Terms of Use Patients - GrinGrin

Terms of Use for Patients

Last Updated: April 27, 2022

 

These terms and conditions of use for patients constitute a binding agreement between you and Grin and contains three parts, (i) Part One: Terms Governing Use of the App, and Services (“Terms of Service”); (ii) Part Two: Terms and Conditions for Device Sales and Treatment Program Payments (“Program Terms”); and (iii) Part Three: Supplemental Legal Terms (“Supplemental Terms,” and collectively with Program Terms, Terms of Service, as modified, the “Terms”). In addition to reading these Terms, you should also read our Privacy Policy (as defined herein). Our Privacy Policy explains how we may collect and use your personal information. If you use our App, you agree to the terms of our Privacy Policy. In addition, if you make any purchases through the App or otherwise through Grin, you agree to our Shipping Policy (as defined herein) and Returns Policy (as defined herein).

 

PART ONE: TERMS GOVERNING THE USE OF THE APP, AND SERVICES.

These Terms of Service govern (a) the use by you (“Patient” or “you”) of the Grin scope product (the “Device”) and (b) your right to access and use the Grin services (as modified the “Grin Services”) through our mobile application (as modified, collectively, the “App”). The website at www.get-grin.com (the “Site”) and the various other related services, premium and other features, functions, software, applications and websites (together with the Device, the Grin Services, the App and the Site, collectively the “Services”) are provided and operated, and are being made available to you and the other Patients, and the other users of any of the Services (collectively, “Users”) by Get-Grin Inc. or our affiliate Grin Group, LLC (collectively, “Grin”, “we”, “our” or “us”). The name “Grin” and any logos, names, or other identifying marks are the property of Grin or, if applicable, third parties who have contracted with us and permit our use of their names, logos, or marks. All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service. These Terms are a legally binding contract between you and Grin regarding your access and use of the Device, the Grin Services, the App and the other Services.

 

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SITE, THE DEVICE, THE GRIN SERVICES, THE APP OR ANY OF THE OTHER SERVICES OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THESE TERMS OF USE, AND ARE DOING SO (FOR YOURSELF AND/OR YOUR CHILD), (B) YOU CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU (AND/OR YOUR CHILD) SHALL BE BOUND BY THESE TERMS OF USE AND GRIN’S PRIVACY POLICY (HTTPS://GET-GRIN.COM/PRIVACY/)(THE “PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU ARE NOT AUTHORIZED TO ACCESS AND USE THE DEVICE, THE  GRIN SERVICES OR THE APP.

IF YOUR ORTHODONTIST DETERMINES THAT YOU ARE NOT ELIGIBLE TO ACCESS AND USE THE DEVICE OR THE GRIN SERVICES, YOUR RIGHT TO ACCESS AND USE THE GRIN SERVICES WILL BE DEACTIVATED AND YOU SHOULD STOP USING THE DEVICE, THE GRIN SERVICES AND THE APP IMMEDIATELY AND TALK TO YOUR ORTHODONTIST.

IF YOU ARE IN NEED OF IMMEDIATE MEDICAL ATTENTION OR IF YOU HAVE A MEDICAL EMERGENCY, YOU SHOULD CALL 911 OR CONSULT WITH A MEDICAL PROFESSIONAL IMMEDIATELY.

 

ARBITRATION NOTICE. Except for certain kinds of disputes as described in Section 25, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND GRIN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

 

1. Use of the Grin Services.

1.1 You agree that your use of the Grin Services, as well as any results and/or reports obtained in connection therewith, are at your own risk and that you will not use the Grin Services in violation of any applicable law, regulation, policies, or instructions as outlined in these Terms and you will not encourage or enable any other individual to do so.

1.2 In any event, if Grin becomes aware of any unlawful or prohibited use of the Grin Services, Grin reserves the right (a) to terminate your access and use of the Grin Services in conjunction with the Device, and (b) to report it to the relevant authorities.

 

2. Eligibility.

THE DEVICE AND THE GRIN SERVICES MAY BE USED BY MINORS UNDER 18. IF YOU ARE UNDER 13, YOUR PARENTS OR GUARDIAN MUST AGREE TO THESE TERMS. IF YOU ARE 13 OR OVER OR UNDER 18, HOWEVER, YOU MUST HAVE YOUR PARENTS’ OR GUARDIAN’S PERMISSION TO AGREE TO THESE TERMS AND OBTAIN THE RIGHT TO ACCESS AND USE THE DEVICE, THE GRIN SERVICES, AND THE APP. BY CLICKING “I AGREE”, ACKNOWLEDGING YOUR AGREEMENT, AGREEING VERBALLY OR OTHERWISE ACCESSING OR USING THE DEVICE, THE GRIN SERVICES, THE APP OR ANY OF THE SERVICES, YOU REPRESENT THAT:

(a) YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GRIN OR IF YOU ARE 13 OR OVER OR UNDER 18, YOU HAVE HAD YOUR PARENTS OR GUARDIAN REVIEW THESE TERMS AND YOU HAVE YOUR PARENTS’ OR GUARDIAN’S PERMISSION TO AGREE TO THESE TERMS;

(b) IF YOU ARE SEEKING TO OBTAIN THE RIGHT TO ACCESS AND USE THE DEVICE, THE GRIN SERVICES, AND/OR THE APP FOR A MINOR UNDER 18, THEN YOU REPRESENT THAT (A) YOU ARE THE PARENT OR GUARDIAN OF THAT MINOR AND HAVE THE RIGHT TO AGREE TO THESE TERMS ON BEHALF OF SUCH MINOR AND (B) BY ALLOWING YOUR CHILD TO ACCESS AND USE THE DEVICE, THE GRIN SERVICES, AND/OR THE APP, YOU ARE SUBJECT TO THESE TERMS AND RESPONSIBLE FOR YOUR CHILD’S ACCESS AND USE THE DEVICE, THE GRIN SERVICES, AND/OR THE APP;

(c) HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM ANY OF THE SERVICES;

(d) YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS, RULES, AND REGULATIONS; AND

(e) YOU ARE NOT A COMPETITOR OF GRIN AND DO NOT INTEND TO USE THE DEVICE, THE GRIN SERVICES, OR THE APP FOR REASONS THAT ARE IN COMPETITION WITH GRIN OR OTHERWISE TO REPLICATE THE DEVICE OR SOME OR ALL OF THE GRIN SERVICES FOR ANY REASON.

 

3. General.

3.1 Introduction. The Device, the Grin Services and the App are part of Grin’s communication platform to assist eligible Patients’ communicate with their orthodontists and orthodontists’ remote monitoring and telecommunication provided to eligible Patients. Grin provides Services (i) to orthodontists who have identified eligible Patients for remote monitoring and communication through the Services, and  (ii) also allows prospective Patients to buy the Device, select an orthodontist through the app, transmit their scan data to their orthodontist via the Services to get a telehealth consultation, and receive remote monitoring and telecommunications from their orthodontist. Grin also helps facilitate payment between the Patient and orthodontist for any orthodontic treatment package agreed upon between the Patient and the orthodontist.  

3.2 Your Orthodontist. It is your responsibility to choose and work with your orthodontist. IF YOUR ORTHODONTIST PROVIDED YOU THE DEVICE, ACCESS AND USE OF THE DEVICE AND THE GRIN SERVICES REQUIRES YOUR ORTHODONTIST’S AUTHORIZATION. IF YOU HAVE SELECTED AN ORTHODONTIST VIA THE APP OR OTHERWISE THROUGH THE SERVICES, CONTINUED USE OF THE DEVICE AND THE GRIN SERVICES IN CONJUNCTION WITH ANY TREATMENT PLAN FROM YOUR ORTHODONTIST IS SUBJECT TO YOUR ORTHODONTIST’S APPROVAL AND AUTHORIZATION. THIS AUTHORIZATION ONLY ALLOWS YOU TO ACCESS AND USE THE DEVICE AND THE GRIN SERVICES UNDER THE CARE AND OVERSIGHT OF YOUR AUTHORIZING ORTHODONTIST (OR HIS OR HER DESIGNEE). YOUR ORTHODONTIST IS FULLY RESPONSIBLE FOR ALL ORTHODONTIC OR OTHER ADVICE PROVIDED IN CONNECTION WITH THE DEVICE AND THE GRIN SERVICES OR OTHERWISE. THE PROVISION OF THE SERVICES AND ANY DATA, INFORMATION, TEXT, GRAPHICS, LINKS, AND OTHER MATERIAL  THEREON DOES NOT CONSTITUTE THE PROVISION OR PRACTICE OF DENTISTRY, ORTHODONTIC, OR PROFESSIONAL HEALTH CARE ADVICE OR SERVICE; USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP WITH GRIN.

3.3 YOU SHOULD CONSULT DOCTORS, DENTISTS, ORTHODONTISTS, AND/OR OTHER QUALIFIED HEALTH CARE PROVIDERS REGARDING ANY SPECIFIC QUESTIONS YOU MAY HAVE. THE SERVICES PROVIDED BY GRIN ARE NOT EXHAUSTIVE AND DOES NOT COVER ALL ORTHODONTIC OR DENTAL TREATMENTS AND CONDITIONS, NOR IS IT INTENDED TO REPLACE THE ADVICE OF AN ORTHODONTIST, DENTIST, OR ANOTHER MEDICAL PROFESSIONAL. YOU ARE SOLELY RESPONSIBLE FOR CHOOSING YOUR OWN ORTHODONTIST THROUGH GRIN’S APP. ANY AND ALL ORTHODONTIC OR OTHER SERVICES OR ADVICE YOU RECEIVE IN CONNECTION WITH ANY MEDICAL, DENTAL, AND/OR ORTHODONTIC TREATMENT ARE SOLELY BETWEEN YOU AND YOUR ORTHODONTIST. HOW YOU AND YOUR ORTHODONTIST CHOOSE TO COMMUNICATE WITH EACH OTHER IS STRICTLY BETWEEN YOU AND YOUR ORTHODONTIST. THE GRIN SERVICES ARE JUST ONE WAY OF COMMUNICATING WITH YOUR ORTHODONTIST AND YOU ARE FREE TO USE ANY OTHER MEANS TO CONTACT OR INTERACT WITH YOUR ORTHODONTIST.

3.4 Not Medical, Dental or Orthodontic Services. GRIN DOES NOT PROVIDE MEDICAL, DENTAL OR ORTHODONTIC SERVICES. GRIN PROVIDES THE DEVICE AND THE SERVICES TO FACILITATE AN ORTHODONTIST’S PROVISION OF ORTHODONTIC SERVICES TO HIS OR HER PATIENTS. GRIN MAY PROVIDE AN OVERVIEW OF CERTAIN ORTHODONTIC TREATMENT PACKAGES OFFERED BY YOUR ORTHODONTIST. ANY SUCH TREATMENT PLAN WILL BE CONFIRMED OR ADJUSTED BY YOUR ORTHODONTIST. NOTHING IN THESE TERMS, THE GRIN SERVICES, AND/OR THE APP SHOULD BE INTERPRETED AS MEDICAL, DENTAL, OR ORTHODONTIC ADVICE, DIAGNOSIS, OR TREATMENT. NOTHING IN THESE TERMS, THE GRIN SERVICES OR APP IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL, DENTAL, OR ORTHODONTIC ADVICE, DIAGNOSIS, OR TREATMENT.

 

4. Account; Access; Prevention of Unauthorized Use.

4.1 Account. In order to make use of the Device, the Grin Services, and/or the App, you will have to create an account (“Account”).  You agree not to create an Account for anyone else or use the account of another without their permission (other than your minor child).  When creating your Account, you will be required to provide us with some information about yourself (and/or your minor child) such as your name, email address, or other contact information.  You shall not share your Account or access to the Grin Services, or the App with any other person except as authorized under these Terms. You agree that the information you provide is accurate and complete information and that you will keep it accurate and up-to-date at all times. You are solely responsible for the activity that occurs in, and maintaining the confidentiality of, your Account and password.  You must notify us immediately of any breach of security or unauthorized use of your Account. As between you and us, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account, you may send an email request to us at support@get-grin.com.

4.2 Access. Subject to your complete and ongoing compliance with these Terms, Grin grants you, solely for your (and/or your minor child’s) personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable: (a) license to install and use one object code copy of the App obtained from a legitimate app store on a mobile device that you own or control solely to access and use the Device and the Grin Services; and (b) the right to and access and use the Device, the Grin Services, and/or the App.

4.3 Prevention of Unauthorized Use. Grin reserves the right to exercise whatever lawful means it deems necessary to prevent the unauthorized access or use of the Grin Services, or the App or the circumvention of the other Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

4.4 Push Notifications. When you install our App on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.

4.5 Usage Rules.  If you are downloading the App from an app store (an “App Store”), please be aware that the App Store may have established usage rules, which also govern your use of the App (“Usage Rules”). We specifically refer to the Usage Rules of certain App Stores below in Section 35 but other Usage Rules may be applicable depending on where the App has been downloaded from. You acknowledge that, prior to downloading the App from an App Store, you have had the opportunity to review and understand, and will comply with, its Usage Rules.  The Usage Rules that are applicable to your use of the App are incorporated into these Terms by this reference.  You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App. If you are unable to make such a representation, you are prohibited from installing and/or using the App.

 

5. Reviews. Orthodontists, Patients and other Users may submit opinions, assessments, and reviews about the Device, the Grin Services, and/or the App (“User Review”). We do not check, verify the correctness and reliability, censor or supervise User Reviews, and therefore we do not assert any liability for any and all losses or damages that may be caused as a result from a User Review. You shall be solely responsible for your User Review and the consequences of posting, publishing, or uploading them. We have complete discretion whether to publish your User Review and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any User Review. By submitting a User Review, you hereby grant Grin a worldwide, irrevocable, non-exclusive, fully paid, royalty-free, perpetual, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of and display the User Review for any purpose, including without limitation for publishing and redistributing part or all of your User Reviews (and derivative works thereof) in any media formats and through any media channels and to improve the Device, the Grin Services, the App and the other Services without restriction and create other products and services, and you hereby waive any moral rights in your User Reviews or rights to compensation, to the extent permitted by law.

 

6. Prohibited Conduct. BY ACCESSING OR USING THE DEVICE, THE GRIN SERVICES, THE APP AND/OR ANY OF THE OTHER SERVICES, YOU AGREE NOT TO:

    1. Decipher, decompile, disassemble, reverse engineer, modify, translate, or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Device, the Grin Services, the App, or any of the other Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
    2. Access or use the Device, the Grin Services or the App for the benefit of anyone other than yourself (and/or your minor child) except in accordance with these Terms, including selling, renting, reselling, or distributing, in whole or in part, the Device, the Grin Services or the App;
    3. Copy, disclose, or distribute any data or other information available through the Device, the Grin Services, the App or any of the other Services and/or information, in any medium, including without limitation on the Site, by any automated or non-automated “scraping;
    4. Interfere with, circumvent or disable any security or other technological features or measures of any of the Grin Services or the App or attempt to gain unauthorized access to the Grin Services, or the App or its related systems or networks;
    5. Use bots or other automated methods to access the Grin Services, the App, and/or  any of the other Services download any information, send or redirect messages or perform any other activities through the Grin Services, the App or any of the other Services;
    6. Take any action that Grin determines, in its sole discretion, imposes or may impose, an unreasonable or disproportionately large load on its infrastructure;
    7. Upload invalid data, viruses, worms or other software agents through the Grin Services, the App or any of the other Services;
    8. Collect, or derive any personally identifiable information, including names, email addresses from the Grin Services, the App and/or any of the other Services except as may be expressly contemplated by these Terms and the Privacy Policy;
    9. Impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
    10. Use the Device, the Grin Services, the App or any of the other Services for any unlawful or inappropriate activities; or
    11. Use any of the Services for any commercial solicitation purposes.

 

7. Device Use and Restrictions. (a) You may only use the Device for use in connection with the Grin Services in accordance with instructions provided by your orthodontist and/or Grin. (b) You will have no rights with respect to the Device except as expressly set forth herein. All rights relating to the Device that are not expressly granted hereunder to you are reserved and retained by Grin.

 

8. Grin Services Intellectual Property Rights.

    1. Ownership.  You acknowledge and agree that all rights, title, and interest in (a) the underlying technology of the Device, (b) the Grin Services, (c) the App, (d) the Site, and (e) all intellectual property rights evidenced by, embodied in and/or related to the Device, the Grin Services, the App and the other Services, including any copyrights, patents and trade secrets, are and shall remain the exclusive property of Grin and/or its third-party licensors. Grin shall also own all rights, title, and interest in any anonymous performance results generated under or by the Device and the Grin Services. We reserve all rights not expressly granted hereunder, in and to the Device, the Grin Services, and the App.
    2. Content and Marks.  You acknowledge and agree that: (i) the content on the Grin Services, the App, the Site and/or any of the other Services including without limitation, the text, descriptions, software, applications, source code, object code, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”), and (ii) the trademarks, service marks and logos contained therein (“Marks,” together with the Materials, the “Content”), are the property of Grin and/or its third-party licensors and may be protected by applicable copyright or other intellectual property laws and treaties.  “Get-Grin”, “Grin”, the Grin logo, and other marks are Marks of Grin or its affiliates. All other trademarks, service marks, and logos used on the Device, the Grin Services, the App or any of the other Services are the trademarks, service marks, or logos of their respective owners.  We reserve all rights not expressly granted in and to the Content.
    3. Use of Content.  The Content is provided to you for your information and personal use only, and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent.  If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
    4. Feedback.  If you choose to provide input, suggestions, comments, feedback, improvement requests, or other recommendations regarding the Device, the Grin Services, the App or any of the other Services (collectively, “Feedback”), then you hereby grant Grin a worldwide, irrevocable, non-exclusive, fully paid, royalty-free, perpetual, sublicensable and transferable license to use or otherwise exploit the Feedback in any manner and for any purpose without restriction. You should not submit any Feedback to us that you do not wish to license to us as stated above. We have no obligation (a) to maintain any Feedback in confidence; (b) to pay any compensation for any Feedback, or (c) to respond to any Feedback. You grant us the right to use the name that you submit in connection with any Feedback.

 

9. Termination

    1. By Grin. If you violate any of these Terms, Grin may, upon prior written notice to you, suspend your ability to access and use the Services, and/or the App. You agree that Grin in its sole discretion, for any or no reason, and without penalty, may terminate your access and use of the Device, the Services, and/or the App or any account (or any part thereof) that you may have with Grin and remove and discard all or any part of your account, user profile, at any time. Grin may also in its sole discretion and at any time prohibit you from accessing and using the Services, and/or the App or discontinue providing access to the Services, and/or the App, or any part thereof, with or without notice. You agree that any termination of your ability to access or use the Services, and/or the App or any account you may have, or portion thereof may be effected without prior notice, and you agree that Grin will not be liable to you or any third party for any such termination or suspension. These remedies are in addition to any other remedies that Grin may have at law or in equity. As provided herein, Grin does not permit copyright infringing activities on and/or the App and Grin shall be permitted to terminate access to and/or the App. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD GRIN HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY GRIN DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER GRIN OR LAW ENFORCEMENT AUTHORITIES.
    2. By User. Your only remedy with respect to any dissatisfaction with (i) the Device, the Services, and/or the App, (ii) any term of these Terms of Service, or (iii) any policy or practice of Grin in operating the Services, and/ or the App, is to terminate your use of the Device, the Services, and/or the App, and your account (if any). You may terminate your use of the Services and your account (if any) at any time by sending an email request to us at support@get-grin.com with the relevant Order reference number.
    3. Upon termination of these Terms of Service by Grin for any reason, you shall cease all use of the Device, the Services, and/or the App.

 

PART TWO: TERMS AND CONDITIONS FOR DEVICE SALES AND TREATMENT PROGRAM PAYMENTS

These Program Terms constitute a binding agreement between you and Grin with respect to your order and purchase of the Device or any treatment plan (subject to your orthodontist’s confirmation) via the Site or the App (an “Order”) as further described in these Terms. In consideration of your Order, you shall pay all fees and charges (“Fees”) set forth during the online order process  (the “Order Process). Grin may at its option accept financing you have arranged with a third-party lender approved by Grin (“Financing”) as payment for all or a portion of such Fees. By accepting these Program Terms, you also accept Grin’s shipping policy available at www.get-grin.com/terms/shipping (as modified, “Shipping Policy”) and Grin’s returns and refunds policy available at http://www.get-grin.com/terms/returns (as modified, “Returns Policy”).

 

10. Purchase of Device and Treatment Plans. Grin offers the ability for you to purchase the Device directly from Grin, select an orthodontist, and perform a preliminary scan of your teeth for review by your orthodontist. Your orthodontist will create a preliminary treatment plan for your approval and send it to you for approval via the App. Upon your receipt of the preliminary treatment plan, you may accept and pay to complete the transaction, including through Financing as applicable, or you can discuss further with your orthodontist. Grin will facilitate your payment to the orthodontist so no in-office payment is required. The preliminary treatment plan recommended by your orthodontist and accepted by you is subject to change based upon further patient examinations and x-ray results. Once you have accepted the preliminary treatment plan and Grin has processed your payment, your orthodontist will schedule an in-person appointment to take x-rays and/or 3D scans, and create a final treatment plan. If the cost of the final treatment plan agreed upon between you and your orthodontist is different than the preliminary treatment plan you previously purchased, Grin will facilitate any refund or further payment needed on behalf of your orthodontist.  

 

11. Transactions. If you make a purchase via the Site or the App of a Device or to pay for your treatment plan (each, a “Transaction”), Grin or a third-party provider will request certain information from you that applies to your Transaction, including, without limitation, credit card and other payment and shipping information. Grin or such third-party provider shall treat any such information provided in the manner described in our Privacy Policy. By supplying such information, you grant Grin and the third-party provider the right to provide such information to other third parties, including your orthodontist, to facilitate the completion of the Transaction initiated by you or on your behalf. You agree to pay all Fees incurred by you by credit card, another applicable payment mechanism offered via the Services, or Financing as applicable, including, without limitation, all shipping and handling charges. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MECHANISM USED IN CONNECTION WITH ANY TRANSACTION. Verification of information applicable to an Order may be required prior to Grin’s acceptance of any Order.

 

12. Payment Processing Service. Payments not made through Financing are processed through a third-party e-commerce and payment processing service made available by Stripe.com or other service providers (“Payment Processor”) and are subject to these Terms and the applicable provisions of the Payment Processor’s terms of service. Stripe’s terms of service are available at: https://stripe.com/ssa.

 

13. Payments. The Fees are exclusive of all taxes, customs, duties, and shipping charges applicable to your Order, which you shall solely bear. The cost of shipping (if any) shall be as specified during the Order Process. Except as provided herein, all payments hereunder, including those made through Financing as applicable, shall be non-refundable except as provided under the Returns Policy or required by applicable law. All payments under these Terms shall be made via the payment method specified during the Order Process. The Fees and availability of any Device are subject to change without notice.

 

14. Delivery; Title; Use; Returns.

    1. Delivery of the Device shall be made in accordance with our Shipping Policy to the delivery address you provided during the Order Process or as separately arranged with Grin. Grin shall make commercially reasonable efforts to meet the delivery dates specified during the Order Process; however, you acknowledge that delivery may be dependent on third parties outside of Grin’s control, and in no event shall Grin be liable for any delays.
    2. Risk of loss of, and damage to, the Device, shall pass to you upon delivery.
    3. Grin shall retain title to the Device until you have paid the Fees in full.
    4. You agree not to remove, alter, or conceal, in whole or in part, any trademarks, service marks, serial numbers, logos, or other proprietary notices or indicia fixed or attached to the Device. Grin may, but is not obligated to, provide you with documentation and support services in connection with the Device. You are entitled to use the Device in accordance with any documentation as may be provided to you by Grin.
    5. Any return of Device shall be made only in accordance with the Returns Policy.

 

15. Services. If you have purchased the Device via the Site, in order to fully utilize the App and the Services, you are required to purchase a treatment plan from an orthodontist you have selected within the App, which shall be subject to, and governed by, these Terms.

 

16. Use of the Device.

    1. You agree that your use of the Device, as well as any results and/or reports obtained in connection therewith, are at your own risk and that you will not use the Device in violation of any applicable law, regulation, policies, or instructions as outlined in these Terms and you will not encourage or enable any other individual to do so.
    2. In any event, if Grin becomes aware of any unlawful or prohibited use of the Device, Grin reserves the right (a) to terminate your access and use of the Services in conjunction with the Device, and (b) to report it to the relevant authorities.

 

17. Device Offerings. Grin may have limited quantities of the Device and shall have no obligation to accept any order until the transaction is final and approved, as confirmed by Grin (“Acceptance”). Prior to Acceptance, (i) the Fees and other payments hereunder are subject to change without notice; (ii) Grin reserves the right to modify or discontinue the Device and the Services (or any part or content thereof) without notice at any time; and (iii) Grin shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services or Device. Grin reserves the right but is not obligated, to limit the sales of the Device to any person, geographic region, or jurisdiction. Grin may exercise this right on a case-by-case basis. Any offer for the Device or the Services is void where prohibited.

 

18. Errors, Inaccuracies, and Omissions. Occasionally, there may be information made available via the Services or in the Order Process that contains typographical errors, inaccuracies, or omissions, that may relate to Device or Services descriptions, pricing, promotions, offers, Device shipping charges, transit times, and availability. Grin reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel Orders if any such information is inaccurate at any time without prior notice (including after you have submitted your Order). Grin undertakes no obligation to update, amend or clarify information in the App, or the Order Process or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the App, or the Order Process, or on any related website should be taken to indicate that all information in the Services or on any related website has been modified or updated.

 

19. Accuracy of Billing and Account Information. Grin reserves the right to refuse any Order you place with Grin. In the event that Grin makes a change to, or cancels, an Order, Grin will use commercially reasonable efforts to notify you by contacting the e-mail and/or billing address and/or phone number provided at the time the Order was made. You agree to provide current, complete, and accurate purchase and account information for all Orders made from. You agree to promptly update your account and other information, including your email address and credit card numbers, and expiration dates, so that Grin can complete your transactions and contact you as needed.

 

20. Intellectual Property Rights. Although you will own the Device (subject to payment in full of the Fees), all rights, title, and interest in (a) the underlying technology of the Device and (b) all intellectual property rights evidenced by, embodied in, and/or related to the Device, are and shall remain the exclusive property of Grin and/or its licensors. Grin shall also own all rights, title, and interest in any anonymous performance results generated under or by the Device. Furthermore, except as expressly permitted herein or in the Terms, you shall not use Grin’s copyrights, trademarks, trade names, or other intellectual property in any manner. Nothing in these Terms constitutes a waiver of Grin’s intellectual property rights under any law.

 

PART THREE: SUPPLEMENTAL LEGAL TERMS.

THE FOLLOWING TERMS ARE APPLICABLE TO PART ONE AND PART TWO OF THESE TERMS.

 

21. Data and Privacy. Grin may use personal information that Grin collects or obtains in connection with the Device, the Services, and the Orders in accordance with Grin’s Privacy Policy. In addition to reviewing these Terms, you should also read our Privacy Policy which is available at get-grin.com/privacy (as modified, the “Privacy Policy”). You can find a copy of our HIPAA Notice of Privacy Practices at the end of our Privacy Policy. By accepting these Terms, you also accept our Privacy Policy. Please read the Privacy Policy to learn more about what and how we collect, access, use, process, and/or disclose your personal information.

Your privacy is important to Grin. Our goal is to make the Device, the Grin Services, and the App as good, useful, and rewarding for you as possible. In order to do that, Grin may collect and process information from you, including personally identifiable information as set forth in more detail in our Privacy Policy. By accessing or using the Device, the Services, and/or the App, you agree that Grin may collect, use and disclose, as set forth in the Privacy Policy, the information you provide when you purchase any Device or access and use the Device, the Services, and/or the App, and in some cases, information that is provided by or through any of the Services.

Notwithstanding the foregoing, Grin shall comply with all applicable state, provincial, and federal laws and regulations regarding the collection, use, and disclosure of personal information and personal health information, including the privacy and confidentiality of patient records including but not limited to (i) The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (ii) the Privacy and Security Standards (45 C.F.R. Parts 160 and 164) and the Standards for Electronic Transactions (45 C.F.R Parts 160 and 162) (collectively, the “Standards”) promulgated or as to be promulgated by the Secretary of Health and Human Services on and after the applicable effective dates specified in the Standards; (iii) The Health Information Technology Economic and Clinical Health Act of 2009 (the “HITECH Act”); and (iv) in Canada, federal and provincial privacy and health privacy legislation applicable to Grin. Grin shall not disclose to any third party, except where required or permitted by law.

You acknowledge that Grin may from time-to-time issue updated or upgraded versions of the App and may (subject to your device settings) automatically electronically update or upgrade the version of the App that you are then currently using on your mobile device. You consent to receive updates or upgrades to the App automatically without providing further consent each time. The App (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the App description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the App work if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time by uninstalling the app or by contacting us at support@get-grin.com.

 

22. Warranty Disclaimers. This Section 22 applies whether or not you have paid for the Device, the Grin Services or the App. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IN SUCH A JURISDICTION, THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT IF SUCH EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU RESIDE.

    1. Grin hereby represents and warrants to you that each Device will be free from material defects in materials and workmanship under normal use and will operate substantially in accordance with the specifications and any instructions provided by Grin (the “Limited Warranty”) for a period of ninety (90) days from the delivery date of the Device (the “Warranty Period”).
    2. The Limited Warranty will not apply if the defect(s) relate to (a) normal wear and tear, (b) defects caused by knowing or intentional misuse, (c) non-compliance with the terms of these Terms,  (d) willful or deliberate damage; or (e) any failure by you to package the Device adequately for transportation to Grin in accordance with the Returns Policy.
    3. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 22.1 AND SECTION 22.2 AND AS EXPLICITLY SET FORTH IN THESE TERMS OR OTHERWISE AGREED IN WRITING BY GRIN, THE DEVICE, THE SERVICES, THE APP AND/OR THE OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. GRIN HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING, OR USAGE OF TRADE PRACTICE. GRIN DOES NOT GUARANTEE THAT THE DEVICE, THE GRIN SERVICES, THE APP OR THE OTHER SERVICES  WILL MEET YOUR REQUIREMENTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE FREE OF BUGS, MALFUNCTIONS, SECURITY BREACHES, VIRUS ATTACKS, OR ILLEGAL PENETRATIONS.  THE GRIN SERVICES, THE APP AND THE OTHER SERVICES MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS.  GRIN DOES NOT WARRANT THAT ANY OF THE AFOREMENTIONED ISSUES WILL BE CORRECTED. YOU AGREE THAT GRIN WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY PATIENT OR OTHER THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION, OR OVERLOAD OF OUR OR OTHER SERVERS.  WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE GRIN SERVICES, THE APP OR ANY OF THE OTHER SERVICES BY A THIRD PARTY.
    4. GRIN IS NOT RESPONSIBLE FOR AND DOES NOT GUARANTEE ANY  ORTHODONTISTS’ SUITABILITY, COMPETENCY, OR COMPATIBILITY TO THE NEEDS AND OBJECTIVES OF PATIENTS AND GRIN DOES NOT WARRANT, ENDORSE OR GUARANTEE TO PATIENTS ANY SERVICE PERFORMED BY ANY ORTHODONTIST.  GRIN SHALL NOT BE LIABLE TO YOU OR TO OTHER PATIENTS OR USERS IN ANY WAY FOR THE RESULTS OR OUTCOMES OF THE DEVICES OR ANY OF THE GRIN SERVICES PROVIDED HEREUNDER OR FOR ANY ORTHODONTIC, MEDICAL OR CLINICAL ADVICE, TREATMENT OR DIAGNOSTIC PROVIDED THROUGH THE DEVICE, THE GRIN SERVICES OR THE APP, INCLUDING, WITHOUT LIMITATION, FOR THE ACTS OR OMISSIONS OF YOUR ORTHODONTISTS AND/OR ANY ACTIVITIES OCCURRING ON THE PREMISES OF YOUR ORTHODONTIST’S OFFICE. FOR CLARITY, ALL THE ABOVE ARE THE RESPONSIBILITY OF YOUR ORTHODONTIST AND NOT GRIN’S RESPONSIBILITY.
    5. YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF THE DEVICE, THE GRIN SERVICES, THE APP OR ANY OF THE OTHER SERVICES IS VOLUNTARY AND AT YOUR OWN RISK, AND YOU AGREE THAT GRIN WILL NOT BE HELD RESPONSIBLE OR LIABLE  FOR ANY CONSEQUENCES (SUCH AS, BUT NOT LIMITED TO, HEALTH PROBLEMS, PERSONAL INJURY, OR DEATH) TO YOU OR OTHER THIRD PARTY THAT RESULT FROM (I) YOUR USE OF (OR INABILITY TO USE) THE DEVICE, THE GRIN SERVICES, THE APP OR ANY OF THE OTHER SERVICES OR (II) YOUR NEGLECT OR MISUSE OF THE DEVICE OR THE GRIN SERVICES. YOU ACKNOWLEDGE THAT GRIN IS NOT A LICENSED ORTHODONTIST OR MEDICAL CARE PROVIDER AND THAT YOUR ORTHODONTIST OR MEDICAL PROVIDER IS SOLELY RESPONSIBLE FOR THE ORTHODONTIC OR MEDICAL INFORMATION OR ADVICE PROVIDED BY YOUR ORTHODONTIST OR PROVIDER THROUGH THE DEVICE, THE GRIN SERVICES OR THE APP. YOU HEREBY ACKNOWLEDGE THAT ANY ORTHODONTIC, MEDICAL OR OTHER SIMILAR PROFESSIONAL ADVICE PROVIDED VIA THE DEVICE, THE GRIN SERVICES OR THE APP IS THE RESPONSIBILITY OF YOUR ORTHODONTIST.

 

23. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND EXCEPT FOR GRIN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER GRIN NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE OR FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REPUTATION OR ANY OTHER INTANGIBLE LOSS, ARISING FROM OR IN CONNECTION WITH THESE TERMS, YOUR ORTHODONTIST’S SERVICES OR OUT OF YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE DEVICE, THE SERVICES, AND/OR THE APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF GRIN OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GRIN OR ANY OF ITS AFFILIATES FOR ANY DAMAGES ARISING UNDER THESE TERMS, THE ORTHODONTISTS’ SERVICES, OR OUT OF YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS AND USE, THE DEVICE, THE SERVICES, AND/OR THE APP EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO GRIN UNDER OR IN CONNECTION WITH THE PURCHASE OF THE DEVICE, THE GRIN SERVICES OR THE APP IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) $500.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 23 WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

24. Indemnity.  To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Grin and its affiliates, and our respective officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from (a) the violation of these Terms by you (including other representatives), (b) the misuse of the Device, the Services, and/or the App by you (including other representatives), or (c) the violation of law by you (including any of your representatives).

 

25. Dispute Resolution and Arbitration

    1. Generally. In the interest of resolving disputes between you and Grin in the most expedient and cost-effective manner, and except as described in Section 25.2 and Section 25.3, you and Grin agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GRIN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    2. Exceptions. Despite the provisions of Section 25.1, nothing in these Terms will be deemed to restrict or otherwise limit the right of either party to (a) bring an individual action in small claims court to the extent that the applicable requirements have been met; (b) pursue an enforcement action through the applicable federal, state, provincial or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in any court of competent jurisdiction to address an intellectual property infringement claim.
    3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt-out of the provisions of this Section 25 within thirty (30) days after the date that you agree to these Terms by sending a letter to Get-Grin, Inc., Attention: Legal Department – Arbitration Opt-Out, 382A Rte 59, Airmont, NY 10952 that specifies: your full legal name, the email address associated with your account on the Services, and a statement that you wish to opt-out of arbitration (“Opt-Out Notice”). Once Grin receives your Opt-Out Notice, this Section 25 (other than Section 25.2) will be null and void, and in that case, the exclusive jurisdiction and venue described in Section 30 will govern any action arising out of or related to these Terms or any of the Services. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
    4. Arbitration. Any arbitration between you and Grin will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Grin. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in person hearing as established by the AAA Rules in the county of your billing address. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
    5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Grin’s address for Notice is Get-Grin, Inc., 382A Rte 59, Airmont, NY 10952. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, either you or Grin may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Grin must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Grin in settlement of the dispute prior to the award, then Grin will pay to you the higher of (i) the amount awarded by the arbitrator; or (ii) $10,000.00.
    6. Fees; Prevailing Party. If you commence arbitration in accordance with these Terms, Grin will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. The party prevailing in any arbitration shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
    7. No Class Actions. YOU AND GRIN AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Grin otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    8. Modifications to this Arbitration Provision. If Grin makes any future change to this arbitration provision, other than a change to Grin’s address for Notice of Arbitration, you may reject the change by sending us written notice within thirty (30) days of the change to Grin’s address for Notice of Arbitration, in which case (i) your account with Grin and your right to access and use the Device, the Services, and/or the App will be immediately terminated and (ii) this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
    9. Enforceability. If Section 25.8 or the entirety of this Section 25 is found to be unenforceable, then the entirety of this Section 25 (other than Section 25.2) will be null and void and, in that case, the exclusive jurisdiction and venue described in Part Three-Section 30 will govern any action arising out of or related to these Terms or any of the Services.

YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR USE OF THE DEVICE, THE GRIN SERVICES, THE APP  OR ANY OF THE OTHER SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES,  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

26. Modification.

    1. Grin reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended terms to the Site, the App or any of the other Services. If Grin updates these Terms, it will update the “Last Updated” date at the top of the Terms.  Please check these Terms, including the Policies (as defined herein), periodically for changes. Your continued use of the Device, the Grin Services, the App or any of the other Services after the posting of changes constitutes your binding acceptance of such changes. In the event of a change to these Terms that materially modifies your rights or obligations, Grin will use commercially reasonable efforts to notify you of such change. Grin may provide notice through a pop-up or banner within any of the Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed terms materially modify your rights or obligations, Grin may require you to provide consent by accepting the changed terms. If Grin requires your acceptance of the changed terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Grin, such amended terms will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Services.  IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF ALL SERVICES.

To the extent that any modifications to the Terms or the Policies are not allowed under applicable laws, the prior most recent version of the Terms or the Policies shall continue to apply.

  1. Grin reserves the right to modify, in its absolute discretion and without notice to you (or any other User), the Device, the Services, and/or the App and their content, including its design and the services that are provided through them.

 

27. Export Laws.  You agree to comply fully with all applicable export laws and regulations to ensure that none of the Device, the Services, and/or the App nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by such laws and regulations.

 

28. Assignment.  These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, in whole or in part, but may be assigned by Grin without restriction or notification to you. Any prohibited assignment shall be null and void.

 

29. Survival. Section 6 (Prohibited Conduct), Section 8 (Grin Services Intellectual Property Rights), Section 19 (Intellectual Property Rights), Section 21 (Data and Privacy), Section 22 (Warranty Disclaimers), Section 23 (Limitation of Liability), Section 24 (Indemnity), Section 25 (Dispute Resolution and Arbitration), Section 27 (Export Laws), Section 30 (Governing Law) and Section 36 (Miscellaneous) shall survive the termination of these Terms.

 

30. Governing Law.  These Terms and the relationship between you and Grin shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. The exclusive jurisdiction in every matter and/or issue regarding these Terms that are not subject to arbitration or any exception pursuant to Section 25 will be exclusively granted to the state and Federal courts in New York County, New York.  The party prevailing in any legal suit, action, or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.

 

31. Additional Terms. Your access and use of the Device, the Services, and/or the App are subject to all additional terms, policies, rules, or guidelines applicable to the Device, the Services, and/or the App that we may post on or link to or from the Site, the Services or including but not limited, to Privacy Policy, Shipping Policy, and the Returns Policy (collectively, the “Policies”). All Policies are incorporated by this reference into and made a part of, these Terms.

 

32. Consent to Electronic Communications. By using the Device, the Grin Services, the App or any of the other Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

 

33. Support. Support shall be provided via email at support@get-grin.com or through the “Help” link on our website between the hours of 9:00 am and 5:00 pm EST Monday to Friday, excluding all Federal, state, and other company holidays. Grin shall use commercially reasonable efforts to respond to any issues within one (1) business day.

 

34. Geographic Restrictions. Grin is based in the state of New York in the United States. The Device, the Services, and/or the App are intended solely for users located within the United States and Canada. Grin makes no claims that accessing or using or that the Device, the Services, and/or the App or any of the content is accessible or appropriate outside of the United States or Canada. Accessing or using the Device, the Services, and/or the App may not be legal by certain persons or in certain countries. If you access or use the Device, the Services, and/or the App from outside the United States or Canada, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Grin with respect thereto.

 

35. App Store Requirements and Usage Rules.

Apple.  If you download the App from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Terms:

(a) You acknowledge and agree that:

(i) This agreement is concluded between Grin and you only, and not with Apple, and Apple is not responsible for the App and the content thereof;

(ii) Your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement;

(iii) The License granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;

(iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;

(v) Apple is not responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed.  In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you.  To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App;

(vi) Apple is not responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, including in connection with the App’s use of HealthKit and HomeKit frameworks;

(vii) in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim; and

(viii) Apple, and its subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of the terms and conditions of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary thereof.

(b) You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

(c) If you have any questions, complaints, or claims regarding the App, please contact Grin at: support@get-grin.com.

By entering into this agreement, you, to the extent legally permitted, hereby waive any applicable law requiring that this agreement be localized to meet your language and other local requirements.  To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement, which is part of the Apple App Store Terms of Service, at www.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).

 

36. Miscellaneous. These Terms, the Policies, and the applicable Order constitute the entire agreement between you and Grin concerning the Device, the Grin Services, the App and the other Services, and supersede and replace any and all prior and contemporaneous oral and/or written agreements, understandings and statements between Grin and you with respect to such subject matter. You acknowledge and agree that in entering into these Terms, you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in these Terms, for example, statements and explanations in any FAQs or other marketing material on the Site are for convenience only and are not binding or a part of these Terms. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms, the use of the word “including” means “including but not limited to”.  If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.  NO WAIVER OF ANY TERM OF THESE TERMS SHALL BE DEEMED A FURTHER OR CONTINUING WAIVER OF SUCH TERM OR ANY OTHER TERM, AND A PARTY’S FAILURE TO ASSERT ANY RIGHT OR PROVISION UNDER THESE TERMS SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION.  You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

 

37. Contact Information. The Device, the Grin Services, the App and the other Services are offered by Get-Grin Inc. or Grin Group, LLC, located at 382A Rte 59, Airmont, NY 10952. If you have any questions, complaints, or claims regarding the Device, the Grin Services, the App or any of the other Services, you may contact us by sending correspondence to that address or by emailing us at support@get-grin.com.

 

38. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you 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 (800) 952-5210 in order to resolve a complaint regarding the Device, the Services, and/or the App or to receive further information regarding the use of the Device, the Services, and/or the App.

 

39. English Language. It is the express wish of the parties that these Terms and related documents be drawn up in English. Il est de la volonté expresse des parties que cette convention et tous les documents s’y rattachant soient rédigés en anglais.

 

© Get-Grin Inc. 2022