GroGuru Customer Terms of Service

Revised April 15, 2018

Our Contractual Relationship

Thank you for accessing GroGuru, the App (mobile and web versions) developed by GroGuru, Inc. (“We,” “Company,” or “Us”) to help growers track and view information from the soil sensors that we collect such as soil moisture, soil temperature and soil salinity.  We welcome you and hope you find our app and any related desktop platform or other related software or hardware (individually and collectively, the “App”) and our services, which include use of the App and our provision of service related to the App (“Services”), helpful and efficient.  These Terms of Service (“Agreement”) govern our legal relationship related to the Services, and they are a legally binding agreement.  We reserve the right to make amendments to this Agreement from time to time, and we will post the revised versions on the App when we do.  Amended terms become binding thirty days after they are posted on the App.

THE INFORMATION YOU RECEIVE AND MANAGE THROUGH THE APP, INCLUDING WITHOUT LIMITATION INFORMATION REGARDING SOIL MOISTURE, TEMPERATURE AND SALINITY, IS PROVIDED SOLELY AS A CONVENIENCE TO YOU.  COMPANY TAKES NO RESPONSIBILITY FOR THE ACCURACY OR USEFULNESS OF THE INFORMATION YOU RECEIVE, AND YOU ARE SOLELY RESPONSIBLE FOR THE USE OF THE INFORMATION.  THE COMPANY ALSO PROVIDES ALERTS WHEN CERTAIN THRESHOLDS ARE BREACHED. HOWEVER, THE COMPANY TAKES NO RESPONSBILITY FOR THE DELIVERY OF SUCH ALERTS .  YOU ACKNOWLEDGE THAT A GREATER DEGREE OF RESPONSIBILITY ON THE PART OF COMPANY WOULD REQUIRE SUBSTANTIALLY INCREASED FEES, AND YOU AGREE TO ACCEPT THE RESPONSIBILITY DESCRIBED IN THIS AGREEMENT.

We may post additional usage and conduct rules regarding the Services at www.groguru.com.  You are required to abide by those rules as if set forth in full in this Agreement.

 

Our Services and Process

• Our Services consist of collecting data from the soil sensors and pressure transducers and displaying this data. We also provide the ability to set thresholds and alerts. 
• Our Services also provide the ability to be alerted when the specified limits are breached. 

 

Restrictions on Use

By entering into this Agreement, you agree that you will not use the Services for any purpose prohibited by applicable laws, rules, or regulations.  

  

Our License

We grant to you a non-transferable, non-exclusive and revocable license to install and use the App on your device (“Device”) and to use the App according to the terms and conditions set forth in this Agreement. The App is licensed, not sold, to you. Except as expressly granted by this Agreement or otherwise by us or our licensors in writing, you acquire no right, title or license in the App or any data, software, content, application or materials accessed from or incorporated in the App. This Agreement does not give you any rights to any updates or upgrades to the App or to any maintenance releases, patches, fixes, extensions or enhancements (collectively, “Updates”) to the App developed by us or our suppliers or licensors at any time in the future. We may provide Updates and/or support in our absolute discretion. If provided by us, Updates may be delivered automatically, or you may be notified when a new Update is ready to be installed, or when we make such Updates available for download. You authorize us to deliver automatically or to force any Update if we believe it is necessary to provide for the continued functionality of the App or for any reasonable business purpose. We are not required to maintain legacy versions of the App, and therefore, forced Updates may be necessary.  Your use of the Updates will be governed by this Agreement unless you are asked to agree to new or additional terms at the time of download or installation. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new or modified version of the App.

 

Your License

When you use the App, the App will collect certain information about your use of the Services (“Usage Data”).  You grant to Company a non-exclusive, fully-assignable, royalty-free, and worldwide license to collect and store your Usage Data and to use your Usage Data for our legitimate business purposes, but never to sell your Usage Data to any third party, except in connection with the sale, merger, or acquisition of GroGuru, Inc. or of all or substantially all its assets, and except in an anonymized format that will not allow the identification of the Usage Data to you.  Upon your request, we will delete your user account, but we will retain Usage Data in an anomymized fashion that does not allow the use of any of your personally identifiable Usage Data. Other personal information that does not qualify as Usage Data shall be governed by the provisions of Company’s Privacy Policy.

 

Usage Rules and License Restrictions

You may not use the App for any purpose other than as set forth in this Agreement.  While we are not responsible for the things you do and say while using the App, if your use of the App does not conform to the purposes of the App, we may take action to prevent your misuse of the App, including suspending your account or terminating your use of the App completely.  We do not accept responsibility for any misuse of the App.

In addition to governing yourself in accordance with the usage rules, you also agree to the following license restrictions.  You agree: (a) to use the App solely for the purposes set forth in this Agreement; (b) to not install or use a copy of the App on a device that you do not own or control; (c) to not duplicate, copy or distribute the App, except as necessary to use it on your Device; (d) to not license, sell, rent, lease, lend, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the App or make the App available to any third party; (e) to not use the App for any fraudulent, unlawful or illegal activity, or in any way that could harm the App or impair anyone else’s use of it or a wireless network or to try to gain unauthorized access to any service, data, account or network by any means; (f) to not modify, translate, or create derivative works based on the App or disassemble, decompile or reverse engineer any part of the App, except and only to the extent that applicable law expressly permits, despite this limitation; (g) to not engage in any harassment, illegal discrimination, or any other offensive or illegal behavior; (h) to not work around any technical limitations in the App; and (i) to preserve all copyright and other proprietary rights notices on the App and all copies thereof.

 

Security

The information that the App collects may be stored locally on your Device and may be transmitted to our servers in countries of the European Union (“EU”), the United States (“U.S.”), and/or other countries where we or our service providers operate. The transmission of information over wireless and wired networks is not inherently secure. We use many tools to help protect your personal information against unauthorized access and disclosure. However, we do not guarantee that your personal information or private communications will always remain private when using the App.

 

 

 

Term and Termination

Your license to use the App is effective until we terminate it or until you uninstall the App.  In addition, your rights under this license will terminate automatically without notice to you if you fail to comply with any of the provisions of this Agreement. Entire value of annual software subscription will be billed upfront and will expire on Dec 31 of the same year. We reserve the right to suspend, discontinue, enhance, update or otherwise modify the App, or its availability to you, at any time without notice. Upon termination of the license to the App, you will cease all use of the App.

 

Credit Card Authorization and Payment

We use a third-party credit card processor to store and process credit card transactions.  By entering into this Agreement, you authorize us to charge your credit card for any of the services you order using the App.  If for any reason your credit card charge is reversed, you agree to pay our fees in the amount set forth above via other payment method reasonably acceptable to the parties.  If you successfully reverse charges made by a Service Provider, you will nevertheless be responsible for our fees in the amount they would have been had the charge of the Service Provider not been reversed.  Any unpaid amount shall accrue interest in the lesser of 12% per annum, accrued monthly, or the maximum amount allowed by law.

 

Warranty Disclaimer and Liability Limit

EXCEPT FOR WARRANTIES SET FORTH EXPRESSLY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY.  EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE.  GROGURU, INC. DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE APP OR THE SERVICES, OR AGAINST INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.  WE DO NOT WARRANT THAT THE APP OR THE SERVICES WILL BE ERROR-FREE, THAT THE INFORMATION THEY PROVIDE, TRACK, OR STORE WILL BE ACCURATE OR TIMELY, OR THAT OPERATION OF THE APP OR SERVICES WILL BE SECURE OR UNINTERRUPTED.

EXCEPT WITH REGARD TO OUR WILLFUL MISCONDUCT, NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, AND IN CONSIDERATION OF THE RELATIVE RISKS AND REWARDS, WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF WE ARE APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; NOR, EXCEPT FOR OUR WILLFUL ATTEMPTS TO HARM YOU, SHALL OUR TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF $500.00.

 

Release and Indemnity

Your use of the Services involves risks for which we cannot be responsible.  You are solely responsible to make decisions regarding your operations, actions, and inactions.  The App is provided for your convenience, but it is not designed for you to rely on the information it provides, develops, tracks, or stores.  For these reasons, you hereby release Company and its employees and agents from any and all liability arising out of your use of the Services, and you waive any claims against Company, its employees and agents, that may arise out of or be related to your use of the Services and the information the App provides, develops tracks, or stores.  You also agree to defend, indemnify, and hold Company, its employees and agents, harmless from and against any and all losses, damages, judgments, settlements, and other claims, including attorney fees and court costs, arising out of or related to (1) your breach of any of the provisions of this Agreement, including without limitation the usage rules, (2) your use of the App, (3) your negligent or intentional acts or omissions and (4) your conduct that is contrary to applicable law.  You agree, if we so request to appoint us as your agent for purposes of pursuing and managing any insurance claims arising out of or related to this Agreement.

 

Independent Contractor

You agree that nothing in this Agreement shall, or shall be deemed to, create any franchise or relationship of agency or employer/employee between Service Providers and us.  The parties are independent contractors and may not bind each other in any fashion without the express written consent of the other party.

 

Notices

Except as explicitly stated otherwise, legal notices will be served, with respect to Company, on Company’s registered agent, and, with respect to you, to the email address you provide to Company during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.

 

Governing Law and Jurisdiction  

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the United Nations Convention on the International Sales of Goods.  The parties hereby submit to the exclusive personal jurisdiction of the state and federal courts located in the State of California and waive any objections to jurisdiction therein that are based on forum non conveniens.

 

Severability 

If any provision of this Agreement, including without limitation the warranty disclaimer and liability limitation terms, shall be unlawful, void, or for any reason unenforceable, then the unenforceable or void portion of that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

 

Headings 

The headings used in this Agreement are for ease of reference only.  They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.

 

Entire Agreement 

This Agreement and any applicable terms agreed in a sign-up document, as each may be amended as set forth herein, are the entire agreement between you and Company relating to the subject matter herein.

 

Claims; Statute of Limitations 

YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

Attorney Fees  

In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.

 

Waiver 

No waiver of any of this Agreement by Company is binding unless authorized in writing by an executive officer of Company. In the event that Company waives a breach of any provision of this Agreement, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of this Agreement and will in no manner affect the right of Company to enforce the same at a later time.

 

Force Majeure  

Company will not be liable for, or be considered to be in breach of, or default under, this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control.

 

Survival  

All provisions of this Agreement, other than those entirely fulfilled within the term of the Agreement shall survive the expiration or earlier termination of this Agreement.  

 

Waiver of Jury Trial.  Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.