Terms of Services

GrowTH Network Subscription Agreement

PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THIS SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”), AND ANY OTHER TERMS PRESENTED TO YOU ON THE ROOT IN NATURE WEBSITE OR DOCUMENTATION, AND ALL OTHER APPLICABLE TERMS (COLLECTIVELY, THE “AGREEMENT”) GOVERN YOUR USE OF OUR SERVICES (AS DEFINED BELOW), INCLUDING BUT NOT LIMITED TO, ANY FREE, TRIAL, OR PAID SERVICES WHERE THE SUBSCRIPTION AGREEMENT APPEARS OR IS LINKED TO.

The Agreement is by and between you and Root in Nature Inc. (“Root in Nature”). By clicking on the “Create Account” button (or any similar button) that is presented to you at the time of sign-up, by using or accessing the Services (as defined below), or by otherwise indicating your acceptance of this Agreement, you agree to be bound by this Agreement. Root in Nature may modify this Agreement from time to time, subject to the terms in Section 10 (Amendments) below.

If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to Root in Nature that you have the authority to bind such Entity to this Agreement, in which case the terms “you,” “your,” “Customer”, or a related capitalized term herein will refer to such Entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and must not use the Services (as defined below).

1. Overview. This Agreement governs the use of Root in Nature’s online services as well as any counselling, events and seminars that are provided as part of a subscription or require a Root in Nature account (collectively, the “Services”). As of the date hereof, the Services include:
   
   1. access to the Root in Nature Activity Database
   2. access to the Root in Nature Resource Library
   3. access to the HT calendar of activities
   4. provision of a personalized profile on the online community which can be accessed by other members
   5. access to chat forums
   6. one-hour monthly call with a registered horticultural therapist
   7. access to exclusive subscriber-only events which may include occasional guest speakers on relevant topics
   8. access to promotional opportunities to showcase your sessions and work in Root in Nature’s monthly newsletter
2. Services
   1. Access to Services. Subject to your compliance with this Agreement (including, without limitation, all payment obligations), Root in Nature hereby grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right, to access and use the Services.
   2. Restrictions. Unless otherwise expressly permitted in writing by Root in Nature, you will not and you have no right to:
      
      1. rent, lease, loan, export, or sell access to the Services to any third party, or sign up for the Services on behalf of a third party;
      2. interfere with, disrupt, alter, or modify the Services or any part thereof, or access the Services through automated means such as ‘bots’, ‘spiders’, ‘offline readers’ etc.;
      3. introduce software or automated agents or scripts into the Services so as to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the Services; or
      4. cover or obscure any page or part of the Services via HTML/CSS, scripting, or any other means.
   3. Credentials. You are responsible for maintaining the confidentiality of all usernames, passwords, created by or assigned to you (“Credentials”) and are solely responsible for all activities that occur with such Credentials. You agree to notify Root in Nature promptly of any actual or suspected unauthorized use of any Credentials. Root in Nature reserves the right to terminate any Credentials that Root in Nature reasonably determines may have been accessed or used by an unauthorized third party and will provide immediate notice of such to you.
   4. Subscription Terms, Renewals, and Cancellations. Services that are provided to you as Paid Services (as defined below) may be provided to you on a subscription basis for the length of term that you specified during the initial sign-up process or your first use (“Subscription Term”). All of your subscriptions to Paid Services with a Subscription Term will automatically renew for periods equal to your initial Subscription Term, and you will be charged at our then-current rates unless you cancel your subscription through the Services’ account dashboard prior to your next scheduled billing date.
   5. Subscriber Content and Network Data
      1. You will retain all right, title and interest in and to any data, content, code, video, images or other materials of any type that you or your End Users transmit to or through the Services (collectively, “Subscriber Content”) in the form provided to Root in Nature. Subject to the terms of this Agreement, you hereby grant us a non-exclusive, and royalty-free right to collect, use, copy, store, and transmit Subscriber Content, in each case to the extent necessary to provide the Services.
      2. You must obtain all necessary rights, releases and permissions to provide Subscriber Content to Root in Nature, and Subscriber Content and its transfer must not violate any applicable provincial, state, federal and municipal laws and regulations (“Laws”) (including without limitation those relating to export control or electronic communications). We assume no responsibility or liability for Subscriber Content, and you will be solely responsible for the consequences of using, disclosing, storing, transferring or transmitting Subscriber Content.
      3. By transmitting Subscriber Content to or through the Services, you represent and warrant that Subscriber Content does not infringe, violate, or misappropriate 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.
      4. Root in Nature retains all right, title, and interest in all models, observations, reports, analyses, statistics, databases and other information created, compiled, analyzed, generated or derived by Root in Nature from server, network or traffic data generated by Root in Nature in the course of providing the Services (“Network Data”), and shall have the right to use Network Data for purposes of providing, maintaining, developing, and improving its Services. Root in Nature may monitor and inspect the traffic on the Root in Nature network, including any related logs, as necessary to perform the Services. To the extent the Network Data includes any Personal Data (as defined below), Root in Nature will handle such Personal Data in compliance with applicable data protection laws.
   6. No Reliance. The content on the Root in Nature website (“Website”) is provided for general information purposes only. All information on the Website is provided in good faith, however we make no representation or warranty of any kind, express or implied, regarding the adequacy, reliability, availability or completeness of any information on the Website. Your use of the Website is at your own risk. Neither Root in Nature nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors has any responsibility or liability whatsoever for your use of this Website. This Website may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Root in Nature, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Root in Nature. Root in Nature nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors has any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
   7. Free & Trial Services. We may offer free or trial of the Services (“Free Services”) from time to time. With respect to each such Free Service, we will make each such Free Service available to you free of charge until the earlier of
      
      1. the end of the free trial period (if applicable) for which you registered to use the Free Service;
      2. the start date of your Subscription Term for the Paid Services version of such Free Service; or
      3. termination of the Free Service by Root in Nature in our sole discretion. We will have no liability for any harm or damage arising out of or in connection with any Free Services.
   8. Acceptable Use. You agree not to, and not to allow third parties to use the Services to:
      
      1. in any manner violate any applicable federal, provincial, state, or municipal law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the terms of this Agreement;
      2. in any manner violate the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website.;
      3. include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Root in Nature’s sole discretion;
      4. involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;
      5. involve, provide, or contribute any false, inaccurate, or misleading information;
      6. include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the terms of this Agreement;
      7. impersonate or attempt to impersonate Root in Nature, a Root in Nature employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
      8. transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
      9. encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Root in Nature or other users of the Website or expose them to liability;
      10. cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
      11. promote any illegal activity, or advocate, promote, or assist any unlawful act; and
      12. give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
3. Third-Party Products and Services. You may access or use, at your sole discretion, certain third-party services that interoperate with the Services (“Third-Party Products”), including, but not limited to, third-party apps provided on Root in Nature. Root in Nature does not make any representations, warranties, or guarantees regarding the Third-Party Products and the providers thereof, including, but not limited to, as to their continued availability, security, and integrity. If Root in Nature makes a Third-Party Product available to you, it is on an “AS IS” and “AS AVAILABLE” basis, and Root in Nature may cease providing it without entitling you to any refund, credit, or other compensation. Each Third-Party Product is governed by the terms of service, end user license agreement, privacy policies, and/or any other applicable terms and policies of the third party provider. Your access or use of a Third-Party Product is solely between you and the applicable Third-Party Product provider. Root in Nature will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with the installation of, use of, or reliance on the performance of any of the Third-Party Products.
4. Billing
   1. Recurring Billing. In order to access those Services for which we require a fee (“Paid Services”) you will be required to provide our secure payment processor with your credit card information (“Payment Method”). By providing a Payment Method you are authorizing us to charge your Payment Method on a monthly, annual, or pay-as-you-go basis, or as otherwise applicable for the fees associated with the Paid Services that you use. Any Payment Method that you provide us must be valid, and kept current by you during the Subscription Term. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method. Root in Nature will begin billing your Payment Method for the Paid Services on the day that you begin using such Paid Services, regardless of whether you have fully configured the Paid Services as of that date.
   2. Price Changes. We reserve the right to change the fees that we charge for the Services, at any time in our sole discretion, provided that we give you at least thirty (30) days’ prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.
   3. No Refunds. Fees are nonrefundable. You will be billed in full for the subscription term in which you cancel and no refunds will be provided for the unused portion of such subscription term. Following any cancellation, however, you will continue to have access to the Paid. Following any cancellation, however, you will continue to have access to the Paid Services through the end of your current Subscription Term. We may, in our sole discretion, provide a refund, discount, or credit (“Credits”) to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.
5. Termination of Use; Discontinuation and Modification of the Services. You will lose your license to use the Services if you violate any provision of this Agreement. Root in Nature reserves the right to investigate violations of the terms of this Agreement. We may at our sole discretion terminate your user account or suspend or terminate your access to the Services at any time, with or without notice for any reason or no reason at all. We also reserve the right to modify or discontinue the Services at any time (including, without limitation, by limiting or discontinuing certain features of the Services). You may terminate your account at any time through the Website.
6. Ownership; Proprietary Rights. The visual interfaces, graphics, design, compilation, information, data, products, services, and all other elements of the Services (the “Materials”) provided by Root in Nature are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Services are the property of Root in Nature or our third-party licensors. Except as expressly authorized by Root in Nature you may not make use of the Materials. Root in Nature reserves all rights to the Materials not granted expressly in this Agreement. You hereby grant Root in Nature a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”) you provide to Root in Nature relating to the Services.
7. DISCLAIMERS; NO WARRANTIES. THE SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT ROOT IN NATURE HAS NO OBLIGATION TO MONITOR, CONTROL, OR VET USER CONTENT OR DATA. AS SUCH, YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. ROOT IN NATURE MAKES NO CLAIMS OR PROMISES ABOUT THE AVAILABILITY OF THE SERVICES. ACCORDINGLY, ROOT IN NATURE IS NOT LIABLE TO YOU FOR ANY LOSSES OR DAMAGES THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICES’ INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES. ROOT IN NATURE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL ROOT IN NATURE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ROOT IN NATURE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THE AGGREGATE LIABILITY OF ROOT IN NATURE TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES) OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO ROOT IN NATURE TO ACCESS AND USE THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9. Governing Law. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Root in Nature agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Ottawa, Ontario for the purpose of litigating all such disputes.
10. Amendments. Root in Nature reserves the right to make modifications to this Agreement at any time. If a revision materially alters your rights we will use reasonable efforts to contact you, including sending a notification to the e-mail address(es) associated with your account. In some instances, such as with Free Services, you may be required to indicate your consent to the revised terms in order to continue accessing the Services. Unless otherwise specified, any modifications to this Agreement will take effect at the start of Subscription Term following the notice. If you do not agree with the revised terms, your sole and exclusive remedy will be not to renew your Subscription.
11. General. This Agreement constitutes the entire and exclusive understanding and agreement between you and Root in Nature regarding your use of and access to the Services. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice. A waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Subscription Agreement is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of this Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 2.5.1 and Sections 6 through 11.
12. Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.