GrowSure Terms & Conditions
NOTICE TO USER:
Please read this document carefully before agreeing to subscribe to the GrowSure Business Development software. By subscribing you are accepting the following license agreement.
DEFINITIONS
In this Licence Agreement, unless otherwise stated:
Agreement means this end-user licence agreement
Licensed program means GrowSure software platform, instructions and tips
GrowSure is the trading name of GrowSure Pty Ltd
Primary licence means the license issued to the company to establish the subscription
Additional licence means any other licence other than the primary licence
Licensor means GrowSure Pty Ltd, ( ACN 654 825 082) of 651 Princes Hwy, Blakehurst, NSW 2221 , Australia (GrowSure)
Licensee means you, the end user of the Licensed Program who accepts these terms and conditions [divider height="25"]
GRANT OF LICENCE
Subject to the terms of this Agreement, Licensor grants Licensee (as an individual or entity) a non-transferable licence to use the Licensed Program
The Licensed Program is licensed, not sold.
This Agreement does not provide Licensee with any title or ownership in the Licensed Program or in any intellectual property rights in it.
Except for the Order associated with this Licence, this Agreement is the complete and exclusive statement of Licensor’s obligations and responsibilities to Licensee and supersedes any other proposal, representation, or other communication by or on behalf of Licensor relating to the subject matter hereof.
BASIS OF AGREEMENT
The licensee agrees that GrowSure has access to all information and data entered into the GrowSure software platform and may use that information to improve the product and provide market commentary.
This section 3 survives the termination or expiration of the Agreement
The licensee can add or remove additional licenses by email notification at any time during the agreement.
PROPRIETARY PROTECTION OF LICENSED PROGRAM
Licensor will have sole and exclusive ownership of all rights and title to, and interest in the Licensed Program and all modifications and enhancements thereof (including ownership of all related intellectual property rights).
Licensee will not take any action inconsistent with such title and ownership. Licensee will keep the Licensed Program free and clear of all claims, liens, and encumbrances.
Acceptable use. You may use the Product only in accordance with this Agreement. You may not copy, reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations.
Licensee will not copy the Licensed Program, in whole or in part, without the prior written consent of Licensor. Licensee will not remove or obscure any copyright, patent, trademark, trade secret or similar notice incorporated in the Licensed Program or any copy of the Licensed Program.
End Users. You control access by End Users, and you are responsible for their use of the Product in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.
TERM
This Agreement will become effective upon subscription to the Licensed Program and will continue unless and until terminated.
This Agreement may be terminated by either party if the other party has materially breached its obligations under the Agreement and has not cured such breach within fourteen (14) days of being notified in writing thereof by the non-breaching party.
PAYMENT
Licensor will invoice you monthly in advance with respect of Services provided and payment is due within seven (7) days of the invoicing date.
You will pay for the Services in accordance with this Agreement (including the Contract Details).
Where either party makes a taxable supply under or in connection with this Agreement, that party shall provide a Tax Invoice (as required by the New Tax Systems (Goods and Services Tax) Act 1999 which shall include the amount payable in respect of a goods and services tax.
Prices are exclusive of any taxes. You must pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any order placed under this agreement and which we are permitted to collect from you under applicable law.
You must pay all amounts due under this Agreement without set-off, counterclaim or deduction.
You will pay the agreed monthly Primary Licence amount along with any additional licences which existed on any day in the previous month day at the amount specified in Schedule 1 of this agreement.
Non-payment: Licensor can disconnect any customer who has not paid within thirty (30) days of the due date. [divider height="25"]
EXCLUSION OF LIABILITY:
In providing the services, Licensor is providing software and tips based on its knowledge and experience. Nonetheless, Client acknowledges that Licensor cannot guarantee commercial or business outcomes, or the success of the Client’s business, given the multiplicity of factors which influence such success. Accordingly, Client agrees to the extent permitted by law, that neither Licensor nor any of its personnel including its Partners will be liable (whether directly or indirectly, in contract or tort or otherwise) to Client or any of its related bodies corporate or their respective officers and agents, and hereby releases the Licensor from any claim for or in connection with this Agreement or the Services provided during this Agreement (including, without limitation, any incidental, special, punitive, consequential or other damages or loss of profit, revenue or income), except to the extent that such liability arises directly from the wilful default, fraud or gross negligence of the Licensor or any member thereof.
Without limiting the foregoing, the maximum aggregate liability of the Licensor in contract, tort, equity, statute or otherwise is limited to an amount equivalent to the Subscription Fees actually paid under this agreement
TERMINATION:
Either party may terminate this Agreement where the other party:
threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration
being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving being a natural person, dies; or ceases or threatens to cease conducting its business in the normal manner.
GrowSure can terminate the agreement at any time without cause if it believes the licensee is in breach of this agreement.
You can terminate this agreement, at any time, for convenience by giving thirty days written notice.
Upon notification of termination the licensee may download, within seven (7) days, all GrowSure plans built within the GrowSure Software platform but must otherwise cease using the system immediately.
Upon termination and after 7 days from notification of termination has expired all information entered by the licensee will no longer be available to the licensee and will regarded as lost.
Clauses 2,3,4,7,12 will survive termination of this Agreement.
ASSIGNMENT AND SUB-CONTRACTING:
You may not assign or otherwise transfer any of the rights, benefits or obligations under this Agreement.
NOTICES:
You agree to receive electronic notices from us, which will be sent by email to the account administrator you specify. Notices are effective on the date on the return receipt or, for email, when sent.
You are responsible for ensuring that the account administrator email address that you specify is accurate and current.
The party to whom a notice is sent will be deemed to have received the notice:
if sent by post, 2 business days after it has been posted; or
if sent by facsimile, upon its receipt as to which a confirmation slip or other confirmation of transmission will be adequate proof of receipt;
if sent by e-mail, will be effective when sent to the address supplied by the account administrator, whether or not you actually receive the email.
FORCE MAJEURE:
Neither party shall be liable for any delay or failure to perform its obligations) pursuant to this Agreement (excluding payment obligations) if such delay is due to an event beyond its reasonable control.
APPLICABLE LAW:
This Agreement is governed by NSW law and the parties submit to the nonexclusive jurisdiction of the courts of New South Wales.
ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether oral or in writing.
If any provision of this Agreement is or becomes prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
This Agreement will be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Licensee may not assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without Licensor’s prior written consent. Any purported transfer, assignment or delegation without such prior written consent will be void and of no effect.
Waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
Neither party is the agent or representative of the other party, nor are the party’s joint venturers or partners for any purpose.