Â a. Â The Service is designed to help you realize and sustain your personal vision of wellness. WE DO NOT PROVIDE MEDICAL ADVICE, AND THE CONTENT OF OUR FORUMS IS NOT A SUBSTITUTE FOR THE ADVICE AND MEDICAL OPINION OF A LICENSED PHYSICIAN. PLEASE CONSULT YOUR PHYSICIAN BEFORE ATTEMPTING ANY NEW DIET OR HEALTH PRACTICE. YOU HEREBY ACKNOWLEDGE AND AGREE YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.Â Â YOU HEREBY AGREE TO RELEASE AND HOLD US HARMLESS FROM ANY HARM CAUSED BY YOUR RELIANCE ON MATERIAL PROVIDED THROUGH THE SERVICES, AND YOU ASSUME ALL LIABILITY FOR OUTCOMES BASED THEREON. If you have a medical emergency, call your physician, 911, or local emergency services immediately.
Â b. Â Subject to the terms and conditions set forth herein, we hereby grant you a personal, limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Service solely for its intended purposes. We may modify these Terms at any time, which modifications will become effective once posted on the Site. If you do not agree with a modification, you must immediately stop using the Service. We reserve the right to stop offering the Service at any time either permanently or temporarily, at which point these Terms will terminate automatically. If we stop offering a Paid Service (as defined below), you understand and acknowledge we will not be required to provide any refunds, benefits, or other compensation to you in connection with such a discontinuation. You agree your use of the Service is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by Grow Well with respect to future functionality or features. We retain the right to refuse to allow anyone to access or use the Service for any reason at any time, including to remove access to any userâ€™s Account (as defined below), for any reason.
c. Â You may not use the Service if you are under the age of 13. If you are under the age of 18, you represent and warrant that your legal guardian has reviewed and agreed (on your behalf) to these Terms.
Â a. Â Â In order to use a Service for which payment is required (the â€œPaid Serviceâ€), you must establish an account with us (the â€œAccountâ€). If you establish an Account with us, you agree that you do not own or have any property interest in the Account. You agree to maintain your Account password in strict confidence. In the event your Account password is lost or otherwise compromised, you agree you will be responsible solely for all actions, damages, liabilities and losses incurred as a result of such loss or compromise, except to the extent arising from our gross negligence or willful misconduct. At our sole discretion, we may refuse to grant you an Account nickname or ID that is offensive, that infringes third party rights, or that otherwise violates the restrictions on use set forth in Section 3, below.
b. Â Â You may use the Paid Service for free through a limited time trial account for seven (7) days (the â€œTrial Periodâ€). You are allowed only one Trial Period, and attempts to circumvent this limitation may lead to suspension or termination of any Accounts associated with you. Following the Trial Period, you must subscribe to use the Paid Service, or your access to the Paid Service will be suspended.
Â c. Â Â As consideration for your use of the Paid Service, you agree to pay the monthly subscription fee published on the Site (the â€œFeeâ€). Payments for Fees will be billed in advance on a monthly basis. When you provide a credit card to us, you authorize us and our payment processor to charge such credit card for all charges to your Account. When you provide a credit card to us, you confirm that you are permitted to use that credit card. Paid Fees are non-refundable. In the event you fail to make timely payments of undisputed amounts when due, we may discontinue, terminate or suspend your access and use of the Paid Services, without incurring any liability to you. Despite any such discontinuation or suspension, you acknowledge and agree that you are required to pay the Fees until these Terms are terminated in accordance with the termination provisions set forth herein.
Â d. Â Your subscription will be renewed automatically on a monthly or annual basis, in accordance with the term of your subscription, unless you inform us that you do not wish to renew the subscription. You may terminate your Account at any time, provided that no refunds of Fees will be provided. You are responsible for any additional fees, including internet connection or mobile carrier fees, that you incur while using the Paid Service.
e. Â Risk of loss and title to any physical items ordered from our online store pass to you when we deliver such items to the shipping carrier, subject to your provision of payment in full. A contract for delivery of physical items will only be formed once you receive a shipping confirmation from us, and we reserve the right to cancel your order at any time before we have accepted it. Prices and availability of physical items sold on the Site are subject to change without notice. You are responsible for providing full and accurate address information.
We strive to foster an inclusive, supportive community of users on the Site. Accordingly, it is important that all users comply with the requirements set out in this section. We encourage you to act respectfully and politely in interacting with other users. In any event, you agree you will not, under any circumstance:
a. Â use or design cheats, exploits, automation software, bots, hacks, mods or any unauthorized third party software designed to modify or interfere with the Service;
b. attempt to gain unauthorized access to accounts registered to other users or to our computers, servers, or networks;
c. share any User Content (as defined below) that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, or religiously offensive or otherwise objectionable, or that infringes any intellectual property right, right of privacy, right of publicity, or other right of any person or entity, or that impersonates any other person, or that contains nudity, excessive violence, or offensive subject matter;
d. harass, stalk, disturb, abuse, or harm, or advocate or incite harassment, abuse or harm of, another person or group;
e. use the Service in connection with, or to otherwise promote, any violation of applicable law or regulation;
f. upload or use third party mailing lists including, but not limited to, rented lists, purchased lists, or lists not collected using permission-based methods;
g. Â solicit or attempt to solicit personal information from other users of the Service, including the Account login information of other users;
h. Â perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded or downloaded by, the Service or any end user any software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Service;
i. Â contact any user who has asked not to be contacted; or
j. Â use any robot, spider, scraper or other automated means to access the Service, create Accounts, or collect content for any purpose without our express written permission.
Â a. Â You understand and acknowledge we do not own or control the messages, texts, files, images, photos, graphics, videos, audio or other materials (the â€œUser Contentâ€) stored, posted, presented, displayed or published on, or transmitted, distributed or otherwise linked by users of the Service (individually and collectively, â€œPublishâ€). You understand you solely are responsible for all User Content you Publish through the Service. By using the Service, you grant us a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable license to use, copy, modify, distribute, store, transmit, reformat, edit, translate, make derivative works of, publicly display and publicly perform such User ContentYou understand and agree we are not responsible for, and expressly disclaim all representations and warranties with respect to and all liability related to or arising from, the User Content. Under no circumstances will we be liable in any way for any User Content or for any loss or damage of any kind incurred as a result of your use of any User Content; and we have no obligation to monitor, preview, verify, flag, modify, filter or remove any User Content. Notwithstanding the foregoing, we, in our sole discretion, reserve the right to refuse, move, modify or delete any User Content for any reason, with or without notice to you.
Â b. Â Â If you Publish User Content, you hereby represent and warrant to us: (i) you either own all right, title and interest in and to such User Content, or you possess, sufficient rights, approvals, licenses, consents and permissions as are necessary to Publish and grant us the right to display and perform such User Content; (ii) such User Content and the Publication of such User Content, does not and will not, directly or indirectly, infringe on, violate or misappropriate the intellectual property rights, privacy rights or other rights of any third party; (iii) such User Content does not and will not violate any applicable law, rule or regulation; and (iv) all such User Content is truthful and accurate in all material respects.
c. Â After the thirtieth (30th) day following any termination or expiration of these Terms, you agree we have no obligation to retain any data or User Content and may delete and destroy the User Content without providing you with notice of such deletion. We will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store any User Content. Subject to the license set forth in Section 5(a) above, your User Content will be considered your Confidential Information (as defined below).
d. Â If you believe that any material on the Site infringes on your copyright, contact our designated agent at Copyright Officer, P.O. Box 16535, Chapel Hill, NC 27516, 919-929-3395, email@example.com, and provide the following information: (i) an identification of the work(s) that you believe is infringed; (ii) an identification of the allegedly infringing work, along with its location; (iii) your contact information; (iv) a statement that you have a good faith belief that the use of the materials on our Site is not authorized by the owner, its agent, or the law; (v) a statement that the information you are supplying is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and (vi) a signature or electronic equivalent from the copyright owner or its representative.
Any exchange of data or other interaction between you and a third party, including, without limitation, User Content Published on the forum feature of the Site (each, a â€œThird Party Interactionâ€), is solely between you and such third party, and you hereby agree to release and hold us harmless from, and will look to such third party with regard to, any claims relating to or arising out of a Third Party Interaction. We are not a party to, have no involvement or interest in, make no representation, warranty or guaranty with respect to, and have no obligation in connection with, any communication, transaction, interaction, dispute or any relation whatsoever between you and any third party through the Service.You hereby acknowledge and agree that you are responsible solely for ensuring that your Third Party Interactions: (a) comply with all applicable foreign, federal and state laws and regulations; and (b) do not violate any term, condition, rule, procedure, policy or other guideline published by us.Â
Each party (in such capacity, the â€œReceiving Partyâ€) understands that the other party (in such capacity, the â€œDisclosing Partyâ€) has disclosed or may disclose certain information relating to the Disclosing Party’s business and that reasonably should be known by the Receiving Party to be confidential or proprietary to the Disclosing Party under the circumstances of disclosure or in light of the nature of the information disclosed (the â€œConfidential Informationâ€). Each Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except as permitted by these Terms) or divulge to any third party all or any portion of a Disclosing Partyâ€™s Confidential Information. Each party agrees that the following information shall not be considered Confidential Information: (i) information that is or subsequently becomes generally available to the public through no fault of the Receiving Party; (ii) information that was in the Receiving Partyâ€™s possession or known by such Receiving Party prior to receipt from the Disclosing Party as evidenced by its prior written records; or (iii) was rightfully disclosed to the Receiving Party by a third party without violation of law or any duty of confidentiality. You hereby agree Grow Well is permitted to disclose your Confidential Information in order to comply with any legally compelled or required disclosure.
As between you and Grow Well, all software embedded in the Service (the â€œSoftwareâ€) and any pictures, video, audio, and any multimedia or other content offered by Grow Well through the Service (the â€œGrow Well Contentâ€) are and shall remain the sole and exclusive property of Grow Well. You agree not to take any actions inconsistent with Grow Wellâ€™s ownership of each of Grow Wellâ€™s rights in and to the Software, the Service, and the Grow Well Content. Except as otherwise expressly granted in these Terms, you will not have or acquire any rights or interest in or to the Software, the Service, or the Grow Well Content. You acknowledge the Software contains proprietary information and trade secrets of Grow Well. You agree you will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by these Terms; (ii) modify, translate, reverse engineer, decompile or disassemble the Software or Grow Well Content for any purpose, including, without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or website; (iv) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; (v) possess or use the Software in any format other than machine-readable format; or (vi) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Software or the Service. Grow Wellâ€™s trademarks, logos, service marks, images, trade names, designs, page headers, button icons, scripts, the Site look and feel, and other distinctive branding features used in connection with the Service are owned solely and exclusively by Grow Well and may not be copied, imitated, or used, in whole or in part, without Grow Wellâ€™s prior written consent. You may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, download, stream capture, duplicate, reproduce, store, distribute, upload, publish, modify, translate, re-broadcast, perform, display, sell, transmit or retransmit the Grow Well Content
THE SERVICE IS PROVIDED â€œAS ISâ€ AND â€œAS AVAILABLEâ€ AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROW WELL AND ITS AFFILIATES, RESELLERS, AND AGENTS (COLLECTIVELY, THE â€œREPRESENTATIVESâ€) DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE REPRESENTATIVES DO NOT PROVIDE ANY WARRANTY: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) ABOUT ANY RESULTS THAT MAY BE OBTAINED BY USING THE SERVICE. YOU ACKNOWLEDGE AND AGREE THE SITE AND SERVICES ARE NOT INTENDED TO REPLACE YOUR JUDGEMENT, OR THE ADVICE AND MEDICAL OPINION OF A LICENSED PHYSICIAN. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK, AND YOU ASSUME ALL LIABILITY FOR OUTCOMES BASED THEREON.
10. Â LIMITATION OF LIABILITY
In no event will Grow Well be liable to you for any direct, indirect, incidental, consequential, punitive, special or exemplary damages (even if Grow Well has been advised of the possibility of such damages) arising from these Terms, including, but not limited to, loss of revenue or anticipated profits or lost business, loss of data or loss of use. IN NO EVENT WILL GROW WELLâ€™S TOTAL CUMULATIVE LIABILITY FOR CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) AND THE FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12)-MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM, LOSS, OR DAMAGE. NO CLAIM MAY BE ASSERTED BY YOU AGAINST GROW WELL MORE THAN TWELVE (12) MONTHS AFTER THE EARLIER DATE OF: (A) THE CAUSE OF ACTION UNDERLYING SUCH CLAIM; AND (B) THE TERMINATION OR EXPIRATION OF THESE TERMS AND YOUR USE OF THE SERVICE. NOTHING SET FORTH IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN IS PERMITTED BY APPLICABLE LAW.Â
11. WAIVER; SEVERABILITY
You agree our failure to enforce any right or provision of these Terms will not be deemed a waiver of any such right or provision. In the event that a provision of these Terms is held to be invalid or unenforceable for any reason, then that provision will be limited to the minimum extent necessary to uphold these Terms, and the remaining provisions of these Terms will remain in full force and effect.
12. Â INDEMNIFICATION
At your sole cost and expense, you hereby agree to defend and hold harmless Grow Well and its affiliates, subsidiaries, officers, managers, members, employees, consultants, representatives, agents, successors and assigns (the â€œIndemniteesâ€) in any action or claim, and to indemnify Grow Well and the Indemnitees from and against any and all losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneysâ€™ fees) (collectively, â€œClaimsâ€) arising from such action or claim and related to: (a) your breach of any term, condition, representation or warranty set forth in these Terms; (b) a Third Party Interaction; (c) your infringement or misappropriation of any intellectual property, privacy or other rights of any third party; (d) any User Content Published by you or through your Account;xzÂ and/or (d) your violation of applicable law. Grow Well reserves the right, at your expense, to assume the exclusive defense and control of any Claim for which you are required to indemnify us, and you agree to cooperate with our defense of this Claim. We will use reasonable efforts to notify you of any Claim upon becoming aware of it.
13. Â TERM AND TERMINATION
These Terms will commence on the earlier of the date you register for an Account or you begin using the Service and will terminate on the earlier of the date that: (a) your Account is terminated; (b) you breach any term or condition, or any representation or warranty set forth in these Terms; or (c) we stop offering the Service at any time either permanently or temporarily or revoke your right to use the Service at any time. Upon termination of these Terms, all licenses and other rights granted to you in these Terms will immediately cease. The provisions of these Terms that by their nature and context are intended to survive the performance and termination of this Terms, will survive the termination of these Terms.
14. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms are governed by, and interpreted in accordance with, the laws of the State of North Carolina except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. Any dispute or controversy arising under, out of, or in connection with these Terms shall be resolved by binding arbitration under then current Commercial Rules of the American Arbitration Association (including the expedited procedures and optional rules for emergency measures of protection thereunder) before a single arbitrator. Any such arbitration shall be conducted in Orange County, North Carolina. Judgment upon any award may be entered in any court of competent jurisdiction. The arbitrator shall be designated by mutual agreement of the parties hereto or, if the parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The decision of the arbitrator shall be binding and conclusive upon the parties. Notwithstanding the foregoing, Grow Well shall have the right to seek injunctive relief or other equitable or legal remedies in a court of competent jurisdiction in the State of North Carolina, to which jurisdiction, for such purpose, you hereby irrevocably consent. If you bring a legal action or claim against us in contravention of this Section 14, you agree you will reimburse us for our costs and expenses incurred in connection with contesting such action or claim; provided that we notified you in writing of the improperly filed claim, and you failed to promptly withdraw the claim.
15. FORCE MAJEURE
We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, without limitation, any failure to perform hereunder due to unforeseen circumstances such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.