Terms of Use (Terms and Conditions)

General

Subject to the terms and conditions of this Agreement, and during the term of this Agreement, Soluzioni Tirinnanzi srl grants you a non-exclusive and non-transferable right to access and use the Service in accordance with the terms of this Agreement, and any documentation made available to you by Soluzioni Tirinnanzi srl solely for purposes of your personal use of the Services. The Service is enabled by technology, software, hardware and certain content delivered electronically. You agree that you will not reverse-engineer, decompile, disassemble, translate, or otherwise attempt to obtain access to the source code of, any aspect of the Services, including any and all technology, software, and content. You will not copy, reproduce, alter, create derivative works from, or otherwise modify the Services, including any and all technology, software, and content. You will not lease, loan, sublicense, distribute, or otherwise provide others access to or with any aspect of the Services. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved.

The Service has been designed by Soluzioni Tirinnanzi srl with the purpose to analyze each microenvironment and scientifically determine suitable plant species based on data analysis. The goal is to optimize the cultivation processes by providing recommendations for plant placement and growth. ELIoT aims to provide users with valuable insights and data-driven guidance for successful plant cultivation. The Service requires your active engagement and participation. You understand that, despite your efforts, individual users' results will vary for a variety of reasons and Soluzioni Tirinnanzi srl cannot guarantee that you will achieve your plants success integration.

By clicking the “I agree” button or using our service you agree to the following:

Waiver and Release. You agree to release and hold harmless the owners of this application, Soluzioni Tirinnanzi srl, and all its representatives, affiliates, and staff (“the organizers” from hereon) from any and all liability for any loss and/or harm that you may sustain during the activity. You agree that if you sustain any loss and/or harm during this use, the organizers are not responsible for providing you with any form of financial assistance (e.g, refund for plants died).

Indemnification: You agree to fully indemnify and hold harmless the organizers to the extent your negligent or intentional acts or omissions during the use of the service cause the organizers to incur any loss, liability, damage, or costs (including reasonable attorney’s fees). You assume all related risks, both known and unknown to you, of your usage of the app.

You hereby acknowledge that you have carefully read this “WAIVER AND RELEASE” and fully understand that it is a release of liability. You expressly agree to release and discharge the owner of this application, the developers of this application, Soluzioni Tirinnanzi srl and all of its representatives, affiliates, members, agents, attorneys, staff, volunteers, heirs, and assigns from any and all claims or causes of action and you agree to voluntarily give up or waive any right that you have to bring a legal action against the owners of this application, the developers of this application, Soluzioni Tirinnanzi srl or any of its representatives for personal injury or property damage.

These Terms of Use (the "Terms") govern your use of our website [www.gardenstuff.it] (the "Website") and the mobile application ELIoT (the "App") developed by Soluzioni Tirinnanzi Srl. By accessing or using our Website and App, you agree to be bound by these Terms.

1. Grant of License. Subject to your compliance with the terms and conditions set forth herein, Soluzioni Tirinnanzi srl hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use one copy of the Software on your mobile device for the sole purpose of accessing, opening and using the capabilities and services enabled via the Software.

2. Restrictions on Use. You may not: (i) copy, modify, translate, reverse engineer, decompile or disassemble the Software, disassemble the Firmware, disassemble the hardware of the multidevice or create derivative works based thereon; (ii) install the Software onto a server so that it is accessible via a public network; (iii) share or permit other individuals/entities to use the Software, rent, lease or transfer the Software or rights to use it; or (iv) delete or modify any attributions, legal notices or other proprietary designations in the Software or part thereof. Any such forbidden use shall immediately and automatically terminate your license to use the Software, without derogating from any other remedies available to Any.DO at law or in equity.

3. Title and Ownership. The Software and any revisions, modifications, enhancements and/or derivatives thereof are owned by Soluzioni Tirinnanzi srl and/or its licensors and are protected under copyright laws and treaties. All right, title and interest in and to the Software, including all associated intellectual property rights are and shall remain owned solely by Soluzioni Tirinnanzi srl and/or its licensors.

4. Third Party Software. Any third party software that may be provided with the Software is included for use at your option. Such third party software is provided under the terms of the license attached/linked thereto or, if no such license is attached, such third party software is provided AS IS. Soluzioni Tirinnanzi srl is not liable for any losses or damages which may occur from the use of any third party software.

5. Third-Party Content and Links. Our Website and App may contain links to third-party websites, services, or resources that are not owned or controlled by Soluzioni Tirinnanzi Srl. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. Users acknowledge and agree that Soluzioni Tirinnanzi Srl shall not be responsible or liable for any loss or damage caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

6. Updates. Soluzioni Tirinnanzi srl improves from time to time the Software and may update the Software at its sole discretion, with or without notification. At Soluzioni Tirinnanzi srl's sole discretion, Soluzioni Tirinnanzi srl may notify you through a patch process, or by email or website posting of such updates or upgrades available for download. Some updates may be optional and some may be mandatory in order to operate the Software. At its sole discretion, Soluzioni Tirinnanzi srl may, but is not obligated to, provide email and/or internet-based support with online help.

7. Indemnity. You agree to defend, indemnify, and hold the Company, its officers, directors, partners, employees, contractors, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities, and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Service.

8. DISCLAIMER: The Service is provided on an “AS IS” and “as available” basis. NEITHER The Company nor its officers, directors, managers, members, employees, agents, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, “Affiliates”) warrant that use of the Service will be uninterrupted or error-free. Neither The Company nor its Affiliates warrant the accuracy, integrity, or completeness of the content provided on the Service or the products or services offered for sale on the Service. Further, The Company makes no representation that content provided on the Service is applicable to, or appropriate for use in, locations outside of the EU. The Company and its Affiliates specifically disclaim all warranties, whether expressed or implied, including but not limited to warranties of title, merchantability, or fitness for a particular purpose. No oral advice or written information given by The Company or its Affiliates will create a warranty. Some states do not allow the exclusion or limitation of certain warranties, so the above limitation or exclusion may not apply to you.

9. Limitation of Liability. Except where prohibited by law, in no event will THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SERVICE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT, OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. If notwithstanding the other provisions of these Terms of Use, The Company is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Service, THE COMPANY’S AND ITS AFFILIATE’S liability will in no event exceed the amount of fees paid during the preceding 12 month period. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

10. Governing Law. You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of Italy without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue from the Court of Milan, Italy, and waive any objection to such jurisdiction or venue.

11. WAIVER OF TRIAL BY JURY. EXCEPT WHERE PROHIBITED BY LAW, YOU EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE SERVICE.

No Waiver:

The failure of the Company to insist on or enforce strict performance of these Terms of Use will not be construed as a waiver by The Company of any provision or any right it has to enforce these Terms of Use, nor will any course of conduct between the Company and you or any other party be deemed to modify any provision of these Terms of Use.

Severability

The provisions of these Terms of Use are severable. The invalidity, in whole or in part, of any provision of these Terms of Use, will not affect the validity or enforceability of any other of its provisions. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use will remain in full force and effect.

12. Paid accounts. You’ll be automatically billed from the date you convert to a Subscription (Paid) Account and on each renewal period until cancellation. Please note that you’ll be charged tax when we are required to do so, and you are responsible for all applicable taxes. You can cancel your recurring payment at any time. Your Subscription (Paid) Account will remain active until cancellation or termination under these Terms. Failing to pay for your Subscription (Paid) Account on time might result in loss of access to features you have paid for. We may change the fees in effect at a future date, but we will send advanced notice of any changes to the email address associated with your ELIoT Responsive Garden App account.

13. Subscription Cancellations & Refunds. Generally, all charges for purchases are nonrefundable and there are no refunds or credits for partially used periods. You can cancel your ELIoT membership at any time, and you will continue to have access to ELIoT's service through the end of your billing period. Objections to a payment already made or Cancellation requests should be directed to eliot@gardenstuff.it if you made your Subscription purchase via the Site. If you purchase your Subscription via an App Provider, you can cancel the renewal of your subscription at any time with the App Provider. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.

14. Pricing. Soluzioni Tirinnanzi srl reserves the right to change its pricing terms for Subscriptions at any time and Soluzioni Tirinnanzi srl will notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to Soluzioni Tirinnanzi srl ’s pricing terms then you may choose not to renew your Subscription in accordance with the section “Manage My Account”

15. Compliance with Law. This Software is intended for use only in compliance with applicable laws and only with properly licensed media and content. You undertake to use the Software in accordance with all applicable laws, including without limitation, all applicable export laws, restrictions and regulations and agree that you will not export, or allow the export or re-export of the Software in violation of any such laws, restrictions and/or regulations. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.

16. Changes to Software or License Agreement. Soluzioni Tirinnanzi srl may modify, suspend, or discontinue any aspect of the Software at any time. Soluzioni Tirinnanzi srl reserves the right to modify the terms of this License Agreement, whereby material changes will be disclosed to you through a patch process or through website posting. Except for changes to this License Agreement that affect your privacy, which shall be subject to your specific acceptance, your continued use of the Software, following any revision of the Software or this License Agreement, constitutes your acceptance of any such changes.

17. Warranty Disclaimer. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Soluzioni Tirinnanzi srl DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

18. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE), SHALL Soluzioni Tirinnanzi srl OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, DEVICE FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF DATA OR BUSINESS OR FINANCIAL INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL Soluzioni Tirinnanzi srl 'S CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES EXCEED THE AMOUNT PAID BY YOU TO Soluzioni Tirinnanzi srl FOR USE OF THE SOFTWARE, EVEN IF Soluzioni Tirinnanzi srl HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

19. Immediate Termination. Without prejudice to any other rights, this Agreement and your right to use this Software automatically terminates if you fail to comply with any provision of this License Agreement. Soluzioni Tirinnanzi srl may terminate this License Agreement at any time with or without prior notice. You may terminate this license at any time by stopping your use thereof and un-installing the Software.

20. User Responsibilities. Users must comply with all applicable laws and regulations when using our Website and App. Users are responsible for maintaining the confidentiality of their account credentials and are liable for all activities that occur under their account.

21. Intellectual Property.

21.1 Ownership: All intellectual property rights in our Website and App, including but not limited to copyrights, trademarks, and patents, are owned by Soluzioni Tirinnanzi Srl or our licensors. Users are granted a limited, non-exclusive, non-transferable license to access and use our Website and App for personal and non-commercial purposes.

21.2 Content Restrictions: Users may not modify, distribute, reproduce, publish, license, create derivative works from, or sell any content or materials obtained from our Website and App without prior written consent.

For users of ELIoT Responsive Garden for iOS:

1. Payment will be charged to iTunes Account at confirmation of purchase

2. Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period

3. Account will be charged for renewal within 24-hours prior to the end of the current period

4. Subscriptions may be managed by the user and auto-renewal may be turned off by going to the user’s Account Settings after purchase

For users of ELIoT Responsive Garden for Google Play:

1. Payment will be charged to Google Play Account at confirmation of purchase

2. Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period

3. Subscriptions may be managed by the user and auto-renewal may be turned off by going to the user’s Account Settings after purchase

Miscalleneous

This License Agreement shall constitute the complete and exclusive agreement between us. Soluzioni Tirinnazi srl'S ACCEPTANCE OF YOUR USE OF THE SOFTWARE, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this License Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License Agreement shall be construed and governed in accordance with the laws of Italy (regardless of its conflict of law provisions) and the court in Milan shall have exclusive jurisdiction over any dispute arising out of or related to this License Agreement. Failure of Soluzioni Tirinnanzi srl to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

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