Terms of Service
Last Updated: September 21, 2018
Welcome to the garten website.
These Terms of Service govern your access to, and use of, our Site, and our provision of a variety of services.
– We’ll refer to these Terms of Service as the “Terms”, and to our website as the “Site”.
– We’ll refer to Garten as “Garten” or “we” or “us” or “our”.
– We’ll refer to all the services we provide, individually and collectively, as the “Services”.
– We’ll refer to you, the person or entity agreeing to these Terms, as “you” or “your”, and (to the extent you use purchase any Service), a “Customer”.
1. Agreement to Terms
By accessing or using the Site, and/or using a Service, (i) you agree to these Terms and (ii) you represent that you are at least 18 years old.
2. Changes to Terms or Services
We may modify the Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. If you continue to use the Site and the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms, and to purchase our Services, as further detailed below.
3. Your Right to Use the Site; Your Restrictions
A. Things you can do. Subject to your compliance with these Terms, Garten grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable license to electronically access and use the Site solely as provided for in these Terms.
B. Things you can’t do. You will not (and you will not allow any other person to) do any of the following:
i. publish on or upload to the Site anything unlawful, misleading, malicious, or discriminatory;
ii. access or attempt to access any other Garten systems, programs, data or accounts that are not made available for public or your use;
iii. except as allowed with respect to backups of Your Information, copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site;
iv. work around any technical limitations in the Site, use any tool to enable features or functionalities that are otherwise disabled in the Site, or decompile, disassemble, or otherwise reverse engineer the Site except as otherwise permitted by applicable law;
v. perform or attempt to perform any actions that would interfere with the proper working of the Site, prevent access to or the use of the Site by Garten other licensees or customers, or impose an unreasonable or disproportionately large load on Garten infrastructure;
vi. frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Garten or the Site or use any Garten trademark or service marks, unless authorized to do so in writing by Garten;
vii. attempt to probe, scan, or test the vulnerability of any Garten system or network or breach any security or authentication measures;
viii. attempt to access or search the Site or download content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Garten or other generally available third-party web browsers;
ix. send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
x. impersonate or misrepresent your affiliation with any person or entity; or
xi. otherwise use the Site except as expressly allowed under the Terms.
4. Intellectual Property Rights
A. Garten (and its licensors’) Ownership of IP. The content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. Garten, the Garten logo, and other Garten trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Garten. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. Garten and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Garten or its personnel in connection with the Services (collectively “Garten Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) therein. You will have no rights in any trademarks, the Garten Materials or the Site except as expressly set forth in these Terms.
B. Your Ownership of IP. You own all right, title and interest in and to Your Information. For purposes of these Terms, “Your Information” means all non-public data provided by you to the us to enable provision of the Services.
5. Use of the Services; Providing Us Information
A. To Access our Services, You’ll Need to Create an Account. To purchase our Services, or to access our Services as an employee of one of our customers, you will need to register with Garten. You agree to provide accurate, complete registration information, and to will keep that information current. You agree that Garten may store and use your registration information to maintain your account. Further information on ordering Services is set forth in Section 8 of these Terms.
B. Information You Must NOT Provide; DISCLAIMERS.
i. Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Garten any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. GARTEN EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD-PARTY CONFIDENTIAL INFORMATION.
ii. Personal Health Information. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Garten any data or information which may qualify as protected health information (or any similar information) regulated under the Health Insurance Portability and Accountability Act of 1996 and related regulations (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) (all such data or information, collectively, “PHI”). GARTEN EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH PHI.
7. Data Security; Disclaimer
A. The Security of Your Information is Important to Garten. Garten takes reasonable administrative, physical and electronic measures designed to protect from unauthorized access, use or disclosure of the information that we collect from you.
B. Garten Will Notify You and Try to Fix any Breaches of Security. If there is a suspected, threatened or actual security incident or breach of security involving Your Information (a “Security Breach”), Garten will at its own expense: (i) investigate and take all steps to identify, prevent and mitigate the effects of such Security Breach; (ii) promptly notify you of the incident; and (iii) as soon as reasonably possible (A) conduct any recovery reasonably possible to remediate the impact of such Security Breach and (ii) comply with applicable law and industry practices relating to such Security Breach. Despite the foregoing, you acknowledge and agree that this clause constitutes notice by Garten to you of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Client shall be required. “Unsuccessful Security Incidents” means, without limitation, pings and other broadcast attacks on Garten firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Your Information.
C. You Have Security Responsibilities. You agree to: (i) keep your password and online ID secure and confidential; (ii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iii) notify us immediately if you are contacted by anyone requesting your online ID and password. If you give someone your online ID and online password, you are authorizing that person to access and use your account, and you are responsible for any and all transactions that person performs while using your account, even those transactions that are fraudulent or that you did not intend or want performed. You agree to indemnify and hold harmless Garten from and against any and all liability arising in any way from the access to the Site by persons to whom you have provided your online ID and/or online password. In addition, you are responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with using the Service, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all privacy and data protection laws, rules and regulations.
D. Some Third Parties May have Incidental Access to Your Information. Garten works with other companies to provide information technology services to users of the Site. These companies may have access to Garten databases, but only for the purposes of providing service to Garten. For example, a third party may obtain access to Your Information in an effort to update database software or manage data. These companies will operate under consumer confidentiality agreements with Garten.
8. Ordering Services on garten.co
A. Services Ordered by Your Employer. Your employer may have entered into a Services Agreement with Garten, and you may be an Authorized User under that Services Agreement. The Services Agreement sets forth additional terms which may be applicable to your use of the Services.
B. Services Ordered by You Directly from Garten. You can order our Box service at https://garten.co/box.
a. For Services other than Box, you will need to enter into a separate Service Agreement which will contain additional terms and conditions related to the Service you order.
b. For our Box Service, any order submitted by you to Garten for which you’ve completed “check out” constitutes the agreement for Garten to provide the Services and for you to receive and pay for such Services.
c. Garten shall have no responsibility to provide any Service with respect to orders submitted where you have not completed the online “check out” process.
C. Box Service Subscriptions; Renewals. The Box Services are licensed pursuant to Subscriptions. Subscriptions will be for the term agreed to in an applicable order. Subscriptions will automatically renew for successive one-year terms at Garten’s then-current fees unless you provide written notice of non-renewal to us at least thirty days prior to the end of the then-current term of the applicable subscription.
D. Termination of Box Subscriptions. Either of us may terminate any Box Subscription under these Terms immediately if the other commits any material breach of any term of these Terms and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty (30) days of a written request to remedy the breach.
E. Payment for Box Subscriptions. Except as may be otherwise expressly provided in these Terms, all payments accrued or made under these Terms are non-cancelable and nonrefundable. All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon these Terms. Any taxes related to the Services purchased pursuant to these Terms including, but not limited to, withholding taxes, will be paid by you, or you will present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes based on our net income. All payments will be made in United States dollars. If you have any outstanding balance due on your account, then we have the right to withhold Delivering any Services to you until you have paid your account balance in full. If your payment is late, we may charge interest on your outstanding late balance at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the date such amount was due until the date that payment is received by us. You agree to reimburse us for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.
We welcome feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com or through the functionality available on the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.
10. Links to Third Party Websites or Resources
The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
A. Term. These Terms commence on the date on which you accept them and, unless terminated earlier, will continue until terminated.
B. Termination. Garten is eager to have a long-term relationship with you. Garten may, however, may cancel your account, and/or terminate your rights to any or all of the Site if you provide false, inaccurate or incomplete information to us, if you are in breach of any of your obligations under these Terms, or if your account is associated with a competitor of Garten. You may cancel your account at any time by sending an email to us at firstname.lastname@example.org.
C. Effect of Termination. Upon termination of these Terms (i) your right to access and use the Site and Services will immediately terminate; and (ii) all fees you may owe will become immediately due and payable.
D. Survival. Sections 3(B), 4, 5(B), 7(C), 7(D), 9, 10, 11(C), 11(D), and 12-15, plus all related definitions and all accrued rights to payment will survive any termination or expiration of these Terms.
12. Important Disclaimers
WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY SERVICES OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED BY US, AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT OUR SERVICES WILL SUCCEED IN RESOLVING ANY PROBLEM OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
The Internet is Not Guaranteed to be Safe. Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET-BASED SERVICE DELIVERY IS SUCH THAT CONFIDENTIALITY AND PERFORMANCE CANNOT BE COMPLETELY ASSURED. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR INFORMATION, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO OUR GROSS NEGLECT OR MISCONDUCT. Despite any other provision of the Agreement, in the case of loss or PHI or other personally identifiable information due to our actions or inactions, your sole remedy shall be for is to restore such PHI and /or other personally identifiable information from the latest available backup.
Garten is not responsible or liable for any user content posted on the Site or in connection with the Service. We do not control and are not responsible for what you or other users of the Site post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Garten assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. Garten is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Service.
14. Limitation of Liability
Garten shall have no liability for any loss, damage, or injury resulting from your or any third parties’ negligence, lack of training, use or misuse, or misapplication of any Service. You agree to indemnify, defend, and hold harmless Garten and its employees from any claims, damages and actions of any kind or nature arising from or caused by the use or misuse of any Service.
IN NO EVENT WILL GARTEN BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THES TERMS, THE SITE OR THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF GARTEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GARTEN’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO GARTEN BY YOU UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE UNDER THIS AGREEMENT.
15. General Terms
These Terms constitute the entire and exclusive understanding and agreement between Garten and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between Garten and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Garten’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Garten may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, at its address indicated in the signature box to these Terms (or such other address as to which the other party has been notified), or sent by email if receipt is electronically confirmed.
Garten’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Garten. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material.
These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole venue for all disputes relating to these Terms shall be in San Mateo County, California.
16. Contact Information
If you have any questions about these Terms or the Services please contact Garten at email@example.com.