I. LAST UPDATED: 12/02/2021
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING
THIS SITE. THEY SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR
YOUR USE OF THE SITE AND PRODUCTS AND SERVICES AVAILABLE THROUGH THE
SITE. THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS
ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
II. Introduction
Welcome! You have arrived at a web site that is provided by
Greensprout.com (“Company” or “we,” “our” or “us“). These Terms and
Conditions (“Terms“) govern your use of Greensprout.com (including,
without limitation, both mobile and online versions of our sites), and
also apply to your use of all features, applications, content, downloads
and other services that we make available through the sites and/or that
post a link to these Terms (collectively, referred to herein as the
“Site”). By using the Site, you agree to follow and be bound by these
Terms and agree to comply with all applicable laws and regulations. In
these Terms, the words “you” and “your” refer to each customer or Site
visitor. It is your responsibility to review these Terms periodically.
If at any time you find these Terms unacceptable or if you do not agree
to these Terms, please do not use this Site. Without the conditions set
forth in these Terms – such as your grants and waivers of rights, the
limitations on our liability, your indemnity of us, and arbitration of
certain disputes – Company would not be able to make the Site available
to you. In some instances, both these Terms and separate guidelines,
rules, or terms of use or sale setting forth additional or different
terms and/or conditions will apply to your use of the Site or to a
service or product offered via the Site (in each such instance, and
collectively “Additional Terms”). To the extent there is a conflict
between these Terms and any Additional Terms, the Additional Terms will
control unless the Additional Terms expressly state otherwise. YOU AGREE
THAT BY USING THE SITE AND THE SERVICES YOU ARE AT LEAST EIGHTEEN (18)
YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
III. Terms and Conditions
It is important that you read and understand all of these Terms before
using the Site.
1. PRIVACY POLICY 1. A complete statement of the Sites current Privacy Policy
can be found by
clicking here. The Sites Privacy
Policy is expressly incorporated into this Agreement by reference. While
you use the Site, you may be asked to provide personal information in a
questionnaire, application, form or similar document or service. This
information will be collected pursuant to our Privacy Policy.
2. SITE CONTENT, OWNERSHIP, LIMITED LICENSE AND RIGHTS OF OTHERS
A. Content. The Site contains a variety of: (i) materials and other items
relating to Company, Company’s products and services, and similar items from
our licensors and other third parties, including all layout, information,
articles, reviews, posts, text, data, files, images, scripts, designs, graphics,
button icons, instructions, illustrations, photographs, audio clips, music,
sounds, pictures, videos, advertising copy, URLs, technology, software, interactive
features, the “look and feel” of the Site, and the compilation, assembly,
and arrangement of the materials of the Site and any and all copyrightable
material (including source and object code); (ii) trademarks, trade dress,
logos, trade names, service marks, and/or trade identities of various parties,
including those of Company (collectively, “Trademarks”); and (iii) other
forms of intellectual property (all of the foregoing, collectively “Content”).
B. Ownership. The Site (including past, present and future versions) and
the Content are owned or controlled by Company and our licensors and certain
other third parties. All right, title, and interest in and to the Content
available through the Site is the property of Company or our licensors or
certain other third parties, and is protected by U.S. and international copyright,
trademark, trade dress, patent, or other intellectual property and unfair
competition rights and laws to the fullest extent possible. Company owns
the copyright in the selection, compilation, assembly, arrangement, and enhancement
of the Content on the Site.
C. Limited License. Subject to your strict compliance with these Terms and
the Additional Terms, Company grants you a limited, non-exclusive, revocable,
non-assignable, personal, and non-transferable license to download (temporary
storage only), display, view, use, play, and/or print one copy of the Content
(excluding source and object code in raw form or otherwise, other than as
made available to access and use to enable display and functionality) on
a personal computer, mobile phone or other wireless device, or other Internet
enabled device (each, a “Device”) for your personal, non- commercial use
only. The foregoing limited license: (i) does not give you any ownership
of, or any other intellectual property interest in, any Content, and (ii)
may be immediately suspended or terminated for any reason, in Company’s sole
discretion, and without advance notice or liability. In some instances, we
may permit you to have greater access to and use of Content, subject to certain
Additional Terms.
D. Rights of Others. When using the Site, you must respect the intellectual
property and other rights of Company and others. Your unauthorized use of
Content may violate copyright, trademark, privacy, publicity, communications,
and other laws, and any such use may result in your personal liability, including
potential criminal liability.
3. SITE AND CONTENT USE RESTRICTIONS
A. Site Use Restrictions. You agree that you will not: (i) use the Site for
any political or commercial purpose (including, without limitation, for purposes
of advertising, soliciting funds, collecting product prices, and selling
products); (ii) use any meta tags or any other “hidden text” utilizing any
Trademarks; (iii) engage in any activities through or in connection with
the Site that seek to attempt to or do harm any individuals or entities or
are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening,
harassing, or abusive, or that violate any right of any third party, or are
otherwise objectionable to Company; (iv) reverse engineer, decompile, disassemble,
reverse assemble, or modify any Site source or object code or any software
or other products, services, or processes accessible through any portion
of the Site; (v) engage in any activity that interferes with a user’s access
to the Site or the proper operation of the Site, or otherwise harms the Site,
Company, or other users of the Site; (vi) interfere with or circumvent any
security feature of the Site or any feature that restricts or enforces limitations
on use of or access to the Site or the Content; (vii) harvest or otherwise
collect or store any information (including personally identifiable information
about other users of the Site, including email addresses, without the express
consent of such users); (viii) attempt to gain unauthorized access to the
Site, other computer systems or networks connected to the Site, through password
mining or any other means; or (ix) otherwise violate these Terms or any Additional
Terms.
B. Content Use Restrictions. You also agree that, in using the Site: (i)
you will not monitor, gather, copy, or distribute the Content (except as
may be a result of standard search engine activity or use of a standard browser)
on the Site by using any robot, rover, “bot”, spider, scraper, crawler, spyware,
engine, device, software, extraction tool, or any other automatic device,
utility, or manual process of any kind; (ii) you will not frame or utilize
framing techniques to enclose any such Content (including any images, text,
or page layout); (iii) you will keep intact all Trademark, copyright, and
other intellectual property notices contained in such Content; (iv) you will
not use such Content in a manner that suggests an unauthorized association
with any of our or our licensors’ products, services, or brands; (v) you
will not make any modifications to such Content; (vi) you will not copy,
modify, reproduce, archive, sell, lease, rent, exchange, create derivative
works from, publish by hard copy or electronic means, publicly perform, display,
disseminate, distribute, broadcast, retransmit, circulate or transfer to
any third party or on any third-party application or website, or otherwise
use or exploit such Content in any way for any purpose except as specifically
permitted by these Terms or any Additional Terms or with the prior written
consent of an officer of Company or, in the case of Content from a licensor,
the owner of the Content; and (vii) you will not insert any code or product
to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Site and Content. Company may immediately suspend or terminate
the availability of the Site and Content (and any elements and features of
them) to anyone, in whole or in part, for any reason, in Company’s sole discretion,
and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Site. These Terms
and any Additional Terms include only narrow, limited grants of rights to
Content and to use and access the Site. No right or license may be construed,
under any legal theory, by implication, estoppel, industry custom, or otherwise.
All rights not expressly granted to you are reserved by Company and its licensors
and other third parties. Any unauthorized use of any Content or the Site
for any purpose is prohibited.
4. TERMS APPLICABLE TO PURCHASES
A. Generally. To purchase any products or services in the Company online
store, you must be at least eighteen (18) years of age or the applicable
age of majority in your jurisdiction of residence. Before purchasing any
products or services, you must provide us with a valid credit card number
and associated payment information including all of the following: (i) your
name as it appears on the card, (ii) your credit card number, (iii) the credit
card type, (iv) the date of expiration, and (v) any activation numbers or
codes needed to charge your card. By submitting that information to us or
our third party credit card processor, you agree that you authorize us and/or
our processor to charge your card at our convenience but within no more than
thirty (30) days of credit card authorization. For any product or service
that you order on the Site, you agree to pay the price applicable (including
any sales taxes and surcharges) as of the time you submit the order. Company
will automatically bill your credit card or other form of payment submitted
as part of the order process for such price. Please note that we do not provide
price protection or refunds in the event of a price drop or promotional offering.
B. Methods of Payment, Credit Card Terms and Taxes. All payments must be
made through your Visa, MasterCard or Discover (if available). We currently
do not accept cash, personal or business checks or any other payment form,
although in the future we may change this policy. Your card issuer agreement
governs your use of your designated card, and you must refer to that agreement,
and not these Terms, to determine your rights and liabilities as a cardholder.
You represent and warrant that you will not use any credit card or other
form of payment unless you have all necessary legal authorization to do so.
YOU, AND NOT COMPANY, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS
BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and
charges incurred in connection with your purchases (including any applicable
taxes) at the rates in effect when the charges were incurred. Unless you
notify Company of any discrepancies within sixty (60) days after they first
appear on your credit card statement, you agree that they are accepted by
you for all purposes. If Company does not receive payment from your credit
card issuer or its agent, you agree to pay all amounts due upon demand by
Company or its agents. Sales taxes, or other taxes, customs, import/export
charges, or similar governmental charges are not included in the price of
the products. You are responsible for paying any such taxes or charges imposed
on your purchases, including, but not limited to, sales, use or value-added
taxes. Company shall automatically charge and withhold the applicable tax
for orders to be delivered to addresses within and any states or localities
that it deems is required in accordance with our order policy in effect at
the time of purchase.
C. Return Policy. All purchase transactions made through the Site are subject
to Company’s return policy and/or money back guarantee policy in effect at
the time of purchase.
D. Order Acceptance Policy. Your receipt of an electronic or other form of
order confirmation does not mean that we accept your order, nor is it confirmation
of our offer to sell. Company reserves the right at any time after receipt
of your order to accept or decline your order for any reason. Company further
reserves the right any time after receipt of your order, without prior notice
to you, to supply less than the quantity you ordered of any item. Your order
will be deemed accepted by Company upon our delivery of products or services
that you have ordered. We may require additional verifications or information
before accepting any order. Notwithstanding the foregoing, you agree that,
if we cancel all or a portion of your order or if we provide you less than
the quantity you ordered, your sole and exclusive remedy is either that:
(a) we will issue a credit to your credit card account in the amount charged
for the cancelled portion or the quantity not provided (if your credit card
has already been charged for the order) or (b) we will not charge your credit
card for the cancelled portion of the order or the quantity not provided.
Do not assume that a cancellation or change of an order you have placed with
Company has been effected until you receive a confirmation from Company via
email or the Site. As stated above, you will be responsible for, and your
credit card or third-party payment account may be charged for, the payment
of all fees associated with orders already processed or shipped before your
cancellation/change request or a request to terminate your account was received.
E. No Responsibility to Sell Mispriced Products or Services. We do our best
to describe every item, product or service offered on this Site as accurately
as possible. However, we are human, and therefore we do not warrant that
specifications or pricing on the Site are complete, accurate, reliable, current,
or error-free. In the event of any errors relating to the pricing or specifications
of any item, product or service, Company shall have the right to refuse or
cancel any orders in its sole discretion. If we charged your credit card
or other account prior to cancellation, we will issue a credit to your account
in the amount of the charge. Additional terms may apply. If a product you
purchased from Company is not as described, your sole remedy is to return
it in unused condition, complete and undamaged, in the original packaging
for a credit to your account in the amount of the purchase price.
F. Modifications to Prices or Billing Terms. The purchase of products and
services on the Site is subject to availability. PRODUCTS AND SERVICES DISPLAYED
ON THE SITE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED
AT ANY TIME. COMPANY RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES
AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING
ON THE SITE OR BY E-MAIL DELIVERY TO YOU.
5. FEEDBACK YOU SUBMIT
A. General. Company may now or in the future offer users of the Site the
opportunity to post, upload, display, publish, distribute, transmit or otherwise
make available on or submit through the Site, messages, text, files, comments,
responses, information, content, results, reviews, suggestions, personally
identifiable information, or other information or materials and the ideas
contained therein (collectively, “User Content”). Company may allow you to
do this through contact us, email, and other communications functionality.
Subject to the rights and license you grant in these Terms, you retain whatever
legally cognizable right, title, and interest that you have in your User
Content and you remain ultimately responsible for it.
B. Non-Confidentiality of Your User Content. Except as otherwise described
in the Site’s posted Privacy Policy or any Additional Terms, you agree that:
(a) your User Content will be treated as non-confidential – regardless of
whether you mark it “confidential,” “proprietary,” or the like – and will
not be returned; and (b) Company does not assume any obligation of any kind
to you or any third party with respect to your User Content. Upon Company’s
request, you will furnish us with any documentation necessary to substantiate
the rights to such content and to verify your compliance with these Terms
or any Additional Terms. You acknowledge that the Internet and mobile communications
may be subject to breaches of security and that you are aware that submissions
of User Content may not be secure, and you will consider this before submitting
any User Content. You understand that you submit User Content at your own
risk. In your communications with Company, please keep in mind that we do
not seek any unsolicited ideas or materials for products or services, or
even suggested improvements to products or services, including, without limitation,
ideas, concepts, inventions, or designs for websites, recipes, products or
otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited
Ideas and Materials you post on or send to us via the Site are deemed User
Content and licensed to us as set forth below. In addition, Company retains
all of the rights held by members of the general public with regard to your
Unsolicited Ideas and Materials. Company’s receipt of your Unsolicited Ideas
and Materials is not an admission by Company of their novelty, priority,
or originality, and it does not impair Company’s right to contest existing
or future intellectual property rights relating to your Unsolicited Ideas
and Materials.
C. License to Company of Your User Content. Except as otherwise described
in any applicable Additional Terms, which specifically govern the submission
of your User Content, you hereby grant to Company, and you agree to grant
to Company, the non-exclusive, unrestricted, unconditional, unlimited, worldwide,
irrevocable, perpetual, and cost-free right and license to use, copy, record,
distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple
levels), display, publicly perform, transmit, publish, broadcast, translate,
make derivative works of, and otherwise use and exploit in any manner whatsoever,
all or any portion of your User Content (and derivative works thereof), for
any purpose whatsoever in all formats, on or through any means or medium
now known or hereafter developed, and with any technology or devices now
known or hereafter developed, and to advertise, market, and promote the same.
Without limitation, the granted rights include the right to: (a) configure,
host, index, cache, archive, store, digitize, compress, optimize, modify,
reformat, edit, adapt, publish in searchable format, and remove such User
Content and combine same with other materials, and (b) use any ideas, concepts,
know-how, or techniques contained in any User Content for any purposes whatsoever,
including developing, producing, and marketing products and/or services.
In order to further effect the rights and license that you grant to Company
to your User Content, you also hereby grant to Company, and agree to grant
to Company, the unconditional, perpetual, irrevocable right to use and exploit
your name, persona, and likeness in connection with any User Content, without
any obligation or remuneration to you. Except as prohibited by law, you hereby
waive, and you agree to waive, any moral rights (including attribution and
integrity) that you may have in any User Content, even if it is altered or
changed in a manner not agreeable to you. To the extent not waivable, you
irrevocably agree not to exercise such rights (if any) in a manner that interferes
with any exercise of the granted rights. You understand that you will not
receive any fees, sums, consideration, or remuneration for any of the rights
granted in this Section 6(C).
6. NOTICES, QUESTIONS AND CUSTOMER SERVICE You agree that: (i) we may give
you notices of new, revised or changed terms and other important matters
by prominently posting notice on the home page of the Site, or in another
reasonable manner; and (ii) we may contact you by mail or email sent to the
address provided by you. You agree to promptly notify us if you change your
email or mailing address. If you have a question regarding using the Site,
you may contact us via email at: info@Greensprout.com. You acknowledge that
the provision of customer support is at Company’s sole discretion and that
we have no obligation to provide you with customer support of any kind.
7. LINKS BY YOU TO THE SITE
We grant you a limited, non-exclusive, revocable, non-assignable, personal,
and non-transferable license to create hyperlinks to the Site, so long as:
(a) the links only incorporate text, and do not use any Trademarks; (b) the
links and the content on your website do not suggest any affiliation with
Company or cause any other confusion; and (c) the links and the content on
your website do not portray Company or its products or services in a false,
misleading, derogatory, or otherwise offensive matter, and do not contain
content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent,
threatening, harassing, or abusive, or that violate any right of any third
party or are otherwise objectionable to Company. Company reserves the right
to suspend or prohibit linking to the Site for any reason, in its sole discretion,
without advance notice or any liability of any kind to you or any third party.
8. LINKED-TO WEBSITES; ADVERTISEMENTS; DEALINGS WITH THIRD PARTIES
A. Linked Sites; Advertisements. The Site may contain links, as part of third-
party ads on the Site or otherwise, to or from third-party websites (“Linked
Sites”), including websites operated by advertisers, licensors, licensees,
and certain other third parties who may have business relationships with
Company. Company may have no control over the content, operations, policies,
terms, or other elements of Linked Sites, and Company does not assume any
obligation to review any Linked Sites. Company does not endorse, approve,
or sponsor any Linked Sites, or any third-party content, advertising, information,
materials, products, services, or other items. Furthermore, Company is not
responsible for the quality or delivery of the products or services offered,
accessed, obtained by or advertised at such sites. Finally, Company will
under no circumstances be liable for any direct, indirect, incidental or
special loss or other damage, whether arising from negligence, breach of
contract, defamation, infringement of copyright or other intellectual property
rights, caused by the exhibition, distribution or exploitation of any information
or content contained within these third-party Linked Sites. Any activities
you engage in connection with any of the same are subject to the privacy
and other policies, terms and conditions of use and/or sale, and rules issued
by the operator of the Linked Sites. Company disclaims all liability in connection
therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions,
and other dealings that you have with any third parties found on or through
the Site (including on or via Linked Sites or advertisements) are solely
between you and the third party (including issues related to the content
of third-party advertisements, payments, delivery of goods, warranties (including
product warranties), privacy and data security, and the like). Company disclaims
all liability in connection therewith.
9. WIRELESS
A. Wireless Features. The Site may offer certain features and services that
are available to you via your wireless Device. These features and services
may include the ability to access the Site’s features and upload content
to the Site, receive messages from the Site, and download applications to
your wireless Device (collectively, “Wireless Features”). Standard messaging,
data, and other fees may be charged by your carrier to participate in Wireless
Features. Fees and charges may appear on your wireless bill or be deducted
from your pre-paid balance. Your carrier may prohibit or restrict certain
Wireless Features and certain Wireless Features may be incompatible with
your carrier or wireless Device. You should check with your carrier to find
out what plans are available and how much they cost. Contact your carrier
with questions regarding these issues.
B. Terms of Wireless Features. Subject to the terms and conditions stated
in Section 4G above, you agree that as to the Wireless Features for which
you are registered for, we may send communications to your wireless Device
regarding us or other parties. Further, we may collect information related
to your use of the Wireless Features. If you have registered via the Site
for Wireless Features, then you agree to notify Company of any changes to
your wireless contact information (including phone number).
10. DISPUTE RESOLUTION
Arbitration is an alternative to litigation that provides parties with an
efficient way to resolve disputes. Arbitration is similar to litigation,
but happens outside the court system, using an arbitrator instead of a judge
or jury to resolve the dispute. Agreement to arbitration is a required condition
of your use of the Site. You and Company agree that if any controversy, allegation,
or claim arises out of or relates to the Site, the Content, your User Content,
these Terms, any of Company’s actual or alleged intellectual property rights,
or any Additional Terms (“Dispute”), including questions about whether the
Dispute is subject to arbitration, that Dispute shall be resolved according
to this Section 11. You and Company also agree that if the Dispute cannot
be resolved informally under Section 11(A), it shall be resolved by binding
arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”),
an independent national arbitration association, in accordance with JAMS’
rules. Information about JAMS and its rules can be found at www.jamsadr.com
or by calling JAMS at (800) 352-5267. If there is an arbitration, Company
will pay for the arbitrator and the forum. Regardless of whether you or Company
initiate the arbitration, Company will pay all costs associated with the
arbitration, including JAMS’ fees and the fees for the arbitrator’s services.
However, Company will not pay and you will be responsible for your attorneys’
fees if you choose to be represented by an attorney. Company desires a fair
process, and the arbitration will meet the standards set by JAMS designed
to ensure a fair hearing, including the selection of an independent, neutral
arbitrator who has no relationship with Company or its management. You agree
that, notwithstanding any provision in these terms regarding applicable substantive
law, any arbitration conducted under this Section 11 shall be governed by
the Federal Arbitration Act (“FAA”) (9 U.S. Code §§ 1-16). This Section 11
can only be amended by mutual agreement.
A. Informal Effort to Resolve Disputes. If a Dispute arises, then you and
we agree to send a written notice to the other providing a reasonable description
of the Dispute, along with a proposed resolution. Our notice will be sent
to you based on the most recent contact information that you provide us.
If we have no contact information for you or if the information is not current,
then we have no obligation under this Section 11(A). Your notice to us must
be sent to: info@Greensprout.com. For a period of sixty (60) days from the
date of receipt of notice from the other party, Company and you will communicate
to attempt to resolve the Dispute, though nothing requires either you or
Company to resolve the Dispute on terms which you and Company, in each of
our sole discretion, are not comfortable.
B. Binding Arbitration. If we cannot resolve a Dispute informally under Section
11(A) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES
ARISING BETWEEN YOU AND COMPANY MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION.
BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT
AND TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. A Dispute will be resolved
solely by binding arbitration administered by JAMS, in accordance with JAMS’
then-current Streamlined Arbitration Rules and Procedures (“Rules”). To start
the arbitration process, Company or you will send a written request for arbitration
to JAMS at 8401 N. Central Expressway, Suite 610, Dallas, TX 75225 by U.S.
mail or a reputable overnight delivery service (for example, Federal Express).
You must also send a copy of any arbitration request to us at info@Greensprout.com
so that we are aware of the arbitration and can pay JAMS’ fee. JAMS will
select a location for the arbitration, according to its procedural standards,
that will be convenient for you. An arbitrator will be selected and govern
the process, and he or she will issue a final and binding arbitration award.
C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR
WE MUST INITIATE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION
11(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER
BARRED. “Initiating” means, as applicable: (a) by delivery of written notice
as set forth above in Section 11(A); or (b) filing for arbitration with JAMS
as set forth in Section 11(B). The parties expressly waive any contrary statute
of limitations or time bars, both legal and equitable, to a Dispute.
D. Injunctive Relief. The foregoing provisions of this Section 11 will not
apply to any claim by you or Company seeking an injunction or other equitable
relief in connection with any loss, cost, or damage (or any potential loss,
cost, or damage) relating to the Site, any Content, your User Content and/or
Company’s intellectual property rights, Company’s operations, and/or Company’s
products or services. This Section 11 shall apply to any claims brought by
you or Company in any action that do not seek such injunctive or equitable
relief.
E. No Class Actions. YOU AGREE TO FILE ONE ARBITRATION THAT INCLUDES ALL
OF YOUR DISPUTES AND JOINS ALL KNOWN DISPUTES. FURTHER, YOU AGREE THAT ANY
ACTION YOU BRING SHALL BE INDIVIDUALLY ON YOUR OWN BEHALF AND THAT YOU EXPRESSLY
WAIVE THE RIGHT TO BRING A DISPUTE ON A CLASS OR COLLECTIVE BASIS IN ANY
FORUM, WHETHER IT BE IN ARBITRATION OR IN A COURT. THE ARBITRATOR SHALL NOT
HAVE THE AUTHORITY TO FORM A CLASS OR PROCEED ON A COLLECTIVE BASIS. There
shall be no right or authority for any Dispute to be arbitrated on behalf
of the general public, or other persons or entities similarly situated. But
if, for any reason, any court with competent jurisdiction holds that this
restriction is unconscionable or unenforceable, then our agreement in Section
11(B) to arbitrate will not apply and the Dispute must be brought exclusively
in court pursuant to Section 11(F).
F. Federal and State Courts in Sarasota County, Florida. Except where arbitration
is required above, small claims actions, or with respect to the enforcement
of any arbitration decision or award, any action or proceeding relating to
any Dispute arising hereunder may only be instituted in state or Federal
court in Sarasota County, Florida. Accordingly, you and Company consent to
the exclusive personal jurisdiction and venue of such courts for such matters.
G. Jury Trial Waiver. YOU EXPRESSLY AGREE TO WAIVE THE RIGHT TO HAVE ANY
DISPUTE (AS DEFINED IN THESE TERMS) THAT YOU BRING IN STATE OR FEDERAL COURT
HEARD BY A JURY. H. Small Claims Matters Are Excluded from Arbitration Requirement.
Notwithstanding the foregoing, either of us may bring a Dispute in a small
claims court of competent jurisdiction, provided the claim qualifies to be
heard in such small claims court.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED
ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to
the fullest extent permissible by law, Company and its subsidiaries and each
of their respective employees, directors, members, managers, shareholders,
agents, vendors, licensors, licensees, contractors, customers, successors,
and assigns (collectively, the “Company Parties”) hereby disclaim and make
no representations, warranties, endorsements, or promises, express or implied,
as to: (a) the Site (including the Content and the User Content); (b) the
functions, features, or any other elements on, or made accessible through,
the Site; (c) any products, services, or instructions offered or referenced
at or linked through the Site; (d) security associated with the transmission
of your User Content transmitted to Company via the Site; (e) whether the
Site or the servers that make the Site available are free from any harmful
components (including viruses, Trojan horses, and other technologies that
could adversely impact your Device); (f) whether the information (including
any instructions) on the Site is accurate, complete, correct, adequate, useful,
timely, or reliable; (g) whether any defects to or errors on the Site will
be repaired or corrected; (h) whether your access to the Site will be uninterrupted;
(i) whether the Site will be available at any particular time or location;
and (h) whether your use of the Site is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS
PROVIDED BY A COMPANY PARTY, COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET
ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. Some jurisdictions
limit or do not allow the disclaimer of implied or other warranties so the
above disclaimers may not apply to the extent such jurisdictions’ laws are
applicable. The Site strives to keep its information accurate, current, and
up-to-date. However, because the law changes rapidly, we cannot guarantee
that all of the information on the Site is completely current, correct or
up-to-date. From time to time, we may perform certain services and introduce
our visitors to various services, products and offers through various methods,
including, but not limited to, (i) third party listings, (ii) third party
advertisers, and (iii) third party services. At no time are we responsible
to you or liable to you for the accuracy or performance of any such listings
and/or services.
12. LIMITATIONS OF OUR LIABILITY
UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE
FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or
for any direct, indirect, economic, exemplary, special, punitive, incidental,
or consequential losses or damages that are directly or indirectly related
to: (a) the Site (including the Content and the User Content); (b) your use
of or inability to use the Site, or the performance of the Site; (c) any
action taken in connection with an investigation by Company Parties or law
enforcement authorities regarding your access to or use of the Site; (d)
any action taken in connection with copyright or other intellectual property
owners or other rights owners; (e) any errors or omissions in the Site’s
technical operation; or (f) any damage to any user’s computer, hardware,
software, modem, or other equipment or technology, including damage from
any security breach or from any virus, bugs, tampering, fraud, error, omission,
interruption, defect, delay in operation or transmission, computer line,
or network failure or any other technical or other malfunction, including
losses or damages in the form of lost profits, loss of goodwill, loss of
data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing
events or circumstances were foreseeable and even if Company Parties were
advised of or should have known of the possibility of such losses or damages,
regardless of whether you bring an action based in contract, negligence,
strict liability, or tort (including whether caused, in whole or in part,
by negligence, acts of god, telecommunications failure, or destruction of
the Site). Some jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages of the sort that are described above,
so the above limitation or exclusion may not apply to you. EXCEPT AS MAY
BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE
DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND
USE OF THE SITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL
TO THE AMOUNT YOU HAVE PAID COMPANY IN CONNECTION WITH THE TRANSACTION(S)
THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY
IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.
13. UPDATES TO TERMS
These Terms (or if applicable Additional Terms), in the form posted at the
time of your use of the applicable services to which it applies, shall govern
such use (including transactions entered during such use). AS OUR SITE EVOLVES,
THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SITE MAY PROSPECTIVELY
BE MODIFIED AND WE MAY CEASE OFFERING THE SITE UNDER THE TERMS OR ADDITIONAL
TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU
SIGN IN TO OR OTHERWISE USE THE SITE YOU ARE ENTERING INTO A NEW AGREEMENT
WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE
MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER
REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SITE
AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS
FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted
terms of service and any applicable Additional Terms each time you use the
Site (at least prior to each transaction or submission). The new terms will
be effective as to new use and transactions as of the time that we post them,
or such later date as may be specified in them or in other notice to you.
However, the terms of service (and any applicable Additional Terms) that
applied when you previously used the Site will continue to apply to such
prior use (i.e., changes and additions are prospective only) unless mutually
agreed. In the event any notice to you of new, revised or additional terms
is determined by a tribunal to be insufficient, the prior agreement shall
continue until sufficient notice to establish a new agreement occurs. You
should frequently check the home page, and the email you associated with
your purchases for notices, all of which you agree are reasonable manners
of providing you notice. You can reject any new, revised or Additional Terms
by discontinuing use of the Site and related services.
14. GENERAL PROVISIONS
A. Company’s Consent or Approval. As to any provision in these Terms or any
Additional Terms that grants Company a right of consent or approval, or permits
Company to exercise a right in its “sole discretion,” Company may exercise
that right in its sole and absolute discretion. No Company consent or approval
may be deemed to have been granted by Company without being in writing and
signed by an officer of Company.
B. Applicable Law. These Terms and any Additional Terms will be governed
by and construed in accordance with, and any Dispute will be governed by
and interpreted in accordance with the laws of the State of Florida, excluding
its choice of law rules. Notwithstanding any other provision of these Terms,
Company is not your agent, partner or joint venturer in any respect. Company
is not your attorney or financial advisor and assumes no fiduciary obligation
to you.
C. Indemnity. You agree to, and you hereby, defend, indemnify, and hold Company
Parties harmless from and against any and all claims, damages, losses, costs,
investigations, liabilities, judgments, fines, penalties, settlements, interest,
and expenses (including attorneys’ fees) that directly or indirectly arise
from or are related to any claim, suit, action, demand, or proceeding made
or brought against any Company Party, or on account of the investigation,
defense, or settlement thereof, arising out of or in connection with, whether
occurring heretofore or hereafter: (i) your User Content; (ii) your use of
the Site and your activities in connection with the Site; (iii) your breach
or alleged breach of these Terms or any Additional Terms; (iv) your violation
or alleged violation of any laws, rules, regulations, codes, statutes, ordinances,
or orders of any governmental or quasi- governmental authorities in connection
with your use of the Site or your activities in connection with the Site;
(v) information or material transmitted through your Device, even if not
submitted by you, that infringes, violates, or misappropriates any copyright,
trademark, trade secret, trade dress, patent, publicity, privacy, or other
right of any person or entity; (vi) any misrepresentation made by you; and
(vii) Company Parties’ use of the information that you submit to us (including
your User Content) (all of the foregoing, “Claims and Losses”). You will
cooperate as fully required by Company Parties in the defense of any Claim
and Losses. Notwithstanding the foregoing, Company Parties retain the exclusive
right to settle, compromise, and pay any and all Claims and Losses. Company
Parties reserve the right to assume the exclusive defense and control of
any Claims and Losses. You will not settle any Claims and Losses without,
in each instance, the prior written consent of an officer of a Company Party.
D. Operation of Site; Availability of Products and Services; International
Issues. Company controls and operates the Site from its U.S.-based offices
in the U.S.A., and Company makes no representation that the Site is appropriate
or available for use beyond the U.S.A. If you use the Site from any location
outside the U.S.A., you are doing so on your own initiative and are responsible
for compliance with applicable local laws regarding your online conduct and
acceptable content, if and to the extent local laws apply. The Site may describe
products and services that are available only in the U.S.A. (or only parts
of it) and are not available worldwide. We reserve the right to limit the
availability of the Site and/or the provision of any content, program, product,
service, or other feature described or available on the Site to any person,
entity, geographic area, or jurisdiction, at any time and in our sole discretion,
and to limit the quantities of any content, program, product, service, or
other feature that we provide. You and we disclaim any application to these
Terms of the Convention on Contracts for the International Sale of Goods.
E. Export Controls. Software related to or made available by the Site may
be subject to export controls of the U.S.A. No software from the Site may
be downloaded, exported, or re-exported: (i) into (or to a national or resident
of) any country or other jurisdiction to which the U.S.A. has embargoed goods,
software, technology or services (which, as of the effective date of these
Terms, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone
on the U.S. Treasury Department’s list of Specially Designated Nationals
or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone
on the U.S. Department of Commerce’s Bureau of Industry and Security Entities
List as published in the Export Administration Regulations (including entities
engaged in weapons of mass destruction proliferation in various countries
and persons and entities that are suspected of diverting U.S. origin items
to embargoed countries or terrorist end-uses). You are responsible for complying
with all trade regulations and laws both foreign and domestic. Except as
authorized by law, you agree and warrant not to export or re-export the software
to any county, or to any person, entity, or end-user subject to U.S. export
controls, including as set forth in subsections (i) – (iii) above.
F. Severability; Interpretation. If any provision of these Terms, or any
Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable
by a court or arbitrator of competent jurisdiction, then that provision will
be deemed severable from these Terms or the Additional Terms, and the invalidity
of the provision will not affect the validity or enforceability of the remainder
of these Terms or the Additional Terms (which will remain in full force and
effect). To the extent permitted by applicable law, you agree to waive, and
you hereby waive, any applicable statutory and common law that may permit
a contract to be construed against its drafter. Wherever the word “including”
is used in these Terms or any Additional Terms, the word will be deemed to
mean “including, without limitation”.
G. Communications. When you communicate with us electronically, such as via
email and text message, you consent to receive communications from us electronically.
Please note that we are not obligated to respond to inquiries that we receive.
You agree that all agreements, notices, disclosures, and other communications
that we provide to you electronically satisfy any legal requirement that
such communications be in writing.
H. Investigations; Cooperation with Law Enforcement; Termination; Survival.
Company reserves the right, without any limitation, to: (i) investigate any
suspected breaches of its Site security or its information technology or
other systems or networks, (ii) investigate any suspected breaches of these
Terms and any Additional Terms, (iii) investigate any information obtained
by Company in connection with reviewing law enforcement databases or complying
with criminal laws, (iv) involve and cooperate with law enforcement authorities
in investigating any of the foregoing matters, (v) prosecute violators of
these Terms and any Additional Terms, and (vi) discontinue the Site, in whole
or in part, or, except as may be expressly set forth in any Additional Terms,
suspend or terminate your access to it, in whole or in part, including any
user accounts or registrations, at any time, without notice, for any reason
and without any obligation to you or any third party. Any suspension or termination
will not affect your obligations to Company under these Terms or any Additional
Terms. Upon suspension or termination of your access to the Site, or upon
notice from Company, all rights granted to you under these Terms or any Additional
Terms will cease immediately, and you agree that you will immediately discontinue
use of the Site. The provisions of these Terms and any Additional Terms,
which by their nature should survive your suspension or termination will
survive, including the rights and licenses you grant to Company in these
Terms, as well as the indemnities, releases, disclaimers, and limitations
on liability and the provisions regarding jurisdiction, choice of law, no
class action, and mandatory arbitration.
I. Assignment. Company may assign its rights and obligations under these
Terms and any Additional Terms, in whole or in part, to any party at any
time without any notice. These Terms and any Additional Terms may not be
assigned by you, and you may not delegate your duties under them, without
the prior written consent of an officer of Company.
J. No Waiver. Except as expressly set forth in these Terms or any Additional
Terms, (i) no failure or delay by you or Company in exercising any of rights,
powers, or remedies under will operate as a waiver of that or any other right,
power, or remedy, and (ii) no waiver or modification of any term of these
Terms or any Additional Terms will be effective unless in writing and signed
by the party against whom the waiver or modification is sought to be enforced.
K. Connectivity. You are responsible for obtaining and maintaining all Devices
and other equipment and software, and all internet service provider, mobile
service, and other services needed for your access to and use of the Site
and you will be responsible for all charges related to them.
L. California Consumer Rights and Notices. Residents of California are entitled
to the following specific consumer rights information: you may contact the
Complaint Assistance Unit of the Division of Consumer Services of the Department
of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California
95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.
M. References. References to “Site” “you,” and “us” include our respective
subsidiaries, affiliates, agents, employees, predecessors in interest, successors,
and assigns, as well as all authorized or unauthorized users or beneficiaries
of services under this or prior agreements between us.
THE SITE, INCLUDING ALL CONTENT, SERVICES, FUNCTIONS, SOFTWARE, MATERIALS
AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED
ON AN AS IS, AS AVAILABLE BASIS, AND GREENSPROUT DOES NOT OFFER MAINTENANCE
OR SUPPORT SERVICES FOR ANY PORTION OF THE SITE, INCLUDING THE APPLICATION.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SITE OR THE SERVICES, INFORMATION,
FUNCTIONS AND MATERIALS AVAILABLE THROUGH THE SITE, FOR ANY SERVICES OR PRODUCTS
OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED
WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED
SITE. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING,
WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS
FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED
IN THE SITE OR ANY SERVICES, CONTENT OR MATERIALS CONTAINED THEREIN WILL
MEET YOUR NEEDS, BE COMPLETE OR ACCURATE, BE UNINTERRUPTED OR ERROR FREE,
THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES
IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL
OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE
AT USERS OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR
ANY DAMAGE TO USERS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. NO INFORMATION OBTAINED BY USER
THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY,
SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
16. Release
In the event that you have a dispute with any Provider, Prospect, or other
third party, including without limitation any other user of the Site, arising
from or in connection with the use of the Site , you hereby agree to release,
remise and forever discharge us and our agents, directors, officers, employees,
shareholders and all other related persons or entities from any and all manner
of rights, complaints, demands, claims, causes of action, proceedings, obligations,
liabilities, legal fees, costs, and disbursements of any nature whatsoever,
whether known or unknown, which now or hereafter arise from, relate to, or
are connected with such dispute or your use of the Site. If you are a California
resident, you hereby waive California civil code section 1542, which says:
a general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which,
if known by him must have materially affected his settlement with the debtor.
If you are a resident of a state other than California, you explicitly waive
the terms and protections of any statute of your own state that has a similar
import or intent.
17. Indemnity
You hereby agree to indemnify, defend and hold us and our agents, directors,
officers, employees, shareholders and all other related persons or entities
(collectively, the Indemnified Parties) harmless from and against any and
all liability and costs (including reasonable attorneys fees and court costs)
incurred by the Indemnified Parties in connection with any claim arising
out of your use of the Site or the Content thereon (including, without limitation,
as a result of any transaction or interaction between you and a Provider
or any of Providers affiliates, partners or agents that is enabled by or
arises in connection with your use of the Site), any information or data
you access or provide through the Site, and any act (or failure to act) by
you or other users of your account or any breach by you of these Terms, including,
without limitation, the representations, warranties and covenants made by
you herein. 18. Proprietary Rights Notification We do not permit copyright
or trademark infringing activities and other infringement of intellectual
property rights on the Site, and we will remove or modify (or ask you to
remove or modify) Content if we are properly notified that such Content infringes
on anothers intellectual property rights. If you are a copyright or trademark
owner or an agent thereof and believe that any Content in any public area
of the Site infringes upon or otherwise conflicts with your proprietary rights,
you may submit a notification pursuant to the Digital Millennium Copyright
Act (DMCA) by providing our copyright agent with the following information
in writing (see 17 U.S.C. § 512(c)(3) for further detail): A physical or
electronic signature of a person authorized to act on behalf of the owner
of an exclusive right that is allegedly infringed; Identification of the
proprietary work claimed to have been infringed, or, if multiple proprietary
works are covered by a single notification, a representative list of such
works; Identification of the material that is claimed to be infringing or
to be the subject of infringing activity and that is to be removed or access
to which is to be disabled and information reasonably sufficient to permit
us to locate the material; Information reasonably sufficient to permit us
to contact you, such as an address, telephone number, and an electronic mail
address; A statement that you have a good faith belief that use of the material
in the manner complained of is not authorized by the owner, its agent, or
the law; and A statement that the information in the notification is accurate
and, under penalty of perjury, that you are authorized to act on behalf of
the owner of an exclusive right that is allegedly infringed. Please contact
our designated Copyright Agent at compliance@Greensprout.com to send notifications
of claimed infringement. For clarity, only DMCA notices should go to the
Copyright Agent; any other feedback, comments, requests for technical support,
and other communications should be directed to our customer service through
the Contact Us area of the Site. You hereby acknowledge and agree that if
you fail to comply with all of the requirements listed above, your DMCA notice
may not be valid.
19. Trademarks
Our logo and our other product and service names are our trademarks (the
Marks). You agree not to display, reproduce or otherwise use in any manner
such Marks without our prior written permission. 20. No Agency The relationship
between the Company and each User and Provider is that of independent contractors,
and no agency, joint venture, partnership, employee-employer or franchiser-franchisee
relations is intended or created by these Terms or your use of the Site.
21. Notices
Except as explicitly stated otherwise, any notices sent from you to us shall
be submitted via e-mail at legal@greensprout.com with a copy of such notice
sent by certified postal mail, return receipt requested, to: Legal Department,
Fresh Data LLC, 1343 Main Street #410, Sarasota, FL. 34236 When we need to
send a notice to you, it shall be sent to the e-mail address you last provided
to us. Notice shall be deemed given upon receipt or 24 hours after e-mail
is sent, unless the sending party is notified that the e-mail address is
invalid. Alternatively, we may give you notice by certified mail, postage
prepaid and return receipt requested, to the address last provided to us
by you. In such cases, notice shall be deemed given three days after the
date of mailing.
22. Amendments
We reserve the right to change, modify, add or remove any portion of these
Terms, in whole or in part, at any time. Notification of changes to these
Terms will be posted on the Site and will be effective immediately thereafter.
Your use of the Site following the posting of any such change, modification
or amendment to these Terms will constitute your acceptance thereof. These
Terms may not otherwise be modified, except in a writing signed by both parties.
No delay or failure on the part of either party in exercising any right or
remedy hereunder shall operate as a waiver thereof or of any other right
or remedy. No waiver whatsoever shall be valid unless in writing, signed
by the party to be charged, and then only to the extent therein set forth.
These Terms (including, without limitation, the E-Sign Consent, binding arbitration)
and the Privacy Policy constitute the entire agreement between us and Users
with respect to the matters contemplated hereby. 23. Links to Third-Party
Sites This Site may contain links to other Internet sites. We are not responsible
for the availability of such external sites or resources, and do not endorse
and are not responsible or liable for any content, advertising, products,
or other materials on or available from such sites or resources. We shall
not be responsible or liable, directly or indirectly, for any damage or loss
caused or alleged to be caused by or in connection with use of or reliance
on any such content, products or services available on such external sites
or resources. We provide these links and references to you only as a convenience,
and inclusion of any link or reference does not imply endorsement of the
Web site or other resource.
24. Partial Invalidity
The invalidity or unenforceability of any one or more sections of these Terms
shall not affect the validity or enforceability of its remaining provisions.
25. Acknowledgement
You acknowledge that You have read and understand these Terms, and that these
Terms have the same force and effect as a signed agreement. These Terms shall
confer no rights upon any other party other than the parties hereto.
26. E-Sign Consent
In this E-Sign Consent, the following definitions apply: (i) You and your
refer to you, the User; (ii) We, us, and our refer to the Site operator and
its affiliates (including, without limitation, Fresh Data LLC), agents, successors
and assigns. By clicking the I agree button, which you adopt as your electronic
signature, you consent and agree that: We can provide you disclosures required
by law, and other information about your legal rights and duties, electronically.
Your electronic signature on agreements and documents has the same effect
as if you signed them in ink. We can send all communications and disclosures,
including, but not limited to, this E-Sign Consent, the telephone and e-mail
contact consent, and the Privacy Policy and Terms of Use (collectively defined
as Disclosures) to you electronically: (1) via e-mail; (2) by access to a
web site that we designate in an e-mail notice we send to you at the time
the information is available; or (3) to the extent permissible by law, by
access to a web site that we generally designate in advance for such purpose.
If you would like a paper copy, you can print a copy of the Disclosures or
download the information for your records. This consent applies to: (1) your
use of products and services offered by us; (2) all future Disclosures associated
with us; and (3) all future transactions with us, at any time, and to other
Disclosures that we provide to you by email, unless you have, prior to such
transaction, withdrawn your consent by the procedure mentioned below. You
understand that, to access and retain the electronic Disclosures, you will
need the following: A computer with an Internet connection. A current web
browser that includes 128-bit encryption. Minimum recommended browser standards
are Microsoft Internet Explorer version 8.0 and above (see www.microsoft.com/ie
for current version), Mozilla Firefox current version (see www.mozilla.com
for current version), Apple Safari current version (see www.apple.com/safari
for current version), or Opera current version (see www.opera.com for current
version). The browser must have cookies enabled. A valid email address. Sufficient
storage space to save past Disclosures and/or an installed printer to print
them. If you use a spam filter that blocks or re-routes emails from senders
not listed in your email address book, you must add @greensprout.com to your
email address book. You understand that you may request paper copies of the
Disclosures, and that we will provide them to you by mail at no charge. You
can request paper copies and/or withdraw consent by contacting us at: Fresh
Data LLC, 1343 Main Street #410, Sarasota, FL. 34236 Any withdrawal of your
consent to receive electronic Disclosures will be effective only after we
have a reasonable period of time to process your withdrawal. You understand
and agree that if you withdraw your consent to receive electronic Disclosures,
we may—though we are not obligated to—cancel your account. At any time, you
can update the email address to which we will send alerts that Disclosures
are available. You can change your email address by contacting us at: compliance@greensprout.com
By consenting, you agree that electronic Disclosures have the same meaning
and effect as if we provided paper Disclosures to you. When we send you an
email or other electronic notification alerting you that Disclosures are
available electronically and we do in fact make them available online, that
shall have the same meaning and effect as if we provided paper Disclosures
to you, whether or not you choose to view the Disclosures, unless you had
previously withdrawn your consent to receive Disclosures electronically.
You understand and agree that Disclosures are considered received by you
within 24 hours of the time posted to our website, or within 24 hours of
the time emailed to you unless we receive notice that the e-mail address
is invalid. You understand and agree that we reserve the right to cancel
this electronic Disclosure service, change the terms of use of this service
or send Disclosures in paper form at any time. You understand and agree that
we are responsible for sending notice of the Disclosures to you electronically
including at the email address you have provided, but are not responsible
for any delay or failure in your receipt of the email notices.
Contact Greensprout
If you have any questions regarding any of these Terms, please contact us
by
clicking here