower. Customer's failure to pay amounts when due constitutes a material breach. If any amount owing by Customer is overdue by more than 30 calendar days (including holidays), Gro Intelligence may, without limiting its other rights and remedies, suspend Customer’s access to Gro product(s) or Service(s) until such amounts are paid in full or terminate Customer’s subscription.
14.3 Payment Method. We accept ACH/wire transfers and credit card payments. Payments can be made to Gro Intelligence directly from your Payment Processor (your financial institution or third party provider). If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
14.4 Free Trials and Other Promotions. Any free trial or other promotion that provides access to a subscription product or Service must be used within the specified time of the trial. You must stop using any such subscription product or Service before the end of the trial period in order to avoid being charged for that product or Service . If you cancel prior to the end of the trial period and are inadvertently charged for a subscription product or Service , please contact us immediately at email@example.com.
15.1 Either Party may terminate a Subscription Schedule upon thirty (30) days prior written notice to the other Party if the other Party commits a material breach of such Subscription Schedule (or this Agreement) provided, however, that: (i) such Subscription Schedule will not terminate if the other Party cures such breach before the end of the thirty (30) day period; and (ii) Gro may immediately terminate any Subscription Schedule upon notice to Customer if Gro reasonably believes that Customer is engaging in any business or conduct that may be illegal, fraudulent, tortious.
15.2 Effects of Termination. Upon expiration or termination of the Agreement for any reason, any amounts owed to Gro Intelligence under this Agreement including any Subscription Schedule(s) before such termination will be immediately due and payable, and Gro reserves the rights in its sole direction to disable all access to the Products, using available lawful means.
16. Warranty Disclaimer
16.1 You release Gro from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.
16.2 THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.
17. Limitation of Liability - IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES FOR ANY (I) LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE LESSER OF, (1) FOR ANY PAID SERVICES, THE FEES PAID OR PAYABLE HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTHS, AND (2) $50.00.
19. Children’s Online Privacy Protection Act - The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise user the Services or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at firstname.lastname@example.org.
20. Governing Law and Jurisdiction - These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
21. Dispute Resolution
21.1 Agreement to Arbitration. Please read the following carefully because it requires you to arbitrate certain disputes and claims with Gro and limits the manner in which you can seek relief from us. Both you and Gro acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms of Service, Gro’s officers, directors, employees and independent contractors (“Gro Personnel”) are third-party beneficiaries of these Terms of Service, and that upon your acceptance of these Terms of Service, Gro Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as the third-party beneficiary hereof.
21.2 Arbitration Rules; Applicability of Arbitration. The you and we shall use our best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms of Service directly through good-faith negotiations, which shall be a precondition to anyone initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from a list of qualified JAMS arbitrators in accordance with the Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
21.3 Costs of Arbitration. The Rules will govern payment of all arbitration fees. Unless it determines otherwise, on a case-by-case basis, Gro will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars, and will not seek to recover its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is wholly without merit or frivolous.
21.4 Small Claims Court; Infringement. All claims shall be resolved by arbitration except that either your or Gro may assert claims, if they qualify, in small claims court in New York, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, you and Gro shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
21.5 Waiver of Class or Consolidated Actions. You agree that ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT TO ARBITRATE MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Gro is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in 20.7 below.
21.6 Opt-Out. You have the right to opt out of the provisions of this section by sending written notice of your decision to opt out to the following address: 505 Park Avenue, 12th Floor, New York, NY 10022 USA postmarked within thirty (30) days of first accepting these Terms of Service. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of the arbitration provisions of the Terms of Service.
21.7 Exclusive Venue. If you send the opt-out notice described herein, and/or in any circumstances where the foregoing agreement to arbitrate permits either you or Gro to litigate any dispute arising out of or relating to the subject matter of these Terms of Service in court, then the foregoing agreement to arbitrate will not apply to either you or Gro, and both you and Gro agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York, New York, or the federal district in which New York County falls.
21.8 Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this agreement to arbitrate section will be null and void. This agreement to arbitrate will survive the termination of your relationship with Gro.
22.1 Account Suspension and Termination. Except as specified in any user-specific subscription, service, or access agreement, we reserve the right to suspend or terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. A violation of these Terms of Service is grounds for termination of your right to use or access the Services. If your account is terminated, you hereby agree to immediately cease use of the Services and delete any data obtained from the Services, except for any rights to retain Resultant Work or Preserved Data expressly granted herein. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
22.2 Ownership and Feedback. As between the parties, we retain all right, title, and interest in and to the Services, all copies, modifications and derivative works thereof, and all software, data, products, works, analyses and other intellectual property and moral rights related thereto or created, used, or provided by us for the purposes of providing the Services except as expressly and unambiguously set forth herein. You retain all right, title, and interest in and to any Resultant Work (subject to any and all additional terms and restrictions for certain Content as specified within the Services), provided that to the extent that any Resultant Works are User Submissions, your rights are subject to the rights granted to us in the “User Submissions License” section herein. As an Authorized User, you may from time to time provide suggestions, comments or other feedback to us with respect to the Services (“Feedback”). You shall, and hereby do, assign to us all right, title and interest (including all related intellectual property and other proprietary rights) in and to the Feedback.
22.3 Entire Agreement and Severability. These Terms of Service, together with any user-specific subscription, service or access agreement, are the entire agreement between you and us with respect to the Services, including use of the Site and Services, including the API. If any provision of these Terms of Service is found to be unenforceable or invalid, you agree that any such provision will be limited or eliminated to the minimum extent necessary by law and that, notwithstanding, these Terms of Service will otherwise remain in full force and effect and shall be legally enforceable. The failure of Gro to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
22.4 Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
22.5 Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
22.6 Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither you nor Gro has any authority of any kind to bind the other in any respect.
22.7 Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Except as otherwise specified herein, electronic notices should be sent to email@example.com.
22.8 No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
22.9 Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.