Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the applicable Order Form, Appendix, or elsewhere in this Agreement.
Customers and their authorized users are granted a limited, non-exclusive, non-transferable right to access and use the subscribed services during the subscription term, subject to the terms and conditions of this Agreement. All users must be at least eighteen (18) years of age.
Growlink may offer optional enhancements, modules, or add-on services for additional fees. Add-ons are governed by this Agreement unless otherwise stated in writing.
Growlink may update, modify, or enhance its services from time to time without materially reducing the core functionality of subscribed services during a paid subscription term, except where changes are required to comply with applicable law or regulation, or for beta or free services.
Technical support is provided in accordance with the applicable Order Form, support plan, or Growlink's published support documentation.
Customers must use the services in compliance with all applicable laws, regulations, and Growlink's Acceptable Use Policy. Customers are responsible for ensuring that their authorized users also comply with these requirements.
Fees for subscribed services are specified in the applicable Order Form. Customers are responsible for paying any overages or excess usage charges incurred beyond plan limits, including but not limited to additional users, devices, sensors, data usage, and SMS messaging.
Subscriptions automatically renew for successive terms of equal or lesser duration unless otherwise specified in the Order Form or unless terminated in accordance with this Agreement. Growlink will provide at least sixty (60) days' prior written notice of any fee increases applicable at the time of renewal.
Fees are due and payable in advance unless otherwise stated in the applicable Order Form. All fees are non-refundable except as expressly provided in this Agreement. Growlink reserves the right to suspend or limit access to the services in the event of non-payment.
The initial subscription term is specified in the applicable Order Form. Subscriptions automatically renew unless terminated in accordance with this Agreement.
Customers may terminate their subscription by disabling auto-renewal or following the cancellation procedures specified by Growlink. Early termination does not entitle the customer to a refund of prepaid fees unless expressly agreed in writing.
Either party may terminate this Agreement upon thirty (30) days' written notice if the other party commits a material breach that remains uncured at the end of the notice period.
Growlink may suspend access to the services immediately if the customer violates this Agreement, poses a security or legal risk, or fails to make timely payment of fees due.
Customer retains all right, title, and interest in and to customer data submitted to or generated through the services. Growlink shall use customer data solely to provide, maintain, support, and improve the services as described in this Agreement.
Growlink maintains reasonable administrative, technical, and organizational safeguards to protect customer data, as described in Growlink's Privacy Policy and any applicable Data Processing Addendum.
Growlink may send necessary operational communications to customers via email, in-app notification, or SMS (where consent has been obtained). Operational messages include account notices, onboarding communications, support correspondence, and system alerts.
Marketing communications are optional. Customers may opt out of marketing messages at any time by following the instructions included in each communication.
By opting in to receive SMS messages from Growlink, recipients agree to receive account-related, alert, and support messages. Message and data rates may apply. Recipients may reply STOP to unsubscribe from SMS messages at any time, or reply HELP for assistance.
Growlink retains all right, title, and interest in and to the services, software, hardware designs, firmware, data models, algorithms, documentation, and all related intellectual property.
Customers shall not reverse engineer, decompile, or disassemble any part of the services; circumvent or disable any security features; develop competing products using Growlink technology; scrape, harvest, or extract data from the services; access undocumented or internal APIs; modify, adapt, or create derivative works of the services; or use unauthorized integration methods.
Customers shall not use the services for purposes of benchmarking, competitive analysis, or the development of products or services that compete with Growlink.
Access to the services via API is limited to documented, publicly available APIs. Access to undocumented or internal APIs is strictly prohibited.
Customers shall not modify, tamper with, disassemble, or extract firmware from Growlink hardware without prior written authorization from Growlink.
Customer data shall not be used to train, develop, or improve any machine learning or artificial intelligence model except with the express written permission of the customer.
Growlink may immediately suspend access to the services without prior notice in the event of a suspected violation of this Section.
The parties acknowledge that breaches of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy, and that Growlink shall be entitled to seek injunctive or equitable relief without the requirement of posting a bond or proving actual damages.
Each party agrees to maintain the confidentiality of the other party's confidential information and to use such information only as necessary for the performance of this Agreement.
Growlink may use customer's name and logo in customer lists, on its website, and in marketing materials unless customer opts out in writing.
Customer shall indemnify, defend, and hold harmless Growlink and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses arising from customer's misuse of the services, mishandling of data, violation of applicable laws, or breach of this Agreement.
The services are provided "as is" and "as available." Growlink disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability and fitness for a particular purpose. Growlink makes no guarantees regarding uninterrupted operation, accuracy of data, or any specific agricultural or financial outcomes.
Neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, crops, business opportunity, goodwill, or data, regardless of the theory of liability.
Growlink's total aggregate liability under this Agreement shall not exceed the total fees paid by the customer during the twelve (12) months immediately preceding the event giving rise to the claim.
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, unless otherwise specified in the applicable Order Form.
Growlink reserves the right to revise these Terms from time to time. Continued use of the services following any such revision constitutes acceptance of the updated Terms.
Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, network failures, or pandemics.
This Agreement, together with all applicable Order Forms, appendices, and policies incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof.
Customer may not assign this Agreement without Growlink's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets.
Provisions relating to fees, confidentiality, intellectual property, customer data, communications, indemnification, disclaimers, and limitation of liability shall survive the termination or expiration of this Agreement.