Growfio Website Terms and Conditions of Sale

Version No. 12 | Effective as of May 22, 2017

 

PLEASE READ THIS DOCUMENT CAREFULLY! 

WHEN YOU COMPLETE YOUR PURCHASE BY CLICKING ON THE ‘PLACE ORDER’ BUTTON AND/OR BY TAKING ANY OTHER ACTION INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU, AS THE BUYER, ARE REPRESENTING AND WARRANTING TO GROWFIO, LLC (“WE” OR “US”), AS THE SELLER, THAT YOU HAVE READ, ACCEPTED, AND FULLY UNDERSTAND THE TERMS OF THIS AGREEMENT (THIS “AGREEMENT”), WHICH INCLUDES A REFUND POLICY FOR LIMITED PRODUCTS AND SERVICES, AND A LIMITATION OF OUR LIABILITY. YOUR ACKNOWLEDGEMENT AS TO YOUR UNDERSTANDING OF THIS AGREEMENT, AND YOUR ACCEPTANCE OF THE RIGHTS, DUTIES, AND LIMITATIONS HEREIN, CONSTITUTE THE LEGAL CONSIDERATION THAT WE REQUIRE FROM YOU AS A CONDITION OF SALE.

YOU MUST ACCEPT THESE TERMS OR WE WILL NOT TRANSACT BUSINESS WITH YOU OR SELL YOU PRODUCTS, SERVICES, MEMBERSHIPS AND/OR SUBSCRIPTIONS OFFERD THROUGH OUR WEBSITE (OUR “SITE”) LOCATED AT HTTPS://WWW.GROWFIO.COM/. IN OTHER WORDS, YOUR ORDER WILL NOT BE PROCESSED IF YOU DO NOT ACCEPT THE TERM OF THIS AGREEMENT.

This Agreement is entered into between us as seller and you as buyer (even if another has submitted payment on your behalf, as long as you are the recipient thereof), and sets forth the terms and conditions for all sales made to you through our Site, including, without limitation relating to our creation of a website customized for you from a Growfio proprietary website design template (the “Website”), the hosting of that Website on our servers and the provision of certain Website maintenance services (collectively, the “Services”), which may vary depending on the available service plan you have selected.

Your Website and the Services are more fully described in the promotional and sales materials contained on our Site, which Site and its contents (including its Website Terms of Service and Privacy Policy) are incorporated herein by reference and together constitute a complete description of the Website and the Services.

For avoidance of doubt, the term “Services” as used herein shall also include, if and where applicable, additional items that may be promoted from time to time on our Site’s cart page, order confirmation page and/or on other pages of our Site.

We reserve the right to amend this Agreement and may, but will not be obligated to notify you of any such changes via electronic mail to the email address you have provided to us with your order. Regardless of whether we send you such an email, the latest version of this Agreement will be posted at https://growfio.com/terms-and-conditions-of-sale/, and all such changes shall be effective from the date of posting. It is your obligation to check this Agreement as posted from time to time. Your continued use of the Website and Services after any change to this Agreement constitutes your agreement to be bound by any such changes.

The terms of this Agreement shall also govern the use of any new features that augment or enhance the Website and the Services.

Section 1 – General Payment Terms

When you agree to purchase a Website and Services from us, you are agreeing to pay us the monthly or annual fees for the Website and the Services you have chosen (the “Growfio Fees”) as are set forth at https://growfio.com/pricing/, which contains the most current version of our applicable pricing. Plans that require monthly or annual payments will automatically renew until canceled and are billed to your default payment method on file with us. You may pay amounts due to us by credit card, debit card, or via PayPal, with the first payment being charged immediately upon your submission and our acceptance of your order. Debit card and credit card payments will be processed through Stripe.

Each of our Services plans, and the benefits, limitations and services included with each such plan are as described at https://growfio.com/pricing/, as may be updated from time to time.

The Growfio Fees, when charged by us and paid by you are refundable if we refuse to accept your order in our sole discretion, in which case you shall be refunded your advance payment. Website downtime can also result in a partial refund, as described in Section 3 of this Agreement.

We reserve the right to increase any Growfio Fees and/or to change the items, benefits and services included in any plan offered by us as described at https://growfio.com/pricing/.   New or increased pricing and/or plan parameters shall become effective immediately upon posting of any such increases and/or changes. Notwithstanding the foregoing, when you purchase subscription-based Services, you will continue to pay the same price each month until canceled, regardless of any modified pricing changes described at https://growfio.com/pricing/. We may, but are not obligated to, nor do we have a duty to personally notify you of any price increases. Your continued use of the Website and the Services following our publication on the Site of a price increase constitutes your agreement to such increases.

A finance charge of 2% per month on the unpaid amount of any amount due to us hereunder, or the maximum amount allowed by law (whichever is less), will be charged on past due accounts. Payments you make on delinquent accounts will first be applied to accrued finance charges, and then to the principal unpaid invoice balance. You shall liable for all attorney’s fees and costs of collection if we are required to engage in legal efforts to collect any unpaid balance on your accounts.

Any work performed by us on the Website beyond the Services included in the plan you have selected will be charged to you at our standard rates set forth at https://growfio.com/shop/add-ons/website-changes/.

Section 2 – Term & Termination

This Agreement shall be effective as of the date you place an order for the Website and Services, and shall remain in force until it is terminated by either you or as provided below.

This Agreement may be terminated by us (i) immediately if you fail to pay the Growfio Fees or any other fees for the Website, the Services and/or for add-ons you may order from us; (ii) if you fail to cooperate with us or hinder our ability to perform the Services; (iii) if you alter the Website to include any adult material or other content that we deem, in our sole discretion, to be illegal, immoral or improper in any jurisdiction or that we believe in our sole discretion could negatively reflect or cause harm to us or to our customers or prospects; or (iv) if you alter the Website to include any material that infringes the intellectual property (including copyright and trademarks) of a third party.

This Agreement may be terminated by you at any time, by written notice to contact@growfio.com (the email cancellation notice must come from the email associated with your account). You may also terminate this Agreement from within your account at https://growfio.com/my-account/. All Growfio Fees and/or fees for add-ons and other Services for the month in which you notify us of your desired termination/cancellation, once accepted by us, are non-refundable unless otherwise agreed in writing on a case-by basis. Your account with us, your rights to the Website (except with regard to your Content) and the Services, shall terminate at the end of the month in which you have notified us of your desired termination/cancellation. Upon effective date of termination, we will take down the Website and disable your access thereto.

If you wish to move the Website to a different hosting provider, and thus to cease the Services, on a case by case basis, upon a mutually acceptable price and subject to a mutually acceptable written agreement, Growfio may be willing to license the Website (our proprietary template upon which the Website has been built) to you on a long-term non-exclusive basis, should you so desire and should you initiate such discussion by making a written request to us. Please note that if you do purchase the Website, you would be purchasing the entire Website as built. If, however, the Website requires an ongoing plugin license for certain functionality that Growfio included in your Services plan, once that plan is terminated we will no longer provide that plugin (i.e., we will no longer keep it active), and you must purchase it on your own.

Plans cannot be “paused.” They may only be active or cancelled.

Section 3 – Development Service & Hosting Terms

Website Development Services

The Website and Services consist primarily of the creation, hosting and maintenance of a customized Website built upon a proprietary Growfio website design template. Maintenance options vary depending on the plan you have chosen to purchase, as described at https://growfio.com/pricing/. Once we have received payment of the initial Monthly Fee for the plan you selected, we shall set up and customize your website using the text, images and other materials you provide to us. After our initial customization, you may update the content of the Website through the content management administration system to which we shall provide you password protected access. Websites purchased from us shall only be hosted on our servers and cannot be transferred to a third-party hosting provider unless specifically agreed in writing by us. You are responsible to keep your account secure, including the username and password, and we will not be responsible for any changes made to the Website by any authorized or unauthorized user who obtains access through you.

All trademarks materials, text, graphics, video and other forms of content for the Website must be supplied by you (your “Content”) via email or as we otherwise may instruct. All Content in the nature of images must be in a .jpg, .png, or .tiff format. All Content in the nature of logos must be a .jpg, .png, .tiff, .eps, .svg, .ai, .psd, .afphoto, or .afdesign format. No other file formats are allowed. Text can be sent in the body of an email itself or attached as a document. If you send us text in a document, the following file formats are accepted: .docx, .doc, .rtf, or .txt.

You agree that we cannot deliver a completed Website to you unless you deliver us Content sufficient for the purpose. You represent and warrant to us that you own or have sufficient rights in your Content to enable you to provide them to us under this Agreement without the need for third-party consent. Furthermore, you represent and warrant to us that the Content and information you provide to us is correct, including all product and pricing information for products and services you may offer on the Website. We will not be responsible for typos or inadvertent copying errors with regard to this information, and it is your responsibility alone to proof-read and check all Content and information appearing on the Website for accuracy prior to launch.

As part of your Growfio plan, you will be given a login (username and password) to access the administrative back-end / WordPress content management platform of the Website, where you can manage your Content. Growfio disclaims all responsibility and liability for damages caused by your authorized agents or by 3rd parties who may obtain or use your login credentials with or without your consent. If you request us to remedy any issue caused by your edits or those of a 3rd party, such repair services will be at your expense and must be purchased in advance of commencement.

Prior to launching the Website online, we will show you the proposed Website for your approval. Once we provide you with login access to the Website, you will receive five (5) hours of developer time. During the five (5) hour developer time period, we will make basic revisions to the proposed Website, if you request such revisions. If the included five (5) hours are not sufficient, or if you require additional changes after revisions have been made during this included five (5) hour revisions allowance, you will have to purchase additional Website change development time on a per hour basis, available from our Site, before additional changes can be made.

If you do not require any changes to the proposed Website, the Website will launch as-is shortly after we receive your approval.

Every website we build includes the text “Powered by Growfio” in the footer with the text “Powered by Growfio” hyperlinked to https://www.growfio.com/. These developer credits are obligatory and may only be removed upon written request.

Notwithstanding the foregoing, Growfio reserves the right in its sole discretion to refuse to include ‘major’ changes to the Website in the initial Website development services included with your plan. For changes we deem to be ‘major’ changes, you must purchase add-on website change development time on a per hour basis, available from our Site. The number of add-on Website development service hours you require will depend on how extensive the changes you want are. We’ll do our best to evaluate your request and propose a timeframe for development time and cost.

Revisions that are not generally considered to be ‘major’ for the purpose of this Agreement include: adding or removing content, repositioning content, adjusting layout, or adding a free plugin if you desire a certain feature for which a free plug-in is readily available and easily integrated. Growfio also agrees to cover standard plug-ins up to a total of $40 in cost. If you require plug-ins that would cost in the aggregate over $40, you must pay the difference between $40 and the actual cost of the plug-ins you wish to include in your Website.

‘Major’ revisions for the purpose of this Agreement includes, without limitation: modifying the template theme, using code other than HTML and CSS, and/or designing custom graphics.

If any of your requested changes requires a purchase (e.g., including third-party plugins as stated above, etc.), you will be required pay for the cost thereof in advance.

We do not monitor the content of the Website. However, you agree not to include in the Website any content that infringes the intellectual property of anyone, including but not limited to copyrighted text, copyrighted images, and trademarks, nor will you include any content that is otherwise prohibited by applicable law, or that we in our sole discretion determine may be harmful or offensive to us and/or our customers and prospects.

As a benefit for customer loyalty to Growfio, if you have maintained a Growfio plan continuously for 4 years, Growfio will ‘refresh’ your Website (under the same plan, using any template we choose) should you wish at no additional charge. If you would like to upgrade your plan at that time, you might also do so concurrently with our free refresh.

Hosting

Hosting includes the amount of storage space for your Website, which includes the text, documents and pictures corresponding to the plan you have chosen at the time of purchase.

Growfio will ensure 99% Website uptime per month. Scheduled maintenance time of less than 4 hours each month will not be counted towards this uptime guarantee. If your website experiences more than 1% downtime, excluding scheduled maintenance, in a given calendar month, we will refund 25% of your payment for the month(s) which your Website had experienced more than 1% downtime.

Growfio will back up the Website in a commercially reasonable manner, typically once every 24 hours. Website backups may be stored by us for no longer than 10 days. We are not responsible for lost Content. You agree that backups will not be provided to you and are intended for disaster recovery only, not the restoration of individual files.

Domains

You are responsible for obtaining and maintaining the registration of your domain name. If you do not have a domain name, you may purchase one from a third-party purveyor of website domain names. If you already have an existing domain name, your DNS records must be pointed to the Growfio server where the new Website will be hosted. You will be provided with the specific ‘A record(s)’ and nameservers required to complete this task. If you wish to have us update this information for you, you must notify us and provide us with the necessary access to do so.

You acknowledge and agree that in order for Growfio to perform certain Services (including updating your DNS as stated above, or accessing your current hosting provider account in order to transfer your current website to Growfio hereunder), you must give us remote access to those third-party services, including by furnishing us with all necessary information, usernames and passwords required to do so. You acknowledge and agree that access is given to Growfio at your sole risk and peril. You acknowledge and agree that you have created a backup copy of all data that may be affected by our access to your third-party accounts. We are not responsible for creating backup copies of such data and information, and in no event shall we be responsible for any direct or indirect damage, tampering, loss of data or other problems arising out of or caused by our access to the third-party accounts to which you give us access hereunder to perform the Services.

In order to release a Domain Name from Growfio’s hosting services, we will charge a one-time transfer fee for such release. Release service is available for purchase as an add-on on our Site.

Selling Online – E-Commerce

If you intend on using the Website to sell goods or services, it is your responsibility to create an account with a payment processor of your choice. While we can suggest several options to you, we do not recommend or endorse any such processor. Your choice of processor must be solely your own based on your own research and knowledge of your particular needs. Third-party payment processing companies have their own terms and conditions of use, fees, privacy and other policies different and separate from these Terms. Please familiarize yourself with such policies of the provider you choose as you will need to agree to those separately from these Terms. Growfio is not associated in any way with any third-party payment processor and their fees charged to you are separate and in addition to our fees for the Website and Services purchased from us. 

Section 4 – Intellectual Property Rights

The Website shall only be hosted within our Company’s servers. You may not transfer the Website to another hosting provider unless it has been purchased from us as described in Section 2. We retain all intellectual property rights in the customized website template used to create the Website, including all copyrights, under all circumstances, including following the termination of this Agreement, by either party. For the purpose of providing you the Website and Services, in consideration for the Growfio Fees, we hereby grant you a paid-up, limited license to use the Growfio custom template, which license is coterminous with this Agreement. For avoidance of doubt, you do not own the template on which the Website is built. You own only your Content. We own the template on which the Website is built. If we custom-build a website template for the Website, such template belongs to and is nonetheless owned by Growfio (but not your Content—you always own that), and we may reuse this template (without your Content) with our clients generally.

Your Content furnished to us and used to create the Website shall at all times remain your property and shall be returned to you, or deleted by us from our servers upon termination of this Agreement for any reason. For the purpose of fulfilling our obligations under this Agreement you hereby grant us a royalty free, worldwide, exclusive license to store, copy, publish, host and display your Content via the Website.

As additional consideration for the Website and Services, you also hereby grant to Growfio the right to display the Website (including screenshots and mock-ups thereof) as examples of a particular implementation, as part of our online portfolio.

We do not under any circumstances wish to receive confidential information from you. You represent and warrant to us that any information you provide to us in connection with this Agreement shall not be confidential or proprietary to you or any third party.

Section 5 – Limitations of Use

You agree to use the Website and Services only for lawful purposes and in accordance with all applicable laws and regulations. You are prohibited from any use of the Website that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty could give rise to any civil or criminal liability, or that in our sole and absolute discretion could cause harm to us or to any of our other customers and/or prospects. Any unauthorized use of the Website and Services including but not limited to unauthorized entry into our systems, misuse of passwords, or misuse of any information posted on the Site is strictly prohibited.

Section 6 – Disclaimer of Warranties

While we represent to you that the Website is built, and the Services shall be performed by personnel we reasonably believe to possess competency in these consistent with applicable industry standards, we make no other representation, express or implied regarding the Website and Services, and no warranty or guaranty is included or intended in this Agreement, express or implied, or in any report, opinion, deliverable, work product, document or otherwise that we deliver to you. In particular, Growfio makes no representation whatsoever that the Website templates, and Services available from Growfio are compliant with laws and regulations that may apply to you, including, without limitation, any laws and regulations that relate to privacy and/or disabled accessibility (ADA compliance), both of which are your sole responsibility. Furthermore, no guaranty is made as to the efficacy or value of your Website.

THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY US CONCERNING THE PRODUCTS, SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

WE DO NOT GUARANTEE THE WEBSITE PLACEMENT ON SEARCH ENGINES.

WE ONLY PROVIDE A SERVICE TO YOU. ALL SOFTWARE, INFORMATION, CONTENT, MATERIALS, FILES, DATABASES, ARCHIVES, TECHNIQUES, PROGRAMS OR ANY TOOL OR DATA DEVELOPED AND USED FOR THE CREATION AND/OR USAGE OF OUR CUSTOM TEMPLATE WEBSITES, HOSTING AND OTHER PRODUCTS AND SERVICES PROVIDED BELONG SOLELY TO US, AND SHALL NOT BE TRANSFERRED TO YOU. YOU CAN ONLY UTILIZE THE WEBSITE AND SERVICES ON OUR SERVERS AND WITHIN OUR INFRASTRUCTURE.

Section 7 – Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU UNDER THIS AGREEMENT FOR (I) ANY INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, (II) LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, (III) LOSS OF DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY  PROVIDED HEREIN.

THE MAXIMUM REMEDY AVAILABLE TO YOU UNDER THIS AGREEMENT UNDER ALL LEGAL AND EQUITABLE THEORIES OF LIABILITY IS THE RECOVERY OF THE TOTAL AMOUNT PAID BY YOU TO US UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

Section 8 – Indemnification

You agree to defend us, indemnify us and hold us harmless from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs incurred by us in connection with any claim by a third party (including any intellectual property claim for copyright and trademark infringement) arising out of (i) your Content, or (ii) your use of the Website and Services in violation of this Agreement or of applicable law. You further agree that you will cooperate fully in the defense of any such claims. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without our written consent.

Section 9 – Binding Arbitration and Choice of Law

Our Site, the Website and the Services provided by us hereunder are provided from within the United States of America. We make no representation that the Site, the Website and Services are appropriate or available for use in other locations. If you access this Site, the Website or the Services from other locations, you do so at your sole risk and peril and are responsible for compliance with all local laws that are applicable to you. Exportation of the Site, the Website and the Services in violation of U.S. export regulations is prohibited. Any claim relating to this Site, the Website or the Services shall be governed by the internal substantive laws of the State of Maine, without regard the principles of conflicts of laws that could cause the law of another jurisdiction to apply. We reserve the right to make changes to this Site, the Website and Services and these disclaimers, terms, and conditions at any time without notice to you.

As additional consideration for our provision of the Website and Services to you, you agree to use only binding arbitration for any claim, dispute, or controversy of any kind (whether in contract, tort or otherwise) arising out of or relating to this Site, the Website and the Services, these Terms, our Website Terms of Service and our Privacy Policy. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association (“AAA”) which are in effect on the date a dispute is submitted. Information about the American Arbitration Association, its rules, and its forms are available from the American Arbitration Association, 335 Madison Avenue 10, New York, New York, 10017-4605. All arbitration proceedings will take place in Portland, Maine and shall be governed by the laws of the State of Maine and of the United States of America, as applicable.

If, notwithstanding the foregoing, for any reason any matter concerning these Terms, our Website Terms of Service, or our Privacy Policy is brought before a court of law, pre- or post-arbitration, you agree that the sole and proper jurisdiction for any such matter shall be a state, federal or other tribunal of competent jurisdiction located and sitting in Portland, Maine. You waive trial by jury in any such court proceeding to the fullest possible extent allowable under applicable law as additional consideration for, and as a condition to our allowing you to access our Site and/or to use the Website and Services.

The prevailing party in any arbitration or judicial proceeding relating to this Site, the Website and Services shall be reimbursed by the other party for any costs associated with the dispute and arbitration or court proceedings, including, without limitation, the prevailing party’s reasonable attorney’s fees, collection fees, investigation costs and travel expenses.

It is your responsibility to review these Terms from time to time for updates and changes, if any. The most current version of these terms will always be available for you to view at https://growfio.com/terms-and-conditions-of-sale/. You agree that your continued use of the Website and Services following our publication of a change to the above referenced version of these Terms constitutes your agreement to all such changes. For avoidance of doubt, we do not owe you any duty to provide additional notice(s) of any kind for any reason and any such notice is waived as additional consideration, and as a condition, for our allowing you to use the Website and Services.

Section 10 – Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

Section 11 – General Provisions

This Agreement is the entire agreement between you and us regarding the Site, the Website and Services and supersedes any previous agreements to which you have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against each of you, us and our respective successors and assigns. Neither the course of conduct between you and us, nor trade practice shall act to modify any provision of this Agreement. All rights not expressly granted herein are hereby expressly reserved.

For more information about us, these Terms, our Privacy Policy, our Website Terms of Service or otherwise, please contact us by e-mail at contact@growfio.com

© 2017 Growfio LLC. All rights reserved. Growfio and the Growfio Logo are trademarks of Growfio LLC.