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Terms and Conditions

Welcome to Growie.io

Date: September 29, 2023 Welcome to the Growie Affiliate Program These “Terms and Conditions” constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you,” “your”), as a Real Estate Broker or a Financial Broker (as applicable and as these terms are defined below), and Growie Operations, LLC (“Growie,” “we,” “our,” or “us”), concerning your participation and access to the Growie Affiliate Program (the “Affiliate Program”). In case you are willing to access to and use the Website (as defined below) and our Services as an Investor (exclusively acting on your behalf) (as these terms as defined below) you are required to accept and comply with the Terms of Use attached as Exhibit I hereof (the “Investor’s Terms of Use”). By submitting the online application, you are required to accept and comply with these Terms and Conditions. You agree, that by accessing Growie.io website and our related websites and applications (the “Website”) and participating in the Affiliate Program, you have read, understood, and agree to be bound by these Terms and Conditions. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITIED FROM PARTICIPATING IN THE AFFILIATE PROGRAM. By submitting your application, you are agreeing that you have read and understood these Terms and Conditions and that you agree to be legally responsible for compliance with each term and condition as stated. These Terms and Conditions are in addition to any agreements between you and Growie, unless otherwise specified. We may amend or modify these Terms and Conditions at any time by posting the updated Terms and Conditions on the Website. We will notify the updated Terms and Conditions by e-mail, notice on our Website, or similar means. The revised Terms and Conditions shall be effective on the date posted, but will not apply retroactively. Your continued access to or use of the Website or participation in the Affiliate Program after the posting of the revised Terms and Conditions constitutes your acceptance of the revised Terms and Conditions. If you do not agree to the revisions, your sole and exclusive remedy is to terminate your use of the Website and/or participation in the Affiliate Program. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS AND CONDITIONS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS PROVIDED, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS AND CONDITIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
SAFE HARBOR STATEMENT CERTAIN STATEMENTS CONTAINED ON THE WEBSITE, CONSTITUTE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS, INCLUDING OUR INTENDED ACTIONS AND PERFORMANCE OBJECTIVES, PROJECTIONS, TARGETS, ESTIMATES, OR FORECASTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS, INCLUDING OUR ABILITY TO SUCCESSFULLY DEVELOP AND OPERATE THE WEBSITE, OUR BUSINESS MODEL AND THE SERVICES WE INTEND TO OFFER. THESE FACTORS ARE BASED ON EXPECTATIONS AND ASSUMPTIONS THAT MAY CHANGE AND ARE SUBJECT TO REGULATORY UNCERTAINTY, CHANGES IN OUR LEGAL ENVIRONMENT AND THE BLOCKCHAIN AND REAL ESTATE INDUSTRIES GENERALLY, WHICH COULD CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ALL AMOUNTS, NUMBERS, RANGES, AND VALUES PRESENTED IN THIS DOCUMENT ARE SUBJECT TO MATERIAL CHANGE AND SHOULD BE TAKEN AS PRELIMINARY AND INDICATIVE ONLY. ANY SUCH AMOUNTS, NUMBERS, RANGES, AND VALUES ARE BASED UPON PRELIMINARY ESTIMATES, REMAIN SUBJECT TO ONGOING ANALYSIS AND MAY CHANGE MATERIALLY. ALL FORWARD-LOOKING STATEMENTS IN THIS DOCUMENT SPEAK ONLY AS OF THE DATE HEREOF. WE EXPRESSLY DISCLAIM ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN OUR EXPECTATION OR ANY CHANGE IN EVENTS, CONDITIONS, ASSUMPTIONS OR CIRCUMSTANCES.

  1. Description of the Affiliate Program The purpose of this Affiliate Agreement is to allow HTML linking between our Website and the Real Estate Broker’s or the Financial Broker website or its other social networking channels or posts (together, your “Sites”). Applicants who are accepted into the Affiliate Program will each receive a unique code or referral hyperlink (a “Referral Link”) that they are only allowed to share with potential referrals Preselected Investors (as defined below), according to the guidelines established in Section 6 hereof, to earn a Referral Fee. For purposes of this Affiliate Agreement, “Affiliate” means either a Real Estate Broker or a Financial Broker who created an Affiliate Account on our website and passed the anti-money laundering, eligibility and due diligence requirements run by Growie in order to be part of the Affiliate Program. “Closing” means the settlement of each crowdfunding project available on the Website. “Financial Broker” means an individual or entity who holds a license or it is otherwise authorized in the relevant jurisdictions where it runs its business to provide advice on any financial instrument, including securities or act as an intermediary of any financial instrument, including securities. “Investor” means an Accredited Investor according to the criteria established under the Investor’s Terms of Use. “Investment” means equity investments, performed by the Investors through the crowdfunding platform available in the Website, in special purpose vehicles (“SPV”) to be incorporated by Growie, in exchange for which the Investors will directly receive shares or equity rights in the SPV that would be issued in dematerialized form, documented in “security tokens”. “Investment Project” means each crowdfunding project available in the Website. “Preselected Investor” has the meaning assigned in Section 6(a) hereof. “Real Estate Broker” means an individual or entity who holds a real state estate broker license or it is otherwise authorized in the relevant jurisdictions where it runs its business to advise on buying, selling and transferring real estate properties. “Services” means the services provided by Growie according to the provisions set forth by the Investor’s Terms of Use.
  2. Important Notices By your acceptance of these Terms and Conditions, you acknowledge receipt of these notices and disclosures: Privacy Policy. Growie respects your privacy and is committed to protecting it.
  3. Affiliate Accounts. Eligibility. Enrollment Registration. To access certain features of the Website, you will be required to create a login and complete a User Profile by providing information about yourself and your Organization (if applicable). You agree that the information you provide to us is accurate and that you will notify us of any changes. Eligibility. To establish an Affiliate Account, you must: Be a Real Estate Broker or a Financial Broker; Be at least 18 years old; Be a “non-U.S. person or entity.” For purposes of this Affiliate Agreement, a “non-U.S. person or entity” is any natural person who is not a resident of, or located in, the United States, and partnership or corporation that is not organized or incorporated in, the United States, and any trust of which all of the trustees are not residents of, or located in, the United Sates; and Verify your identity and pass certain anti-money laundering checks and other due diligence requirements. Safeguarding Your Affiliate Account. When you register, you will be asked to establish a login and password that will be used to access your User Profile and Affiliate Account(s). We may require multi-factor authentication and other security features to access your User Profile and Affiliate Account(s). You are solely responsible for maintaining the confidentiality of your login and password, and you accept responsibility for all activities that occur under your login, User Profile and Affiliate Account(s). You are responsible for maintaining security and control of your login information, passwords, e-mails, devices you use to access the Website or to send any instruction to us, and bank accounts you have associated with your User Profile and Affiliate Accounts. You must keep your email account associated with your login secure against any attacks and authorized access. If you believe that your login information or associated email account is no longer secure, then you must immediately notify us at contact@growie.io. Account Usage. You must ensure that the login, User Profile, and Affiliate Account you register will not be used by any other person unless they have been registered and completed any required identity verification described in these Terms and Conditions. Growie reserves the right to terminate, suspend or restrict your access to the Website, or your login, User Profile or Affiliate Account(s) or refuse to complete a transaction or instruction, in its sole discretion. Circumstances in which such adverse actions are more likely to arise include compliance with legal or regulatory requirements, suspected breach of these Terms and Conditions by you or your User Profile or Affiliate Account, suspected security breach, fraudulent activity, money laundering, or other crime, suspicious activity, circumvention of our policies, controls, or procedures, or other actions that we deem warrant adverse action. Any instruction or order given for your User Profile or Affiliate Account using your login credentials or those of any other person you have registered for your User Profile or Investing Account for will be treated as being from you and fully authorized by you, and Growie will not be liable for relying on such instruction or order. Enrollment. To begin the enrollment process, you will apply electronically on the Website by reviewing and agreeing to these Terms and Conditions. Growie reserves the right to cancel your participation in the Affiliate Program at any time at our sole discretion. To protect the value of our firm and for the protection of our community members, we expressly state that we may cancel this Affiliate Agreement with you if we determine that you or your Sites are unsuitable for our Affiliate Program, including if they: promote or contain sexually explicit or obscene materials, promote violence or contain violent materials or promote, endorse or incite potentially dangerous or harmful acts, promote or contain false, deceptive, libelous or defamatory materials, promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age), promote or undertake illegal activities, incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law; include “Growie,” or a variant or misspelling of a trademark of Growie or its affiliates in any domain name, subdomain name, in any “tag” or Referral Link, or in any username, group name, or other identifier on any Site; or otherwise violate any intellectual property rights; contain software downloads that potentially enable diversions of fees, bonus, rewards or any type of compensation from other affiliates in our program; creation or design of Sites that explicitly or implied resembles to our Website nor design your Sites in a manner which leads customers to believe that you are Growie or any other affiliated business; promote or conduct any of the activities detailed in section 16 hereof. Authorization. Please note that if you are an individual and you access or use our Website on behalf of a company or other entity, such as your employer (together with its affiliates, an “Organization”), then: (i) these Terms and Conditions are an agreement between us and you and us and that Organization; (ii) you represent and warrant that you have the authority to bind that Organization to these Terms and Conditions (and if you do not have that authority, you may not access or use our Website); (iii) your acceptance of these Terms and Conditions will bind such Organization to these Terms and Conditions; (iv) your individual right to access and use our Website may be suspended or terminated (and ownership and administration of your User Profile may be transferred) if you cease to be associated with, or cease to use an email address associated with or provisioned by, that Organization; (v) we may disclose information regarding you and your use of our Website with such Organization; and (vi) the terms “you” and “your”, as used in these Terms and Conditions, refer to both you and such Organization. If you sign up for our Website using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Website (or reimburses you for payment of such fees), or otherwise, then, we may deem you to be accessing and using our Website on behalf of that Organization in our sole discretion. Investor User Profile. You have the option to create a User Profile as an Investor (exclusively acting on your own behalf). In such a case you are required to accept and comply with the Investor’s Terms of Use. You acknowledge and represent that you comply with the requirements to be qualified as an Investor under the Investor’s Terms of Use and that you will comply with the obligations and verification requirements established thereunder. Identity Verification and Anti-Money Laundering Inquiries. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to complete an Affiliate Account opening. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number and scans of government-issued identity documents. In addition to providing this information, to facilitate compliance with regulatory requirements for data retention, you agree to permit us to keep a record of such information for the lifetime of your Affiliate Account(s) plus any period of time as may be required by applicable law. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, we shall have the right to send you a notice to request corrections, remove relevant information directly and, as the case may be, terminate or cancel you Affiliate Account.
  4. Affiliate Program Compliance Requirements (a) You must comply with these Terms and Conditions to participate in the Affiliate Program and receive a Referral Fee. (b) You must promptly provide us with any information that we request to verify your compliance with these Terms and Conditions. If you violate this Affiliate Agreement, or if you violate the terms of use of the Website, then, in addition to any other rights or remedies available to us, we reserve the right to terminate this Affiliate Agreement and/or permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all Referral Fees otherwise payable to you hereunder, whether or not directly related to such violation without notice and without prejudice to any right of Growie to recover damages in excess of this amount.
  5. Representations and Warranties You represent and warrant that: This Affiliate Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; You have the full right, power and authority to enter into and be bound by the terms and conditions of this Affiliate Agreement and to perform your obligations established thereunder, without the approval or consent of any other party; You are at least 18 years old; You are a Real Estate Broker or a Financial Broker; You are a non-U.S. person or entity; You enter into and be bound by the terms and conditions of this Affiliate Agreement in light of your knowledge, experience, financial objectives, financial resources and other relevant circumstances related to your business as Real Estate Broker or a Financial Broker; You hereby certify that you are in full observance of, and not in violation of, the laws of the jurisdiction in which you reside and of each of the jurisdictions into which you may send a Referral Link in connection with your participation in the Affiliate Program, including (1) the legal requirements within your jurisdiction and in any jurisdiction where you intend to send a Referral Link; (2) any foreign exchange restrictions applicable in the relevant jurisdictions; (3) governmental or other consents that may need to be obtained; and (4) the income tax and other tax consequences, if any, that may be relevant to the receipt of Referral Fees hereunder; You are not required to obtain any licenses or registration under applicable law, including the rules and regulations of any self-regulatory organization with competent jurisdiction, to participate in the Affiliate Program as contemplated hereunder, and you will promptly obtain such licenses and registrations if any of them are necessary in order to act as an Affiliate and receive Referral Fees hereunder; You acknowledge that you are responsible for your own compliance with the securities laws of the relevant jurisdictions where you conduct your business (to the extent applicable), as well as all rules promulgated thereunder; You will contact only Preselected Investors; You have sufficient right, title, and interest in and to the rights granted to us in this Affiliate Agreement; You acknowledge that Growie is entering into this Affiliate Agreement in reliance on the representations, warranties, and agreements contained herein. You shall give prompt notice to Growie of the occurrence of any event that may affect the accuracy of any representation, warranty or agreement: provided that such notice shall not relieve you from your obligations hereunder or prevent any party from seeking an appropriate remedy.
  6. Guidelines Upon acceptance of these Terms and Conditions, you agree to comply with the following operational guidelines: The Referral Link shall only be submitted to preselected Investors, already known by the Affiliate or in relationship with the Affiliate for different reasons to the referral itself (the “Preselected Investors”);

    This Affiliate Program is intended to help grow the Growie community that you have become a part of. It is not intended as a “family-referral” program. You acknowledge and agree that a referral is not to be made to any member who is residing in your same household. This categorization may include, but is not limited to, friends, family members such as your partner who you are married to, children, and extended family such as parents or siblings. Additionally, you are restricted from referrals for members who you are financially responsible and with whom you do not reside in the same household, such as children and parents;

    You shall contact the Preselected Investors exclusively on a one-on-basis. The Referral Link shall only be distributed through letters, e-mails or other forms of communication addressed exclusively to the Preselected Investors accurately individualized on a one-on-one basis and at all times, you must clearly represent in the one-on-one communications with the Preselected Investors as independent from Growie;

    You shall not conduct any kind of public marketing campaign, mass mailing, cold calling and/or publishing through the Internet or any other means related to the Affiliate Program and/or this Affiliate Agreement;

    At the time of circulating the Referral Link on a one-on-one basis to the relevant Preselected Investors, you shall include the relevant legends or disclaimers required by the applicable regulations of the relevant jurisdictions where you conduct business;

    You will be solely responsible for your Site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
    • the technical operation of your Site and all related equipment,
    • complying with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your Site),
    • creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (other than posting of materials referred to Growie, this Affiliate Agreement or any type of communication that may imply a mass soliciting or public offering to potential Investors which are prohibited according to the provisions established hereof),
    • using your Site, and the materials on or within your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights),
    • disclosing on your Site accurately and adequately and otherwise satisfying applicable legal requirements, either through a privacy policy or otherwise, the use of cookies, pixels, and other technologies by you and third parties and how you collect, use, store, and disclose data collected from visitors in accordance with applicable laws, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers, and providing information on the visitor’s choices with respect to opting-out from online advertising where required by applicable law, and
    • any use that you make of the Website, whether or not permitted under the Affiliate Agreement. We may monitor your Sites as we feel necessary to make sure that you are operating in compliance with these Terms and Conditions. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your Sites. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights. Banning your account form the Affiliate Program: If we find that you are in violation of any of our guidelines, you will be notified of Growie’s action to restrict your action and remove eligibility via e-mail. If a subsequent violation occurs, you will no longer be eligible to participate in the Affiliate Program.
    • You certify that you have one account registered on our Website, and that you have not created multiple accounts utilizing various e-mail addresses in an attempt to garner referral credits for your own repayment.
    • Your referral can not receive a Referral Fee. If we detect that this is occurring, you will receive a warning e-mail and we will freeze your Referral Fees associated with this referral. We will also remove them as your referee.
    • If you receive in excess of two (2) violations, you will be ineligible to participate in this program for life.
  7. Referral Fee (a) Growie will reward each participant of the Affiliate Program with a referral fee. The referral fee will consist in an amount equal to 1.50% of every Investment each Preselected Investor performs through the Website which will be paid (i) for a period of three (3) years since registering on the Website through the Referral Link; and (ii) in cash, stablecoins or other type of cryptoassets, at Growie’s sole discretion (the “Referral Fee”). This Referral Fee will be paid to each participant of the Affiliate Program thirty (30) days after the Closing of the Investment Project on which the Preselected Investor made the respective Investment. (b) Growie reserves the right to change the Referral Fee at any time, to the extent it provides a thirty (30) days-term prior notice to the Affiliate.
  8. Affiliate Program Restrictions (a) When sharing a Referral Link in accordance with the guidelines set forth in section 6 hereof, you must disclose to the Preselected Investors the fact that you, as the Affiliate, may earn a Referral Fee. Failure to disclose this fact in the stated manner may result in sanction, including, but not limited to, loss of the Referral Fee, or Affiliate status, at Growie’s sole discretion. (b) You are free to promote your own Sites, but you agree and commits not to perform any promotion or advertisement that mentions Growie and/or its Affiliate Program. If Growie finds advertisements or promotions which are not in compliance with the provisions of this clause, Growie reserves the right to suspend, limit or terminate the participation in the Affiliate Program and the receipt of Referral Fees, at its sole discretion. (c) Affiliate agrees and commits not to perform any type of public or mass advertising including, but not limited to, the use of unsolicited commercial e-mail (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you shall not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return e-mail address. If it comes to our attention that you are in breach of this provision, we will consider that cause for immediate terminate of this Affiliate Agreement and your participation in the Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation. (d) Affiliate shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to Preselected Investors from the time the Preselected Investor clicks on a Referral Link shared by the Affiliate according to the guidelines detailed in section 6 hereof. As used herein a “Parasiteware” and “Parasitic Marketing” shall mean an application that (i) through accidental or direct intent causes the over writing or affiliate and non-affiliated reward tracking cookies through any other means than a customer initiated click on a Referral Link; (ii) intercepts searches to redirect traffic through an installed software, thereby causing, popups, reward tracking cookies to be put in place or other reward tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to [Google] and similar search or directory engines); (iii) set reward tracking cookies through loading of our Website in I Frames, hidden links and automatic pop ups that open our Website; (iv) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; and (v) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
  9. Growie Rights and Obligations (a) We have the right to monitor your Sites at any time to determine if you are following these Terms and Conditions. We may notify you of any changes to your Sites that we feel should be made to comply with this Affiliate Agreement and the guidelines established in section 6 hereof. If you do not make the changes to your Sites that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program. (b) Growie reserves the right to terminate this Affiliate Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Growie shall not be liable to you of any referral fee for such fraudulent referrals.
  10. Intellectual Property. Grant of Licenses (a) Grant of License. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links or codes solely in accordance with the terms of this Affiliate Agreement, and (ii) solely in connection with such Referral Links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials for one (1) year, to the extent that you are a member in good standing, and conditional on results of our Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Growie and the good will associated therewith will insure to the sole benefit of Growie. (b) Each party agrees not to use the other’s proprietary materials in any manners that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted herein, each party retains all right, title, and interest to its respective rights and no right, title, or interest in transferred to the other. (c) Feedback. If you choose to provide input, suggestions, or questions, or post to forums, chats, or otherwise on the Website or other Growie forum (collectively, “Feedback”), then you grant Growie an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Website and create other products and services. Growie has no obligation to use or exploit the Feedback in any manner. (d) Ownership; Proprietary Rights. The Website are owned and operated by Growie. The content, logos, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements (“Materials”) provided by Growie are protected by intellectual property and other laws and are our sole and exclusive property. All Materials included on the Website are the property of Growie or its third-party licensors. Except as expressly authorized by Growie, you may not make use of the Materials (other than in the case established in section 11(a) above). Growie reserves all rights to the Materials not granted expressly in these Terms and Conditions. Use of our Materials for any purpose not expressly permitted by these Terms and Conditions is strictly prohibited. (e) Third-Party Content, Services and Linked Websites. Third parties provide content, tools, reports, services, connectivity, and other material (collectively, “Third-Party Content”) on the Website. Growie does not prepare or endorse Third-Party Content, does not guarantee the accuracy, timeliness, completeness or usefulness of Third-Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third-party sites.
  11. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material posted on the Website, you may contact our designated agent at the following address: Growie Operations, LLC ATTN: Legal Department (Copyright Notification) 1300 Brickell Avenue, Miami, Florida 33131 legal@growie.io Any notice alleging that materials hosted by or distributed through the Website infringe intellectual property rights must include the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of the material that you claim is infringing and where it is located; your address, telephone number, and email address; a statement by you that you have a good faith belief that the use of the materials of which you are complaining is not authorized by the copyright owner, its agent, or the law; and a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES. Please note that this procedure is exclusively for notifying Growie and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Growie’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
  12. Term and Termination The term of this Affiliate Agreement will begin upon your Affiliate Account registration (as established in section 3 above). Either you or we may terminate this Affiliate Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice, provided that the effective date of such termination will be seven (7) days from the date notice is provided. Written notice can be in the form of mail, e-mail or fax. You can also provide termination notice by contacting us directly at contact@growie.io. In addition, this Affiliate Agreement will terminate immediately upon any breach of this Agreement by you. Upon any termination of this Affiliate Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Affiliate Agreement, except that the rights and obligations of the parties under Sections 14, 15, 17 and 22 hereof, together with any payable but unpaid payment obligations under this Affiliate Agreement, will survive the termination of this Affiliate Agreement. No termination of this Affiliate Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Affiliate Agreement prior to termination.
  13. Modification We may modify any of the terms and conditions of the Affiliate Agreement at any time at our sole discretion, and changes shall be reflected on our Website. Notifications of changes may occur via various means but specific e-mails to Affiliates is not guaranteed and may not occur. Modifications may include, but are not limited to, changes in the payment procedures and the Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate this Affiliate Agreement, in accordance with the procedure detailed in section 12 hereof. Your continued participation in the Affiliate Agreement following the posting of the change notice or the new Affiliate Agreement on our Website will indicate your agreement to the changes.
  14. Limitation of Liability WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AFFILIATE AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSIN ESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL GROWIE’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THIS AGREEMENT.
  15. Indemnification To the fullest extent permitted by law, you are responsible for your use of the Website, and you agree to defend, indemnify, and hold harmless Growie and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Growie Entities”) from and against any and all claims related liability, damage, obligations, losses, costs, debts, and expenses, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your access and use of, or misuse of, the Website; (b) your violation of any portion of these Terms and Conditions, any representation, warranty, or agreement referenced in these Terms and Conditions, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute, issue, or agreement between you and any third party, I any misleading, false, or inaccurate information uploaded to your User Profile or Affiliate Account, (f) any third party’s access to or use of our Website with your username(s), password(s), or other security code(s), or (g) any interactions between or agreements between you and another user or any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
  16. Securities Products (to the extent applicable). Investment opportunities offered and/or purchased on the Website could be considered “Securities” under applicable law. No application has been or will be made with any applicable authority to offer the Securities in any jurisdiction. Neither the Website nor any other offering material in relation to the Securities has been registered with any applicable authority. The Securities may not be sold, offered or distributed in any jurisdiction, nor may any subsequent resale of the Securities be carried out in any jurisdiction except (i) in circumstances which do not fall under the scope of public offering as defined by any applicable law; or (ii) complying with all applicable legal and regulatory requirements in relation thereto. You acknowledge and represent that in case you share the Referral Link to Preselected Investors the Securities are only suitable for Preselected Investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid. Additionally, the Securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. You must be able to afford to lose your entire investment. Content provided on the Website has been prepared without reference to any particular investment requirements or the financial situation of any person or entity. YOU ALONE ARE RESPONSIBLE FOR SEEKING THE ADVICE OF A QUALIFIED THIRD-PARTY PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. Featuring or posting on the Website of any opportunity or Security does not constitute a recommendation by Growie that you invest in that Security or a representation of the quality of any potential investment. Growie does not recommend or endorse any particular issuer, sponsor of an investment opportunity, or an investment in any particular investment. In cases where a third party is the Sponsor and/or Issuer of an investment opportunity, the third party, and not Growie, is responsible for compliance with exemptions from registration under the applicable laws of any relevant jurisdiction, as well as any other applicable laws. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the relevant regulatory authority. We strongly advise you to consult a legal, tax and financial professional and carefully review all the specific risk disclosures provided as part of any offering materials and ask the Issuer a questions you may have or request additional information.
  17. Dispute Resolution Arbitration. READ THIS SECTION 17 CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section 17 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms and Conditions, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of our Website, including receipt of any advertising, marketing, or other communications from us; (iii) any transactions through, by, or using our Website; and (iv) any other aspect of your relationship or transactions with us (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms and Conditions.
    If you are a new Affiliate, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms and Conditions by emailing us at legal@growie.io with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms and Conditions, including the provisions regarding controlling law or in which courts any disputes must be brought. For any Claim, you agree to first contact us at legal@growie.io and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall prevail. The seat of the arbitration will be Miami, Florida. If you are using our Website for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorney’s fees and reasonable costs for expert and other witnesses. If you are an individual using our Website for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms and Conditions, or any provision of these Terms and Conditions, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
    NOTHING IN THIS SECTION 17 WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.
    If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated In a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
    Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR WEBSITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
  18. Third-Party Information. The Website contents include information provided by third parties. While Growie continually endeavors to provide reasonably and materially correct information, Growie cannot verify or guarantee the accuracy or completeness of all information provided by third parties. Growie makes no representation, warranty, or assurance that any information posted on the Website concerning or by third parties is accurate or complete and has no responsibility or liability for that information. Growie disclaims all liability and responsibility arising from any reliance placed on such materials by any User or anyone who may be informed of the content. All statements and/or opinions expressed in Third-Party Content (as defined below) are solely the opinions and the responsibility of the person or entity providing the Third-Party Content. We do not endorse or assume any responsibility for any such third-party services. If you access a third-party service from our Website or share your content on or through any third-party service, you do so at your own risk, and you understand that these terms and our privacy policy do not apply to your use of such third-party services. If you use a third-party service, you are subject to and agree to the third party’s terms and conditions and privacy policy made available on or agreed in connection with their services.
  19. User Interactions and Disagreements. The Website may allow you to interact with Investors, investment Issuers or Sponsors and other users. You acknowledge that third-party Investors, investment Issuers or Sponsors and other users are not affiliated with or controlled by Growie or its affiliates. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND SHARING OF INFORMATION AND GROWIE AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR AGREEMENTS BETWEEN YOU AND OTHER USERS OR THIRD-PARTY SPONSORS. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OR THIRD-PARTY SPONSORS, YOU IRREVOCABLY AND FOREVER RELEASE GROWIE (AND GROWIE’S AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
  20. Event of Death. In the event of your death, the representative of your estate or the survivor or survivors shall notify Growie, and Growie may, before or after receiving notice, take proceedings, require papers and inheritance or estate tax waivers, or restrict transactions in the Affiliate Account. In the event of your death, Growie may cancel all open offers, but Growie shall not be responsible for any action taken on such offers prior to the actual receipt of notice of death. Further, Growie may in its discretion close the Affiliate Account without awaiting the appointment of a personal representative for your estate and without demand upon or notice to any personal representative.
  21. Tax; Tax Reporting. (a) You acknowledge that it is your responsibility to declare and pay any applicable income, gains, or similar taxes to all applicable tax authorities, make any tax filings, and to pay any and all taxes (“Taxes”) when due in all applicable jurisdictions. (b) Growie does not pay additional compensation to you for Taxes. If the withholding of any Tax is required in respect of any payment to you, Growie will (1) withhold the applicable amount from such payment and (2) pay such amount to the relevant authorities in accordance with any applicable law in the relevant jurisdiction(s). Upon request from you, Growie will provide a copy of the tax receipt documenting payment of the tax to the relevant authorities. You agree to complete and provide to us or to the applicable taxing authority at least [ten] ([10]) days prior to the payment due date, such forms, certifications or other documents as may be reasonably requested by Growie, to reduce or exempt withholding Taxes with respect to payments made to you when and where required by applicable law. If it is later determined that Growie should have withheld and/or paid additional Tax but did not withhold or pay such Tax, then you shall pay the applicable tax and hold Growie harmless from any penalties or interest thereon.
  22. Confidentiality. You acknowledge that you may have access to certain confidential and proprietary information (“Confidential Information”) of Growie, Investors, Issuers, Sponsors, and others through the Website. Confidential Information includes any information, including information from other Users shared via the Website, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. This Confidential Information includes, but is not limited to, private placement memorandum, business plans, financial projections, financial results, and investment agreements. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the your breach of this Section 22; (b) is or becomes available to the you on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from our disclosure thereof; (c) was in your possession prior to the our disclosure thereof; or (d) was or is independently developed by you without using any of the discloser’s Confidential Information. You agree to treat such information as confidential, protect and safeguard the confidentiality of the information with at least the same degree of care as you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care, not use it for any purpose other than the investment purposes for which the information was provided to you, and not to disclose it to any third party, except (x) as necessary to permit your accountant, lawyer, or investment advisor to provide services other than affecting like transactions; (y) in connection with an audit or regulatory examination by federal or state regulators; or (z) as may otherwise be legally required or authorized. If you are required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify us of such requirements to afford us the opportunity to seek, at our sole cost and expense, a protective order or other remedy. You acknowledge that we will be irreparably harmed if our Confidential Information is distributed in breach of this Section 22, and that we would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, you agree that we shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section 22 by you without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.
  23. Prohibited Conduct. You agree that you will not: Use the Website, its content, or Materials to identify potential investment opportunities from third-party Investors, Sponsors or Issuers and attempt to circumvent Growie and invest directly with such third-party Investor, Sponsors or Issuers on your behalf or on behalf of anyone else; Use the Website to advertise or solicit other Users for any purpose, commercial or otherwise; Use the Website for any illegal purpose or in violation of any local, state, national, or international law; Harass, threaten, demean, embarrass, or otherwise harm any other User, Growie employee, Investors, Sponsor, Issuer, or other person, as determined by Growie in its sole and absolute discretion; Violate, or encourage others to violate, any right of Growie or a third party, including by infringing or misappropriating any Growie or third-party intellectual property right; Interfere with security-related features of the Website, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the services provided through the Website except to the extent that the activity is expressly permitted by applicable law; Interfere with the operation of the Website or any User’s enjoyment of the Website, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any offer or advertisement to another User; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Website; Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other account without permission, or falsifying your age or date of birth; Sell or otherwise transfer the access granted under these Terms and Conditions or any right or ability to view, access, or use any Website’s content or Materials; Attempt to do any of the acts described in this Section 23 or assist or permit any person in engaging in any of these acts; Disassemble, reverse engineer, decode or decompile any part of the content or services provided through our Website; Use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record content from our Website in a manner that sends more request messages to the Growie servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Growie grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); Use our Website in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of our Website or any User’s use of our Website, or (iii) the behavior of other applications using our Website; Use our Website in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our Users, or any other third party;
    Use or display our Website in competition with us, to develop competing products or services, for benchmarking or competitive analysis of our Website, or otherwise to our detriment or disadvantage;
    Bypass the measures we may use to prevent or restrict access to the Website, including without limitation features that prevent or restrict use or copying of any Website’s content or enforce limitations on use of the Website or the content therein; or
    Copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter or create derivative works of any part of our Website or any of our intellectual property including without limitation by any automated or non-automated “scraping.”
  24. General Independence. You and we are independent contractors, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Affiliate Agreement, you will be deemed to have taken the action yourself. Notice Procedures and Changes to these Terms. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our Website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms and Conditions or our [Privacy Policy.] We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms and Conditions from time to time, and so you should review this page periodically. When we change these Terms and Conditions in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms and Conditions. These Terms and Conditions apply to and govern your access to and use of our Website effective as of the start of your access to or use of our Website, even if such access or use began before publication of these Terms and Conditions. Your continued use of our Website after any such change constitutes your acceptance of the new Terms and Conditions. If you do not agree to any part of these Terms and Conditions or any future Terms and Conditions, do not use or access (or continue to access) our Website. Governing Law; Jurisdiction. These Terms and Conditions are governed by the laws of the State of Florida without regard to conflict of law principles. You and Growie submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Miami, Florida for resolution of any lawsuit or court proceeding permitted under these Terms and Conditions. Additional Terms. Your use of the Website is subject to all additional terms, policies, rules, or guidelines that we may post on or link to from the Website (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms and Conditions. Contact Information. The Website is offered by Growie, located at 1300 Brickell Avenue, Miami, Florida 33131. You may contact us by emailing us at contact@growie.io. Binding Effect; Assignment. This Affiliate Agreement shall bind your heirs, assigns, executors, successors, conservators and administrators. You may not assign this Affiliate Agreement or any rights or obligations under this Agreement without first obtaining Growie’s prior written consent. Growie may assign, sell, or transfer your Affiliate Account, the Website, and/or its obligations under these Terms and Conditions, or any portion thereof, at any time, without your prior consent. Severability. If any provisions or conditions of these Terms and Conditions are or become inconsistent with any present or future law, rule, or regulation of any applicable government, regulatory or self-regulatory agency or body, or are deemed invalid or unenforceable by any court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the extent permitted by applicable law, to make these Terms and Conditions in compliance with such law, rule or regulation, or to be valid and enforceable, but in all other respects, these Terms and Conditions shall continue in full force and effect. Entirety of Agreement. These Terms and Conditions, and any attachments, disclosures, agreements and policies referred to in these Terms and Conditions contain the entire agreement between Growie and you and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Growie and you with respect to the Website, provided, however, that any and all other agreements between Growie and you, not inconsistent with these Terms and Conditions, will remain in full force and effect. No Waiver; Cumulative Nature of Rights and Remedies. You understand that Growie’s failure to insist at any time upon strict compliance with any term contained in these Terms and Conditions, or any delay or failure on Growie’s part to exercise any power or right given to Growie, or a continued course of such conduct on Growie’s part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies given to Growie in these Terms and Conditions are cumulative and not exclusive of any other rights or remedies to which Growie is entitled.