WeGrow Terms of Service

Last Updated: 4/19/2015

Welcome to the WeGrow, Inc. (“WeGrow”) website located at www.trygrowbot.com (the “Site”). Please read these Terms of Service (the “Terms”) and our Privacy Policy (www.trygrowbot.com/privacy) carefully because they govern your use of our Site and our service that allows you to solicit feedback and gather information from your employees to gain insights into employee and team performance, morale, strengths, and areas for improvement, which is accessible via our Site. To make these Terms easier to read, the Site and our services are collectively called the “Services.”

Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Payment

The payment and billing terms are set forth in the order form between you and WeGrow.

Pilot Program

You acknowledge and agrees that: (a) the Services are still in development by WeGrow; (b) the Services may not operate properly, be in final form or fully functional; (c) the Services may contain errors, design flaws or other problems; and (d) WeGrow is under no obligation to update or continue to develop the Services.

Who May Use the Services

Eligibility

You may use the Services only if you are 18 years or older and are not barred from using the Services under applicable law, and you have completed an order form with complete and accurate billing and contact information.

Registration and Your Information

If you want to use the Services you’ll have to create an account (“Account”). You can do this via the Site or through your account with certain third-party communication tools such as Slack (each, a “Third Party Account”). If you choose the Third Party Account option we’ll create your Account by extracting from your Third Party Account certain personal information such as your name and email address and other personal information that your privacy settings on the Third Party Account permit us to access.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at Jeremy@wegrow.co. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Privacy Policy

Please refer to our Privacy Policy (www.trygrowbot.com/privacy) for information on how we collect, use and disclose information from our users.

Content and Content Rights

For purposes of these Terms: (i) “Content” means text, graphics, images, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including data, analysis, and results created by WeGrow as part of the Services that is based on your User Content; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

WeGrow does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, WeGrow and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Rights in User Content Granted by You

You acknowledge and agree that in order to use the Services you and your employees will provide access to certain Third Party Accounts, such as Slack, Google Apps, Hipchat, Dropbox, and others, and in doing so, WeGrow will have access to you and your employees’ communications, regardless of whether such communications are related to the Services. Such communications may include trade secrets or other confidential or proprietary information about your business, employees, or other highly sensitive issues. Although we take security and privacy very seriously at WeGrow, WeGrow makes no warranty or guarantee to you regarding the security or confidentiality of any User Content.

By making any User Content available through Services you hereby grant to WeGrow a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders you authorize.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by WeGrow on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content upon termination of your use of the Services by sending a request to Jeremy@wegrow.co. However, your User Content (such as posts or comments you make) may not be  removed while you are signed up to use the Services, as the deletion of your User Data would interfere with our ability to perform the Services for you. Upon your request, we will use commercially reasonable efforts to remove your User Content, but we can’t guarantee that some of your User Content isn’t stored in a general backup or archive of our systems. We are not responsible or liable for the failure to remove or delete any of your User Content.

Rights in Content Granted by WeGrow

Subject to your compliance with these Terms, WeGrow grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.

General Prohibitions and WeGrow’s Enforcement Rights

You agree not to do any of the following:

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources

The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

The term of these Terms begin as set forth on the order form and shall continue until the expiration of the last active order form, unless terminated earlier as provided in these Terms.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time upon notice to you. You may cancel your Account at any time by sending an email to us at Jeremy@wegrow.co. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions of these Terms will survive: Feedback, Content and Content Rights, Content Ownership, Responsibility and Removal, Rights in User Content Granted by You, Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

Indemnity

You will indemnify and hold harmless WeGrow and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

Limitation of Liability

NEITHER WEGROW NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WEGROW HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL WEGROW’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO WEGROW FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO WEGROW, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WEGROW AND YOU.

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to these Terms or your use of the Services will be the state and federal courts located in San Francisco County, California, United States, and both parties consent to the jurisdiction of such courts with respect to any such actions.

General Terms

These Terms together with any applicable order form constitute the entire and exclusive understanding and agreement between WeGrow and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between WeGrow and you regarding the Services and Content, however if an order form differs from these Terms then the order form supersedes these Terms. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without WeGrow’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your company. Any attempt by you to assign or transfer these Terms, without such consent, will be null. WeGrow may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by WeGrow under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

WeGrow’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WeGrow. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact WeGrow at Jeremy@wegrow.co, phone:  715.550.7030, address:  388 Beale Street Unit 901, San Francisco, CA 94105.

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