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This Service must be used within the applicable laws of the State relating to the formation of businesses. This Service is intended only for use in the United States.
Account Setup: To access specific functionalities of the Services, it is necessary to establish an account (“Account”) and supply detailed personal information as required by our registration process. You affirm and guarantee that: (a) the registration details you provide are complete and correct; (b) you will keep this information up to date. You have the option to cancel your Account whenever you choose, for any reason, by adhering to the site’s cancellation instructions, which may include applicable early termination charges. Growspera reserves the right to suspend or terminate your Account following the guidelines outlined in the Terms and Termination Section.
You must be 18 years of age or older to use or register for Services.
License: Under this Agreement, Growspera provides you with a non-transferable, non-exclusive, revocable, limited license to access and use the Site and App strictly for your personal and non-competitive purposes.
Usage Limitations: The permissions granted to you under this Agreement come with specific limitations, including: (a) you are prohibited from licensing, selling, renting, leasing, transferring, assigning, distributing, hosting, or commercially exploiting the Site or App, either wholly or partially, or any content displayed therein; (b) you are not permitted to modify, create derivative works from, disassemble, reverse compile, or reverse engineer any part of the Site or App; (c) you must not use the Site or App to create a similar or competitive website, product, or service, nor to extract information that could be utilized to compete with Growspera, such as details of its business partnerships; and (d) except as explicitly stated in this Agreement, you may not copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Site or App in any form or by any means. Future releases, updates, or other enhancements to the functionality of the Site or App are also governed by this Agreement. Copyright and proprietary notices on the Site or App, or on any displayed content, must be maintained on all reproductions.
Modification: Growspera maintains the authority to alter, pause, or terminate the Services (either entirely or partially) at any moment, potentially without prior notification. However, in instances where Growspera offers services on a monthly or annual basis, we will strive to inform you prior to the commencement of the next subscription period. You acknowledge that Growspera bears no liability to you or any third party for any changes, suspensions, or cessations of the Services or any components thereof.
Support and Maintenance Disclaimer: You recognize and accept that Growspera is under no obligation to offer any form of support or maintenance for the Services.
Intellectual Property Rights: You acknowledge that, apart from any User Content you contribute, all intellectual property rights, such as copyrights, patents, trademarks, and trade secrets related to the Site or App and its content, belong to Growspera or its suppliers. This Agreement does not confer to you or any third party any ownership, rights, titles, or interests in these intellectual property rights, beyond the limited access rights explicitly stated herein. Growspera and its suppliers retain all rights that are not explicitly granted in this Agreement, and no implied licenses are offered under this Agreement.
Designated Authorized Signatory: When you appoint an Authorized Signatory, you are providing Growspera with a limited power of attorney to employ and sign the Authorized Signatory’s name on all necessary formation documents. This includes, but is not limited to, Articles of Organization, Annual Reports, changes in Registered Agent, and Amendments. Should Growspera need to dissolve the entity due to your inaction, or if it is found that the information you provided was false, incomplete, or inaccurate, you also confer upon Growspera a limited power of attorney to utilize and sign the Authorized Signatory’s name on any documents related to the dissolution or withdrawal of the entity. By designating an Authorized Signatory, you affirm that you possess the requisite rights, authority, and consent to use the Authorized Signatory’s name and to extend the limited power of attorney as detailed in this provision.
Entity Name Verification: As a service to our customers, Growspera will check the availability of your desired entity name. However, it remains your responsibility to ensure that the chosen name and the services you intend to provide comply with any licensing, credentials, or approvals required by state or local authorities.
Growspera has developed a comprehensive privacy policy to inform you and other users about how we collect, use, and manage your personal information. This includes details on our utilization of services such as OpenAI and ChatGPT, along with other artificial intelligence technologies. You can access our full privacy policy at www.growspera.com/privacy .
Growspera assesses service fees as well as state filing fees. The state filing fees are transferred directly to the respective state and may vary based on state regulations. Growspera facilitates the collection of these fees through a third-party payment service. The fees charged by Growspera cover the costs associated with forming your business, filing documents with the state, and any additional services you choose to use through our site.
One Payment Services: Growspera provides certain services that require a one-time fee. These include, but are not limited to, obtaining an Employer Identification Number (EIN) for your business, expediting the business formation process with the state, and other occasional services offered by Growspera. These one-time fees are due at the moment you request the service and are not part of any automatic renewal or recurring billing arrangements described elsewhere.
Abandoned or Incomplete Orders: You acknowledge that, except as mandated by law, you are not entitled to cancel, receive a cash refund, or obtain store credit for any order that remains undelivered 90 days after the purchase date, unless the non-delivery is due to an error on Growspera’s part. The breakdown of fees provided is for your convenience. Should an order be abandoned, you may be liable for liquidated damages equivalent to the amount you paid to Growspera, compensating us for our commitment to servicing your order.
Refund Policy: Refunds are provided for services; however, state and other government fees are not refundable.
Organizer or Equivalent Authorization: By utilizing Limited Liability Corporation (LLC) and incorporation services from Growspera and agreeing to these Terms of Use, you grant Growspera the authority to undertake all required actions to register your entity in the state(s) you specify. These actions may include, but are not limited to, (i) appointing Growspera, one of its representatives, or a third-party designated by Growspera, as the organizer (or equivalent) of your company; (ii) signing incorporation documents on your behalf; (iii) completing incorporation forms for you; (iv) submitting these documents for filing; or (v) withdrawing Growspera or its designated representative as the organizer of your company.
Eligibility: To qualify for our state-filing service, your entity must remain in good standing with the State. Failure to respond will result in a delinquency with the Secretary of State, and you may be subject to State penalties and/or having your entity’s status revoked or suspended.
Eligibility Requirements: To be eligible for our state-filing service, your entity must maintain good standing with the State. Lack of responsiveness can lead to delinquency issues reported to the Secretary of State, potentially resulting in penalties, or suspension or revocation of your entity’s status.
Compliance Notifications: Growspera will make efforts to contact you via the email address we have on record, up to five times, to notify you of any upcoming filings. Additionally, for those subscribed to our Registered Agent services, we will pass along any pertinent notices we receive in our role as your registered agent. This includes reminders for annual reports, delinquency alerts, and other compliance-related communications from State Secretaries. Please ensure that you keep Growspera updated with any changes to your contact information..
Service Exclusions: Please note that local, industry-specific licensing, and tax requirements are not covered under this state filing service, unless explicitly included in your selected package.
Registered Agent Services: If you have opted for Registered Agent Services from Growspera, please review the specific terms applicable to Registered Agents provided in the agreement.
Beneficial Ownership Filing Services: Should you opt for Beneficial Ownership Filing Services from Growspera, ensure you consult the Beneficial Ownership Filing Terms of Service for detailed information.
These Registered Agent Services Terms (“RA Terms”) are incorporated into and govern your relationship with Growspera LLC (“Growspera,” “we,” “us,” or “our”) regarding registered agent services. These services may be included as part of a business formation package (“Registered Agent Services”) or offered independently as a standalone product (“Registered+”) If there is any inconsistency between these RA Terms and our general Terms of Service, these RA Terms control for all registered agent matters. By purchasing or using RA Services, you consent to the provisions below and authorize Growspera to perform the services either directly or through one or more qualified third-party providers selected by Growspera at its discretion. You acknowledge that the registered agent listed for your entity may be Growspera or a Growspera-selected third party, and you consent to either being appointed as your registered agent.
Appointment of Agent and Authorized Providers
You appoint Growspera, or a third-party agent designated by Growspera, as the registered agent for your entity in the jurisdiction(s) specified by you, with authority to receive service of process, official government correspondence, Secretary of State mail, and other legal or regulatory communications as required by law (“Legal Mail”). You understand that maintaining a registered agent is a statutory obligation and that failing to maintain an active appointment may result in penalties, default, or administrative dissolution.
Delivery and Processing of Legal Mail
Upon receipt of Legal Mail, the registered agent will use commercially reasonable efforts to scan, digitize, and upload such documents to your account and provide electronic notice to your designated contact(s), generally within twenty-four (24) hours of receipt. Upload and notice constitute valid delivery to you. You bear sole responsibility for monitoring your account, retrieving uploaded documents, and acting within applicable deadlines. Neither Growspera nor any designated agent guarantees uninterrupted systems or carrier performance and is not liable for delays or failures caused by mail carriers, technical issues, force majeure, or your failure to maintain accurate contact information.
Restrictions on Use of Registered Address
The registered agent address (the “Registered Address”) is provided solely to satisfy the statutory requirement for service of process and official government notice. You may not hold out, advertise, or suggest that the Registered Address is your principal office, customer-facing location, mailing address, or place of business, and you may not place it on marketing materials, websites, or business cards as your operational address. Any unauthorized use is a material breach, and you agree to reimburse Growspera for all costs incurred in mitigating such misuse, including handling, redirection, or disposal of items.
Handling of Non-Legal Mail and Packages
RA Services cover Legal Mail only. Regular business correspondence and solicitations (“Non-Legal Mail”) fall outside scope. As a courtesy allowance, up to five (5) pieces of Non-Legal Mail per service year may be scanned and uploaded at no charge; once that allowance is met, a $15 charge applies per additional item of Non-Legal Mail to view or download. Items deemed junk mail will not be uploaded. Packages or oversized items addressed to the Registered Address may be refused or returned at delivery; if refusal is not feasible, we may hold packages temporarily and will notify you, but no longer than fourteen (14) days from notice of receipt; after that, packages may be discarded. Growspera is not a bailee, warehouse, or insurer; no duty of care is owed for Non-Legal Mail or packages, and you assume all risk and cost of any optional forwarding and any shipping insurance.
Customer Duties and Compliance
You must keep your account information accurate and current, including entity name, jurisdiction, principal business address, and contact details, and you must regularly monitor your account for uploaded items and notices. You may not file or cause to be filed any USPS change-of-address or mail-forwarding request using the Registered Address. Upon learning that a client, affiliate, or agent of yours has attempted such a filing, you must promptly demand cessation and ensure withdrawal within three (3) business days and provide Growspera sufficient contact information to pursue remedies for misuse of the Registered Address. Compliance with all statutory deadlines and requirements remains solely your responsibility; RA Services do not include legal advice or compliance management.
Fees
(i) You agree to pay all fees, charges, taxes, and pass-through costs related to RA Services in accordance with the pricing in effect at the time of purchase and as amended in compliance with these RA Terms. (ii) Fees are due and owing regardless of whether you receive or review any Legal Mail, and your obligation continues until RA Services are validly terminated and all post-termination duties under Section (c) are satisfied. (iii) Growspera may increase fees effective on the first day of any renewal term by providing at least thirty (30) days’ prior notice. If you fail to cancel in accordance with Section (a) and provide proof of removal in accordance with Section (c)(i) before the renewal date, you will be deemed to have accepted the new fees for that renewal term and all subsequent renewal terms unless later modified with proper notice. (iv) Fee reductions apply only prospectively as of the next renewal and do not entitle you to any pro rata or retroactive refund for the then-current term. (v) All fees paid are non-refundable except where expressly required by applicable law or specifically stated in these RA Terms.
Billing
You must provide a valid payment method at purchase sufficient to pay the initial RA service term (the “Initial Term”), and payment is due as directed during checkout. RA Services renew automatically at the end of the Initial Term and at the end of each successive renewal term (each, a “Billing Date”) until you notify us of termination in accordance with these RA Terms or services are otherwise terminated. If you do not provide timely notice, you authorize Growspera to charge the renewal fee to the payment method on file on each Billing Date. Growspera may, without separate notice, adjust your Billing Date in later periods, which may be reflected by a prorated charge based on the number of days elapsed since your prior Billing Date. Unless Growspera notifies you otherwise in accordance with these RA Terms, the renewal charge will equal the original purchase price or the then-current renewal price communicated under our fee-change notice. If a charge is declined, you authorize Growspera to make multiple attempts and to obtain automatic updates to your payment credentials from your card issuer or payment network. Failure to maintain valid payment credentials may result in suspension or termination of RA Services, without relieving you of liability for amounts due.
(a) Cancellation by Customer.
You may cancel RA Services by contacting our support line at 646-542-1088 or by emailing legal@growspera.com. Upon receipt of cancellation, Growspera or its designee may, where permitted by law, file a resignation of registered agent with the appropriate state filing office. You remain solely responsible for the timely appointment of a successor registered agent and for any fees, penalties, or state charges associated with such change. Cancellation does not relieve you of responsibility for fees or charges incurred prior to the effective date of resignation. Following cancellation or resignation, any Legal Mail received may, at Growspera’s discretion, be returned to sender, destroyed, or uploaded in a locked-view format requiring either payment of a document-access fee or reinstatement of RA Services to view.
b) Termination by Growspera.
Growspera may terminate RA Services and resign as your registered agent, with proper notice if required by state law, for any lawful reason, including but not limited to: (i) your failure to provide accurate, complete, or current information, (ii) the inability to locate you after reasonable and diligent efforts, (iii) non-payment of fees, (iv) suspected unlawful or fraudulent activity, or (v) any other lawful ground. In such case, your sole remedy will be a refund of prepaid fees specifically attributable to the then-current RA Service Term.
Obligations Following Termination.
(i) Mandatory successor appointment and proof. Upon termination, cancellation, or resignation of Growspera as your registered agent, you are required, without exception, to immediately designate a qualified successor registered agent in the same jurisdiction or, where expressly permitted by law, assume the role of your own registered agent. You are solely responsible for all governmental charges, appointment fees, and registration or filing fees connected to this change. Failure to make this designation promptly does not relieve you of liability for state compliance obligations, and charges for RA Services may continue to accrue until Growspera receives satisfactory written proof that it has been formally removed as agent of record. You must provide such proof no later than your next Billing Date, showing either (A) the state filing office has accepted the change of registered agent removing Growspera (or its designee), or (B) your entity has been duly dissolved, cancelled, or otherwise rendered inactive under state records.
(ii) Expenses after termination. You remain responsible for all expenses incurred after termination that relate to mail handling, including shipping, forwarding, or processing charges for any Legal Mail received prior to resignation taking effect or while Growspera remains listed as registered agent.
(iii) Mail handling after termination. Any Legal Mail received after termination may, at Growspera’s election, be returned to sender, destroyed, or uploaded in a locked-view format requiring either a document-access fee or reinstatement of RA Services to view. You waive and release any claims arising from such handling, and you acknowledge that locked-view upload does not create a duty to forward, re-mail, or provide paper copies.
(iv) Notification obligations. You are solely responsible for notifying third parties, including government agencies, courts, or other senders, of your new registered agent information and address following termination or resignation.
Modifications and Scope of Services
Growspera may, at any time, modify, suspend, or discontinue any aspect of the RA Services, including but not limited to: (i) the identity of the registered agent, (ii) transmission methods, (iii) scanning, storage, or forwarding limits, and (iv) operational rules necessary for compliance, security, or efficiency. Growspera may subcontract or delegate all or part of the RA Services to third parties of its choosing. If a material change substantially reduces the core benefit of RA Services, your sole remedy is to cancel in accordance with these Terms. Continued use of RA Services after the effective date of any modification constitutes your acceptance of the change.
Indemnification
You agree to protect, defend, indemnify, and hold harmless Growspera LLC and its parents, affiliates, subsidiaries, successors, assigns, members, managers, officers, directors, employees, contractors, representatives, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, causes of action, suits, proceedings, liabilities, penalties, judgments, fines, losses, damages, and expenses of any kind whatsoever, including reasonable attorneys’ fees, expert costs, court costs, and the costs of litigation, arbitration, appeal, or enforcement, whether or not instituted, arising out of or relating to: (a) these RA Terms; (b) the performance, non-performance, or suspension of RA Services; (c) your use or misuse of RA Services, including any claim of intellectual property or copyright infringement arising from scanning, digitizing, storing, or transmitting Legal Mail or related documents; (d) acts or omissions of third parties— including the USPS and private couriers—regarding accuracy or timeliness of delivery; (e) loss, delay, misdelivery, destruction, or disposal of Legal Mail by any cause, whether or not attributable to Growspera; (f) your violation of law or regulation; (g) your failure to maintain accurate account or contact information; and (h) any claim naming an Indemnified Party as a defendant or respondent by reason of your contracts, operations, debts, defaults, or alleged misconduct. This indemnity is to be construed broadly, survives termination, and applies regardless of the theory asserted, including negligence, to the maximum extent permitted by law.
Limitation of Liability
To the fullest extent permitted by law, Growspera and its designated agents, affiliates, and representatives (the “Released Parties”) shall not be liable for any indirect, incidental, consequential, exemplary, special, or punitive damages, including lost profits, revenue, goodwill, data, or business opportunities, arising from or related to these RA Terms or RA Services, whether in contract, tort, strict liability, or otherwise, even if advised of the possibility. The Released Parties expressly disclaim liability for: misdelivery, delay, alteration, interception, destruction, or disposal of Legal Mail or Non-Legal Mail; the acts or omissions of the USPS, private carriers, or government agencies; reliance on the Registered Address as a business or operational location; technical failures or outages in scanning, uploading, or transmission; and your failure to review or act on documents made available under these RA Terms. In all events, the total aggregate liability of the Released Parties shall not exceed the fees actually paid by you to Growspera for RA Services during the twelve (12) months immediately preceding the event giving rise to liability. This limitation survives termination and applies notwithstanding any failure of essential purpose of any remedy.
Survival and Enforcement
The following provisions survive cancellation, resignation, termination, or expiration of RA Services: Customer Duties and Compliance; Fees; Billing; Obligations Following Termination; Modifications and Scope of Services; Indemnification; Limitation of Liability; and Survival and Enforcement. You acknowledge that damages at law may be inadequate to remedy breaches concerning misuse of the Registered Address or failure to cease prohibited USPS forwarding, and Growspera is entitled to equitable relief in addition to any other remedies available.
User Content Definition and Responsibilities: “User Content” encompasses all information and content that a user submits to or utilizes on the Site or App. This includes, but is not limited to, content in the user’s profile, documents such as governmental filings, completed forms, certificates, records, messages, and postings. You bear full responsibility for your User Content and all associated risks, including the accuracy, completeness, and any personal identification information it may contain. You affirm that your User Content complies with our Acceptable Use Policy specified below and does not imply Growspera’s endorsement or sponsorship. As you are solely accountable for your User Content, you risk liability if it breaches the Acceptable Use Policy. Growspera does not commit to backing up any User Content; it can be removed at any time without prior notice. It is your responsibility to create and maintain backups of your User Content as needed.
License: By using our services, you grant Growspera (and confirm that you have the authority to grant) an irrevocable, nonexclusive license to reproduce, store, and utilize your User Content solely for the purpose of incorporating it into the services you have requested from us.
Acceptable Use Policy: The following terms constitute our “Acceptable Use Policy”: You agree not to use the Site or App to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any applicable law, regulation, or obligations or restrictions imposed by any third party.
Further Acceptable Use Restrictions: Additionally, you agree not to engage in the following activities: (i) upload, transmit, or distribute to or through the Site or App any computer viruses, worms, or software designed to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertisements, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other forms of duplicative or unsolicited messages, whether commercial or otherwise, through the Site or App; (iii) use the Site or App to harvest, collect, gather, or assemble information or data about other users, including email addresses, without their consent; (iv) disrupt, interfere with, or create an undue burden on servers or networks connected to the Site or App, or breach the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the Site or App, or to other computer systems or networks connected to or used together with the Site or App, by any means, including password mining; (vi) harass or interfere with another user’s use and enjoyment of the Site or App; or (vii) use software or automated agents or scripts to create multiple accounts on the Site or App, or to generate automated searches, requests, or queries to (or to extract, scrape, or mine data from) the Site or App. However, we grant a conditional, revocable permission to operators of public search engines to use spiders to copy materials from the Site or App for the sole purpose of creating publicly available searchable indices of the materials, excluding caches or archives, and subject to the guidelines outlined in our robots.txt file.
Enforcement Actions: We reserve the right, though not the obligation, to monitor any User Content and to investigate and take appropriate measures at our sole discretion if you breach the Acceptable Use Policy or any other terms of this agreement, or otherwise cause liability for us or others. Actions we may take include, but are not limited to, removing or altering your User Content, terminating your Account as detailed in the Terms and Termination section, and reporting you to law enforcement authorities.
Enforcement Rights: We hold the right, though not the obligation, to inspect any User Content and to investigate and take suitable actions at our sole discretion if you breach the Acceptable Use Policy or any other provisions of these Terms, or if you otherwise impose liability on us or anyone else. Potential actions may include removing or altering your User Content, terminating your account in line with the Terms and Termination Section, and/or reporting your activities to law enforcement authorities.
Collection and Use of Diagnostic and Usage Data: You consent to Growspera, its subsidiaries, and agents collecting, maintaining, processing, and utilizing diagnostic, technical, usage, and related information. This includes data about your computer, system and application software, and peripherals, collected periodically to support the delivery of software updates, product support, and other related services, as well as to ensure compliance with this Agreement. Growspera may use such information, provided it does not personally identify you, to enhance and develop its products and services. Furthermore, Growspera may share a subset of this diagnostic information with partners and third-party developers to help improve their software, hardware, and services designed for use with Growspera products, ensuring that the information shared does not personally identify you. All other uses of information will adhere to Growspera’s privacy policy, available at www.growspera.com/privacy.
Location Data Usage: By opting in to use location data, you authorize Growspera, along with its partners, licensees, and third-party developers, to engage in activities involving your location information through Growspera Software. These activities include the transmission, collection, maintenance, processing, and use of your location data, such as the real-time geographic location of your computer and location search queries, to facilitate and enhance location-dependent services. The location data collected by Growspera is anonymized to ensure it does not personally identify you. This data may be utilized by Growspera and its associates to improve and deliver location-based products and services. By utilizing any location-based services offered via Growspera Software, you consent to the handling of your location data in this manner by Growspera and its business partners, licensees, and third-party developers.
Third-Party Links: Our Site may include links to third-party data and sources, such as governmental records and services provided by external partners, including small business accounting, banking, insurance, lending services, and domain name or website services, collectively referred to as “Third-Party Data & Sources.” These Third-Party Data & Sources are beyond Growspera’s control, and we are not responsible for their content or reliability. Access to these third-party resources is provided solely for your convenience. Growspera does not review, endorse, or guarantee the accuracy of these external sources. You should use these Third-Party Data & Sources at your own risk and exercise prudent judgment and discretion in your interactions with them.
Interacting with Third-Party Data & Sources: When you engage with any Third-Party Data & Sources by clicking on links provided on our Site, you will be subject to the respective third party’s terms and policies, including their privacy and data collection practices. It is advisable to conduct thorough research and consider all relevant factors before initiating any transactions with these third-party entities to ensure that their practices and policies meet your expectations and requirements.
Release of Liability: By agreeing to these terms, you release and forever discharge Growspera, including our officers, employees, agents, successors, and assigns, from all past, present, and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions, and causes of action of every kind and nature (including personal injuries, death, and property damage). This release covers any issues arising directly or indirectly from, or related to, the Services, including any interactions with or actions or omissions of other users of the Site or App, or any Third-Party Data & Sources.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Disclaimer Regarding Third-Party Services: Growspera does not endorse nor is it responsible for any User Content, data, advertising, products, goods, or services provided by or through third-party registered agent services, third-party filers, or governmental agencies (collectively referred to as “Service Providers”). If you choose to use or rely on such content, products, or services from these Service Providers, Growspera is not liable for any damage or loss, whether direct or indirect, that may result from such use or reliance. All interactions, agreements, or representations with Service Providers are solely between you and the respective Service Provider and are not the responsibility of Growspera. We advise you to conduct thorough due diligence and gather all necessary information before engaging with any Service Providers.
You acknowledge that Growspera is not accountable for the availability or lack thereof of any Service Provider, nor for your interactions and transactions with them. By agreeing to these terms, you waive the right to file or assert any claims against Growspera related to your dealings with any Service Provider, and you release Growspera from all liabilities associated with such interactions or transactions with Service Providers.
As Growspera evolves, it may engage in the sale or purchase of other companies or assets, or it may be acquired or have substantially all of its assets acquired by a third party. In these transactions, customer information often constitutes one of the business assets that is transferred. By agreeing to these terms, you consent to the transfer of your information as part of these transactions and to its use for any purposes permitted under this Agreement, adhering to the applicable privacy and confidentiality provisions.
These Terms are periodically updated, and should any significant modifications occur, we will inform you by sending an email to the most recent address you’ve provided or by prominently displaying the notice of changes on our website. It is your responsibility to keep your email address current with us. If the email address you provided is no longer valid or is unable to receive the notice for any reason, the sending of the email will still serve as effective notification of the changes. Changes to these Terms will become effective (i) immediately upon your next login to the Site or App, (ii) thirty (30) calendar days after we send you an email notification (if applicable), or (iii) thirty (30) calendar days after we post the changes on our website, whichever is sooner. For new users, these changes take effect immediately. Your continued use of our Services after such notification will constitute your acceptance of these changes and agreement to be bound by the updated Terms.
These Terms are effective for as long as you use the Services, subject to the provisions of this section. We reserve the right to suspend or terminate your access to the Site or App, including your account, at any time and for any reason at our sole discretion, such as failure to verify your identity or any breach of these Terms. Whenever possible, we will provide you with advance notice of termination so that you may secure a copy of your User Content. Once your rights under these Terms are terminated, your account and access to the Services will cease immediately. You acknowledge that termination may result in the deletion of your User Content from our live databases. Growspera will not be liable for any consequences arising from the termination of your rights under these Terms, including the termination of your account or the deletion of your User Content..
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current email address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective (i) immediately upon the next time you login to the Site or App, (ii) upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or (iii) thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Please be aware that the Service may experience limitations, delays, and other issues that are typical with internet and electronic communications. Additionally, our services could be affected by governmental actions, including shutdowns or delays related to state governmental agencies. While these circumstances are beyond our control, Growspera endeavors to minimize disruptions and manage them efficiently, much like managing the intricacies of setting up and maintaining a business in compliance with state regulations. We appreciate your understanding and patience during such instances and assure you that we are committed to providing the best possible service despite these challenges.
The Site or App may fall under the jurisdiction of U.S. export control laws and could also be affected by export or import regulations in other countries. By using the Site or App, you agree not to export, re-export, or transfer, either directly or indirectly, any technical data obtained from Growspera or any products derived from such data, in contravention of U.S. export laws or regulations.
You expressly understand and agree that growspera will not be liable for any direct, indirect, incidental, special, punitive, compensatory, consequential or exemplary damages (collectively, “damages”), resulting from: (a) the use or inability to use the service; (b) the cost of any goods and/or services purchased or obtained as a result of the use of the service; (c) disclosure of, unauthorized access to or alteration of your information or content; (d) content you submit, receive, access, transmit or otherwise convey through the service; (e) statements or conduct of any service providers or other third party through the service; (f) any other matter relating to the service; (g) any breach of this agreement by growspera or the failure of growspera to provide the service under this agreement or (h) any other dealings or interactions you have with any service providers (or any of their representatives or agents). notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the lesser amount of $500 or the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising. these limitations shall apply to the fullest extent permitted by law. in some jurisdictions, limitations of liability are not permitted. in such jurisdictions, some of the foregoing limitations may not apply to you..
You explicitly understand and agree that growspera will not be liable for any direct, indirect, incidental, special, punitive, compensatory, consequential, or exemplary damages (“damages”), arising from: (a) your use or inability to use the service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained, or messages received or transactions entered into through or from the service; (c) unauthorized access to, alteration of, or disclosure of your data or content; (d) statements or conduct of any third party on the service; (e) any other matter relating to the service; or (f) any breach of this agreement by growspera, or failure to provide the service under this agreement. notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the lesser of $500 or the amount paid by you to us during the six (6) month period prior to any cause of action arising. these limitations will apply to the fullest extent permitted by law. in jurisdictions where limitations of liability are not permitted, the aforementioned limitations may not apply.
You expressly acknowledge and agree that growspera uses a third-party service (a “credit card processor”) to process your payments made to growspera via credit card. you understand and agree that neither the credit card processor nor any other party involved in the credit card processing for growspera—including, but not limited to, the company issuing your credit card and the merchant bank (collectively, the “released parties”)—shall be liable for any damages (as defined herein and subject to the limitations set forth in this section) that you may incur as a result of growspera’s failure to provide services under this agreement or any breach of this agreement by growspera. you hereby release all released parties from any and all damages you may suffer due to growspera’s failure to provide services or any breach of this agreement by growspera. you agree to indemnify and hold harmless all released parties from any damages they may incur as a result of your breach of this section. you understand and agree that growspera is solely liable for paying any damages to you under this agreement.
You agree to indemnify, defend, and hold harmless Growspera and its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers, and suppliers from all losses, liabilities, expenses, damages, claims, demands, and costs, including reasonable attorneys’ fees and court costs, arising from or related to: (a) any breach of this Agreement by you; (b) any inaccurate or false content or information you provide to Growspera, or that you submit, transmit, or otherwise make available through the Service; or (c) any deliberate violation of another’s rights or any harm you cause to another person. Growspera retains exclusive control over the defense of any such claims or damages.
Dispute Resolution: Arbitration Agreement Overview
Please review this Arbitration Agreement attentively as it is an integral part of your contract with Growspera and impacts your legal rights. This agreement mandates BINDING ARBITRATION and includes a CLASS ACTION WAIVER.
Scope of the Arbitration Agreement: All claims and disputes related to the Terms or the usage of any product or service provided by Growspera, which cannot be settled informally or in small claims court, will be resolved exclusively through binding arbitration on an individual basis, as detailed in this Arbitration Agreement. All arbitration proceedings will be conducted in English, unless otherwise agreed upon. This agreement affects you and Growspera, including any subsidiaries, affiliates, agents, employees, predecessors, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of the services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution Process: Before initiating arbitration, the concerned party must first issue a written Notice of Dispute (“Notice”) to the other party. This Notice should detail the nature and basis of the claim or dispute, along with the relief being sought. Notices to Growspera should be sent to: 330 Madison Avenue, Storefront, Albany, NY 12210, Attention: Dispute Resolution. Upon receipt of the Notice, both you and Growspera have the opportunity to resolve the issue informally. If the claim or dispute is not resolved within thirty (30) days after the Notice is received, either party may proceed to initiate arbitration. It’s important to note that any settlement offers made during this period cannot be disclosed to the arbitrator until they have determined the award, if any, to which either party is entitled.
Arbitration Rules: Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Growspera made to you prior to the initiation of arbitration, Growspera will pay you the greater of the award or $1,000.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration: Should non-appearance based arbitration be selected, the process will be conducted via telephone, online, or through written submissions only. The method will be determined by the party initiating the arbitration. This type of arbitration does not require the physical presence of any parties or witnesses, unless mutually agreed upon by both parties involved.
Time Limits: If you or Growspera pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Waiver of Jury Trial: THE PARTIES HEREBY RELINQUISH THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO A COURT TRIAL IN FRONT OF A JUDGE OR JURY. INSTEAD, ALL CLAIMS AND DISPUTES WILL BE SETTLED THROUGH ARBITRATION AS OUTLINED IN THIS ARBITRATION AGREEMENT. Arbitration typically offers a more restricted, efficient, and cost-effective procedure than court trials and is subject to minimal judicial review. Should litigation arise from efforts to enforce or vacate an arbitration award, both you and Growspera waive all rights to a jury trial, agreeing that such disputes will be resolved by a judge.
Waiver of Class or Consolidated Actions: All claims and disputes under this Arbitration Agreement must be arbitrated or litigated on an individual basis, not as a class or consolidated action. No claims of multiple customers or users will be arbitrated or litigated jointly or consolidated with those of any other customer or user.
Severability: Should any part of this Arbitration Agreement be found legally invalid or unenforceable by a court of competent jurisdiction, such part will be ineffective only to the extent of such invalidity or unenforceability without affecting the remainder of the agreement, which will continue in full force and effect.
Right to Waive: Any rights and limitations outlined in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such a waiver does not affect any other terms of this Arbitration Agreement.
Survival of Agreement: This Arbitration Agreement will continue to apply even after the termination of your relationship with Growspera.
Small Claims Court: Notwithstanding the above, either party may bring an individual action in small claims court, should the case fall within that court’s jurisdiction.
Emergency Equitable Relief: Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration: Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Claims Not Subject to Arbitration: Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Courts: In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York County, New York, for such purpose.
You agree that Growspera may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on the Website. All notices to Growspera will be provided by either sending: (i) an email to support@growspera.com or (ii) a letter, first class certified mail, to Growspera, LLC., 330 Madison Avenue, Storefront Alabany, NY 12210. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
The communications between you and Growspera use electronic means, whether you use the Site or App or send us emails, or whether Growspera posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Growspera in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Growspera provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
This Agreement governs your use of the Service and constitutes the entire agreement between you and Growspera. It supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between you and Growspera regarding the subject matter addressed in this Agreement. Additional terms and conditions may exist between you and third parties, including, but not limited to, Service Providers and others. You represent and warrant that these third-party agreements do not interfere with your obligations and duties to Growspera under this Agreement.
This Agreement and the relationship between you and Growspera will be governed by the laws of the State of New York, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. Subject to the Arbitration provision above, you agree and consent to the exclusive jurisdiction of the state or federal courts located in New York County, New York and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Growspera may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
In the event your use of the Services is terminated or lapses or you are no longer a user of Growspera, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Section 4, 7-13, and 16-23.
This Agreement may not be re-sold or assigned by you. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Growspera’s rights if Growspera fails to enforce any of the terms or conditions of this Agreement against you. In the event a court finds a provision in this Agreement to not be valid, you and Growspera agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between you and Growspera as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
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