Terms of Use

Terms of Use

 

The following Terms of Use (hereinafter, these “Terms”) contain the rights and obligations of the various parties that make use of the Growcycle website and the services it provides, including, but not limited to, manufacturers, retailers, distributors, and consumers.

 

These Terms are a legally binding contract between Growcycle Group LLC, and any of its affiliates, (“Growcycle”, “us”, “we” or “our”), that own or otherwise control the website, Growcycle.com, or provide services related to the website, and you, including any successors and heirs the corporate entity you represent (hereinafter, collectively referred to as, “you” or “your).

 

In the event of a dispute, please carefully review the contents of Article 5, Section 4, which includes an arbitration clause and class action waiver mandating for you and Growcycle to resolve all disputes with each other on an individual basis through final and binding arbitration.

 

These Terms also bind the Additional Terms, Privacy Policy of Growcycle (hereinafter, the “Privacy Policy”) through incorporation by reference. The Privacy Policy  governs our collection and use of your personal information including registration data and other pertinent information.

 

You acknowledge that through your access or use of the Growcycle websites and any ancillary services, you consent to the collection and use (as set forth in the Privacy Policy of this information, including the transfer of information to the United States and/or other countries for storage, processing, and use by Growcycle.

 

Our Terms also contain provisions with regard to the scope of user eligibility and account access, disclaimers, and other provisions. Please review these terms carefully in their entirety.

ALL CANCELLATIONS REQUIRE A 30-DAY ADVANCE NOTICE

 

ARTICLE 1: ACCEPTANCE OF TERMS

 

By accessing, using, or downloading any of features or services provided on or through the Growcycle website, you hereby expressly acknowledge and agree to be bound by all of the terms and conditions of these Terms, the Additional Terms, and the Privacy Policy. If you do not accept and agree to these Terms, the Additional Terms, and/or the Privacy Policy, you will be denied access or use any of the services provided through the Growcycle website, including accessing the User Account (as explained below). If you violate any provision of these Terms, the Additional Terms, and/or the Privacy Policy, we have the right, in our sole discretion, to suspend, terminate, or otherwise modify your account as we deem fit.

 

We reserve the right to make changes from time to time to these Terms, the Additional Terms, or the Privacy Policy. Continued use of any of the Growcycle websites and its ancillary services, following these modifications shall constitute an acceptance of those changes and agreement to be bound by the terms and conditions of the modifications.

 

For all companies that are engaged with Growcycle for the advertisement and promotion of their products, services, retail endeavors, or any other commercial activities, you hereby expressly acknowledge, understand, and agree to the following:

1.     Exclusive Ownership: All content that you provide, contribute, or that is otherwise published, displayed, or incorporated on Growcycle – including product pages, images, text, graphics, logos, designs, and any other form of content – becomes the exclusive property of Growcycle Group LLC; 

2.      Transfer of Rights: You hereby transfer, assign, and convey to Growcycle Group LLC, all rights, title, and interest, including intellectual property rights, in and to such content; 

3.      Waiver: You waive any claims or rights of ownership, authorship, attribution, or any other rights that you might retain regarding the content's use, display, or distribution on Growcycle, Growcycle.com, or any affiliated platform; 

4.       Post-Termination Rights: You acknowledge and agree that, upon termination of your relationship with Growcycle , or any other subsidiaries or partners of Growcycle Group LLC, you shall not have the right to demand the removal, alteration, modification, or return of any content. This includes but is not limited to product listings and images, written descriptions, articles, advertisements, or any other content form; 

5.      Continued Display: Growcycle Group LLC retains the right to keep, display, use, modify, or republish any content on Growcycle, or any affiliated platform, even after the termination of your relationship with any of the associated entities.

 

ARTICLE 2: USER INTERACTION

 

Section 1 – User Eligibility

 

Unless otherwise excepted, the Growcycle website and its ancillary services are intended exclusively for and only available to individuals who are at least eighteen (18) years of age, as this is the required minimum age in many jurisdictions for willingly and knowingly entering into legally binding contracts. Please note that certain features of the Growcycle website and its ancillary services require you to be at least twenty-one (21) years of age in order to access and use those features.

 

Please review the pertinent Additional Terms, if any, for further information. For instance, you may be asked to verify that you are over the applicable age limit during your use of the Websites or Services and you hereby agree that you shall not misrepresent your age. Without limiting the foregoing, the Websites and Services are not available to minors or suspended members or users. You further represent that any party you invite to participate in any of the Websites or Services is also of legal age as described above, and agree not to invite participation from anyone not of legal age as described above.

 

If you are using the Websites or Services on behalf of a business, you represent that you have the authority to bind the business to these Terms, the Additional Terms, the Privacy Policy, and any other related or pertinent agreements. The applicable business agrees to hold harmless and indemnify Growcycle and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Websites or Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees. If you do not have such authority, you will be held individually liable for all actions taken under your user ID.

 

Section 2 – Consent to Electronic Communications

 

By accessing or using the Growcycle website and/or its ancillary services, you consent to receiving electronic communications from us. Our methods of communications may be in the form of, but not limited to, e-mail, text, in-app push notices, or by posting notices and messages on the Growcycle websites or through any of the services we provide. Further, you voluntarily and knowingly agree that all contracts, notices, disclosures, agreements, and other communications that are provided to you electronically are sufficient to meet the legal standard on communications that mandate for such communications to be in writing.

 

Section 3 – Review and Feedback Policy

 

Our platform provides an opportunity for customers to leave reviews and feedback. Transparency is key to maximize the likelihood of genuine reviews. Similarly, we are not going to tolerate behaviors that will run contrary to our policy of transparency and honesty.

 

In order to sustain our policy, we reserve the right to remove any content posted on or submitted through any of the Growcycle websites or ancillary services, particularly any content which violates these Terms, the Additional Terms, or the Privacy Policy. Growcycle is under no obligation to enforce these Terms, the Additional Terms, the Privacy Policy, or any of the Review Policies on your behalf against another user.

 

While Growcycle encourages for you to notify us when you have sufficient basis to conclude that another user has violated these Terms, the Additional Terms, the Privacy Policy, or any of our review policies and standards, any action that we take in response is solely at our own discretion.

 

 

ARTICLE 3: USER ACCOUNTS

 

Section 1 – Registration Process and Account Permissions

 

In order to have the ability to access or use our various features and services, you may be required to register and create a unique account for yourself or a business subject to the Growcycle website and services (hereinafter, “User Profile”).

 

By creating a User Profile, you agree to the following terms, conditions and covenants:

 

1.     You are at the age of majority based on the laws of your jurisdiction to enter into a legally binding contract;

2.     All activity subject to your account, including but not limited to, your login information such as your username and password,  is solely your responsibility even if the activity was not authorized by you;

3.     Your account is in good standing and has not been suspended or otherwise sanctioned;

4.     You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and will maintain and update it continuously and promptly to keep it accurate, current, and complete;

5.     You will not register a username (or email address) that is in conflict with another username, create another account unless we expressly authorize it, use confidential and protected information of others whether in profile creation or other activity;

6.     We reserve the right to reject the use of any password, username, or email address for any reason in our sole discretion;

7.     Your account is non-transferable and non-assignable and this information is deemed confidential and protected information which cannot be shared with anyone. This includes your user ID, password, API keys, menu embed code, or other credentials or access rights for the Growcycle website and its ancillary services, to any other person or entity. In the event such information is obtained by a third party, you will be solely responsible for taking the necessary steps in restricting access to your account so that others may not gain access to any of your confidential and protected information;  

8.     You will not post any defamatory, false, or misleading content in the form of reviews, posts, or other mediums;

9.     You will not engage in price manipulation or otherwise interfere with another user’s listings, reviews, and products and you will not take any action that may run in conflict with the Growcycle website feedback or ratings systems;

10.  You will not use any methods that will put the Growcycle website at peril, including but not limited to, its servers, networks, and robot exclusion headers, nor will you use any other tactics such as robots, spiders, scrapers, or surveys, and other automated mediums to adversely affect the Growcycle website;

11.  You will not utilize the Weeedbates website or its ancillary services for the purpose of creating and building a competitive website or service;

12.  You will not assist any third party with any prohibited conduct above.

 

Growcycle does not vet each User Profile in order to determine authenticity. As such, Growcycle is not responsible for any unauthorized User Profile that may appear on its platforms. If you believe that any User Profile listed on the Growcycle website is unauthorized, fraudulent, or otherwise improper, false or misleading, please send an email to [email protected]

 

Section 2 – User Settings

 

You may be able to set preferences on your User Profile, but such changes may take time to sync on the front-end of your User Profile. Growcycle is not liable or otherwise responsible for any issues that may arise on your User Profile.

 

Section 3 – Our Right To Terminate Your Account

 

Under certain circumstances, we reserve the right to suspend or terminate your account without prior notice. These reasons may include actions or inactions taken on your part including, but not limited to, failure of payment for services, violation of these or other Terms, or due to external circumstances such as technical difficulties or requests from governmental bodies or agencies.

 

As a result, you will be denied access to our website and its ancillary services and may be asked to take certain steps in order to remedy the reasons for which your account was suspended or terminated.

 

 

ARTICLE 4: DISCLAIMERS

 

By using the Growcycle website and its services, you expressly agree and acknowledge to the sections below.

 

Section 1 – Growcycle is Merely a Technology Platform

 

Growcycle is merely a technology platform and is not involved in the distribution chain of cannabis sales, other than providing third-party brands and retailers an opportunity to offer their products to consumers on its platform. Growcycle bears no responsibility or liability for products, statements, reviews, or other representations made by any third-party user, whether such assertions are made from a brand, cultivator, retailer, or consumer. 

 

Section 2 – Conflict with U.S. Federal Law

 

Under U.S. federal laws, manufacturing, distributing (including interstate transportation, which is a federal offense), dispensing, or possession of marijuana is illegal, and violators can be prosecuted to the extent of the law. Growcycle offers its services to the extent a U.S. state grants us the authority to offer our services in its state.

 

Section 3 – Potential Conflict with State Law

 

Cannabis may be illegal in your state whether in its entirety or otherwise limited for the following purposes: use, possession, cultivation, manufacturing, distribution, and retail.

 

Section 4 – Potential Conflict with Local Law

 

Given that various cities and other jurisdictions may have limitations or restrictions in the sale of cannabis, you assume full responsibility for complying with the laws of your locality when you are using the Growcycle website and its ancillary services.

 

Section 5 – Veracity of Claims and Representations  

 

None of the statements made on the Growcycle website have been evaluated, approved, or endorsed by the U.S. Food and Drug Administration (FDA) or any other regulatory agency. The information related to the products are for educational purposes only and are not meant to provide medical advice, nor are the listed products intended for curing or preventing medical conditions including illnesses and diseases. In the event of a pregnancy or other medical condition, we recommend that you consult with a physician before using any products seen on the Growcycle website.

 

Section 6 – General Disclaimers

Under no circumstances will we be liable for any loss or damage caused by (a) failed delivery or receipt of Content, your reliance on information from our Services, or information provided by another user or (b) by any use or misuse of any of our Services or any Item purchased from our Store.  It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services.

OUR SERVICES, ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES, AND ALL ITEMS PURCHASED FROM OUR STORE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. PLEASE REFER TO OUR PRIVACY POLICY FOR MORE.

A.  Scope of Service

We may change our Services at any time.  If you do not like our Services or these Terms, please let us know and provide constructive feedback by sending us an email at [email protected] We do not promise to make any changes that you suggest, and your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services at any time.

We may alter, suspend or discontinue our Services in whole or in part, at any time and for any reason, without notice.  Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.  In order to use our Services, you must have a computer or compatible mobile device with Internet access that can access our Site and/or receive Notifications.

When using our Services, your telecommunications carrier’s normal rates and charges apply.  We are not responsible for any charges you incur from your telecommunications carrier as a result of use of our Services.  You are responsible for ensuring that, at all times while using our Services, you are not in violation of your agreement with your telecommunications carrier.

B.  Electronic Communications; License to Use; Privacy Policy

The information communicated on the Site constitutes an electronic communication.  When you communicate with us through the Site or via other forms of electronic media, such as e-mail, you are communicating with us electronically.  You agree that we may communicate electronically and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

Subject to these Terms and any other agreement between you and us, we grant you a limited, personal, nonexclusive, nontransferable, non-sublicensable, revocable license to use our Services, in each case, solely in the manner enabled by us and for your personal, non-commercial purposes.  Your license to use our Services is automatically revoked if you violate these Terms.  From time to time, we may upgrade our Services or make improvements to our Services.   You agree that these Terms will apply to any such upgrades or improvements.  The foregoing license grant is not a sale of any of our Site or Notifications or a sale of a copy of our Site or Notifications, and we and our partners and suppliers retain all rights and interest in our Services.  Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.  We reserve all rights not expressly granted under these Terms.

Our Privacy Policy describes the collection, use and disclosure of data and information by us in connection with our Services.  The Privacy Policy, as may be updated by us from time to time in accordance with its terms, is hereby incorporated into these Terms, and you agree to the collection, use and disclosure practices set forth therein.

By using our Services, you consent to receiving communications from us as further described in the Privacy Policy.  Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices.  You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including written communications.

C.  Our Services

a)     Notifications.  From time to time, we may send you Notifications, which may provide news, alert you to certain benefits or upcoming merchandise, or confirm certain transactions.

b)     Purchasing Items from our Shop.  Our Services allow you to purchase Items from our Shop.  As further described below, there are certain restrictions on purchases from our Shop.

c)     Acknowledgement to Receive Email.  As a registered user of our Services, you agree to receive emails from us regarding our Services.  We may from time to time send you email messages with information about your use of our Services.  You may opt out from receiving certain emails by emailing [email protected] or electing to unsubscribe as may be provided in the applicable email correspondence.

As set forth in Article 2, Section 3, we reserve the right to alter, suspend or discontinue our Services or your access to our Services in whole or in part, at any time and for any reason, without notice.

D.  Fees; Additional Terms

We may charge upfront fees or monthly recurring fees in connection with your use of specified Services.  In all such cases, we will notify you of the amount of such fees and whether such fees are due on a one-time or recurring basis, before you opt-in to receive such Services.  You understand and agree that all payments received by us in connection with your use of any Services are non-refundable.

Additional terms may govern certain features or content on our Site, including but not limited to offers, prize draws, competitions, contests and sweepstakes.  By participating in any activity on our Site governed by additional terms, such as a prize draw, competition, contest or sweepstakes with Official Rules, you agree that you will be subject to those additional terms in addition to these Terms of Use.

E.  Login Credentials

In order to use some functionality of our Services, you will be required to register by providing certain information.  We may ask you to complete a registration form and create a user name and password (hereinafter referred to as “Login Credentials”).  During any such registration, you are required to give truthful contact information (such as name and email address) in accordance with these Terms.  You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations).  You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken.  We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.

We may enable you to login using a third party social networking service.  If we enable you to login using a third party social networking service, the terms in the previous paragraph remain binding.

All information that you provide through our Services is subject to our Privacy Policy, as may be in effect from time to time.  You are responsible for keeping your registration information up to date through your account page, to the extent such feature is made available on the Site.

F. Your Content; Our Content; Uploaded Content

We have created, or may create in the future, certain areas, such as message boards and chat rooms, within the Site where members can upload and share their thoughts, comments, product reviews, pictures, videos and the like with other members.  By displaying, publishing, or otherwise posting any content on or through our Website, you hereby grant us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use any Content that you submit to us, and you understand that we may allow any third party to use such Content as well.

Subject to these Terms and any other agreement between you and us, we hereby grant you a limited, personal, nontransferable, nonexclusive, non-sublicensable, revocable license to access and use Content available through our Services, solely for your personal and non-commercial use, and subject to any restrictions on certain types of Content set forth in these Terms.

You understand that the Content that is posted on our Services is used by you at your own risk.

We reserve the right to make changes to Content, descriptions or specifications of our Services, or other information without obligation to issue any notice of such changes.

Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed on our Site.

G.   Prohibited Conduct

As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or prohibited by these Terms.  You may not use our Services in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of our Services.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services.  You agree not to use false or misleading information in connection with your user account or impersonate any other person living or dead, and acknowledge that we reserve the right to disable any user account with a profile which we reasonably believe is false or misleading (including a profile that impersonates a third party).

In addition, you agree that you will not authorize or facilitate any attempt by another person to, use our Services to:

1. Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Growcycle Group LLC. 
2. Use a name or language that we, in our sole discretion, deem offensive.
3. Post defamatory statements.
4. Post hateful or offensive Content or Content that disparages any ethnic, racial, sexual, gender, religious, or other group.
5. Post Content that depicts or advocates the use of illegal drugs.
6. Post Content that characterizes violence as acceptable, glamorous or desirable.
7. Post Content which infringes another’s copyright, trademark or trade secret.
8. Post unsolicited advertising or unlawfully promote products or services.
9. Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity.
10. Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
11. Exploit children under 18 years of age.
12. Engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum.
13. Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
14. Solicit personal information from children under 13 years of age.
15. Create a false identity or impersonate another person or entity.
16. Encourage conduct that would constitute a criminal or civil offense.

We reserve the right to consider other conduct to be prohibited; the restrictions above are intended to be illustrative.

You agree not to, and will not permit any person or entity to: (i) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious, or negligent manner when using our Services; (iii) obtain unauthorized access to any computer system through our Services; (iv) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any Content; (v) introduce viruses, worms, Trojan horses and/or harmful code to our Services; or (vi) use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of our Services or any Content, except as permitted by our robots.txt file.

We reserve the right, without prior notice and in our sole discretion, to decide whether your use of our Services violates these Terms for any of the above reasons or for any other reason, and, if we do so, we may terminate your access to our Services.

H.  Intellectual Property Rights

You agree and acknowledge that the structure, organization and code used in conjunction with our Services are proprietary to us.  You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance or make derivative works of our Services or any Content available through the foregoing; or (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services.  You shall not sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms.

The trademarks, logos, and service marks displayed on the Growcycle website (collectively, the "Trademarks") are the registered and unregistered marks of Growcycle Group LLC, our affiliates, partners or licensors, in the United States and other countries.  Unless otherwise noted, all Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.  You may not use or display any other trademarks or service marks displayed on this Website without the permission of their owners.

Section 7 – Specific Disclaimers

A.  Links to Third Party Sites

Our Services may contain links to third party sites.  These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site.  Any third party site accessed from our Services is independent from us, and we have no control over the content of that site.  In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site.  Use of any third party site is subject to its terms of service and privacy policy (which is incorporated in our Terms of Use).  We suggest that you exercise caution and good judgment when using third party sites.

B.  Providers of Third Party Platforms

You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Growcycle; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.

C.  Limitation of Liability

(a)  Disclaimer.  IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY THIRD PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON, OR ANY USE OR MISUSE OF ANY ITEM PURCHASED FROM OUR STORE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

(b)  Limitation.  OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) $50.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, FOR THE SERVICES IN THE PRIOR TWELVE (12) MONTH PERIOD.

(c)  Exclusions.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

D.  Jurisdictional Issues

We make no representation that information on our Site, or any of our Services or Items, are appropriate or available for use outside the United States.  Those who choose to access our Services from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.  By using our Services, you consent to having any Content you provide, your Login Credentials and any personal information that you provide as part of the account creation process transferred to and processed in the United States subject to the restrictions on such data as provided in our Privacy Policy posted through our Site from time to time.

            E.  No Absolute Reliance on Product Descriptions

Owner attempts to describe the items available on the website as accurately as possible, and depict the most up-to-date product packaging available.  Owner does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that product packaging depicted on the site will exactly match the actual product that you receive.  We may use stock photography and artwork, for example, when representing people and their testimonials.  If a product described on the Website is not as described when you receive it, or the packaging on the site does not match the product you receive, your sole remedy is to return it to us in unused and undamaged condition in accordance with our Returns Policy, which is listed in the Site under Shipping & Returns.  

ARTICLE 5: MISCELLEANEOUS PROVISIONS

 

Section 1 – Indemnification

By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your provision of any Content, (ii) your use of our Services and/or (iii) any user or other third party’s use of any Content that you submit via our Services.  At our option, you agree to defend us from any such Claims.

Section 2 – Modifying and Terminating Service

We may terminate your access to our Services including access to our Growcycle website, in our sole discretion, for any reason and at any time, upon electronic notice to you at the email address provided by you at registration or that you subsequently update, or through a third party social networking service that you use to login.  You agree that we are not liable to you or any third party for any termination of your access to our Services.  We may change and update our Services from time to time.  We may add or remove features including without limitation making free services into paid services and vice versa.  We will give you appropriate advance notice about any major changes, although you understand that we may stop, suspend, or change our Services at any time without prior notice.  You may terminate these Terms at any time by ceasing to use our Services.  We will not be responsible for any harm or loss you may suffer as a result of such actions.

The foregoing and subsequent Sections of these Terms and any accrued obligations will survive any termination of these Terms.

Section 3 – Unsolicited Ideas and Feedback

We welcome your feedback, ideas and suggestions (collectively, “Suggestions”).  It is important to be aware of the following restrictions with regard to your Suggestions.  If you send us any Suggestions, you agree that: (1) your Suggestion(s) become our property and you are not owed any compensation in exchange; (2) none of the Suggestion(s) contain confidential or proprietary information of any third party; (3) we may use or redistribute Suggestion(s) for any purpose and in any way; (4) there is no obligation for us to review your Suggestion(s); and (5) we have no obligation to keep any Suggestions confidential.

Section 4 – Governing Law; Dispute Resolution

These Terms, and any dispute between you and us, shall be governed by the laws of the State of California without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below.  Unless you and we agree otherwise, in the event that Section 6 of Article 5, is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Arbitration Procedures (as defined below) or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Los Angeles, California, except that you or we are permitted (1) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (2) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (3) to seek enforcement of a judgment in any court having jurisdiction over the parties.  To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

Section 5 – Agreement to Arbitrate; Waiver of Class Action

Except if you opt out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (1)-(3) set forth in Article 5, Section 5, you and we agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, and/or our Privacy Policy(including any dispute regarding the interpretation, existence, validity, scope or enforceability of this Section, including, but not limited to, any claim that all or any part of this Section is void or voidable and any other challenge to the arbitrability of any dispute under these Terms, our Services, and/or our Privacy Policy) shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Los Angeles, California, U.S.A., under the Commercial Arbitration Rules of the American Arbitration Association (AAA), and you and we hereby expressly waive trial by jury.  You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party.  The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator).  All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction.  Notwithstanding, application may be made to any court for a judicial acceptance of the award or order of enforcement.  Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms, including, without limitation, the provisions of Section 3 of Article 3.

Any claims brought by you or us must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.  Neither you nor us will participate in a class action or class-wide arbitration for any claims covered by these Terms.  You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding.  You may bring claims only on your own behalf.

You may opt out of this Agreement To Arbitrate.  If you do so, neither you nor we can require the other to participate in an arbitration proceeding.  To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision.  The opt-out notice must state that you do not agree to the Agreement To Arbitrate and must include your name, address, phone number, your Delfina Skin account to which the opt-out applies and a clear statement that you want to opt out of this Agreement To Arbitrate.  You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement To Arbitrate. You must use this address to opt out:

Growcycle 1150 S Olive St Los Angeles, CA 90015

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the arbitration procedures described in this Section 5 of Article 5 (the “Arbitration Procedures”) (other than a change to any notice address or Site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change.  Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Site, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

In accordance with Article 5, Section 2, this arbitration section will survive the termination of your relationship with us.

Section 6 – Assignment and Delegation; Integration Clause; Severability

You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent.  These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns.  We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party.  These Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Site.  The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.  If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.  

Section 7 – Minors

Our Services are available only to, and may only be used by, individuals who are 18 years (or, if older, the minimum age for purchasing or using our products in your jurisdiction) and older and who can form legally binding contracts under applicable law.  If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at [email protected] and we will remove the account.

8.  For Additional Information

If you have any questions about these Terms, please contact us at: [email protected]