Terms of Service

Last Updated: 23^rd of May 2025

This Terms of Service (“Agreement”) is a legally binding contract between you and Allegrow, Inc., (“Allegrow,” “us,” “we,” or“our”) regarding your use of the Service (asdefined in Section 1). References to “Customer”, “you”, and “your”refer to the individual, company, MSP (managed service provider), or other entity that accepts the Agreement, by executing an ordering document provided to you by us, placing an Order using online functionality Allegrow makes available like clicking a box, creating an Account (as defined in Section 3.2), or otherwise affirmatively accepting the Agreement through another means Allegrow offer you.

If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Customer,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are accepting this Agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this Agreement on behalf of the entity or entered into a separate agreement regarding the use of the Service (“Separate Agreement”) prior to the date upon which you accept this Agreement (“Effective Date”), this Agreement will not apply to you and your and the entity’s rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate Agreement. If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an Agreement by Allegrow and by you to be bound by this Agreement.

YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF ALLEGROW AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE CUSTOMER SERVICE CALLS. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

 1. Defined Terms. Certain capitalized terms used in this Agreement are defined in Section 14 (Definitions) and others are defined contextually in this Agreement.

2. Overview. The Service provides a platform that helps B2B companies improve their email deliverability and optimize sales outreach by analyzing email data and identifying factors that can impact inbox placement (“Service”).

3. The Service.

3.1. Permitted Use. Subject to the terms and conditions of this Agreement and each Order, Allegrow will make the Service available to Customer and, if Customer is a company or entity, to Customer’s Users during the Subscription Term. Customer may only use the Service internally.

3.2. Access. To access the Service, Customer and its Users may need to register for an account (“Account”) and, in doing so, may be required to provide Allegrow with information (such name, company name, email address, or other contact information). Customer agrees that the information it provides to Allegrow is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Allegrow (“Log-in Credentials”), may access and use the Service. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Allegrow’s breach of this Agreement). Customer will promptly notify Allegrow if it becomes aware of any compromise of any Log-in Credentials. Allegrow may Process Log-in Credentials in connection with Allegrow’s provision of the Service or for Allegrow’s internal business purposes. Customer represents and warrants to Allegrow that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Service is in compliance with all Laws.

3.3. Restrictions. Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Service to a third party (other than Users); (b) use the Service on behalf of, or to provide any product or service to, third parties; (c) use the Service to develop a similar or competing product or service or use the Service if you (or any of your Users) are direct competitor of Allegrow; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Allegrow); (e) modify or create derivative works of the Service or copy any element of the Service; (f) remove or obscure any proprietary notices in the Service; (g) publish benchmarks or performance information about the Service; (h) interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service; (i) transmit any viruses or other harmful materials to the Service; (j) take any action that risks harm to others or to the security, availability, or integrity of the Service; (k) access or use the Service in a manner that violates any Law; or (l) use the Service with Prohibited Data or for High Risk Activities. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Allegrow is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Allegrow has no liability for Prohibited Data or use of the Service for High Risk Activities.

3.4. Fair Use Policy. Your use of the Services, particularly those services that include unlimited functionality, is subject to Allegrow’s Fair Use Policy available at https://www.allegrow.co/fair-use-policy (“Fair Use Policy”), which is incorporated herein by reference. For purposes of clarity, the Fair Use Policy establishes usage thresholds and other limitations designed to prevent abuse, maintain service quality and ensure equitable access for all Users.

3.5. Support. Allegrow will use commercially reasonable efforts to provide Customer with support for the Service described in the at the Support Help Center (“Support”).

3.6. Use of Customer Data. Customer grants Allegrow the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide the Service; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by Laws or as agreed to in writing between the parties.

3.7. Data Processing. To the extent the Services involve the Processing of Personal Data, the parties agree that such Processing will be governed by the terms set forth in the Data Processing Addendum at https://www.allegrow.co/dpa (the “DPA”) which is hereby incorporated by reference. “Processing” and “Personal Data” shall have the meaning given to them under the DPA.  

3.8. Usage Data; Aggregated Data. Allegrow may Process Usage Data and Aggregated Data for internal business purposes to: (a) track use of Service for billing purposes; (b) provide support for Service; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Service; (e) to improve Service, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.

3.9. Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws and the Fair Use Policy when using the Service. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Allegrow to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process the Customer Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.

3.10. Suspension. Allegrow may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.3 (Restrictions) or Section 3.9 (Customer Obligations); (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Allegrow suspend the Service or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Allegrow’s other customers or the security, availability, or integrity of the Service. Where practicable, Allegrow will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Allegrow will use reasonable efforts to restore your access to the Service.

3.11. Modifications to the Service. Allegrow may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer (except that Allegrow will use commercially reasonable efforts provide Customer with 30 days’ prior notice in the event of any deprecation of any material feature or functionality of the Service). Allegrow will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Order entered into or renewed after Allegrow’s implementation thereof.

3.12. Customer Systems. Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer require to access and use the Service.

3.13. Third-Party Platforms. Use of Third-Party Platforms are subject to Customer’s agreements with the relevant provider and not this Agreement. Allegrow does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Service, Customer authorizes Allegrow to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.

3.14. Allegrow Network. Certain functionalities of the Service offer an inbox placement service, meaning such service calculates where Users’ emails land and how they interact from the Allegrow network. To use such service, you agree to these terms and understand that when a User provides Allegrow with access to an email account, the User does this to track where emails that are sent from their mailbox land inside other mailboxes and to establish the percentage of their email traffic that reaches the primary inbox. Allegrow, in line with the Customer’s wishes, sends these emails for testing purposes to other User’s mailboxes inside the network and has the ability to access specific information on where test emails land inside the Users’ email client. Therefore, the User is aware an email address they use to connect and use for this purpose can be visible to other network members due to the test emailing.

3.15. Credits. If the package you purchase is not labeled as “unlimited” in the Order, the number of monthly credits will be as specified in the Order, or if no credits are listed, this functionality must be purchased separately.

3.16. Unlimited Plan Services. Allegrow’s plans described as providing “unlimited” functionality allow Users to upload contacts for verification and analysis subject to the terms and limitations in the Fair Use Policy. However, you understand and acknowledge that: (i) not all email addresses can be technically verified due to various technical limitations outside of Allegrow’s control; (ii) the time required to complete email verification or risk analysis may vary based on technical factors, server load, and complexity of the verification process; (iii) Allegrow does not guarantee verification of all submitted contacts nor commit to specific processing timelines; and (iv) Allegrow may prioritize or throttle processing of verification requests as necessary to maintain system stability and ensure equitable service for all Users. The “unlimited” nature of these plans refers to the fact that Users will not need to purchase additional verification credits for each verification attempt and there is no expiration of usage rights within the Subscription Term, rather than guaranteeing successful verification of all submitted contacts or specific processing speeds.

3.17. Text Messaging & Phone Calls.  You agree that Allegrow and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Services. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM ALLEGROW, YOU CAN EMAIL INFO@ALLEGROW.CO OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM ALLEGROW, YOU CAN EMAIL INFO@ALLEGROW.CO OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive calls and  text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Service.

4. Commercial Terms.

4.1. Upgrades/Downgrades. You are permitted to modify your Allegrow account type, specifically to upgrade or downgrade, subject to the terms of your license. To initiate an upgrade or downgrade, you must notify Allegrow at info@allegrow.co. For upgrades, mutual agreement with Allegrow is required during your current Subscription Term, or, where allowed, your admin user may implement the upgrade directly via your account dashboard. Any upgrade will become effective immediately upon agreement. The additional fees for the upgraded account will be billed immediately and will cover the remainder of your existing Subscription Term. The total fees for the upgraded account will be adjusted to account for any payments already made for the current Subscription Term. Downgrades are only executable at the conclusion of your existing Subscription Term. Please be aware that downgrading may result in a loss of content, features, or capacity that were available under your previous license. Allegrow bears no responsibility for any such losses incurred as a result of downgrading your account.

4.2. Subscription Term Renewal; Termination. Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term. Customer may cancel the Service by providing at least 30 calendar days’ notice to Allegrow at info@allegrow.co. YOUR CANCELLATION MUST BE RECEIVED AT LEAST THIRTY (30) DAYS BEFORE THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD.

4.3. Fees. Fees for the Service (“Fees”) and payment terms are as described in the Order. Every Allegrow package is a rolling monthly or annual contract agreement, which means payments are taken automatically via the payment method in your account each month or year unless you have the requisite notice to terminate your plan. Unless otherwise provided in the Order, all Fees (i) will be paid in US dollars, (ii) are charged in advance in accordance with the pricing schedule, and (iii) are non-refundable after 14 calendar days from your initial sign-up date. Payments on plans described as ‘Scale-Plus’ on an order form are non-refundable after the listed ‘Start-date’.

4.4. Late Fees; Taxes. Your Account will be charged a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less, and Customer will also be responsible for fees or charges that are incidental to any chargeback or collection of the unpaid amount, including any collection Fees. Except as stated above, all Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Allegrow’s income tax (“Taxes”). Fees are exclusive of all Taxes.

4.5. Authorization. You authorize Allegrow to charge all sums for the orders that you make and any level of Service you select as described in this Agreement or published by Allegrow, including all applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a credit card, then Allegrow may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree that Allegrow may seek pre-authorization of the credit card account Customer provide to Allegrow for payment prior to any purchase to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If your payment method is no longer valid at the time a renewal Fee is due, then Allegrow reserves the right to delete your Account and any information or Customer Data associated with your Account without any liability to you.

4.6. Pricing. Allegrow reserves the right to determine pricing for the Service. We will use reasonable efforts to keep pricing information with respect to the Service that is published on Allegrow’s pricing page available at https://www.allegrow.co/plans up to date, and Allegrow encourages Customers to check it regularly for current pricing information. Unless Allegrow and Customer otherwise agree in an Order executed by the parties, Allegrow may change the Fees for the Service (including any feature or functionality of the Service) and Allegrow will notify Customer of any such changes before they apply. Allegrow may make promotional offers with different features and different pricing to any of Allegrow’s other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.

4.7. Renewal Fees. Fees for renewal Subscription Terms are at Allegrow’s then-current Fees at the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers previously extended to Customer.

5. Limited Warranty; Disclaimer.

5.1. Limited Warranty. Allegrow warrants to Customer that the Service will perform materially as described in the Documentation during a Subscription Term (“Limited Warranty”).

5.2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 5.1, THE SERVICE IS PROVIDED “AS IS”. ALLEGROW, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALLEGROW WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. ALLEGROW IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE ALLEGROW’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE PERFORMANCE TO THE SHORTEST LEGALLY PERMITTED PERIOD.

5.3. Warranty Remedy. If Allegrow breaches a Limited Warranty during the Subscription Term and Customer makes a reasonably detailed warranty claim in the manner required by Allegrow within 30 days of discovering a breach of the Limited Warranty for the Service, then Allegrow will use reasonable efforts to correct the non-conformity. If Allegrow cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the Service. Allegrow will then refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Term. This Section 5.3 sets forth Customer’s exclusive remedy and Allegrow’s entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Trials and Betas (as defined below) or other free or evaluation use.

6. Term and Termination.

6.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

6.2. Termination. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer violates any provision of this Agreement, then your authorization to access the Service and this Agreement automatically terminate. In addition, Allegrow may, in its sole discretion, terminate this Agreement or Customer’s Account on the Service, or suspend or terminate Customer’s or its Users’ access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination. Customer may terminate your Account and this Agreement at any time by contacting us at info@allegrow.co.

6.3. Effect of Termination. Upon expiration or termination of an Order, Customer’s access to and Allegrow’s obligations to provide the Service will cease. During a Subscription Term, Customer may export data or information that Customer (including its Users) submits to the Service, including from Third-Party Platforms from the applicable Service, using the export features described in the applicable Documentation. For the 60 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may request export of its Customer Data by contacting us at info@allegrow.co. After that 60 day period, Allegrow will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information, as defined in Section 10, may be retained in Recipient’s (as defined below) standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.  

6.4. Survival. These Sections survive expiration or termination of this Agreement: 3.3 (Restrictions), 3.8 (Usage Data; Aggregated Data), 3.9 (Customer Obligations), 4.3 (Fees), 4.5 (Authorization), 5.2 (Disclaimer), 6.3 (Effect of Termination), 6.4 (Survival), 7 (Ownership), 8 (Limitations of Liability), 9 (Indemnification), 10 (Confidentiality), 13 (Miscellaneous), and 14 (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

7. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data. Except for Customer’s use rights in this Agreement, Allegrow and its licensors retain all intellectual property rights and other rights in the Service, Software, Documentation, Usage Data, and Allegrow’s technology, templates, formats, and dashboards, including any modifications or improvements to these items made by us. If Customer provides Allegrow with feedback or suggestions regarding the Service or its other offerings, Allegrow may use the feedback or suggestions without restriction or obligation.

8. Limitations of Liability. Except for breaches of Sections 3.1 (Permitted Use), 3.3 (Restrictions) and 10 (Confidentiality), neither Allegrow’s, Customer’s or their respective suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance. Except for breaches of Sections 3.1 (Permitted Use), 3.3 (Restrictions) and 10 (Confidentiality) and Customer’s liability arising out of Section 9 (Indemnification), neither Allegrow’s, Customer’s or their respective suppliers or licensors liability arising out of or related to this Agreement will exceed in aggregate the amounts paid or payable by Customer to Allegrow pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement. The waivers and limitations in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

9. Indemnification. Customer will defend Allegrow from and against any third-party claim to the extent resulting from Customer Data, Customer’s use of the Service, or Customer’s breach or alleged breach of Section 3.9 (Customer Obligations), and will indemnify and hold Allegrow harmless against any damages and costs awarded against Allegrow (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

10. Confidentiality.

10.1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Our Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service.

10.2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 3.6 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Allegrow is the Recipient, Allegrow may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.

10.3. Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

10.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.

10.5. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

11. Trials and Betas. If Customer or its Users receive access to or use of Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), such access to or use is permitted only for Customer’s internal evaluation and testing purposes during the period designated by Allegrow (not to exceed thirty 30 days unless otherwise agreed upon by the parties in writing). These Trials and Betas will be considered part of the Service and, subject to the remainder of this Section 11, all provisions of this Agreement relating to the Service will apply to these Trials and Betas. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Allegrow may never release, and their features and performance information are deemed to be Allegrow’s Confidential Information. Allegrow may suspend Customer’s and its Users’ access to the Trials and Betas at any time. Customer’s and its Users’ use of Trials and Betas is at their own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALLEGROW PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND OUR LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.

12. Modifications. Allegrow may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Allegrow indicates an earlier effective date. If Allegrow requires modifications with an earlier effective date and Customer does not agree to the modifications, Customer’s exclusive remedy is to object at which point Allegrow will either (a) choose to maintain the prior agreement as it pertains to your use of the Services or (b) end your subscription and provide a prorated refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Allegrow of its objections within 30 days after Allegrow’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. Allegrow may require Customer to click to accept the modified Agreement.

13. Miscellaneous.

13.1. Assignment. Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, Allegrow may, without Customer’s consent but with written notice to Customer, assign or transfer this Agreement, in whole or in part, to: (i) an affiliate; (ii) a successor entity resulting from a merger, acquisition, or consolidation involving Allegrow; or (iii) an entity that acquires all or substantially all of Allegrow’s assets or business operations related to the subject matter of this Agreement. Any such assignment or transfer shall be pursuant to a corporate restructuring, reorganization, or similar corporate transaction, and the assignee or successor entity shall be bound by the terms and conditions of this Agreement. Allegrow will provide reasonable notice to Customer of any such assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

13.2. General Provisions. This Agreement, including the DPA and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Allegrow regarding your use of the Service. The failure to require performance of any provision will not affect Allegrow’s right to require performance at any other time after that, nor will a waiver by Allegrow of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

13.3. Marketing. Customer hereby authorizes Allegrow to use the users name and logo for Allegrow’s marketing efforts unless and until such authorization is revoked in writing.

13.4. Governing Law. This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Wilmington, Delaware and both parties submit to the personal jurisdiction of those courts.

13.5. Additional Terms. Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Allegrow may post on or link to from the Service (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

13.6. Electronic Communications. Customer acknowledges that it will receive certain electronic communications from Allegrow as further described in Allegrow’s Privacy Policy. Please read Allegrow’s Privacy Policy to learn more about Allegrow electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Allegrow sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

13.7. Contact Information. The Service is offered by Allegrow, Inc., located at Allegrow Inc, Bond Collective, 310 Comal, Building A, Suite 200, Austin, TX, 78702. Customer may contact Allegrow by sending correspondence to that address or by emailing Allegrow at info@allegrow.co.

13.8. Notice to California Residents. If Customer are a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

14. Definitions.

“Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

“Customer Data” means any data or information that: (a) Customer (including its Users) submits to the Service, including from Third-Party Platforms; and (b) is collected, accessed, used, disclosed, transferred, transmitted, stored, hosted, or otherwise processed by Allegrow to provide the Service to Customer.

“Customer Systems” means Customer’s hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Service.

“Documentation” means the then-current version of Allegrow’s Fair Use Policy and any other documentation for the Service that Allegrow makes generally available to its customers that it provides the Service to.

“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

“Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Personal Data.

“Order” means an order that is executed by Customer and Allegrow or a process Customer completes through the online order flow Allegrow provide each of which references this Agreement.

“Privacy Policy” means the Privacy Policy at https://www.allegrow.co/privacy-policy

“Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.

“Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws.

“Software” means any software, scripts, or other code required by Allegrow to operate the Service.

“Subscription Term” means the period during which Customer’s subscription to access and use the Service is in effect, as identified in the applicable Order.

“Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Allegrow that Customer elects to integrate or enable for use with the Service.

“Usage Data” means information generated from the use of the Service, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Service, but excluding any identifiable Customer Data.

“User” means any employee, contractor, or customer that Customer allows to use the Service on Customer’s behalf.

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