Effective Date: 12/15/2019
Last Date Revised: 12/07/2022
Terms of Service Agreement
sGrowCRM™ is a proprietary service (as it may be updated from time to time, the “Service“) accessible at sgrowcrm.com, through smartphone and tablet apps, and other platforms, offered by sGrow LLC, an Arizona limited liability company (“sGrow”, “our“, “us“, or “we“) that is designed to enable you to manage your relationships with customers.
User’s Acceptance of this Agreement
Trial Service Agreement
The Trial Service Agreement is effective upon you clicking a box indicating your acceptance of this agreement or otherwise using the free trial service, you agree to the terms of this agreement. The free trial (“Trial Service”) will begin once you receive an email invitation from the system with your login credentials (“effective date”) and will end seven (7) days from the effective date unless terminated earlier by submitting the Trial Service Cancellation form that will be provided via email. If the Trial Service expires and the Free Trial Service Cancellation Form has not been submitted, you will be charged for your first month’s service at the current rate.
Customer may allow Customer’s employees, independent contractors, assistants, colleagues, team members and agents or any affiliate of any of these parties to use the Service on behalf of Customer (“Authorized Users“). As a condition to such use, Authorized Users shall abide by the terms set forth herein. Customer and Authorized Users shall immediately notify us in the event that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement. Customer shall be liable for any breach of the Agreement by any Authorized User. Customer and all Authorized Users will protect the confidentiality of all account information, including usernames and passwords and all other identifying information, and will not share such information with any person.
Unauthorized use of the Service, including but not limited to unauthorized entry into the Service, misuse of passwords, or misuse of any information posted to a site, is strictly prohibited.
You acknowledge that we may disclose and transfer any information that you provide through the Service to (i) our affiliates (provided that in no event shall any owner, employee, officer, agent, director or contractor of the sGrow group be entitled to use such information for any purposes other than in connection with providing the Service to you in accordance with these terms); (ii) to any other person or entity with your consent; or (iii) if we have a right or duty to disclose or are permitted or compelled to so disclose such information by law. You consent to the transmission, transfer or processing of such information to, or through, any country in the world, as we deem necessary or appropriate, and by using and providing information through the Service you agree to such transfers. Use of the Service, including any patterns or characteristics concerning your interaction with it, may be monitored, tracked and recorded. Anyone using the Service expressly consents to such monitoring, tracking and recording.
The Customer is responsible for making necessary arrangements to have access to the platform, including a device that supports the latest version of Google Chrome, Mozilla Firefox or Apple Safari and reliable access to an internet service.
The works of authorship contained in the Service (including the Website), including but not limited to all design, text, sound recordings, video recordings, trademarks, trade names and images, are owned, except as otherwise expressly stated, by us or one of our subsidiaries or affiliates. Except as otherwise expressly stated herein, they may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, edited, reconfigured, framed, stored for subsequent use or otherwise used in whole or in part in any manner without our prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of our proprietary rights, provided that you may download information and print out hard copies for your personal use, so long as you do not remove any copyright or other notices as may be contained in the information, as downloaded.
Customer acknowledges and agrees that portions of the content and other features available on the Service for Customer’s use may not be edited or modified in any way, except email templates may be edited and modified by Customer at Customer’s own risk.
“sGrow™”, “sGrow CRM™” and the sGrow logos and all related names, logos, product and service names, designs, and slogans are trademarks of sGrow. Other featured words or symbols, used to identify the source of goods and services, may be the trademarks of their respective owners.
Service Content and Materials
The information on the Service is for information purposes only. It is believed to be reliable, but we do not warrant its completeness, timeliness or accuracy. The information on the Service is not intended as an offer or solicitation for the purchase of any interest in S \Grow itself.
Certain portions, content and features of the Service may provide disclosures and disclaimers. In the event of a conflict between those disclosures and disclaimers, and these terms, the disclosures and disclaimers will govern to the extent of the conflict.
You agree that (i) you will not engage in any activities related to the Service that are contrary to applicable law, regulation or the terms of any agreements you may have with sGrow, and (ii) in circumstances where locations of the Service require identification for access, you will establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals.
WE MAY DISCONTINUE OR MAKE CHANGES IN THE INFORMATION, PRODUCTS OR SERVICES DESCRIBED HEREIN AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND WE DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. WE RESERVE THE RIGHT TO TERMINATE ANY OR ALL SERVICE OFFERINGS, SERVICES AND TRANSMISSIONS WITHOUT PRIOR NOTICE TO ANYONE. FURTHERMORE, BY OFFERING THE SERVICE AND INFORMATION, PRODUCTS OR SERVICES, NO DISTRIBUTION OR SOLICITATION IS MADE BY US TO ANY PERSON TO USE THE SERVICE OR SUCH INFORMATION, PRODUCTS OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THE SERVICE AND SUCH INFORMATION, PRODUCTS OR SERVICES IS PROHIBITED BY LAW.
CUSTOMER MAY NOT USE OR OTHERWISE EXPORT OR RE-EXPORT THE SERVICE OR ELEMENTS THEREOF EXCEPT AS AUTHORIZED BY UNITED STATES LAW AND THE LAWS OF THE JURISDICTION IN WHICH THE SERVICE WAS ACCESSED OR OBTAINED. IN PARTICULAR, BUT WITHOUT LIMITATION, THE SERVICE MAY NOT BE EXPORTED OR RE-EXPORTED (A) INTO ANY U.S.-EMBARGOED COUNTRIES OR (B) TO ANYONE ON THE U.S. TREASURY DEPARTMENT’S SPECIALLY DESIGNATED NATIONALS LIST OR THE U.S. DEPARTMENT OF COMMERCE DENIED PERSONS LIST OR ENTITY LIST. BY USING THE APPLICATION, CUSTOMER REPRESENTS AND WARRANTS THAT IT IS NOT LOCATED IN ANY SUCH COUNTRY OR ON ANY SUCH LIST. CUSTOMER ALSO AGREES THAT IT WILL NOT USE THE SERVICE FOR ANY PURPOSES PROHIBITED BY APPLICABLE LAW.
THE SERVICE AND RELATED DOCUMENTATION ARE “COMMERCIAL ITEMS”, AS THAT TERM IS DEFINED AT 48 C.F.R. §2.101, CONSISTING OF “COMMERCIAL COMPUTER SOFTWARE” AND “COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION”, AS SUCH TERMS ARE USED IN 48 C.F.R. §12.212 OR 48 C.F.R. §227.7202, AS APPLICABLE. CONSISTENT WITH 48 C.F.R. §12.212 OR 48 C.F.R. §227.7202-1 THROUGH 227.7202-4, AS APPLICABLE, THE COMMERCIAL COMPUTER SOFTWARE AND COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION ARE BEING LICENSED TO U.S. GOVERNMENT END USERS (A) ONLY AS COMMERCIAL ITEMS AND (B) WITH ONLY THOSE RIGHTS AS ARE GRANTED TO ALL OTHER END USERS PURSUANT TO THE TERMS HEREIN.
Some parts of Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis that begins the day after your Trial Service expires or the day a service is re-instated.
At the end of each Billing Cycle, your Subscription will automatically renew under the same terms of the Agreement unless you cancel it at least seven (7) days prior to your renewal date or we cancel it. You may cancel your Subscription by completing the Active Account Cancellation Form.
A valid payment method, including credit card, is required to process the payment for your subscription. We may require the following payment information to process your payment: a full name, address, state, zip code, telephone number, and a valid payment method. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to the payment method.
You can upgrade or downgrade anytime provided your current monthly usage falls within the limits of the new plan. If you upgrade or downgrade, your changes will take effect immediately and you’ll pay the new rate amount on your next billing date. You will not be charged a pro-rated amount for changes made between Billing Cycles. There are no refunds for past charges. We also do not give pro-rated or partial refunds.
Should automatic billing fail to occur for any reason, we may issue an electronic invoice indicating that you may need to submit full payment of the entire amount shown on the invoice using an alternative form of payment or by submitting payment information manually, over the phone, by email, or some other method within a certain deadline date. We may also, in our discretion and in addition to any other remedies we may have, suspend you and your Authorized Users’ access to the Service.
We do not sell any user account information to third-parties or any individuals for any reason. Each user is protected and information is not shared. Email addresses, phone numbers and addresses will not be shared to any third-parties. All documents that are stored in a transaction will not be shared to any third-parties. Our platform is built on the Salesforce Platform™ and is covered by the Salesforce® Security Guide. We do not make representations or warranties regarding Salesforce® security, and shall not be responsible for any breaches or failures of Salesforce® security.
We do not claim ownership rights in the documents, text, files, images, links, works of authorship, or any other materials that Customer uploads, downloads, stores, or shares via the Service (collectively, “Customer Content“). However, by uploading, downloading, storing or sharing Customer Content through the Service, Customer hereby grants us and our third party-partners a license under any of Customer’s applicable intellectual property or other rights protecting the Customer Content for the purpose of transmitting or storing them in connection with the Service. We reserve the right to remove any of the Customer Content from the Service at our sole discretion for any reason, including, without limitation, if we determine that it may infringe another party’s rights, this Agreement, our policies, or applicable law.
When you cancel your account, we may erase any Customer Content and data from the Service within 21 days. You are responsible for ensuring you have any necessary local backups of your data before requesting cancellation.
We may also delete, without liability, any Customer Content or data that remains in our Service more than 60 days after Customer’s failure to pay or suspension of the account.
Customer acknowledges that the Service sends out automatically generated electronic communication messages on the Customer’s behalf to Customer’s leads, contacts and others that Customer indicates are to receive such communications. The Customer acknowledges the Service will also send automatically generated electronic communication alerts to the Customer related to lead and contact activities.
Consent to Receive Commercial E-Mail, SMS and Text Messaging
We may need to be able to communicate with Customer about the Service and would like to make certain commercial offers available to Customer from time to time. You consent on behalf of Customer and Authorized Users to receive commercial emails, SMS and text messaging from us and/or our partners, and acknowledge and agree that your email addresses, phone numbers and other information may be used for the purposes of initiation of commercial email, SMS and text messages. We will allow Customer to opt out of receiving some of these messages, but in order to stop receiving any messages from us whatsoever (including administrative messages regarding the Service), Customer will need to terminate its account.
Links to Other Sites
Links to non-sGrow websites are provided solely as pointers to information on topics that may be useful to the websites, and we have no control over and make no representations or warranties with respect to the content on such non-sGrow websites. If you choose to link to a website not controlled by us, we make no representations or warranties, either express or implied, concerning the content of such site, including the accuracy, completeness, reliability or suitability thereof for any particular purpose, nor do we represent or warrant that such site or content is free from any claims of copyright, trademark or other infringement of the rights of third-parties or that such site or content is devoid of viruses or other contamination. We do not guarantee the authenticity of documents on the Internet. Links to non-sGrow sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites.
Limitation of Liability
BECAUSE OF THE POSSIBILITY OF HUMAN AND MECHANICAL ERROR AS WELL AS OTHER FACTORS, THE SYSTEM (INCLUDING ALL INFORMATION AND MATERIALS CONTAINED ON THE SYSTEM) IS PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”. SGROW AND THIRD-PARTY DATA PROVIDERS ARE NOT PROVIDING ANY WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICE. WE AND THIRD-PARTY DATA PROVIDERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH REGARD TO THE SYSTEM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, WE WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SYSTEM, OR FOR THE INCOMPATIBILITY BETWEEN THE SYSTEM AND FILES AND THE USER’S BROWSER OR OTHER SITES OR DEVICES ACCESSING SYSTEM. NOR WILL WE BE LIABLE FOR ANY OTHER PROBLEMS EXPERIENCED BY THE CUSTOMER OR ANY AUTHORIZED USER DUE TO CAUSES BEYOND OUR CONTROL. NO LICENSE TO THE USER IS IMPLIED IN THESE DISCLAIMERS.
WE AND THIRD-PARTY DATA PROVIDERS DO NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION OR MATERIALS CONTAINED ON THE SYSTEM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND INFORMATION. FURTHERMORE, SGROW WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, COMPUTER VIRUSES, MALICIOUS CODE, OR OTHER DEFECT IN THE SYSTEM, ANY INCOMPATIBILITY BETWEEN THE SYSTEM AND THE CUSTOMER’S FILES AND THE CUSTOMER’S BROWSER OR OTHER SITES OR DEVICES ACCESSING SYSTEM, OR ANY OTHER PROBLEMS EXPERIENCED BY THE CUSTOMER OR ANY AUTHORIZED USER DUE TO CAUSES BEYOND OUR CONTROL. NO LICENSE TO THE USER IS IMPLIED IN THESE DISCLAIMERS. NOTHING HEREIN SHALL BE CONSTRUED AS LIMITING OR REDUCING OUR RESPONSIBILITIES AND OBLIGATIONS TO CLIENTS IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE OR OUR AFFILIATES HAVE LIABILITY TO CUSTOMER FOR DAMAGES IN EXCESS OF THE AMOUNT OF TWENTY-FIVE DOLLARS ($25) OR THE AMOUNT CUSTOMER PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO THOSE CUSTOMERS.
Potential Disruption of Service
Access to the Service may from time to time be unavailable, delayed, limited or slowed down due to, among other things:
• Hardware failure, including among other things failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment
• Software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content
• Overload of system capacities
• Damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters
• Interruption (whether partial or total) of power supplies or other utility of service
• Strike or other stoppage (whether partial or total) of labor
• Governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention
• Any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond our control.
In the event any of the terms or provisions in these Terms shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. These Terms shall be subject to all other agreements (if any) that you have entered into with us.
Governing Law and Jurisdiction
Any dispute or claim arising out or related to the Service and the Agreement, shall be governed by and construed in accordance with the laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of, or related to, these Agreement or the Service shall be instituted exclusively in the Federal Courts of the District of Arizona or the courts of the State of Arizona, in each case located in the County of Maricopa, although we retain the right to bring any suit, action, or proceeding against you for breach of these Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Disclosure & Hold Harmless
We are not responsible for any Customer Content uploaded into the Service, whether uploaded by the Customer, an Authorized User, or anyone acting on behalf of, at the direction of, or with the consent of the Customer or any Authorized User. By agreeing to these terms, you understand and accept the responsibility of being a user on the Service. We are held harmless for all Customer Content.
We will not be held responsible for any new account created. All information entered in the Service must be true and accurate of that person. Each user hereby agrees that all information entered into the Service is true and accurate. If an Authorized User enters in false information, makes a mistake when entering their information or maliciously enters erroneous information, we are not responsible and you will indemnify and hold us harmless for all claims, damages, costs, expenses, charges and fees we incur as a result of all information entered. You take full responsibility of their actions and information that is entered into the Service.
This Agreement is effective until terminated by Customer or us. Customer’s right to use or access the Service will terminate automatically without notice from us if Customer or any Authorized User fails to comply with any term(s) of this Agreement. Upon termination of the Agreement, Customer and its Authorized Users shall cease all use of or access to the Service. Customer acknowledges that except to the extent we otherwise agree in writing, we may restrict, modify, or terminate Customer’s access to the Service, without liability, for our convenience; provided that if we terminate this Agreement for our convenience we will refund a pro rata portion of any pre-paid fees. You may cancel the Service at any time by submitting the Cancellation Request Form. Your cancellation will be effective as of the end of your monthly billing cycle as long as you notify us at least 7 days before the end of the cycle. Otherwise, the cancellation will be deemed given in the following month.
The data and the files that Customer enters into the Service shall, except to the extent provided herein, constitute the confidential information of Customer (“Confidential Information“). Except as is set forth herein, we agree not to disclose your Confidential Information and agree only to use the Confidential Information in connection with the Service. We may disclose Confidential Information as may be required by law or pursuant to court order. Confidential Information shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on our part, generally known or available to the public without breach of this Agreement by us; (ii) was acquired by us without restriction as to use or disclosure before receiving such information from the disclosing party; (iii) is obtained by us from a third party authorized to make such disclosure; or (iv) is independently developed by us without use of or reference to your Confidential Information.
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter.
Your continued use of the Service following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page each time you access the Service so you are aware of any changes, as they are binding on you.
Neither party shall be in default for failing to perform any obligation hereunder, under than the payment of monies, if such failure is caused by supervening conditions beyond the parties’ respective control, including without limitation, Acts of God, illegal acts of third parties, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes, or governmental demands.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
This Agreement operates to the fullest extent permissible by law.
We may freely transfer or assign this Agreement and any of our rights or obligations hereunder.
Customer may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void.
No waiver by sGrow of any term or condition set out in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of sGrow to assert a right or provision under the Agreement shall not constitute a waiver of such right or provision.
If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
The Agreement constitutes the sole and entire agreement between you and sGrow and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.