Terms of Use

Last Modified: December 7, 2023

These Terms of Use (“Terms of Use”) apply to the services (“Services”) offered by Grow Learning Management System, LLC (“Grow”) in connection with the GrowLearning.com websites and related mobile applications (collectively the “Site”) to You. By using the Site, You represent and warrant that You are at least eighteen (18) years of age and You hereby agree to be bound by all of the following provisions of these Terms of Use, which form a legally binding contract between You and Grow. You further represent and warrant that You are not a competitor of Grow or any of its affiliates. If You do not agree to these Terms of Use, You are prohibited from accessing the Site and must immediately discontinue such access.

By accessing the Site, You consent to the collection and use of certain information, as specified in Grow’s Privacy Policy.

We reserve the right to modify these Terms of Use at any time without giving You prior notice. Your use of the Site following any such modification constitutes Your agreement to follow and be bound by these Terms of Use, as modified.

1. Permitted Use of the Site

You may use the Site, and the information, training modules, writings, images and/or other works that You see, hear or otherwise experience on the Site (singly or collectively, the “Content”) solely for Your non-commercial, personal purposes and/or to learn about Grow and the Services, products and opportunities we offer solely in compliance with these Terms of Use.

2. Prohibited Use of the Site

By accessing the Site, You agree that You will not (a) use the Site in violation of these Terms of Use, (b) copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so, (c) sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Site in any way, (d) use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Site in a manner that sends more request messages to the servers hosting Grow’s Services, products and Site, in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser, (e) use the Site in any manner that damages, disables, overburdens, or impairs any Grow website or interferes with any other party’s use and enjoyment of the Site, (f) mirror or frame the Site or any part of it on any other website or web page, (g) attempt to gain unauthorized access to the Site, (h) access the Site by any means other than through the interface that is provided by Grow for use in accessing the Site (i) use the Site for any purpose or in any manner that is unlawful or prohibited by this Agreement. Any unauthorized use of any Content or the Site may violate patent, copyright, trademark, and other laws. Grow

3. Termination of Grow Services

You understand and agree that in Grow’s sole discretion, and without prior notice, Your access to the Site may be terminated or suspended, and Grow may exercise any other remedy available and remove any Material, if it believes that Your use of the Site and/or any Material You provide (a) violates (i) these Terms of Use, (ii) the rights of Grow, its affiliates or another user, or (iii) any law or regulation, or are otherwise objectionable or inappropriate or (b) constitute fraudulent or unlawful activity of any nature. You agree that monetary damages may not provide a sufficient remedy to Grow for violations of these Terms of Use, and You consent to injunctive or other equitable relief for such violations without the requirement that Grow post a bond. Grow is not required to provide any refund to You if Your use is terminated as a result of Grow’s determination, in its sole discretion, that You have violated these Terms of Use.

4. Copyrights and Trademarks

The Site is based upon proprietary Grow technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of Grow or its licensors (if any). Grow owns and retains all of its copyrights in the Content. Except as specifically permitted on the Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and You agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. Grow and its other marks used by Grow from time to time are trademarks and the property of Grow. The appearance, layout, color scheme, and design of the Site are protected trade dress. You do not receive any right or license to use the foregoing. Grow may use and incorporate into the Site or any Service any suggestions or other feedback You provide, without payment or condition.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the Site or Service should be sent to Grow’s designated Copyright Agent. See the Claims of Copyright Infringement instructions below.

5. Information and Materials You Post or Provide

You represent that You have all right, title, and interest to materials You post on the Site or provide to Grow (“Materials”), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for You to provide, post, upload, input or submit the Materials.  You also represent that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You grant to Grow all rights, licenses and permissions necessary to display, reproduce, disseminate Materials provided through or disclosed by You.

You represent and warrant that You are who You say You are, that You have not submitted fictitious, false or inaccurate information about Yourself, and that all information contained in the posted Materials is true and Your own work or work You are authorized to submit.  You also represent the posted Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that You will not knowingly or with intent to defraud provide material and misleading information. You represent and warrant that the Materials You supply do not violate these Terms of Use.

6. Links to Third-Party Web Sites

Links on the Site to third party websites or information are provided solely as a convenience to You. If You use these links, You will leave the Site and be subject to the terms and privacy policies of those third parties. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Grow of the third party, the third-party website, or the information there. Grow is not responsible for the availability of any such websites. Grow is not responsible or liable for any such web sites or the content thereon.

7. Downloading Files

Grow cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs.

8. Disclaimers; Limitations of Liability

GROW AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF A SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITES, AND RELATED CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. GROW AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO A SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GROW IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GROW AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF A SITE, WITH THE DELAY OR INABILITY TO USE A SITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF A SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF GROW OR ANY OF GROW’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, GROW IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF GROW AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.

9. Indemnification

You understand and agree that You are personally responsible for Your behavior on the Site. You agree to indemnify, defend and hold harmless Grow, its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of Your use, misuse, or inability to use a Site or the Content, or any violation by You of these Terms of Use.

10. Claims of Copyright Infringement

Grow and its affiliates respect the intellectual property rights of others, and asks those posting or transmitting any Content to or through the Site to do the same. If You believe that Your work has been copied and/or infringed on this Site, You may notify Grow according to the notice requirements of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (“DMCA”) by sending the following information to Grow’s DMCA Registered Agent either by mail to InhabitIQ, Inc., Attn: General Counsel, 2035 Lakeside Centre Way, Suite 250, Knoxville, TN 37922 or by email to [email protected]:

A description of the copyrighted work that You claim has been infringed;
Identification of the material You claim is infringing, including a description of where such material is located;
Your address, telephone number, and e-mail address;
A signed statement that the information in Your notice is accurate, that You have a good-faith belief that the identified use is not authorized by the copyright owner, its agent, or the law, and under penalty of perjury, that that You are the copyright owner or are authorized to act on the copyright owner’s behalf.

11. General Provisions

a. Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Grow of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

c. Enforcement/ Choice of Law/ Choice of Forum. If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Use, Grow’s Privacy Policy, Your use of the Site, any other Grow website or the Content are governed by, and will be interpreted in accordance with, the laws of the State of Delaware, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Wilmington, Delaware in the event of any dispute of any kind arising from or relating to these Terms of Use, Grow’s Privacy Policy, Your use of the Site, any other Grow website or the Content.

Last Modified: December 7, 2023