Terms of use

GrowDirector Ltd. (“GrowDirector” or “We”) is a grow controller that turns your plant cultivation into an automated process (the “Device”)

This Terms of Use is a legal and binding agreement between you (either an individual or a single entity, also referred herein as “you” or “User”) and GrowDirector regarding the use of GrowDirector Device and the GrowDirector embedded software, either by application or web access (collectively, the “Platform”) and any related feature, sub-products or services (collectively, the “Services”). The terms also apply to any updates, supplements, web content or Internet-based services, such as remote access, that directly or indirectly related to the Services.


BY USING OR ACCESSING THE PLATFORM AND ANY USE OF GROWDIRECTOR DEVICE OR SERVICES, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE DEVICE OR THE SERVICES AND/OR ACCESS THE PLATFORM. IF YOU COMPLY WITH THIS TERMS OF USE, YOU HAVE THE RIGHTS TO USE THE PRODUCTS OR SERVICES AND/OR ACCESS THE PLATFORM FOR PERSONAL AND NON- COMMERCIAL USE, AS SPECIFICALLY SET FORTH BELOW.

Due to the multifunctional nature of the Device and the Services, and considering the differentiation of relevant laws and regulations in each state in which the Device may be used, you shall bear the full and sole responsibility for the legally and rightful use of the Device and Services. You hereby agree that it is of your responsibility to make sure that your use of the Device and Services shall be made in full compliance with your country laws and regulation which are applicable to the same. Your also acknowledge that full compliance is also important for the purpose of reducing the risk for having to recall the Device in the future.

GrowDirector reserves the right, at its sole discretion, to change, modify, add or remove portions of this Terms of Use, at any time. It is your responsibility to check this Terms of Use periodically for any changes. Your continued use of the Platform following the posting of changes will be considered as your acceptance to such changes. As long as you comply with this Terms of Use, GrowDirector grants you a personal, non-exclusive, non-transferable, limited privilege to enter into and use the Platform, the Device and the Services (“Right of Use”).

Accounts and membership

Upon creation of your account in the Platform, you shall become responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it.

We may monitor and review accounts, either before you may sign in and from time to time in contemplation of the use of GrowDirector Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you or any third party using your account, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to be unlawful, illegal or to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for GrowDirector Services. We may block your email address and Internet protocol address to prevent further registration.

Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code, including source and object code (collectively, “GrowDirector IP”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such GrowDirector IP, contained in the Platform and/or in the Device or by the Services provided, are fully owned and controlled by GrowDirector, and are protected by designs, trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws and your right shall be limited only to the limited and personal Right of Use as provided under this Terms of Use.

Except as expressly provided in this Terms of Use, no part of the Platform, Device, Services or GrowDirector IP may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, platform, application, or other medium for publication or distribution or for any commercial enterprise, without GrowDirector’s express prior and written consent.

GrowDirector do not track or preapprove any data, information, material or other content that you submit in the Platform in the course of using the Device or Services (“Content”). You shall bear the full responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Content submitted by you. GrowDirector may, but have no obligation to, monitor and review the Content submitted or created in the Platform or in any other way in the course of using the Device and Services by you.

Subject to applicable privacy laws and regulation governing such data, and subject to the GrowDirector Privacy Policy, by using the Platform and the Device you hereby grants us with permission to access, copy, store, use, reproduce, adapt, modify, publish, transmit, reformat, display, perform or distribute the Content, created by you or stored in your user account, either in anonymous statistical manner or otherwise, as required for the purpose of providing the Services to you, or for any other commercial, marketing or similar purpose.

For the avoidance of doubt, GrowDirector is not responsible for Content residing in the Platform. In no event shall GrowDirector be held liable for any loss of any Content. It is your sole responsibility to maintain appropriate backup of your Content. Notwithstanding the foregoing, on some occasions and in certain circumstances, with absolutely no obligation, we may be able to restore some of your data that has been deleted as of a certain date and time when we may have backed up data for our own purposes. We make no guarantee that the data you need will be available.

Intellectual property rights

This Agreement does not transfer to you any intellectual property of the GrowDirector IP which shall be owned by GrowDirector or third-parties with which GrowDirector engaged in its sole discretion, and all rights, titles, and interests in and to such GrowDirector IP will remain (as between the parties) solely with GrowDirector. All trademarks, Device marks, graphics and logos used in connection with GrowDirector Platform and/or Device or Services, are trademarks, or pending or registered trademarks of GrowDirector or GrowDirector’s licensors. Other trademarks, Device marks, graphics and logos used in connection with GrowDirector Platform and/or Device or Services may be the trademarks of other third-parties. Your use of our Platform and/or Device or Services grants you no right or license to reproduce or otherwise use any GrowDirector or third-party trademarks.

Your Use of the Platform

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Device, the Platform or any GrowDirector IP embedded in such, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, the Device or any GrowDirector IP embedded in such, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Device or the Platform. GrowDirector reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Platform or the Device, or any other systems or networks connected to the Platform, the Device or to any GrowDirector server, or to any of the Services offered on or through the Platform, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Platform, the Device or any network connected to the Platform or Device, nor breach the security or authentication measures on the Platform or Device or any network connected to the same. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Platform, or any other customer of GrowDirector, including any GrowDirector account not owned by you, to its source, or exploit the Platform or the Device or information made available or offered by or through the Platform or by the Device, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Platform and the Device.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or GrowDirector’s Device, systems or networks, or any systems or networks connected to the Platform or to GrowDirector Device.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or Device, or any transaction being conducted on the Platform or the Device, or with any other person’s use of the same.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to GrowDirector on or through the Platform or the Device or any Service offered on or through the same. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Platform or any Content for any purpose that is unlawful, illegal or prohibited by this Terms of Use, or to solicit the performance of any unlawful, illegal, or activity which is prohibited by this Terms of Use, or any other activity which infringes or likely to infringe the rights of GrowDirector or others.

Purchases; Other Terms and Conditions

Additional terms and conditions may from time to time apply to purchases of goods or services and to specific portions or features of the Platform, including contests, promotions or other similar features, all of which terms are made a part of this Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between this Terms of Use and the terms posted for or applicable to a specific portion of the Platform or for any Service offered on or through the Platform, the latter terms shall control with respect to your use of that portion of the Platform or the Device

GrowDirector’s obligations, if any, with regard to its Device and Services are governed solely by the agreements pursuant to which they are provided, and nothing on the Platform or the Device should be construed to alter such agreements.

GrowDirector may make changes to the Services offered on the Platform, or to the applicable prices for any such Services, at any time, without notice. The information, formulas and other materials provided by GrowDirector on the Platform with respect to the Device and the Services may be out of date, irrelevant and inaccurate, and GrowDirector makes no commitment to update such materials on the Platform with respect to such Services.

Accounts, Passwords and Security

In order to use the Platform and control the Device remotely, you shall be required to open a user account (including setting up a User ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify GrowDirector immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by GrowDirector or any other user of or visitor to the Platform due to someone else using your User ID, password or account as a result of your failing to keep your account information secure and confidential

You may not use anyone else’s User ID, password or account at any time without the express permission and consent of the holder of that User ID, password or account. GrowDirector cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Privacy

GrowDirector’s Privacy Policy as shall be found at: (the “Privacy Policy”) applies to use of this Platform, and its terms are made a part of this Terms of Use by this reference. Additionally, by using the Platform and/or the Device or related Services, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you transmit to the Platform may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is well encrypted.

Links to Other Sites and Platforms

The Platform may contain links to other independent third-party sites or applications (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under GrowDirector’s control, and GrowDirector is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

GrowDirector is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked sites, platforms or applications, unless specifically stated herein or in the Platform. GrowDirector is not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their linked platforms, applications and sites. GrowDirector do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties, including in third-parties’ Linked Sites. You should carefully review the legal statements and other conditions of use of any Linked Sites which you access through a link from the Platform. Your linking to any other Lined Site is at your own risk.

Disclaimers

GROWDIRECTOR DOES NOT PROMISE THAT THE DEVICE, PLATFORM OR ANY CONTENT, PRODUCT, SERVICE OR FEATURE OF THE DEVICE OR THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE DEVICE AND PLATFORM WILL PROVIDE SPECIFIC RESULTS. THE DEVICE AND PLATFORM, AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE DEVICE, ON THE PLATFORM OR ANY CONTENT, PRODUCT, SERVICE OR FEATURE OF THE SAME IS SUBJECT TO CHANGE WITHOUT NOTICE. GROWDIRECTOR CANNOT ENSURE THAT ANY DATA YOU USE, RELY ON, OR DOWNLOAD FROM THE PLATFORM WILL BE FREE OF MISTAKES, VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. GROWDIRECTOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GROWDIRECTOR DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES (INCLUDING DISTRIBUTORS, AGENTS, AFFILIATES AND ETC.), IN CONNECTION WITH OR RELATED TO YOUR USE OF THE DEVICE AND THE PLATFORM AND/OR ANY GROWDIRECTOR PRODUCT, SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE DEVICE AND THE PLATFORM AND ANY CONTENT, PRODUCT, SERVICE OR FEATURE OF THE DEVICE OR THE PLATFORM (INCLUDING LINKED SITES). YOUR SOLE REMEDY AGAINST GROWDIRECTOR FOR DISSATISFACTION WITH THE DEVICE, THE PLATFORM OR ANY PRODUCT OR SERVICE IS TO STOP USING THE PLATFORM OR ANY PRODUCT OR SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

GrowDirector reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Device, the Platform, or any portion of the Platform, for any reason; (2) to modify or change the Platform, or any portion of the Platform, and any applicable policies or terms; and (3) to interrupt the operation of the Device, the Platform, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event will GrowDirector, its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for (a): any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if GrowDirector has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of GrowDirector and its affiliates, officers, employees, agents, suppliers and licensors, relating to the Services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to GrowDirector for the one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose

Violation of This Terms of Use

GrowDirector may disclose any information it has about you (including your identity) if GrowDirector determines that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Device and Platform, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) GrowDirector’s rights or property, or the rights or property of visitors to or users of the Device and the Platform. GrowDirector reserves the right at all times to disclose any information that GrowDirector deems necessary to comply with any applicable law, regulation, legal process or governmental request. GrowDirector also may disclose your information when GrowDirector determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes

You acknowledge and agree that GrowDirector may preserve any transmittal or communication by you with GrowDirector through the Device, the Platform or any Services offered on or through the same, and may also disclose such data if required to do so by law or GrowDirector determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce this Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of GrowDirector, its employees, users of or visitors to the Platform, and the public.

You agree that GrowDirector may, in its sole discretion and without prior notice, terminate your access to the Device and the Platform and/or block your future access to the Platform if we determine that you have violated this Terms of Use or other agreements or guidelines which may be associated with your use of the Device or the Platform. You also agree that any violation by you of this Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to GrowDirector, for which monetary damages would be inadequate, and you consent to GrowDirector obtaining any injunctive or equitable relief that GrowDirector deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies GrowDirector may have at law or in equity.

You agree that GrowDirector may, in its sole discretion and without prior notice, terminate your access to the Platform, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Device, the Platform or any Service offered on or through the Platform, or (4) unexpected technical issues or problems.

If GrowDirector does take any legal action against you as a result of your violation of this Terms of Use, GrowDirector will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to GrowDirector. You agree that GrowDirector will not be liable to you or to any third party for termination of your access to the Platform as a result of any violation of this Terms of Use.

Indemnity

You agree to indemnify and hold GrowDirector, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against GrowDirector by any third party due to or arising out of or in connection with your use of the Platform.

Governing Law

This Terms of Use and the Privacy Policy shall be solely governed by the Laws of the State of Israel, and any dispute arising from, or in relation with this Terms of Use, shall be subject to the exclusive jurisdiction of the competent courts of Tel-Aviv, and each of the parties hereby irrevocably submits to the jurisdiction of such jurisdiction.

Miscellaneous

You may not use or export or re-export any products, features, services or content, or any copy or adaptation of such, offered on the Platform or by the Device, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

If any of the provisions of this Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best and most closely embodies the intent of this Terms of Use, so that this Terms of Use shall remain in full force and effect. This Terms of Use constitute the entire agreement between you and GrowDirector with regard to your use of the Device and the Platform, and any and all other written or oral agreements or understandings previously existing between you and GrowDirector with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase or similar agreement you enter into with GrowDirector or any of GrowDirector authorized distributor, reseller or agent, GrowDirector will not accept any counter-offers to this Terms of Use, and all such offers are hereby categorically rejected. GrowDirector’s failure to insist on or enforce strict performance of this Terms of Use shall not be construed as a waiver by GrowDirector of any provision or any right it has to enforce thus Terms of Use, nor shall any course of conduct between GrowDirector and you or any other party be deemed to modify any provision of this Terms of Use. This Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties

GrowDirector provides access to GrowDirector international data and, therefore, may contain references or cross references to GrowDirector Services that are not necessarily legally permitted or announced in your country. Such reference does not imply that GrowDirector intends to announce or solicit the use of such Services in your country.

Language

The parties hereto confirm their express wish that this Agreement, as well as all other documents related hereto, including notices, be drawn up in the English language only and declare themselves satisfied therewith.