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GrowIt Inc.

TERMS OF SERVICE

Last Updated: July 1, 2024

These Terms of Service (these Terms) are a legally binding agreement between the party accepting these Terms as set forth in this paragraph (you) and GrowIt, Inc. (GrowIt) and applies to your access and use of GrowIt's online platform designed to enable and streamline real estate investments, syndications and related transactions (the Services). PLEASE READ THESE TERMS CAREFULLY. WHEN YOU CREATE AN ACCOUNT, CHECK A BOX, OR OTHERWISE ACCESS OR USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

BY AGREEING TO THESE TERMS, EXCEPT FOR (A) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 11, (B) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 11, OR (C) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND GrowIt WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.

GrowIt may make changes to these Terms. If GrowIt makes changes, GrowIt may provide you with notice of such changes, such as by sending an email, providing a notice through the Services, or otherwise. Unless GrowIt says otherwise in its notice, the amended Terms will be effective immediately, and your continued use of the Services after GrowIt provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between you and GrowIt arising prior to the date on which GrowIt posted the updated Terms incorporating such changes or otherwise notified you of such changes.

1. THE SERVICES

1.1 Right to Use

Subject to your compliance with the terms and conditions of these Terms, GrowIt grants you a limited, non-exclusive, revocable right to use the Services solely for your internal business purposes on a device that you own or control. You may not resell, transfer, assign, or sublicense your rights under these Terms to any third party or use the Services to provide services for the benefit of any third party.

1.2 Neutrality of Service

You acknowledge and agree that the Services may enable you to engage in real estate investments and, as applicable, other real-estate related transactions or activities (collectively, Transactions). Although the Services are designed to enable you to engage in Transactions, GrowIt is not a party to, or otherwise a participant in, such Transactions, including, without limitation, not being party to any agreements or other relationships (contractual or otherwise) into which you may enter in connection with such Transactions. We have no control and do not guarantee the suitability or legality of any Transaction (or any other party to any Transaction), nor do we control or guarantee whether any Transaction can be effected via the Services. We are not acting as an agent in any capacity for you. You, and not GrowIt, are solely responsible for evaluating and determining the suitability of a Transaction and any other party thereto, including, without limitation, verifying any information about the other parties thereto, whether the Transaction complies with any applicable laws, rules, or regulations (collectively, Applicable Laws). and negotiating, agreeing to, and entering into the terms and conditions of such Transaction. Without limiting the foregoing, and as further set forth in Section 9, GrowIt assumes no liability or responsibility for liability or damages associated with or resulting from any Transaction or any party with which you transact over the Services.

2. ACCOUNT

You may need to register for a GrowIt account to access some or all of our Services. When you register for an account, you must provide accurate account information and promptly update your account if it changes. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify GrowIt if you discover or suspect any unauthorized use or security breach of your account. GrowIt may suspend or terminate your account if we suspect any abuse, including fraud, or if you provide false information.

3. YOUR OBLIGATIONS

You represent that (a) you have full legal capacity and authority to agree to and bind yourself to these Terms; (b) you are 18 years of age or older; (c) your use of the Services will not violate or conflict with these Terms, any applicable laws, rules, or regulations, or any other agreement or terms to which you are subject; and (d) you are not a citizen or resident of, nor are you located in, any jurisdiction where the use of our Services is prohibited by applicable law.

You must not: (a) access or use the Services to facilitate Transactions in countries or territories where their use is prohibited by applicable laws; (b) attempt to gain unauthorized access to the Services or the systems or networks that facilitate the Services; (c) violate or attempt to violate any security feature of the Services; (d) interfere or attempt to interfere with the proper working of the Services; (e) use any robot, spider, crawler, scraper, or other automated means to access the Services; or (f) bypass any measures we may use to prevent or restrict access to the Services. You further agree to comply with all Applicable Laws in connection with your use of the Services and any Transaction.

4. PAYMENT

You agree to pay all applicable fees for the Services as set forth in the applicable order form or pricing page. All payment obligations are non-cancellable and all amounts paid are non-refundable. GrowIt may suspend or terminate your access to the Services if you fail to pay any fees when due. You are also responsible for any applicable taxes, duties, or fees.

5. INTELLECTUAL PROPERTY RIGHTS

GrowIt owns all rights, title, and interest in and to the Services, including all related intellectual property rights. Nothing in these Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. All rights not expressly granted to you are reserved by GrowIt. You acknowledge that the Services may include features developed, owned, and operated by third parties, and you agree that such third parties may enforce intellectual property rights relevant to their services as third party beneficiaries.

You grant GrowIt a worldwide, royalty-free, sublicensable, and transferable license to copy, modify, distribute, and otherwise use any information, feedback, content, or materials you provide for the purposes of operating and improving the Services. This license is perpetual and irrevocable.

6. USER CONTENT

The Services may allow you to upload, share, and store content, which may include text, graphics, images, and other materials (collectively, "User Content"). You remain the owner of any User Content you submit through the Services.

By uploading User Content, you represent and warrant that (a) you have all necessary rights to submit the User Content, (b) the User Content does not violate these Terms or any applicable laws, and (c) the User Content does not violate or infringe upon any third party's rights. You are solely responsible for the accuracy, completeness, and legality of User Content.

7. TERM AND TERMINATION

These Terms will remain in effect until terminated. GrowIt may suspend or terminate your access to the Services at any time, for any reason, without notice. Upon termination, the provisions of these Terms that by their nature are intended to survive will remain in full force and effect.

Upon termination, you must cease all use of the Services. GrowIt may, but is not obligated to, delete any data associated with your account after termination. We recommend exporting any User Content you wish to retain before termination.

8. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless GrowIt and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right or any applicable law; or (d) any claim that your User Content caused damage to a third party.

9. DISCLAIMERS AND RELEASE

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GrowIt DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

GrowIt MAKES NO REPRESENTATION OR WARRANTY REGARDING TRANSACTIONS, INCLUDING ANY PARTY THERETO, OR ANY MATTER RELATING TO SUCH TRANSACTIONS, INCLUDING ANY PROFITABILITY OR TAX CONSEQUENCES ASSOCIATED WITH ANY PARTICULAR TRANSACTION.

You hereby release GrowIt from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with any other user of the Services.

IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL GrowIt OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF GrowIt HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES. THE TOTAL LIABILITY OF GrowIt AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS FOR ANY CLAIM UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT PAID BY YOU TO GrowIt FOR THE SERVICES DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND GrowIt. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. ARBITRATION

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in New York, NY before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

In the event arbitration is not permitted by applicable law: (a) the parties consent to exclusive jurisdiction and venue in the state courts located in Delaware or the federal courts located in the District of Delaware; and (b) except as expressly provided in Section 11, the parties waive any right to a jury trial.

You agree that any arbitration or proceeding shall be limited to the dispute between you and GrowIt individually. To the full extent permitted by law, (a) no arbitration or proceeding shall be joined with any other; (b) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

11.1 Arbitration Procedures

  • Arbitration will be conducted by a neutral arbitrator in accordance with JAMS' rules, which are available at jamsadr.com or by calling 1-800-352-5267.
  • JAMS' rules are also available at jamsadr.com.
  • Any in-person appearances will be held in New York, NY.

11.2 Arbitration Costs and Incentives

The payment of filing and arbitration fees will be governed by the relevant JAMS rules subject to the following modifications:

  • If you initiate arbitration, you will be required to pay a filing fee of $250, and GrowIt will pay all other JAMS filing, administration, and arbitrator fees.
  • If GrowIt initiates arbitration, GrowIt will pay all JAMS filing, administration, and arbitrator fees.
  • If multiple arbitration filings are made regarding the same or similar issues by or against multiple claimants, GrowIt may choose to participate in a bellwether arbitration process as follows:
    • The claimants and GrowIt shall select 5 arbitrations from the pool of similar filings as test cases.
    • This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.

11.3 Opt-Out of Arbitration Agreement

YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT CONTAINED IN THIS SECTION BY NOTIFYING GrowIt IN WRITING WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS. TO OPT OUT, YOU MUST SEND A WRITTEN NOTIFICATION TO arbitration@getgrowit.com THAT INCLUDES (A) YOUR ACCOUNT EMAIL, (B) YOUR NAME, AND (C) A CLEAR STATEMENT THAT YOU WANT TO OPT OUT OF THIS ARBITRATION AGREEMENT. YOUR OPT-OUT NOTICE WILL ONLY APPLY TO THIS PARTICULAR AGREEMENT WITH GrowIt.

11.4 Confidentiality

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law.

11.5 Severability

If any portion of this Section 11 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 11 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 11; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

12. GENERAL PROVISIONS

12.1 Entire Agreement

These Terms constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If you provide GrowIt with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.

12.2 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under it without GrowIt's prior written consent. GrowIt may freely assign these Terms, including to its affiliates. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

12.3 Severability

If a court finds any term of these Terms, other than Section 11, to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties' intent, and the remainder of these Terms will remain in full force and effect.

12.4 Waiver

Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.

12.5 Use of Name and Logo

Notwithstanding any terms to the contrary in this Agreement, you consent to GrowIt's use of your name and logo on GrowIt's website and on GrowIt's promotional and marketing related materials, identifying you as a customer of GrowIt and describing your use of the Services.

12.6 Independent Contractors

Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.

12.7 Force Majeure

GrowIt is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.

12.8 No Third-Party Beneficiary

Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.

12.9 Governing Law and Venue

These Terms will be governed in all respects in accordance with the laws of the State of Delaware, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 11, you expressly agree that the Delaware Court of Chancery will have exclusive jurisdiction over any action or claim that you bring that arises out of or relating to these Terms. You expressly consent to personal jurisdiction in any such court and hereby irrevocably waive any objection to or claim of lack of jurisdiction or forum non conveniens.

12.10 Notices

By using the Services, you agree (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting GrowIt's notification rights in the third introductory paragraph of these Terms, GrowIt may issue notices to the email or other address provided by you to GrowIt, and (d) that such notice will be effective on delivery. Notices to GrowIt, including termination notices, must be delivered to arbitration@getgrowit.com or by certified mail to 418 Broadway, #5176, Albany, NY 12207. Such notice will be effective on receipt.

12.11 Interpretation

The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.