1. Acceptance of Terms of Service
- By using the Services in any manner, including but not limited to visiting or browsing the Site or accessing or using the Gro Web Application (defined below) or the Gro application programming interface (the “API”), you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
- ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT 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
- Registration. You may be required to sign up for an account, select a password and username (“User ID”), and provide us with certain information or data, such as your contact information. If you are a user setting up an account on behalf of an entity you represent (an “Entity Representative ''), you represent and warrant that you are authorized to bind the entity you represent and are authorized by such entity to access the Services on such entity’s behalf. 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. You may not transfer or share your account to or with anyone else without our prior written permission.
- Use Restrictions. You will only use the Services in a manner that complies with all laws that apply to you and, unless you are acting as an Entity Representative or a Designated User (defined below), you will only use the Services for your own internal, personal use, 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 anyone within your own team, group, or company. If another individual wishes to use the Services or the Content they require their own account for an additional fee. If your use of the Services is prohibited by or not in compliance with applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
- Designated Users. If you are a user authorized by another user or Entity Representative (a “Principal”), subject to our approval, to access the Services on behalf of such Principal (a “Designated User”), your use of the Services is subject to additional restrictions. Designated Users will be provided with a unique log-in and account that is only accessible by the Designated User. The Designated User may not share such account or account credentials, or otherwise allow any other individual to access such account. Each Designated User may only use the Services solely for the projects of the Principal that the Designated User is directly involved in. For the avoidance of doubt, a Designated User cannot use the Services solely on behalf of any other Principal personnel, including without limitation to generate charts on such other Principal personnel’s behalf for a Principal project in which such Designated User is not directly involved.
- Principal Liability. The Principal hereby agrees to ensure that each Designated User complies with these Terms of Service and agrees to be responsible for the Principal’s own activity and the activity of any Designated User in connection with the Services. The Principal hereby agrees to be responsible for any breach or violation of these Terms of Service by any Designated User or any other person or entity obtaining access to the Services due to an act or omission of the Principal or a Designated User. We may terminate or suspend any Designated User’s access to the Services if we reasonably believe that such Designated User is using the Services in violation of these Terms of Service.
- Auditing Designated Users. If you are a Principal, you hereby agree to maintain complete and accurate records with respect to the number of Designated Users and to allow us or our designated agents to audit all related computer systems with respect to your use of the Services, during reasonable business hours upon at least 15 days’ prior written notice, and we agree that such audit shall not unduly interfere with your operations. If the audit reveals any breach of these Terms of Service, except for changes in the number of Designated Users, you shall bear the reasonable cost of any such audit.
- Account Protection. You will not share your User ID, account or password with anyone, and you must protect the security of your User ID, account and your password and any other access tools or credentials. You are responsible for any activity associated with your User ID and account.
3. Web Application Terms
- Web Application License. Subject to these Terms of Service (including any limitations and restrictions set forth on the Web Application (defined below) and/or during the registration process), we hereby grant to users of the Gro website application (“Web Application”) a worldwide, non-exclusive, non-sublicensable and non-transferable license to access and use the Web Application for their own internal business purposes (or, with respect to Entity Representatives only, the internal business purposes of the entity you represent) and only as provided herein.
- Web Application Use Restrictions. The data tools and models you have access to, including the amount of data and your ability to export and download data, may depend on whether you are enrolled as a Gro, Gro Premium, or Gro Enterprise user (collectively, the “Gro Plans” and each a “Gro Plan”). Users of Gro Premium and Gro Enterprise, for example, may have access to certain models and private workspace features that users of Gro are unable to access. The Gro Plan you are enrolled in may also include a cap on the amount of data you are able to access within the Web Application. For more information about additional business terms and restrictions that apply to your use of the Web Application, please visit the Gro Plans page (https://gro-intelligence.com/platform/pricing).
4. API Terms
- API License. Subject to your compliance with these Terms of Service (including any limitations and restrictions including with the API and/or during the registration process), we hereby grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the API for the sole purpose of using the data obtained from the API (“API Data”) to build forecast models and perform instantaneous analytics for your own internal business purposes (or the internal business purposes of your Principal if you are a Designated User) and only as provided herein. Use, reproduction, modification, distribution or storage of any API Data for any purpose other than the purposes of using the Services is expressly prohibited without prior written permission from us. This license is subject to the restrictions provided in the “Rules of Conduct” section below.
- API License Restrictions. You hereby agree that you will not (i) share the API or API Data with any third party, (ii) use the API to replicate the API Data or download the API Data in bulk, or (iii) store or download the API Data other than as necessary at the time to build a forecast model or perform instantaneous analytics, are permitted by the foregoing license grant. For clarity, you may not download or store any API Data to build models at a later time, and hereby agree to delete all API Data in your possession if your account is terminated. You have no right to receive, use or examine any source code or design documentation relating to the Services or the API.
- API Access. The API Data and models you have access to, including the amount and type of API Data you are able to access, may depend on the Gro Plan you are enrolled in. Users of Gro Enterprise, for example, may have access to certain API Data and models that users of Gro and Gro Premium are unable to access. The Gro Plan you are enrolled in may also include a cap on the amount of API Data you are able to access within the API. For more information about additional business terms and restrictions that apply to your use of the API and how some Gro Plans may offer additional access to our API Data and models, please visit the Gro Plans page (https://gro-intelligence.com/platform/pricing) and Gro API offerings page (https://gro-intelligence.com/platform/api).
- Access License. Subject to these Terms of Service, we grant each user a worldwide, non-exclusive, non-sublicensable and non-transferable license to access and use the Services and the Site for their own use.
- Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, API Data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features, such as charts, models and workspaces, provided, or otherwise made available on or through the Services.
- Notices and Restrictions. The Services may contain Content specifically provided by us or our partners and such Content 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 – 2022 Gro Intelligence, Inc. All rights reserved.
- Content Use License. Subject to these Terms of Service, including without limitation, the requirements associated with any particular type of Content you are accessing and using (e.g., API Data), we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to access and use (i.e., to download and display locally) Content solely for purposes of using the Services and solely for the benefit of the User. This license does not permit sharing with others, including others within your own team, group or company without their own separate, paid license. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
User shall not, directly or indirecly use the API or the Content in connection with the creation, structuring, development, managing, trading, marketing and/or promotion of any financial instrument or other investment product including any index without a separate agreement that specifically permits such use.
- User Derivative Works. Notwithstanding the foregoing, and subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use Content to create derivative works therefrom (“User Derivative Works”), provided that this license may be subject to additional terms and restrictions for certain Content as specified within the Services.
User shall not create any Derivative Works from the Data that either (a) allow Users to reverse engineer the Content after this license has terminated; or (b) index the contents of the Content available via the API. The API and Content and any documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the United States Government is subject to the restrictions set forth in FAR 12.212 and DFAR 227.7202.
- Access to Content. We are not liable for any errors or omissions in (i) information publicly posted or privately transmitted through the Services by you or another user, or (ii) 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 you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
- Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) 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 and (ii) to remove or block any Content from the Services.
6. User Submissions
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
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.
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.
9. Rules of Conduct
- 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 laws, rules and 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.
- You shall not (directly or indirectly):
- take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
- interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
- bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
- remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;
- use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- harvest or scrape any Content from the Services;
- otherwise take any action in violation of our guidelines and policies;
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction;
- modify, translate, or, except with respect to those rights provided in the “User Derivative Works” and ”API Terms” sections above, otherwise create derivative works of any part of the Services;
- download, copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder or any significant portion of the Content; or
- engage in or attempt to engage in any of the foregoing, or otherwise download or store any data, to build any data model, or any application or product that is competitive with any of our Services.
- 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:
- infringes or violates the intellectual property rights or any other rights of anyone else (including us);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by us;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- jeopardizes the security of your User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
- satisfy any applicable law, regulation, legal process or governmental request;
- enforce these Terms of Service, including investigation of potential violations hereof;
- detect, prevent, or otherwise address fraud, security or technical issues;
- respond to user support requests; or
- protect the rights, property or safety of us, our users and the public.
10. Copyright Infringement Policy
- 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.
- 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:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that allegedly has been infringed;
- Identification of works or materials being infringed;
- Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner or its agent seeks to have removed, with sufficient detail so that we are capable of finding and verifying existence of such material;
- Contact information for the notifier, including address, telephone number and, if available, email address;
- A statement that the notifier has a good faith belief that the use of the material identified is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
- 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:
- Remove or disable access to the infringing material;
- Notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and/or
- Terminate such content provider's access to the Services if he or she is a repeat offender.
- 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:
- A physical or electronic signature of the content provider;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
- A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
- Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which we are located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
- Procedure Following Our Receipt of a Counter-Notice. If a counter-notice is received by the Designated Agent, we may, in our discretion, send a copy of the counter-notice to the original complaining party informing that person that we may reinstate the removed material or cease disabling access to it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be reinstated or access to it may be restored within 10 business days after receipt of the counter-notice, at our discretion.
- Designated Agent Contact Information. Please contact Gro's Designated Agent at the following address:
- Gro Intelligence
Attn: DMCA Designated Agent
505 Park Avenue, 12th Floor, New York, NY 10022
- (718) 935-0100
- Email: email@example.com
11. 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.
12. Payments and Billing
- Paid products and Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see our Gro Plans page (https://www.gro-intelligence.com/plans) for a description of current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement. You will not be required to pay any amounts unless you upgrade to a premium tier for the amount and term specified. Any amounts payable hereunder are exclusive of, and you shall be responsible for, all sales taxes, value added taxes, duties, use taxes, withholdings and other governmental assessments, excluding taxes based on our net income.
- Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. 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.
- Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS (https://app.gro-intelligence.com).
- Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS (https://app.gro-intelligence.com). IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
- Change in Amount Authorized.
- Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your Account Settings (https://app.gro-intelligence.com), any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to Account Settings (https://app.gro-intelligence.com). If you terminate a Paid Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS (https://app.gro-intelligence.com) OR TERMINATE YOUR COMPANY ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, COMPANY WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
- Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
- Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at firstname.lastname@example.org.
13. Warranty Disclaimer
- You release us 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.
- 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.
14. 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.
16. 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 email@example.com.
17. 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.
- Arbitration Agreement. Please read the following Arbitration Agreement 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.
- Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their 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 either party 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 the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
- Costs of Arbitration. The Rules will govern payment of all arbitration fees. Gro will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Gro will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
- Small Claims Court; Infringement. 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, each party 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.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT 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 (g) below.
- 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 Terms of Service arbitration agreement.
- Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement 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 arbitration agreement will not apply to either party, 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 that county falls.
- 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 Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Gro.
- Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services at any time, but if we do, we will place a notice on our website, send you an email, and/or notify you by some other means. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms of Service), in our sole discretion, and without notice. We also reserve the right to delete or disable Content alleged to be infringing on others’ intellectual property rights, and to terminate the accounts of repeat alleged infringers. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.
- Account Suspension and Termination. 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 derivative works 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.
- 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 User Derivative Works (subject to any and all additional terms and restrictions for certain Content as specified within the Services), provided that to the extent that any User Derivative Works are User Submissions, your rights are subject to the rights granted to us in the “User Submissions License” section herein. You or a Designated User 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.
- Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, the Gro Platform, and the API, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic), letters of intent or discussions, between you and us with respect to the Services and all past dealing or industry custom. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
- 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.
- 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.
- Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
- 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. Electronic notices should be sent to firstname.lastname@example.org.
- 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.
- Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
You may contact us at the following address: 505 Park Avenue, 12th Floor, New York, NY 10022.