Terms & Conditions

Last revised on June 6, 2019

Welcome to the Grō service (the “Service”, as defined in Section 1). We hope you will have a terrific experience as part of our community. Please review these Terms of Service thoroughly before commencing use of our Service.

In these Terms of Service, “Grō” means Gro Holdings LLC, a Delaware limited liability company, that provides services under the names Grō, and gro.academy (hereinafter, “Grō” or the “Company”). We provide such services to you subject to the following conditions. Before you may use the Service, you must read and accept all of the terms and conditions in, and linked to, these Terms of Service (“TOS” or “Terms”) and the linked Privacy Policy, which are incorporated into and made part of these Terms. These Terms are applicable regardless of whether you are accessing the Service through the Internet, our website, our mobile applications, or otherwise. We strongly advise that in addition to reading the TOS, you also access and read the linked information. Except as explicitly set forth herein, if the TOS conflict with any other documents or agreements, the TOS will control for the purposes of usage of the Service. If you do not agree to be bound by these TOS and the Privacy Policy, you may not use the Service in any way—regardless of whether you choose to register as a Member or user of the Service.  

Users of the Service may register only if they are 18 years or older, have properly paid for and registered with the Service in accordance with these Terms, and have not been previously suspended or removed by Grō for any reason (each such registered user referred to as a “Member”). By becoming a Member, you represent and warrant that you are of legal age. If you do not meet the above qualifications, or if your use of the Service or Membership is prohibited by the laws of the United States or other applicable jurisdiction, you may not use the Service.

These Terms constitute an electronic contract between you and Grō. By accessing or using the Service, you indicate your unconditional acceptance of these Terms. Please review these Terms carefully, including the arbitration provision in Section 16, which describes how disputes will be resolved between us, and that no class actions may be brought under these Terms. We reserve the right, in our sole discretion, to update or revise these Terms of Service. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes, even if you choose not to review such changes.

1. Description of Services.

Grō provides access to business planning tools, resources, and advice to help guide users through the process of starting a business. Collectively, all of these services are referred to in these TOS as the “Service” or “Services”. You are responsible for obtaining access to the Service, and paying any third-party fees, such as Internet service provider or airtime charges, that may apply to obtain such access (including fees associated with conveying and displaying any advertising to you). In addition, you must provide and are responsible for all equipment necessary to access the Service. While we do our best to provide many of the services essential to startups, our Services are not comprehensive, and other service providers may be advisable or necessary for your business.

Note that all content and information on the Service are for informational purposes only, and are not intended as a replacement for advice from competent professional advisors, such as attorneys, accountants, and tax advisors. Documents and templates provided through our Services have not been audited by us—they may not reflect recent updates to best practices, laws, and regulations, and you agree not to hold us responsible for any damages or expenses resulting from your reliance on any such documents. You and other Members are fully responsible for the final product(s) and output(s) resulting from our Services, and you agree not to hold us responsible for any damages or expenses resulting from your reliance on any such product(s) or output(s). By using the Service, you acknowledge that our goal is to provide awareness, direction, and examples of the general business startup process, but that our Services are not comprehensive and are not a replacement for utilizing your own good judgment and consultation with professional advisors. YOU RELY ON ANY SITE CONTENT, INFORMATION, OR ADVICE PROVIDED ON THE SERVICE AT YOUR OWN RISK. Please read this entire document for more information on Grō’s limitations on liability in regards to Service content, and on the ways your use of the Service limits your rights to sue Grō and its affiliates in court.

2. Use of the Service.

(a) Membership Fees.

(i) Free service. First-time users may sign up for a free 12-month membership, if then available, at gro.academy. Users opting for the free membership will have limited access to the site and the Services.  There is no membership fee required for this free service, no obligation to purchase any services or products, and you need not provide a credit card or other payment at the time of initiating your free membership. By using the free membership service, you agree that we may market products and services to you through such service, including Grō Academy course, other Grō offerings, and third-party offerings (provided, however, that by marketing such products and/or services to you, we place you under no obligation to make any purchase(s)). Free memberships may be cancelled by you or us at any time, without obligation or responsibility by either party.  In particular, and without limiting any other provision of these TOS, you agree not to hold us liable to any harm caused by the cancellation, diminution, unavailability, or discontinuation of any free Service.

(ii) Subscription. A subscription to membership in the Gro Academy may be purchased online. In order to sign up for the Gro Academy, you must provide a valid credit or debit card at the time of sign-up. By providing such debit or credit card information, you authorize us to charge your credit card $29 for an initial 30-day access period. This fee is automatically rebilled every 30 days. You may cancel in accordance with these Terms. You must cancel the Service 3 days prior to your next 30 day billing cycle online in your account (U.S. Eastern Time). After cancellation, you will not have access to any information that you may have submitted to your  account, although we reserve the right to retain or remove any information you provide in accordance with these Terms and our Privacy Policy.

[OR]  A subscription to membership in the Gro Academy may be purchased online. In order to sign up for the Gro Academy, you must provide a valid credit or debit card at the time of sign-up. By providing such debit or credit card information, you authorize us to charge your credit card $199 for a 12-month full membership with full access to the Grō Academy.  After your 12-month membership has expired, your membership will continue on a monthly basis for $29.00 per month, to be automatically rebilled every 30 days. You may cancel in accordance with these Terms. You must cancel the Service 3 days prior to your next 30 day billing cycle online in your account (U.S. Eastern Time). After cancellation, you will not have access to any information that you may have submitted to your  account, although we reserve the right to retain or remove any information you provide in accordance with these Terms and our Privacy Policy.

(iii) Subsequent Membership Extensions. Grō is set up as a community with resources and a self-paced startup roadmap and is renewed each month as long as you choose to remain a member and access all of the benefits and features of the Gro Academy, including remaining in the Grō community, accessing the community message board and retaining access to your account and related documents. Once monthly membership has been set up, you will be charged the monthly fee every 30 days, but remember: after you set up the automatic renewal or continuous service, you will be allowed to terminate the automatic renewal or continuous service exclusively online—you need not call, mail, e-mail, or fax us in order to cancel your month-to-month membership.

(iv) Excess Storage Fees. If you upload files and other data to our site in amounts that exceed the average Member’s data usage, we reserve the right to charge a fee for such excess file storage usage. We will notify you prior to billing you for any such data storage, giving you the opportunity to reduce your data storage to normal levels. In any such notification, we will let you know the amount of the excess data storage fee and how that fee was calculated.

(v) Refunds. The free service period represents an opportunity for you to determine whether you believe the Services are right for you. Therefore, once payment for a paid subscription has been made (either an initial membership or extension) there are no automatic refunds, and refunds will be provided only in unusual circumstances in our sole discretion.

(vi) Changes and Discounts. We may occasionally provide discounts or membership period extensions, and we may adjust the standard membership fee or subscription period from time to time, all in our sole discretion—in either case, no refunds will be provided to any Member who has previously purchased a membership at the previous or non-discounted price.

(b) Limited License; Consent to Email Communications.

Grō grants you a limited license to access and make personal use of the Service. You may not use the Service for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity, activity that is competitive in any manner to Grō, or other activity which infringes on the rights of Grō or others. Once you complete and submit your registration, you have opted in to receive email communications from Grō (including notifications, offers, promotions, and newsletters), unless and until you affirmatively opt out of such communications under the terms of the Privacy Policy.

(c) Prohibited Uses.

Notwithstanding any other rights or restrictions in these Terms of Service, you may not use this Service to: (i) transmit via or through the Service any information, data, text, images, files, links, or software except in connection with your authorized use of this Service or otherwise in response to specific requests for information by us; (ii) introduce to the Service or any other computer or website viruses, worms, Trojan horses and/or any kind of harmful code; (iii) obtain unauthorized access to any computer system; (iv) impersonate any other person, including but not limited to, a registered user of this Service or an employee of Grō; (v) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (vi) misrepresent the identity of a user or use a false e-mail address; (vii) tamper with or obtain access to this Service or any component of this Service; (viii) conduct fraudulent activities; (ix) collect or harvest information regarding other users of the Service for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail; (x) copy or publish any information, articles, or other content that appears on the Service without the written consent of Grō; (xi) download or copy account information for the benefit of another vendor or any other third party; (xii) commit any action that imposes or may impose (in Grō’s sole discretion) an unreasonable or disproportionately large load on Grō’s infrastructure; (xiii) engage in any activity for personal commercial gain (such as selling a status update or review to a business) or (xiv) use data mining techniques, robots, or similar data gathering and extraction tools.

You may not bypass any measures used by Grō to prevent or restrict access to the Service. Any unauthorized use by you shall terminate the permission or license granted to you by Grō.

(d) Responsibility For Member Account.

You are responsible for maintaining the confidentiality of your account, including your username and password. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security. Because of this, we strongly advise that if you are logged in as a Member, you exit or “log out” from your account at the end of each session.

3. Membership Eligibility.

(a) Accuracy of Account.

You agree to provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form and other forms on the Service or as otherwise provided by Grō. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or if Grō has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Grō has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Grō reserves the right to refuse service, terminate accounts, or remove or edit content in its sole discretion.

(b) No Circumvention of Ban; No Transfer of Account.

If an account is cancelled upon any violation of any of these Terms of Service or the Privacy Policy, then (a) no refunds shall be made, and (b) the user whose account was cancelled may not set up or use any other account to access the Services (even if such other account was set up by that user). Additionally, users are prohibited from selling, trading, or otherwise transferring any Grō account to, or sharing any such account with, another party.

4. Proprietary Rights.

(a) Grō’s Proprietary Rights in General.

Excluding Service User Content, you acknowledge and agree that the content, software, materials and other components (including but not limited to our logos, graphics, videos, music, button icons, and page headers) available on the Service are the highly valuable property of Grō and/or its affiliates, subsidiaries, or licensors and are protected by patents, copyrights, trademarks, service marks, trade secrets, or other proprietary rights and laws. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any content or materials on the Service (including software and code), without the express written permission of Grō.

(b) Grō’s Website Content.

Excluding Service User Content, the website, gro.academy, includes content (“Website Content”) such as, but not limited to, text, graphics, displays, images, video, audio, button icons, page headers, information, studies, protocols, data sets, publications, events, reports, the design, selection and arrangement of gro.acadamy, and various other forms of media, provided by Grō and/or one or more third party partners and/or licensors.  In addition, the Website Content may include various forms of intellectual property, including trademarks, copyrighted information, patented information, database structures and content, logos, URLs, domain names, text, designs, pages, print screens, images, artwork, photographs, auto and video clips, and HTML code, source code, program code or software.

You agree and acknowledge that the Website Content is owned by Grō and/or its licensors, and that your use of the Service does not grant you any rights, including ownership or use outside of the Service, in the Website Content.

(c) Grō’s Intellectual Property Rights and User License.

Except where expressly stated otherwise, the Service and Website Content are protected by applicable intellectual property law, including patent, copyright, trademark, trade secret and other intellectual property or proprietary rights and laws.

Solely, as permitted by these Terms, Grō grants to you a limited, revocable, conditional, non-exclusive, non-transferable, non-sub-licensable license to view or interact with the Service and Website Content.  This license granted to you is expressly conditioned on your preexisting

agreement to comply with, and your actual compliance with, each of the provisions of these Terms, and exists only so long as you strictly agree and comply with these Terms.

Any use of the Service or Website Content by you, or anyone acting on your behalf that posts or transmits Prohibited Content (as defined below) violates and/or exceeds the scope of the license granted to you herein, and may constitute unauthorized use, reproduction, display, or creation of unauthorized derivative versions of the Service and Website Content, which infringes legal rights of Grō and/or its partners.

(d) Grō’s Trademark Rights. “Grō”, “gro.academy”, “Always Hustling”, and all related names, logos, product and service names, designs and slogans are trademarks of Grō or Grō Affiliates. You must not use such marks without the prior written permission of Grō.

(e) Proprietary Rights of Third Parties. 

All trademarks and copyrighted materials not owned by Grō that appear on the Service are the property of their respective owners. Use of the content and materials for any purpose not expressly permitted in these Terms of Service is prohibited. We are not liable for any infringement or misappropriation of patents, copyrights, trademarks, trade dress, trade secrets, or other proprietary or intellectual property rights arising out of content posted on or transmitted through the Service by Service Users or Grō Affiliates.

5. Copyright; DMCA Procedures.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that any materials on this Service infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative, and must:

(a) identify the copyrighted work that you believe to be infringed, including a description of the work and any registration number;

(a) identify the allegedly infringing materials, including a description of the material;

(b) indicate where on the Service the infringing materials are located, including the URL or any other pertinent information that would allow the material to be located;

(c) provide your name and contact information, including an address, telephone number and e-mail address if available;

(d) state that you have a good faith belief that the materials are infringing;

(e) state that the information in your claim is accurate; and

(f) indicate that “under penalty of perjury” you are the lawful copyright owner or are authorized to act on the owner’s behalf.

If you believe that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send this Service a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov for further information. Our contact for copyright issues relating to this Service (including the notices and counter-notices) is: support@gro.academy. Please note that there are penalties for false claims under the DMCA.

6. Content Submitted By Service Users

(a) Responsibility For and Treatment Of Content.

The Service provides Service Users (a designation that includes “Members” as well as anyone who uses the Service without becoming a Member) the ability to send messages and post information, documents, and pictures on their profile and in other areas of the Service. By accessing the Service, you acknowledge that you are solely responsible for your profile, messages, photos, notes, text, information, opinions, ideas and any other content you post, upload, submit, publish, or display (hereinafter “post”) on or through the Service, or transmit to or share with other Service Users (collectively, the “Service User Content” or “Content”). Any Service User Content that is posted will not be treated as confidential. Grō has the right, but not the obligation, to monitor and decline, edit, or remove (without notice or liability) all or any portion of any Service User Content for any reason or no reason. In particular, Grō may remove any Service User Content that it believes, in its sole discretion, violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Service Users. If Grō chooses at any time, in its sole discretion, to monitor Service User Content, it still has no responsibility for the Service User Content or for the conduct of the Service User posting Service User Content or to edit or remove any Service User Content, except in compliance with Section 15 below. Grō reserves the right at any time in its sole discretion to block use from certain IP addresses in order to protect the integrity of the Service.

You agree to only post, upload, or send media (such as photos, logos, images, videos or audio) through the Service that you have taken yourself or that you have all rights to transmit and license and which do not violate patent, copyright, trademark, trade secret, privacy or any other rights of any other person or entity.  By uploading or transmitting any media through the Service, you warrant that you have permission from all persons appearing in your media for you to make this contribution and grant rights to Grō, as described herein.

(b) Prohibited Content.

You agree not to use the Service to post Service User Content or transmit to any person anything containing: (i) libelous or otherwise unlawful, abusive, sexually oriented, racially offensive, threatening, harassing, obscene or illegal material; (ii) advertisements of any kind; (iii) personal information (such as social security numbers, addresses, last names, phone numbers, email addresses, URLs, etc.); (iv) confidential information of Grō, its subsidiaries, or affiliates;

(v) any chain letters, pyramid schemes, spam, contests, or promotional material; (vi) messages that offer unauthorized downloads or copying of any copyrighted or private information; (vii) material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity); and (viii) any information similar or related to the foregoing (all of which is “Prohibited Content”).

The following is a partial list of the kind of Prohibited Content that is illegal or prohibited on the Service. Grō reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Content or communication from the Service and terminating the membership of such violators. It includes, but is not limited to, Content that:

  • is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • harasses or advocates harassment of another person;
  • involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming”;
  • promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  • promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, providing pirated images, audio or video, or links to pirated images, audio or video files, or copying text from another;
  • misrepresents you or your business as being sponsored, affiliated, or connected with a third party, whether through trademark use or other means;
  • uses the trademark, logo, slogan, or trade name of a third party in a way that causes consumer confusion without permission from the third party;
  • contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
  • provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
  • provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
  • solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and
  • engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
(c) Legality and Accuracy of Content.
Your use of the Service, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations. You agree not to provide inaccurate, misleading or false information to Grō or to any Service User. If information provided to Grō, or another Service User, subsequently becomes inaccurate, misleading or false, you agree to promptly notify Grō of such change.  
 
(d) Advertising and Solicitation Strictly Prohibited.
You may not engage in advertising to, or solicitation of, other Service Users. This includes but is not limited to solicitation or advertising to buy or sell any products or services through the Service, or invitations to attend parties or other social functions or networking events for commercial purposes or any other purpose that could be deemed competitive to Grō’s Services. You may not transmit any chain letters or junk email to other Service Users. Although Grō cannot monitor the conduct of its Service Users outside of the Service, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Service User without their prior explicit consent. In order to protect our Service Users from such advertising or solicitation, we reserve the right to restrict the number of emails which a Service User may send to other Service Users in any 24-hour period to a number which we deem appropriate in our sole discretion.
 
If you breach the terms of this subsection and send or post unsolicited bulk email, “spam” or any other unsolicited communications for commercial purposes or any other purpose that could be deemed competitive to Grō’s Services through the Services, you acknowledge that you will have caused substantial harm to Grō, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Grō US$50.00 for each such unsolicited communication you send through the Services.
 
(e) Grant of License by You.
By posting Content to any public area of Grō, you automatically grant, and you represent and warrant that you have the right to grant, to Grō, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your content by Grō will not infringe or violate the rights of any third party, and that any Content you provide will not include or attach anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in the foregoing paragraph.

UNDER NO CIRCUMSTANCE SHALL ANY DISCLOSURE OF ANY SITE USER CONTENT TO GRŌ BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION OR ATTRIBUTION. BY SUBMITTING ANY SITE USER CONTENT TO OR THROUGH GRŌ, YOU REPRESENT AND WARRANT THAT ALL YOUR SITE USER CONTENT WILL NOT VIOLATE ANY RIGHT OF ANY THIRD PARTY, INCLUDING PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, PRIVACY, OR OTHER PERSONAL OR PROPRIETARY RIGHTS. YOU REPRESENT AND WARRANT THAT NO SITE USER CONTENT WILL BE OR CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL, ABUSIVE, OR OBSCENE MATERIAL. YOU ARE AND SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR SITE USER CONTENT. YOU REPRESENT AND WARRANT TO GRŌ THAT GRŌ IS FREE TO USE THE SITE USER CONTENT, EITHER AS SUBMITTED OR AS EDITED BY GRŌ, AND IMPLEMENT ANY SUGGESTIONS CONTAINED THEREIN, IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY GRŌ, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY AND WITHOUT ANY COMPENSATION TO YOU.

7. Grō Affiliates.

(a) The Grō Affiliates.
From time to time, Grō may enter into agreements with incubators, advisors, co-working spaces, and other service providers. Such persons and entities are referred to herein as “Grō Affiliates”, and their liability is limited as described below. Service Users rely on content provided by Grō Affiliates at their own risk, as described below.
 
(b) No Affiliation In Absence of Agreement.
Notwithstanding the foregoing paragraph, Grō is not affiliated with websites or third parties that sell or advertise our services or provides services without a written agreement with us. Grō reserves the right to void all service policies, return policies, and other policies for orders and Grō products or services that were obtained through unauthorized parties. Grō is not responsible for any representations by unauthorized parties.
 

8. Additional Terms and Conditions.

Additional terms and conditions may apply to specific portions of or products on the Service or your membership, which terms are made part of these Terms of Service by reference. You agree to abide by such other terms and conditions. Other agreements applicable to a specific portion of the Service may, by their explicit terms, partially supersede these Terms of Service; in such cases, the provisions of the other agreement will prevail, but only to the extent explicitly stated therein.

9. Accuracy and Completeness of Content.

 (a) Inaccuracies and Errors.
Excluding Service User Content, the information on this Service is believed to be complete and reliable (subject to any disclaimers and waivers set forth in these Terms). However, the information may contain typographical errors and other errors or inaccuracies. We will use reasonable efforts to correct errors as soon as practicable. We reserve the right to: (i) correct any errors, inaccuracies, or omissions; and (ii) make changes to content or other information without obligation to issue any notice of such changes. Notwithstanding the foregoing, we are not responsible for inaccuracies contained in any information appearing on the Service.
 
(b) Content Not Replacement For Professional Advice.

Neither Grō, the Services, nor any Service User Content is or should be relied on as a substitute for legal, tax, or accounting advice. Neither Grō nor any of its affiliates shall be held responsible for your failure to consult with appropriate third-party advisors (including but not limited to lawyers, tax advisors, or accountants), and by using the Service, you expressly release Grō and its affiliates from all liability arising out of matters on which a reasonably prudent person would seek the advice of lawyers, tax advisors, accountants, or other appropriate third-party advisors, and agree not to sue Grō or any of its affiliates in connection with any such matters. The foregoing release and promise not to sue is in addition to any other similar releases contained in these Terms.

10. Links to Third-Party Websites; No Implied Endorsements.

This Service may contain links to other websites on the Internet. You acknowledge that we have no control over such websites and that we are not responsible for the accuracy, content, legality, or any other aspect of any linked website. Reference to any website, products, services, providers or other information by name, link, trade name, trademark or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof or any affiliation therewith by Grō.

11. Indemnification by You; No Third Party Beneficiaries.

By using this Service, you agree to indemnify, hold harmless, and defend Grō, its subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives, affiliates, and the Grō Affiliates (collectively, the “Grō Indemnities”) from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Service; (ii) your reliance upon any content or other information on this Service for any purpose; (iii) a dispute with a Service User; (iv) your breach of the Terms of Service; (v) your violation of any law or the rights of a third party; or (vi) your Service User Content. You agree to cooperate as fully as reasonably required in the defense of any claim. Grō reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the Grō Indemnities.

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.

12. Disclaimers.

(a) We Are Not Responsible for Content and Conduct of Others.

Grō is not and shall not be at any time responsible or liable for any loss or damage of any kind, including personal injury or death, (whether in tort, contract, or strict liability) arising out of or related to any Service User Content or any other content appearing on this site, or to any act or omission by Service Users of the Service, by Grō or by any third party or by any of the equipment or programming associated with or utilized by the Service. In particular, Grō is not responsible for the conduct, whether online or offline, of any user of the Service including any Member of the Service. Any content submitted by our Service Users or Grō Affiliates does not necessarily reflect the opinions or policies of Grō.

(b) We Are Not Responsible for Technical Errors.

Grō assumes no responsibility for any error, omission, interruption, delay, communications line failure, deletion, defect, delay in operation or transmission, theft or destruction or unauthorized access to, or alteration of, any Service User Content or other Service User communications. Grō is not responsible for any problems or technical malfunction of any telephone or cable network or lines, computer systems, servers or providers, computer equipment, software, failure of any email or other functions due to technical problems or traffic congestion on the Internet or on the Service, including any injury or damage to Service User’s or other person’s computer related to or resulting from participation on or through the Service.

(c) We Provide the Service and Services As-Is; No Warranty.

The Service, its content and all text, images, merchandise and other information on, accessible from or available through the Service are provided on an “as available” and “as is” basis without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non- infringement. Specifically, but without limitation, Grō does not warrant that: (i) the information available on the Service is free of errors; (ii) the functions contained on this site will be uninterrupted or free of errors; (iii) defects will be corrected; or (iv) the Service or the server(s) and other technology that makes it available will always function as intended or are free of viruses or other harmful components.

13. Limitation of Liability.

By accessing or using this Service, you accept unconditionally the following general and specific limitations of liability:
 
(a) You rely on content and the Service at your own risk.
Grō does not (i) guarantee the accuracy, completeness, suitability, or usefulness of any document, advice, or other information found on the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Service, including Grō employees, contractors, members, and/or founders. Under no circumstances shall Grō or its affiliates (including the Grō Affiliates and their employers and employees) be responsible for any loss or damage resulting from your reliance on information or other content posted on the Service or transmitted to or by Grō or any Service Users or third parties. This includes any loss or damage resulting from your reliance on information provided by Grō or Grō Affiliates in response to a question that you may have posed on or through the Service.
 
(b) You interact with other Service Users at your own risk.
The Service also provides a forum for interacting with other Service Users. You are solely responsible for your interactions with other Service Users or other individuals you encounter on or through the Service, whether on the Service or in person. You understand that Grō does not conduct criminal background checks on Service Users, nor do we otherwise inquire into the backgrounds of Service Users or attempt to verify the veracity of any statements made by its Service Users.
 
Grō makes no representations or warranties regarding the conduct of any Service User. Notwithstanding the foregoing, Grō reserves the right to use publicly-available records to conduct criminal background checks or otherwise screen Service Users at any time, using any legal means.
In no event shall Grō be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other registered users of the Service or other persons you meet through the Service. You agree to take all reasonable precautions in all interactions with other Service Users, especially if you decide to meet offline or in person. You acknowledge that you should not provide any personal or financial information (for example, credit card or bank account information) to other Service Users.
 
You understand that Grō makes no guarantees, either express or implied, regarding the applicability, accurateness, or suitability of any information provided through the Service.
 
IN NO EVENT SHALL GRŌ, ITS SUBSIDIARIES, DIVISIONS, OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE) ARISING OUT OF THE USE OF (OR INABILITY TO USE) THE SITE OR ANY INFORMATION CONTAINED THEREON OR TRANSMITTED, STORED, OR MAINTAINED BY GRŌ, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF GRŌ HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF GRŌ, ITS SUBSIDIARIES, OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO GRŌ IN CONNECTION WITH THE APPLICABLE SERVICE, GOOD, OR OTHER OFFERING GIVING RISE TO SUCH LIABILITY, OR, IF YOU HAVE NOT PAID GRŌ FOR THE USE OF ANY SUCH SERVICES, GOODS, OR OTHER OFFERING, THE AMOUNT OF US$25.00 OR ITS EQUIVALENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL GRŌ, ITS SUBSIDIARIES OR AFFILIATES (INCLUDING THE GRŌ AFFILIATES) OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF GRŌ.
YOU HEREBY ACKNOWLEDGE THAT THIS SECTION 12 APPLIES TO ALL CONTENT, SERVICES, AND PRODUCTS AVAILABLE THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN SUCH STATES SOME OR ALL OF THE ABOVE DISCLAIMERS OR EXCLUSIONS MAY NOT APPLY AND LIABILITY WILL INSTEAD BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
 

14. International Use.

We make no representation that information on this Service is appropriate or available for use outside the United States. Those who choose to access this Service from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
 

15. Term and Termination; Survival; Unavailability of Service.

(a) Term and Termination.
These Terms will remain in full force and effect from the first time that you access the Service and shall remain in effect in perpetuity. However, Grō retains the right to modify these Terms at any time, at which point the modified Terms shall supersede the previous Terms and the modified Terms shall remain in effect until perpetuity. We may, in our sole discretion, terminate or suspend your use or access to all or part of the Service or your account or membership, for any reason, including without limitation, breach of these Terms of Service. You may terminate your membership at any time, for any reason, by following the instructions on the Service on how to terminate your membership, or you may provide us with written notice using the email or postal address listed at the bottom of these Terms. If at any time, we notify you that your access to and/or use of the Service or your account is terminated, you must cease and desist from all such access and/or use immediately.
 
(b) Survival.
In the event these Terms of Service or your membership or account are terminated (whether by you or by us, and whether for cause or without cause) the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.
 
(c) Unavailability of Service.
We may alter, suspend, or discontinue this Service in whole or in part, at any time and for any reason, without notice or cost. In addition, the Service may be temporarily unavailable from time to time for maintenance or other reasons. You agree that Grō shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
 

16. Arbitration; Choice of Law and Forum.

(a) Arbitration Agreement; Waiver of Class Participation.
THE EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS (INCLUDING ANY ALLEGED BREACH THEREOF), THE SERVICE, OR THE SERVICE SHALL BE BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NY. The sole exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Grō in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, YOU MAY NOT UNDER ANY CIRCUMSTANCES COMMENCE OR MAINTAIN AGAINST GRŌ ANY CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
 
(b) Notice of Rights.
By using the Site or the Service in any way, you agree to the above arbitration agreement. In doing so, you give up your right to go to court to assert or defend any claims between you and Grō (except for matters that may be taken to small-claims court).
You also give up your right to participate in a class action or other class proceeding. Your rights will be determined by a neutral arbitrator, not a judge or jury. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Notwithstanding anything contained in these Terms of Service to the contrary, Grō shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in order to enforce our rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. You consent to the jurisdiction of such courts and irrevocably waive any objection, including without limitation any objection to the laying of venue or objection based on the grounds of forum non conveniens, which you may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction.
In addition, you expressly waive any right to a jury trial in any legal proceeding against Grō, its subsidiaries, divisions, or affiliates or their respective officers, directors, employees, agents, or successors under or related to these Terms of Service. Any claim or cause of action you have with respect to use of the Service must be commenced within one (1) year after the claim arises.
 
(c) Forum; Choice of Law.
For purposes of any actions or proceedings ancillary to arbitration, or in the event that a given controversy is held by a court of competent jurisdiction to be non-arbitrable, each of the parties hereto (i) irrevocably agrees that the state and federal courts located in New York, NY shall have sole and exclusive jurisdiction over any suit or other proceeding arising out of or based upon this Agreement, (ii) submits to the venue and jurisdiction of such courts, and (iii) irrevocably consents to personal jurisdiction by such courts.
 
These Terms of Service and any dispute of any sort that might arise between you and Grō or its subsidiaries, divisions, or affiliates shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles, as it is applied to agreements entered into and performed therein.
 

17. Miscellaneous.

(a) Entire Agreement.
Unless otherwise specified herein, these Terms of Service, together with the Privacy Policy and any other policies explicitly incorporated hereto, constitute the entire agreement between you and Grō with respect to the Service and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Grō with respect to the Service.
 
(b) Severability.
If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
 
(c) Waiver.
The failure of Grō to act with respect to a breach by you or others does not waive Grō’s right to act with respect to subsequent or similar breaches. Grō’s failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
 
(d) Assignment.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Grō without restriction.
 
(e) Headings.
The section headings contained in these Terms of Service are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Service.
 

18. Definitions.

In these Terms of Service, the terms “we”, “us”, “our” and other similar references mean Grō and Grō.com. The terms “you”, “your” and other similar references mean a specific Service User (both Members and non-Members) of the Grō site.
 

19. When We Make Changes To These Terms.

Grō may, at our sole discretion, alter these Terms from time to time to provide enhancements and updates. When we do so, we will provide notice of those changes within a reasonable amount of time to the e-mail address you provided when you signed up for our services, as well as on this page. Your continued use of Grō following notice of any such revisions will constitute your acknowledgment and acceptance of the new terms, and your agreement to continue to be bound by these Terms of Service, as amended.
 
If you would like to receive a copy of these Terms in non-electronic format, please send a letter and a self-addressed stamped envelope to the address given below, or send a request to support@gro.academy.
 

20. Contacting Us.

If you have any questions or concerns about this Privacy Policy, please contact us at success@gro.academy or at:

Grō Holdings LLC
712 Fifth Avenue, 14th Floor
New York, NY 10019

Historical Modifications

January 25, 2019: Initial version posted

June 6, 2019: Revised version posted to include terms for free services and other modifications