TERMS & CONDITIONS
GROWOP, INC.
UPDATED: OCTOBER 19, 2022
DISCLAIMER: THIS DOCUMENT IS SUBJECT TO CHANGE AS WE GROW AND LEARN TOGETHER. NOTHING IN THIS DOCUMENT GUARANTEES THE VIABILITY OF THE PROJECT, CRYPTOCURRENCY, OR NFTS OR HOW THE SERVICES OF THE NFTS, TOKENS, OR RELATED PLATFORM OPERATES. DO NOT ATTEMPT TO GROW CANNABIS IN A PROHIBITED STATE.
I. Introduction
GrowOp, Inc. (“we,” “us,” “our”, “CryptoGrow” or “GrowOp”) provides its marketplace and services as a Web3.0 platform that allows the utilization of non-fungible tokens (“NFT[s]”) for the procurement of physical goods and the utilization of fungible tokens for exchange of various data points within the system to you (“you” or “user”) through its website located at https://cryptogrow.world/ and related platform and future mobile app (“Website”), subject to the following Terms of Service (the “Terms”). These Terms govern your access and use of the Website which is designed to purchase a unique NFT digital asset. By accessing and utilizing the Website, you acknowledge that you have read and agree to be bound by these Terms. We reserve the right to change or modify the terms and such modified Terms will be in effect as of the posted date on the Terms. You are encouraged to review the Terms periodically to remain informed of the terms and conditions that will govern your use of the Website. If you do not agree to these Terms, you may not access or utilize the Website or its services.
II. CONDITIONS OF USE OF THE SITE/ PROHIBITED ACTIVITIES
These Terms set out your rights and responsibilities when you use the Website to buy NFTs. Our Website provides an administrative platform that facilitates a commercial transaction between you and us, utilizing third party providers. By using the Website or completing a purchase on the Site, you hereby certify that you are at least 18 years of age.
You agree that you are responsible for your conduct while utilizing the Website and any consequence thereof. By using the Website, you agree to use the Website only for purposes that are legal and in accordance with these Terms and any applicable laws or regulation. You warrant and agree that your use of the Website will not (and you will not allow any third party to):
(i) send, upload, distribute, or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
(ii) upload any viruses, worms, defects, Trojan horses, corrupted files, hoaxes or any other items of a destructive or deceptive nature;
(iii) attempt to delay transactional times by spoofing transactions and/or interfering with the Mint process of the NFTs;
(iv) upload, post, transmit, distribute or otherwise make available through the Website any content that infringes the intellectual property of any party;
(v) use the Website to violate the legal rights (such as rights of privacy and publicity) of others;
(vi) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
(vii) interfere with other users’ enjoyment of the Website;
(viii) exploit the Website for any unauthorized commercial purpose;
(ix) modify, adapt, translate, or reverse engineer any portion of the Website;
(x) remove any copyright, trademark or other proprietary rights notices contained in or on the Website or any part of it;
(xi) reformat or framing any portion of the Website;
(xii) display any content on the Website that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights;
(xiii) access or use the Website for the purpose of creating a product or service that is competitive with any of our products or services;
(xiv) abuse, harass, or threaten another user of the site or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise;
(xv) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Website or the content posted on the Website, or the collect information about its users for any unauthorized purpose;
(xvi) use any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with user of the Website or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (collectively, “Category A Prohibited Activities”); or
You warrant that will you will not (and you will not allow any third-party to):
(xvii) create user accounts by automated means or under false or fraudulent pretenses;
(xviii) impersonate another personal or entity (via the use of an email address, ENS address or otherwise);
(xix) use, employ, operate or create a computer program to simulate the human behavior of a user (“Bot”);
(xx) use, employ, or operate Bots or other similar forms of automation to engage in any activity or transaction on the Website (including, without limitation, purchases of NFTs on the Website);
(xxi) acquire NFTs through inappropriate or illegal means (Including, among other things, using stolen cryptocurrency, credit card information, or payment mechanism that you do not have the right to use, or purchasing a NFT and, where applicable, then attempting not charge the cost back to your traditional payment method while still maintaining ownership or control of the NFT or selling, gifting or trading the NFT to someone else);
(xxii) Purchase, sell, or facilitate the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Website; or
(xxiii) Any actions or omissions that result in the wrongful seizure or receipt of any NFT or other digital assets (collectively “Category B Prohibited Activities”).
If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our rights or remedies at law or in equity, immediately suspend or terminate your user account or ability to redeem your NFT (if any). NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT (IF ANY), WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID; AND/OR (B) TO IMMEDIATELY BAN AND/OR BLACKLIST ANY NFT AND/OR ACCOUNT THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.
III. ACCOUNT REGISTRATION AND CONNECTING WALLET
You are responsible for your purchases on the Website. You agree to provide accurate, current and complete information when and were requested about yourself and maintain and update any information as necessary at all times especially when redeeming physical products. You understand that access to the Website is limited to you and you will not transfer, sell, rent lease or grant access to any specific Website materials to a third party that were provided to you as an authorized User without our express written consent.
In order to engage in transactions to purchase any NFT offered on the Website, you must connect your cryptocurrency wallet.
IV. PAYMENTS
By purchasing a NFT on the Website, you agree that you are submitting a binding offer to purchase such NFT. Your order is accepted and confirmed once purchase is complete through our third-party provider, Winter. YOU HEREBY EXPRESSLY AGREE THAT THE SUPPLY OF A NFT BEGINS IMMEDIATELY AFTER THE PURCHASE IS COMPLETE. All NFT sales are fine. No refunds or returns are permitted, except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law.
We are free to impose reasonable royalties on future transfers to be utilized as we deem, in our sole discretion, fit for the growth of GrowOp, Inc. or any of its affiliates or subsidiaries.
V. TAX
We are not responsible for determining the withholding, sales, use, value added, transfer, or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your transactions on the Website. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions on the Website and to withhold, collect, report, and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a transaction on the Website are exclusive of sale, use, value added, or similar Taxes (“Sales Taxes”), which shall be your responsibility. Any payments with respect to your transactions on the Website shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that, after such deduction or withholding has been made, the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.
VI. OWNERSHIP, LICENSE, RESTRICTIONS
You understand that when you purchase a NFT through the Website that you are receiving a cryptographic token as a piece of property that represents the work of art purchased, but you do not own the creative work itself. You may display the NFT but you do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights in or to the NFT, except the limited license to the NFT grated by these terms. Upon purchase, you will receive a limited, worldwide, non-assignable, non-sublicensable, license to display the NFT legally owned and property obtained by you and that the NFT may have subsequent redemption rights for physical goods or products. Please vary the Terms before redeeming or attempting to redeem or purchase an NFT or another asset on the Website.
Your limited license includes, but is not limited to, the right to display the NFT privately or publicly for non-commercial use:
(i) For the purposes of promoting or sharing the purchase, ownership, or interest;
(ii) For the purposes of sharing promoting, discussing, or commenting on the NFT; and
(iii) Within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments.
You have the right to sell, trade, transfer, or use the NFT, but you may not make “commercial use” of such NFT.
A purchase of NFT through the Website will include one (1) future airdrop NFT. Terms and conditions for any airdrop NFT will be outlined and provided to you at a later date. You understand that you do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights in or to the airdrop NFT.
VII. FEEDBACK
You may choose to submit comments, bug reports, ideas or other feedback about the Website, including without limitation about how to improve the Website (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, royalty-free, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
VIII. INDEMNIFICATION
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless GrowOp, Inc., and its respective past, present, and future entities, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “GrowOp Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Website or NFTs, (b) any Feedback you provide, (c) your violation of these Terms of Use, (d) your violation of the rights of a third party, including another user; and (f) your failure to pay any Withholding Taxes or Sales Taxes in connection with your NFT transactions or to provide us with a properly executed tax form described in Section 5. You agree to promptly notify GrowOp of any third-party Claims and cooperate with the Grow Op Parties in defending such Claims. You further agree that the GrowOp Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND Mint.
IX. DISCLAIMERS
Website transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the blockchain (i.e., “forks”), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or NFTs, or lost opportunities to buy or sell NFTs. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK, AND THAT THE WEBSITE AND ALL NFTS ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER ALL APPLICABLE LAWS, THE GROWOP PARTIES AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE WEBSITE AND ANY PART OF IT, OR ANY NFT INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE GROWOP PARTIES AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE WEBSITE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE WEBSITE WILL BE ACCURATE; (IV) THE WEBSITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE WEBSITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT THE GROWOP PARTIES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THEIR GROSS NEGLIGENCE. THE GROWOP PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE WEBSITE, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE WEBSITE OR ANY ELECTRONIC WALLET; OR (V) INCOMPLETE, SLOWED OR DISRUPTED TRANSACTIONS INVOLVING NFTS. NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN. THE GROWOP PARTIES HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. THE GROWOP PARTIES ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
X. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GROWOP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF GROWOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF GROWOP ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENT, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFT, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICE EXCEED $100 OR THE MINIMUM ALLOWED UNDER APPLICABLE LAW.
XI. ASSUMPTION OF RISK
The rights provided to you are for entertainment purposes only. Without limiting the foregoing, the prices of NFT blockchain assets are extremely volatile and subjective and NFT blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFT, which may also be subject to significant price volatility. Each NFT has no inherent or intrinsic value. We cannot and do not guarantee that any NFT purchased will retain their original value, as the value of collectibles is inherently subjective and, among other things, factors occurring outside of GrowOp’s NFT ecosystem may materially impact the value and desirability of any particular NFT.
There are risks associated with using a cryptocurrency or NFT, including, but not limited to, the risk of hardware, software, and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of GrowOp’s NFT ecosystem, and therefore the potential utility or value of your NFT(s).
XII. FORCE MAJEURE
The GrowOp Parties will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in fulfilling or performing any of these Terms of Use, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (1) acts of God; (2) flood, fire, earthquake, epidemics, pandemics, tsunami, explosion; (3) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (4) government order, law, regulation, or action; (5) embargoes or blockades in effect on or after the date of this agreement; (6) strikes, labor stoppages or slowdowns, or other industrial disturbances; (7) shortage of adequate or suitable internet connectivity, telecommunication breakdown, shortage of adequate power or electricity, or software exploitation; and (8) other similar events beyond our control.
If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use commercially reasonable efforts to end the failure or delay and attempt to minimize the effects of such Force Majeure Event. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of at least forty-five (45) consecutive days following written notice given by us under this Section 12, we may thereafter terminate these Terms upon fifteen (15) days’ written notice.
XIII. EXTERNAL SITES
The Website may include hyperlinks to other websites or resources (collectively, the “External Sites”) that are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products, or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage you may be incur as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy, or existence of any advertising, products, or other materials on, or made available from, any External Sites.
Outside of any copyrights, trademarks logos, product names that belong to us, all other trademarks, product names, and logos on the Website are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted on the Website infringes your copyright or trademark rights, please file a notice of infringement by contacting us at JESSE@CRYPTOGROW.WORLD. In such event, please provide us with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Website of the material that you claim is infringing; (4) your address, telephone number, and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Under no circumstances will we be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any NFT, including any reliance on the accuracy, completeness, or usefulness of such content.
XIV. CHILDREN
You certify that you are at least 18 years of age. The Website is not intended for children under 18. If you are under the age of 18, you may not use the Website. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will close your account (if any) and void any transaction attempted or made. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the Site.
XV. PRIVACY POLICY
GrowOp’s Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with such Privacy Policy.
XVI. CHANGES TO SITE
We will grow together and as such we are constantly innovating the Website to help provide the best possible experience. You acknowledge and agree that the form and nature of the Website, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Website at any time without notice.
XVII. MODIFICATIONS OF THE SERVICES
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the services (or any features or parts thereof) or suspend or discontinue the NFT or the any transaction at any time and without liability therefore.
XVIII. TERMINATION
You agree that we, in our sole discretion, may terminate these Terms of Use at any time and for any or no reason and suspend and/or terminate your account(s) (if any) for the Website without the provision of prior notice. You agree that any suspension or termination of your access to the Website may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination
XIX. DISPUTE RESOLUTION/ARBITRATION
YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY. YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
All disputes arising out of or in connection with these Terms of Use, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The case shall be heard by one arbitrator, who shall be an executive with a company in the entertainment event production industry agreed upon by the parties, and will be conducted in English. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. As part of the arbitration, both you and the applicable GrowOp Parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the claim. The arbitrator may award any individualized remedies that would be available in court.
Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.
The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.
Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.
XX. ENTIRE AGREEMENT
These Terms of Use and GrowOp’s Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us and govern your access to and use of the Website, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Website, whether oral or written.
XXI. THIRD PARTY BENEFICIARIES
These Terms of Use do not and are not intended to confer any rights or remedies upon any person or entity other than you.
XXII. INTERPRETATION
The language in these Terms of Use will be interpreted as to its fair meaning, and not strictly for or against any party.
XXIII. NO WAIVERS
Our failure or delay to exercise or enforce any right or provision of these Terms of Use will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms of Use will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
XXIV. SEVERABILITY
Should any part of these Terms of Use be held invalid, illegal, void, or unenforceable, that portion will be deemed severed from these Terms of Use and will not affect the validity or enforceability of the remaining provisions of these Terms.
XXV. GOVERNING LAW
All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of Delaware.
XXVI. NOTICES
We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Website. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current where applicable.
XXVII. LOCATION
The services contemplated under these Terms and the use of the Website and purchase of any NFT provided or made available for the Website are exclusively for those residing in the United States of America. You understand that we are not responsible for any loss of funds, NFT or unavailability of the Website or any NFT if you are not a resident of the United States of America.
XXVIII. ASSIGNMENT
You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale, or merger.
XXIX. SURVIVAL
You agree and understand that all provisions of these Terms of Use shall survive the termination or expiration of these Terms of Use.
