Grow Tent Powered by Syde Agency
Terms of Service
February 21, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND TO RECEIVE THE SERVICES AND USE OUR SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. If You accept or agree to these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to these Terms and, in such event, “You” and “Your” will refer and apply to that company or other legal entity. You and Cufile LLC (“Syde Agency”) may each be referred to as “Party” and together as “Parties”. Certain services, products or applications provided or accessed through the Site on a subscription or other basis may be governed by additional terms or agreements (collectively, “Additional Terms”), all of which are part of the agreement between us. In the event of a conflict between these Terms and any provision(s) of any such Additional Terms, the provision(s) set forth in such Additional Terms shall prevail.
Syde Agency provides Instagram marketing and management services (“Services”) through different plans, which Services are accessible through http://growtent.io (“Site”). You may choose a plan or switch between different plans.
Terms and Conditions
- Warranties and Disclaimers
- Applicable Laws.Each Party warrants that it will comply with applicable law.
- Social Media Account. You represent and warrant that You are the rightful owner of the Instagram accounts for which usernames and passwords are provided to Syde Agency for the provision of the Services.
- DISCLAIMERS. THIS SITE AND THE SERVICES ARE PROVIDED AS-IS, WITHOUT CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, OR ANY WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND SYDE AGENCY HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY, TIMELINESS OR ACCURACY OF SERVICE. SYDE AGENCY MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE USE OF THE SERVICES WILL GENERATE CUSTOMER REFERRALS, IMPROVE YOUR CUSTOMER RETENTION OR EXPAND YOUR ONLINE BRAND EXPOSURE. SYDE AGENCY DOES NOT WARRANT THAT THE SERVICES PROVIDED WILL MEET CLIENT’S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. SYDE AGENCY SHALL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES RESULTING FROM CLIENT’S FAILURE TO COMPLY WITH INSTAGRAM’S TERMS AND CONDITIONS AS A RESULT OF THE USE OF THE SERVICES OR FROM ANY ACTIVITY THAT OCCURS ON CLIENT’S INSTAGRAM ACCOUNTS AFTER USING THE SERVICES. SYDE AGENCY DOES NOT ENCOURAGE SPAMMING OR VIOLATION OF ANY OF THE TERMS AND CONDITIONS OF THE SOCIAL MEDIA NETWORKS CLIENT USES. USER BEHAVIOR SUCH AS LIKING, FOLLOWING OR COMMENTING ON CLIENT’S POSTS OR YOUR SOCIAL ACCOUNTS CANNOT BE PREDICTED AND THEREFORE CANNOT BE CONTROLLED.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You will defend, indemnify and hold Syde Agency harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims made or brought against Syde Agency by a third party relating to the breach by You of any of Your representations or warranties in these Terms.
- Limitation of Liability
EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS IN SECTION 4, UNDER NO CIRCUMSTANCES WILL SYDE AGENCY, YOU, OR ANY AFFILIATE BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THESE TERMS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT WILL SYDE AGENCY’S TOTAL LIABILITY UNDER THESE TERMS EXCEED THE AMOUNT OF FEES PAID BY YOU TO SYDE AGENCY DURING THE 1 MONTH PERIOD PRECEDING THE ACTION. NEITHER SYDE AGENCY NOR ITS AFFILIATES WILL BE LIABLE FOR ANY LOSS OF YOUR DATA OR ANY INTERRUPTION OF THE SERVICES DUE TO ANY CAUSE. THIS LIMITATION IS A FAIR ALLOCATION OF RISK.
- Fees and Renewal
Billing. You authorize Syde Agency to charge You the recurring monthly subscription fee for the Service You choose from time to time through the My Account page on the Site and any other charges. Any plan changes will be effective as of the billing cycle following that in which in the change was made. For example if You sign up on January 1st for a plan, You are immediately charged for that plan’s fee. If, on January 15, You decide to switch to another plan, You are not charged anything and service level remains unchanged until February 1st. On February 1st, You are charged for the new plan fee and Your service level is adjusted accordingly. You may incur in connection with Your use of the Services, such as taxes or possible transaction fees, to Your credit card.
Billing Cycle. The subscription fee for the Services will be billed at the time You choose a plan and each subscription thereafter unless and until You cancel Your subscription. Syde Agency will automatically bill Your credit card each month on the calendar day corresponding to the commencement of Your subscription. Subscription fees are fully earned upon payment. Syde Agency reserves the right to change the timing of our billing, in particular, as indicated below, if Your credit card has not successfully settled.
No Refunds. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, You will continue to have access to the service through the end of Your current billing period.
Payment Methods. You may edit Your credit card information by visiting the Site and clicking on the “My Account” link. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and You do not edit Your credit card information or terminate Your account, You remain responsible for any uncollected amounts and authorize us to continue billing the credit card, as it may be updated. This may result in a change to Your payment billing dates. Syde Agency may update Your credit card information with information provided by the applicable payment service provider, and You authorize us to continue to charge the subscription fee to the updated credit card.
- Termination. You may terminate these Terms at any time by sending us an email at firstname.lastname@example.org or through the My Account page on the Site. Without limiting our rights specified below, Syde Agency may terminate these Terms for convenience at any time by giving You 10 days’ notice via email to Your registered email address. You agree that Syde Agency shall not be liable to You or any third party for any termination or cancellation of Your access to or use of the Services and/or the Site, except for a refund of any prepaid fees or charges.
- Effect of Termination. Any termination pursuant to this Section will be without any liability or obligation of the terminating party, other than with respect to any breach of these Terms prior to termination. If You or Syde Agency terminate this Agreement, Syde Agency does not have an obligation to delete or return to You any of Your information. When this Agreement has been terminated, You are not entitled to a restoration of Your Syde Agency account or any of Your information. If Your access to or use of the Site and Services has been limited or Your Syde Agency account has been suspended or this Agreement has been terminated by Syde Agency, You may not register a new Syde Agency account or attempt to access and use the Site and Services through others’ accounts. Syde Agency will have no obligation to refund any prepaid fees or charges unless the access to the Services is terminated by Syde Agency or You terminate this agreement for a material breach of its obligations by Syde Agency.
- Survival. If You or Syde Agency terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
- Information Security
For Your security and the security of Your account and information You may not share Your Syde Agency login and password with any third party.
Syde Agency respects copyright law and expects its users to do the same. Syde Agency’s policy is to terminate in appropriate circumstances Your account or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. As such, Syde Agency adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If You believe any member content infringes upon Your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”). To be valid, a DMCA Takedown Notice must (i) be provided to Syde Agency’s designated agent (“Copyright Agent”), as set forth below, and (ii) include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to be infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
- Identification of the material claimed to be infringed or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit Syde Agency to contact You, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that, under penalty of perjury, the information in the notification is accurate and that You are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Syde Agency’s Copyright Agent to receive DMCA Takedown Notices is: DMCA@sydeagency.com. For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted on the Service. You acknowledge that for Syde Agency to be authorized to takedown any content, Your DMCA Takedown Notice must comply with all of the requirements of this Section.
- Intellectual Property and Copyright
The Site, Services, and contents are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Services and content, including all associated intellectual property rights, are the exclusive property of Syde Agency and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Syde Agency used on or in connection with the Site and Services, are trademarks or registered trademarks of Syde Agency in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Services, and content are used for identification purposes only and may be the property of their respective owners.
- Miscellaneous Provisions
- Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control (“Force Majeure Event”)
- Communication. All notices, requests, and other communications will be sent to Your email address provided herein, and if to Syde Agency to the email address email@example.com or to any other addresses as either party may specify to the other in writing. Notice is made when received.
- Geographic Consideration. The Site is based in the United States. The Service is rendered by Syde Agency with an address at 360 West Avenue 26 #132 Los Angeles, CA 90031. The Site can be accessed from countries around the world. Access to the Site may not be legal by certain persons or in certain countries. If You access the Website from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws. Access to the Site from territories where the Website or any of its services or products are illegal is prohibited. You acknowledge that You remain responsible at all times for Your compliance with U.S. and all applicable export and related statutes and regulations
- Governing Law. These Terms are governed by and construed under California law excluding its conflict of law provisions.
- Limited Relationship. Syde Agency is an independent contractor; nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between You and Syde Agency.
- Severability. If any provision or part of a provision in these Terms is illegal, invalid, or unenforceable by a court or other decision-making authority, then the remainder of the provision will be enforced, and the validity of all other provisions in these Terms will not be affected or impaired.
- No Waiver. Waiver of any one default will not waive subsequent defaults of the same or different kind, and no failure or delay of either party to exercise or enforce any of its rights under these Terms will act as a waiver of those rights.
- Modification. Syde Agency reserves the right, at its sole discretion, to modify the Services or to modify these Terms at any time and without prior notice. If these Terms are modified, the modification will be posted on the Site and/or You will be provided a notice of the modification by email. Syde Agency will also update the “Last Updated” date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of this Site, the Services will constitute acceptance of the modified Terms. If the modified Terms contain material changes (by decreasing Your rights or increasing Your responsibilities), Syde Agency will provide You with notice prior to the changes taking effect. If the modified Terms are not acceptable to You, Your only recourse is to terminate these Terms. If You do not terminate these Terms You will be deemed to have accepted the changes.