Last Updated: 2022.02.15 (February 15, 2022)
PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS A USER (AS DEFINED BELOW) (“YOU”, “YOUR”, “YOURS”) AND 5D Possibilities LLC, a Pennsylvania limited liability company d/b/a Growgi (“GROWGI”, “US”, “WE”, “OUR”, OR “OURS”). THESE GENERAL TERMS AND CONDITIONS, COLLECTIVELY WITH ALL GROWGI RULES AND POLICIES, INCLUDING THE GROWGI PRIVACY POLICY, CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND GROWGI REGARDING YOUR ACCESS TO AND USE OF GROWGI WEBSITE(S) (COLLECTIVELY, “WEBSITE”) AND SERVICES PROVIDED BY GROWGI (“SERVICE” OR “SERVICES”) (COLLECTIVELY, “PLATFORM”).
THE AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE PLATFORM. THE AGREEMENT INCLUDES INFORMATION ABOUT FUTURE CHANGES TO THE AGREEMENT, LIMITATIONS OF LIABILITY, PRIVACY INFORMATION, A CLASS ACTION WAIVER, AND A RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT.
IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE PLATFORM.
1. Scope and Acceptance
Anyone who accesses or uses any part of the Platform is a “User.” The Agreement sets forth your rights and obligations as a User with respect to your access to and use of the Platform and use of any and all information or data of any kind arising from access to or use of the Platform, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
We reserve the right to change the Agreement at any time. Notice of any material change will be posted on this page with an updated effective date. In certain circumstances, we may notify you of a change to the Agreement via email or other means, as appropriate under the circumstances; however you are responsible for reviewing the Agreement and checking for changes regularly. Your access to any part of the Platform is deemed to be your acceptance of the Agreement, and any changes thereto.
2. Privacy Policy
Please see our Privacy Policy for a detailed description of how we collect, use, and disclose information about our Users.
3. Eligibility and Registration
In order to register to create an account on the Platform, you must be at least eighteen (18) years of age. You agree, represent, and warrant that:
You may update the information in your profile, change your password, manage notifications, contact Growgi, view the Agreement, change your account settings, and delete your account within the Platform. You are responsible for maintaining the confidentiality of the email address and password that you designate during the registration process for your account. You are responsible for all activity that occurs under your account.
Once you have registered and created an account, you may provide other information about yourself to complete your profile, including a photograph, location information, intent, birthday, and more. The information you add to your profile is made public to other Users of the Platform unless you de-select the “Profile Visible” selection in Account tab of your Profile settings.
4. Operation and Fees
The specific features and functionality of the Platform are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Platform. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Platform at any time; however, if a change that we make to the Platform materially degrades functionality of the Platform and the fee that you paid us for use of the Platform is paid up front for a certain period of time, you may request from us a pro rata refund of the fee for the time period after the change materially degrading the functionality has been made and we agree to assess your request and determine, in our sole discretion, whether such pro rata refund is warranted.
Growgi may make available to you the opportunity to purchase fixed-term access to premium features within the Platform (also known as upgrading your account to a “Premium” account). Pricing for any offering within the Platform, including for a Premium account, is in our sole discretion. Pricing modification, promotional offerings, and special pricing may be offered or made available at Growgi’s sole discretion.
If you choose to make a purchase, including for a Premium account, you will be prompted to select your method of payment, enter your payment information, and confirm your purchase. Growgi reserves the right to collect any sales or similar taxes that may be applicable to your purchase. Separate terms and conditions may apply. All purchases and payments are non-refundable. No pricing modification, promotional offering, or special pricing shall entitle you to any adjustment of already-paid fees.
5. Permitted Use of the Platform
5.1 Permissions
Certain Growgi materials provided through the Platform are protected by intellectual property laws, including but not limited to U.S. copyright laws. You acknowledge and agree that the content accessible through the Platform that is not expressly designated as being provided by another User is the property of Growgi and its content providers, and Growgi and its content providers retain all right, title, and interest in the content.
Subject to the terms of the Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Platform and related materials solely for your own non-commercial use. Except as expressly provided otherwise in the Agreement, all rights are reserved. You are permitted to use the Platform in compliance with the Agreement. Among other things, except to the extent required for the limited purpose of reviewing material through the Platform, electronic reproduction, adaptation, distribution, performance, or display of any portion of the Platform is prohibited. You are responsible for any fees or other costs incurred by you when accessing and using the Platform, such as when accessing and using the Platform through a mobile phone or other wireless device.
Other users will also share content on the Platform. While you will have access to content posted by other Users, you have no rights in such content and you may not copy or use such content for any purpose other than as expressly permitted in these terms to connect with other Users. Growgi reserves the right to terminate your account for any misuse of other Users’ content.
5.2 Restrictions
In connection with the use of the Platform, you explicitly may not:
Growgi may suspend or terminate your account and your access to and use of the Platform at any time in its sole discretion and for any reason, including any breach of the Agreement, including any of the prohibitions set forth above. In such case, for the avoidance of doubt, all payments and purchases made by you prior to such termination will be non-refundable.
If you believe a User, a User’s posted information, or other content posted to or accessible through the Platform poses an imminent risk of harm to a person or property, you should immediately contact local authorities and then contact Growgi. In addition, if you believe that any User, a User’s posted information, or other content posted to or accessible through the Platform has violated the Agreement, please notify our customer service team though our online Contact form. If you reported an issue to local authorities, Growgi may request a copy of that report. Except as required by law, you agree that Growgi is not obligated to take action in response to any report.
6. Availability of the Platform
It is not possible to operate the Platform with 100% guaranteed uptime. Growgi will make commercially reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Platform. In addition, Growgi reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform, with or without notice.
You agree that Growgi shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.
7. DISCLAIMER OF WARRANTIES; ADDITIONAL DISCLAIMERS AND DISCLOSURES
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM ARE AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. GROWGI DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. GROWGI MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE PLATFORM ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. GROWGI ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
7.1 ADDITIONAL DISCLAIMERS AND DISCLOSURES
BY USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING DISCLOSURES AND DISCLAIMERS ABOUT GROWGI AND THE PLATFORM:
IF YOU HAVE ANY QUESTIONS ABOUT THE ABOVE DISCLOSURES AND DISCLAIMERS OR THE PLATFORM, PLEASE CONTACT US THROUGH OUR ONLINE CONTACT FORM.
8. RELEASE AND LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE GROWGI (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL GROWGI OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH, OR FOLLOWING USE OF THE PLATFORMS; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER GROWGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GROWGI AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE AMOUNT PAID TO GROWGI BY YOU FOR THE SERVICES WHILE YOU HAVE AN ACCOUNT. THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF GROWGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THE AGREEMENT.
9. INDEMNITY
YOU AGREE TO INDEMNIFY, RELEASE, DEFEND (AT GROWGI’S ELECTION), AND HOLD HARMLESS GROWGI, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO: (A) INFORMATION OR CONTENT YOU UPLOAD OR PROVIDE IN USING THE PLATFORM; (B) ANY VIOLATION OF THE AGREEMENT BY YOU; (C) ANY ACT OR OMISSION BY YOU RELATING TO YOUR USE OF THE PLATFORM; (D) YOUR INTERACTION WITH ANY OTHER USER(S); (E) YOUR FAILURE, OR GROWGI'S FAILURE AT YOUR DIRECTION, TO ACCURATELY REPORT, COLLECT OR REMIT TAXES; OR (F) YOUR VIOLATION OF ANY LAWS, RULES, REGULATIONS, CONTRACTS, OR THIRD PARTY RIGHTS, SUCH AS INTELLECTUAL PROPERTY OR PRIVACY RIGHTS.
10. Termination
You agree that Growgi may, in its sole discretion and without prior notice, terminate the Agreement with you or your access to or use of the Platform or any part of the Platform, at any time and for any reason, with or without cause. You may terminate the Agreement at any time by deleting your account. A link to delete your account can be found at the bottom of the Account page.
If (a) you breach the Agreement or any part of the Agreement, (b) you violate applicable laws, rules, regulations, contracts, or third-party rights, or (c) Growgi believes it is reasonably necessary to protect Growgi, its Users, or third parties; Growgi may, with or without prior notice: (i) suspend or limit your access to or use of the Platform and/or your account; (ii) suspend or remove travel itineraries; (iii) remove any content posted to or accessible on the Platform; or (iv) suspend or revoke any special status associated with your account. For minor violations or where otherwise appropriate as Growgi determines in its sole discretion, you may be given notice of any intended measure by Growgi and an opportunity to resolve the issue.
You agree that any breach by you of the Agreement may constitute an unlawful and unfair business practice that will cause irreparable harm to Growgi for which monetary damages would be inadequate. You consent to Growgi’s obtaining any injunctive or equitable relief that Growgi deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Growgi may have at law or in equity.
When the Agreement has been terminated, you are not entitled to a restoration of your account or any content or data posted or generated by you in connection with your use of the Platform. If your access to or use of the Platform has been limited, or your Growgi account has been suspended, or the Agreement has been terminated by us, you may not register a new account whether using the previous email address or a new email address or access or use the Platform through an account of another User.
If the Agreement or your account has been terminated by Growgi for the reasons stated in this Section 10, for the avoidance of doubt, all payments and purchases made by you prior to such termination will be non-refundable.
Those provisions of the Agreement that by their nature survive termination shall survive termination of the Agreement.
11. Intellectual Property Infringement
We expect Users to respect the intellectual property rights of others. We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. Growgi has adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act. If you believe a work protected by a U.S. copyright you own has been posted on the Platform without authorization, please submit a notification alleging such infringement (“DMCA Takedown Notice”) to our copyright agent, including the following information:
Growgi
c/o 5D Possibilities LLC
P.O. Box 874
Belle Vernon, PA 15012
USA
Growgi will terminate the accounts of repeat infringers.
12. General
12.1 Modifications
We may modify the Agreement at any time and in our sole discretion, as set forth in Section 1 (Scope and Acceptance).
12.2 Access and Use Where Prohibited
Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.
12.3 Operation of the Platform from the United States of America
By accessing and using the Platform, you acknowledge and agree that Growgi controls and operates all parts of the Platform from its offices in the United States of America and that the Platform is intended for use by Users located in the United States of America and Canada. Unless expressly stated to the contrary, Growgi makes no representation that the Platform is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform are solely directed to individuals, companies, or other entities located in the United States of America. Growgi reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. If you access or use the Platform from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Platform in violation of applicable export laws and regulations.
If you access the Platform from outside the United States of America, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States of America and the collection, use, and disclosure of your information in accordance with United States of America law and our Privacy Policy.
12.4 Applicable Law
The Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of law.
12.5 Dispute Resolution
Growgi intends to resolve any and all disputes that may arise among it and its Users in a cost-effective and non-disruptive manner.
You agree to the following dispute resolution procedure for disputes arising between you and Growgi. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Growgi in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Growgi shall respond within fifteen (15) calendar days with identical information from its perspective. You and a representative of Growgi shall meet or communicate electronically within fifteen (15) calendar days of the delivery of the response, and as often as you and Growgi mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) calendar days of the first communication, you and Growgi fail to resolve the matter, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association, provided that Growgi will have the right to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to any alleged violation of intellectual property rights. YOU AGREE THAT YOU WILL NOT BRING OR BE A PARTY TO ANY CLASS-ACTION LAWSUIT AGAINST GROWGI.
12.6 User Submissions and User’s Grant of Limited License
By communicating with Growgi, including submitting or sending content to us, you grant Growgi the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content (in whole or part), including any information, suggestions, ideas, drawings, or concepts contained in such content, and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into a Growgi feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or all other aspects of such submitted material, including any content or part thereof, or other communication to Growgi. By submitting any such content to the Platform, you waive any “moral rights” in such content.
12.7 Force Majeure
In the event Growgi’s performance of the Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Growgi, Growgi shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference.
12.8 Notice and Electronic Communications
Unless specified otherwise, any notices or other communications to you under the Agreement or about Growgi or the Platform may be made electronically by Growgi via email, a Platform notification, messaging service (including SMS texts), or any other communication method we enable and you provide. You will receive administrative communications from us using the email address or other contact information you provide for your Growgi account. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates may apply. You consent to Growgi’s communicating with you by any means for which you provide contact information.
12.9 Legal Notices
All notices to Growgi must be delivered by registered mail, postage prepaid, addressed as follows:
Growgi
c/o 5D Possibilities LLC
P.O. Box 874
Belle Vernon, PA 15012
USA
With a copy to: contact@growgi.com
12.10 Miscellaneous