Terms and Conditions

Growsel Terms of Use Agreement

Welcome to Growsel Microfunds, a Delaware award-winning Financial Inclusion nonprofit agricultural technology corporation connecting underserved smallholder farmers in third world countries with lenders around the world (together with its affiliates, officers, directors, agents, employees, representatives, partners and their respective affiliates, collectively, "Growsel"). 

 

This Terms of Use ("Agreement") is a contract between you ("you") and Growsel and governs your access and use of the growsel.org website and all other websites owned and operated by Growsel that have this Agreement posted (collectively, the "Website"), including, but not limited to, all transactions conducted on the Website and all Growsel services provided in connection with the Website. By accessing or using the Website, you signify that you have read all of the terms and conditions in, and linked to, this Agreement (including the Privacy Policy), and you agree to be bound by this Agreement, whether or not you participate in Growsel's microlending program or related programs, services or activities (collectively, the "Program") or otherwise access or use the Website (in each such capacity, a "User"). If you do not agree with all of the terms and conditions in this Agreement, please do not participate in the Program or access or use the Website.

 

This Agreement surpasses any previous agreement to which you and Growsel may have been bound (provided that if you are a Lender, Smallholder Farmer, Trustee or Field Partner who has a separate written agreement with Growsel, the terms of that separate agreement will control with respect to any provision that conflicts with this Agreement). Growsel may modify this Agreement in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted on the Growsel.org Website (as indicated by the posted update date below). Your participation in the Program and use of the Website will be subject to any such modifications. You should review the Website and this Agreement from time to time for any modifications. If you do not agree with any such modifications, please immediately terminate your registered Growsel account, if any, as outlined in Terms of Termination below, and please immediately stop participating in the Growsel Program and accessing and using the Website.

 

Program Participation 

Growsel manages the Website, which connects you and other persons (each, a "Lender" and, collectively, "Lenders") with smallholder farmers and Smallholder Farmers in various countries in need of affordable capital (each, a "Smallholder Farmer" and, collectively, "Smallholder Farmers"). In most instances, these Smallholder Farmers are considered "high risk" by traditional lenders for a variety of factors, including, but not limited to, the Smallholder Farmers' lack of credit history, the use of the loan proceeds for agricultural endeavors including planting, cultivation and harvest in geographic location in risk of financial instability and foreign exchange rate fluctuations.

 

Lending through Growsel involves risk of principal loss. Growsel does not guarantee repayment or offer a financial return on your farm-loans. Please carefully review the Website section entitled “Due Diligence” which highlights the various risks associated with microlending online through Growsel and explains in greater detail the role-played by Growsel and its Field Partners and Trustees in carrying out due diligence. 

 

You may participate in the Program as a Lender by creating an online account on the Website registered to your email address or telephone number. All transactions between Lenders and Smallholder farmers or Field Partners must be conducted through a Growsel account, Growsel may, in certain circumstances, be considered the “lender” on your behalf when you make Loans on the Website. The amount of funds you have available in your Growsel Wallet that you have deposited – whether from your personal funds or value from a Growsel Wallet– and is freely available to be lent is referred to as your "Growsel Credit." If you make a Loan (as defined in the next sentence) through the Website, you are instructing Growsel to apply your Growsel Credit to fund the specific Farm-loan you have designated on the Website. All Credit in your Growsel Wallet must be lent and repaid to your Growsel Wallet before you can withdraw them. 

 

By participating in the Program or otherwise accessing or using the Website, you hereby acknowledge and agree that (a) Growsel makes no representation, warranty, covenant or guarantee that any funds you lend to a Smallholder Farmer via the Website will be repaid in whole or in part, (b) loans and other similar transactions made via the Website (each, a "Loan") are unsecured and bear a high risk of non-repayment and (c) given your financial situation and objectives, you will lend only those amounts on the Website that you can afford to lose. Loans made via the Website are philanthropic in nature with no offered rate of return and, as such, are not intended as, and cannot be considered as, an investment in a financial instrument or security. Loans made via the Website are not cancellable or refundable by the User.

 

Growsel will hold amounts due and payable to Lenders, Field Partners and Smallholder Farmers (including Growsel Credit) separate from Growsel’s general funds, in a deposit account established to hold funds for the benefit of Users with funds in the Growsel system (“User Funds Account”). Growsel will not use such amounts for Growsel’s general operating expenses; however, Growsel reserves the right to retain (a) interest on funds while such funds are held in a User Funds Account and (b) any foreign exchange gains collected in connection with Loan repayments, and to use such interest and gains in support of Growsel’s general operating expenses.


Types of Farm-loans 

Field Partner Farm-loans

The majority of Loans on the Website are administered by existing domestic and international organizations (each, a "Field Partner" and, collectively, "Field Partners") that work in underserved or low-income communities in developing countries and generally have a clear mission to reduce poverty by providing affordable working capital, extension services or trainings to smallholder farmers (“Field Partner Farm-loans”). When a Field Partner Loan is fully funded, Growsel sends Lender funds to the Field Partner administering the Partner Farm-loan, and receives Smallholder Farmers repayments via the Field Partner as the Farm-loan is repaid.

 

Direct Farm-loans. Certain Farm-loans on the Website are administered by transferring funds directly from a Lender’s Growsel Wallet to a Smallholder Farmer’s Growsel Wallet (“Direct Farm-loans”). Direct Farm-loans are managed by Growsel Trustees who only help with social underwriting and endorsement of smallholder farmers but typically do NOT bear a greater risk of non-repayment like most Filed Partner Farm-loans. As Direct Farm-loans are repaid, funds are then transferred directly from the Smallholder Farmer’s Growsel Wallet to Lenders’ Growsel Wallet. Some, but not all, Direct Farm-loans are normally endorsed by corporative or associations who vouch for the Smallholder Farmers character (“Trustees”). Trustees may help manage their respective Smallholder Farmers’ relationships with Growsel, but Trustees do not handle Farm-loan disbursements or repayments made through Growsel’s system, and they do not guarantee Smallholder Farmer repayments. 

 

Farm-loan Disbursement.

Field Partner Farm-loan Disbursement  

Partner Farm-loans are not made directly to Smallholder Farmers, but are instead administered by Field Partners. Farm-loan requests are posted in cooperation with such Field Partners and are, before being listed on Growsel Website, converted to U.S. dollar amounts as necessary and then rounded up to the nearest U.S. dollar increment of 20, to help streamline the Farm-loan transaction process. Funds loaned by you, the Lender, will be delivered to Field Partners for ultimate disbursement to, or backfilling of Farm-loans to, the Smallholder Farmer(s) you have selected. In most cases, Smallholder Farmers may receive improved agricultural inputs funded by Farm-loan amounts, such as fertilizers, chemicals, seedlings and other agricultural packages, from Field Partners, instead of the monetary amount of the Farm-loan. 

 

A Field Partner may voluntarily choose to pre-fund Smallholder Farmers in the short-term from its own funds in anticipation of receiving your Farm-loan amounts as backfill. This helps reduce the time the Smallholder Farmers needs to wait until the Farm-loan is funded on the Website and the funds are delivered to the Field Partner. Growsel serves as a middle-man in the process and aggregates funds from multiple Lenders via the Website and delivers 100% of these funds on a net billing basis (excluding the interest earned, if any, on such funds while they are held in a User Funds Account, which interest is contributed toward funding Growsel's operations) to the Field Partner(s) for disbursement to the Smallholder Farmers selected by Lenders for funding on the Website. Please note that many Field Partners require mandatory savings as part of their transaction process to serve as collateral, which savings may help ensure that Smallholder Farmers are able to accumulate cash and represent a good risk. In certain cases, mandatory savings (and fees) are netted by Field Partners against the farm-loans forwarded by Growsel.

 

The process of disbursement to a Smallholder Farmer in a particular country, however, may vary from the standard disbursement structure just described. Currency and other national or local regulations may require a different philanthropic funding structure in some countries. In such cases, instead of Farm-loan funds being forwarded directly to the corresponding Field Partner, Growsel may, for example, have to transact with other intermediaries (such as the Field Partner's U.S.-based affiliates or other third parties licensed in the particular country to transact in foreign currencies) to structure a different indirect funding process that enables a Smallholder Farmers to ultimately be supported by a Field Partner Farm-loan from you the lender.

 

Field Partners are solely responsible for screening and selecting every Smallholder Farmer (including, without limitation, posting requests for Partner Loans on the Website) and making all Partner Farm-loan disbursements, and Growsel expressly disclaims any responsibility to screen or select any Smallholder Farmer or any Field Partner or monitor the disbursement of Farm-loan proceeds from the Field Partner(s) to the Smallholder Farmer(s). Growsel and its Field Partners shall have no liability whatsoever with respect to such screening or selection of Smallholder Farmers or Field Partners and the disbursement of Farm-loan proceeds from the Field Partner(s) to the Smallholder Farmer(s), and you shall hold Growsel and its Field Partners harmless from any and all liabilities with respect to, or resulting from such screenings, selections and disbursements.

 

Direct Farm-loan Disbursement. 

Direct Farm-loans are made directly to Smallholder Farmers, without facilitation by Field Partners. Direct Farm-loan requests are submitted by Smallholder Farmers and approved by Growsel before they are posted to the Website. Funds loaned by you, the Lender, will be transferred directly to the account of the Smallholder Farmers you have chosen to support. Growsel serves as a middleman in the process and aggregates funds from multiple Lenders via the Website and delivers 100% of these funds (excluding the interest earned, if any, on such funds while they are held in a User Funds Account, which interest is contributed toward funding Growsel's operations) to the Smallholder Farmers. Growsel expressly disclaims any responsibility to screen Trustees or Smallholder Farmers or monitor Smallholder Farmers’ use of Growsel funds. Growsel and the Trustees shall have no liability whatsoever with respect to such screening or selection of Smallholder Farmers and you shall hold Growsel and the Trustees harmless from any and all liabilities with respect to, or resulting from such screening and selection of Smallholder Farmers.

 

Collection & Repayment

Field Partner Farm-loans are repaid by Smallholder Farmers to the Field Partners. Generally, as a Smallholder Farmer repays a Farm-loan, the respective Field Partner will post a record to the Website of such repayments actually received by the Field Partner, and it is the responsibility and obligation of the applicable Field Partner to pay over such collected Farm-loan payments to Growsel. In some communities, the records of repayments are not posted on the Website as the Smallholder Farmers repay the Farm-loans, as a result of certain system and country regulatory constraints. Direct Farm-loans are repaid directly by Smallholder Farmers to Lenders, without facilitation by a Field Partner. Repayments may be made in periodic installments, depending on the terms of the applicable Farm-loan. In some cases, repayments may only be provided at the end of a fixed term (for example, after 24 months), as a result of certain system and country regulatory constraints. Except as may be provided in ("Lenders Loss Scenarios") below. If, for any reason, a given Field Partner is unable to collect Partner Loan repayments directly from the Smallholder Farmer(s) or if Growsel, for any reason, is unable to collect Loan repayments directly from a Field Partner or a Smallholder Farmer, repayment of your Farm-loan amounts could be at risk of partial or total delay or non-repayment and a loss of some or all of your principal could occur. You hereby acknowledge and agree that neither Field Partners nor Smallholder Farmers will have direct contractual obligation or liability to pay you any principal and that Growsel is obligated to repay only such Farm-loan principal to the extent actually received by Growsel from a Field Partner or a Smallholder Farmer (subject to the conditions noted above). None of Growsel, its Field Partners or any Smallholder Farmers will have any obligation to pay interest on the Farm-loan or other fees or amounts (other than as expressly set forth above) to you or any other Lender in connection with any Farm-loan you make. At this time, Growsel does not charge interest on any Farm-loans posted on the Website. However, you should note that in the case of Partner Farm-loans, Field Partners charge interest and fees to Smallholder Farmers to, for example, cover their operational expenses and extension services. 

 

Loss Scenarios

Growsel will generally deem a Farm-loan to be in default if Growsel determines that collection of funds for such Farm-loan is doubtful or the cumulative amount repaid as of a quarterly reconciliation is less than the amount expected as of nine (9) months typical planting, cultivation, harvest and sales period, although case by case differences may exist based on pending prospects for repayment of the Farm-loan and depending on country context and related system and regulatory constraints. You understand and hereby consent (without any prior notice thereof) to any restructuring of the repayment plan for your Farm-loan(s) and/or, in Growsel's sole discretion, any extension of the length of the term of your Farm-loan(s) in order to increase the chances that your Farm-loan(s) will be repaid in whole or in part. In cases where a Farm-loan is in default, and subject to the distribution timing provisions noted in Section 1.3 (Loan Collection and Repayment) above, each applicable Lender will have the option to recover a portion of whatever principal has been repaid up to that point.

 

For Field Partner Farm-loans made in local currencies other than the U.S. dollar, Growsel gives Field Partners the option to have Lenders share the risk of principal losses resulting from currency exchange rate fluctuations. Field Partners may require Lenders to bear any losses due to the appreciation of the U.S. dollar by over 10% relative to the local currency in which the Farm-loan was made. The loan profile for each Partner Farm-loan on the Website specifies whether the applicable Field Partner will cover all losses from currency fluctuations, or whether Lenders will be required to share the risk of currency exchange rate losses.

 

If for any reason less than 100% of your Farm-loan is repaid, you agree that neither Growsel nor its Field Partners or Trustees (as well as any "related Field Partner or Trustee entity" – for example, one that as part of a restructuring or otherwise, assumes control over such a Field Partner or Trustee, its assets and/or its obligations) shall have any liability therefor, and you hereby release and forever hold harmless Growslel, its Field Partners, its Trustees and any "related Field Partner or Trustee entity" for any loss you may incur. You should consult with your accountant and/or tax advisors to determine the appropriate tax treatment of such a loss.

 

Insufficient Funds

In the event that you make a Farm-loan and your payment does not clear (a check does not validly deliver to Growsel the full amount of the intended Farm-loan, or your payment provider reverses a payment originally intended for Growsel), you agree that Growsel may, in its sole discretion, (i) offset the amount of the insufficiently funded Farm-loan against your Growsel Wallet if your account contains it, or (ii) if you do not deposit Growsel Credit sufficient to cover the shortfall, close your Growsel account.

 

Tax Deductibility

You understand that Growsel is a non-profit public benefit corporation. Growsel has received exemption with the Internal Revenue Service as an organization that qualifies as a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. Funds you donate to Growsel’s operations are eligible for tax deductibility in the United States. You acknowledge, however, that making a Farm-loan on the Website does not constitute a charitable donation, and therefore you are not eligible to receive a tax deduction for any funds lent to a Smallholder Farmer through the Website. You also understand that you are solely responsible for determining the proper tax treatment for any Farm-loan you make through the Website and the Program. Growsel has not and will not provide any tax or legal advice to you in connection with any Farm-loan you might make. This Agreement does not attempt to define the tax implications of participating in the Program. If you participate in the Program, you should consult with your own accountants, tax advisors and legal advisors.

 

Farm-loan Records

Records of each Farm-loan you make (including this Agreement and any repayment history) are kept by Growsel and, if you have a registered account with Growsel and upon your written request, will be made available to you at any time throughout the term of the Loan. Your Growsel Wallet balance can also be accessed via your Growsel account.

 

Independent Events

Growsel does not review, approve, endorse, advise, or provide organizational oversight of clubs and/or events established or held by persons who are not Growsel employees or formal volunteers. For example, associations, corporative and students might form independent Growsel Lenders Meet-ups, Growsel Farmers’ Meet-ups or hold Growsel best practices lessons in their communities. While Growsel makes resources available, such as event ideas, Growsel Meet-up, Growsel Toolkits, and trainings plans (collectively, the “Resources”), individuals and groups that use the Resources do not have any official affiliation with Growsel. 

 

Although Growsel does not provide direct oversight or guidance to Growsel-themed Meet-ups, best practice trainings, and/or events, you agree to uphold Growsel’s values at all meetings and events, and in any promotion of your club, group or event. This means that you will promote an environment where all group members and/or event attendees are treated with respect, and are not discriminated against based on factors such as race, region, ethnicity, religion, gender or gender identity, sexual orientation, age, national origin, disability, or socioeconomic status.

 

You agree and understand that all Resources are provided on an “AS IS” and “WITH ALL FAULTS” basis, without warranties or representations of any kind, either express or implied. Your use of the Resources is at your sole risk, and Growsel expressly disclaims all liability arising from or relating to the Resources. While Growsel strives to provide useful and accurate information, Growsel does not warrant that the information offered in the Resources is free of errors or opinion biases. You further understand and acknowledge that you may be exposed to content that may be deemed offensive or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Growsel with respect to the Resources.

YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR ANY AND ALL INJURIES OR DAMAGES YOU MAY SUSTAIN OR THAT MAY BE SUSTAINED BY OTHERS IN CONNECTION WITH YOUR USE OF THE RESOURCES AND/OR YOUR GROWSEL-THEMED MEET-UPS OR EVENTS. YOU HEREBY RELEASE AND FOREVER HOLD HARMLESS GROWSEL FROM AND AGAINST ANY LIABILITY ARISING FROM SUCH INJURIES AND/OR DAMAGES.

 

 

Acceptable Use

Appropriate Conduct

You may access and use the Website for your personal, non-commercial use in connection with the Growsel Program (provided that Smallholder Farmers may promote their agribusinesses on their Farm-loan profile pages). The Website may not be accessed or used by you in connection with any other endeavors – commercial or otherwise – except as previously approved in writing by an authorized representative of Growsel. Your access and use of the Website and participation in the Program shall be in strict compliance with this Agreement, including, without limitation, Growsel's Privacy Policy, all other procedures and guidelines set forth on the Website and as part of the Program, as well as applicable law. Only authorized Field Partners, Trustees and authorized Smallholder Farmers may seek farm-loans on the Website or otherwise through the Program (provided that you may apply to become an authorized Smallholder Farmers through Growsel’s formal application process). Growsel has the right to investigate and take appropriate legal action (including, without limitation, civil, criminal and injunctive redress) against any illegal and/or unauthorized uses of the Website or exploitations of the Program, including collecting or harvesting (whether or not by automated scripts) the name, email address or any other personal or confidential information of any User, Field Partner, Trustees, Smallholder Farmers or any other person by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Website.

 

You may not use the Website in any manner that could damage, disable, overburden or impair the Website or software, systems or equipment of Growsel or any User, Field Partner, Trustees or other person. You may not use the Website in any manner that, in Growsel’s sole discretion, creates a poor user experience for any other User, such as by posting content specifically designed to attract a negative reaction from an individual or group, or by “keyword stuffing” lending team pages (loading a page description with keywords in an attempt to manipulate the page’s ranking in search results). Although Growsel assumes no obligation to monitor the conduct of any User on or off the Website or through the Program, it is a violation of this Agreement to use the Website or Program, or any information obtained from the Website or Program, in order to: (i) harass, abuse, or harm another person (including, but not limited to, using profanity in lender messages or creating or joining lending teams in bad faith), (ii) prevent or exclude others, who are using the Website in compliance with this Agreement, from accessing, viewing or funding a particular Smallholder Farmers profile, (iii) promote or enable illegal activities, (iv) defraud or deceive any person, (v) promote or solicit involvement in support of any political platform, legislation or campaign activity for or against political candidates, (vi) publicly share information about a Smallholder Farmer’s delinquency or default, (vii) access and use the Website by scripts, bots or other automated technology, (viii) contact, advertise to, solicit, "spam," or sell to any User, Field Partner, Trustee, Smallholder Farmers or other person without their prior explicit consent (provided that Smallholder Farmers may promote their agribusinesses to Users in a respectful way), or (ix) post, upload, submit, transmit or otherwise share any content, including, but not limited to, written materials or images, that in Growsel's opinion is obscene, harassing, contains profanity, or may be hateful or offensive on racial, ethnic, sexual or any other grounds; is harmful, vulgar or distasteful; contains graphic or gratuitous violence; is defamatory, libelous, or invades another person's privacy or proprietary rights; or contains viruses, time bombs, trojan horses, cancel bots, worms or other harmful or disruptive codes, components or devices.

 

Growsel reserves the right at all times (but will not have an obligation) to restrict, suspend or terminate the participation of any User or any lending team from the Website and the Program at any time, with or without prior notice. In order to protect Users and other persons from advertising, solicitation or harassment, Growsel reserves the right to remove or refuse to post or distribute any content from the Website that violates acceptable use in Growsel's sole discretion and restrict the number of emails or messages that a User may send to others through the Website in any 24-hour or other period to a number that Growsel deems appropriate, in Growsel's sole and absolute discretion.

 

Safety and Security

To protect your own safety and wellbeing, you agree to take prudent safeguards and precautions in your participation in the Growsel Program, including without limitation in your interaction with other Users, whether offline or online. Growsel strongly recommends that you do not post any personal contact information (for example, personal email addresses, personal phone numbers or home addresses) and use your discretion if any person (a) requests to communicate outside of the Website (for example, by email, phone or in-person), (b) requests money, agricultural inputs or any similar type of assistance other than through an official Farm-loan request on the Website, (c) asks for assistance with personal transactions (for example, depositing funds and shipping merchandise), or (d) requests your personal contact information or financial information. You agree never to share (i) your credit card number or bank information, (ii) Social Security Number or government-issued identification numbers (for example, driver's license number) or (iii) mother's maiden name or other private information that can be used to access your financial information. As with any interaction, keep in mind that it is always possible for people to misrepresent themselves.

 

In consideration of your use of the Website or participation in the Program, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Growsel, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree not to impersonate any person or entity. You will promptly report to Growsel any violation of this Agreement by others of which you become aware.

 

Proprietary Rights

Website Content 

"Growsel," the "Growsel" logo and other Growsel graphics, logos, designs, page headers, button icons, scripts, names and branding are trademarks, service marks or trade dress of Growsel (collectively, "Growsel Marks"). Growsel Marks may not be used, including, without limitation, as part of trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Growsel. Growsel or its licensors own and retain all proprietary rights in the Program, the Website and all content, material and information posted, uploaded, transmitted or otherwise shared by Growsel thereon (collectively, "Content"). The Website and Program contain the copyrighted material, trademarks and other proprietary information of Growsel and its licensors. You may display and make limited copies of the Content (other than the Growsel Marks) for your personal, non-commercial use in connection with your participation in the Growsel Program (except as provided herein), but you may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy, transmit or use any Content or other such proprietary information without the express, prior written permission of Growsel. In addition, to the extent you receive information from Growsel, its Field Partners, Trustees, or Smallholder Farmers with respect to any Smallholder Farmer, and that information is later removed from the Website (including, without limitation, due to the Loan delinquency or default of a particular Smallholder Farmer or the sensitive nature of particular Smallholder Farmers profiles), you may not further disclose or otherwise provide such information to another party in a way that allows a personal identification of such Smallholder Farmer, if such Smallholder Farmer (either directly or through the corresponding Field Partner, Trustee, or Growsel) has opted to have his or her identity withheld on the Website.

 

 

 

If we later remove content (like Smallholder Farmers information) from the Growsel website, you shouldn’t continue to share that information with others. You also shouldn’t publicly share information about Smallholder Farmer delinquency or defaults. If you post, upload, submit, transmit or otherwise share any messages or other content, information, images, photographs, pictures or other materials on the Website or to Growsel in connection with or arising from your participation in the Program, including without limitation any feedback provided to Growsel (collectively, "User Generated Content"), you agree to grant, and hereby grant to Growsel an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute the User Generated Content; (b) modify, alter, prepare derivative works of, and/or incorporate into other works, the User Generated Content; and (c) grant and authorize sublicenses of the foregoing. You represent and warrant that you have the right, power and authority to grant the foregoing license. In addition, you agree to release, discharge and agree to hold harmless Growsel from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of the User Generated Content, including, without limitation, any claims of infringement or violation of any intellectual property, moral, publicity, privacy or proprietary rights.

 

You acknowledge, consent and agree that Growsel may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and User Generated Content in order to: (i) comply with any applicable law, regulation, legal process, or governmental request; (ii) respond to claims that any Content violates the rights of third parties, including without limitation intellectual property rights; (iii) enforce this Agreement and investigate potential violations thereof; (iv) detect, prevent, or otherwise address fraud, security, or technical issues; (v) respond to your requests for customer service; or (vi) protect the rights, property, or personal safety of Growsel, its users, or the public. Please see the Privacy Policy for more information regarding the use and disclosure of your information as part of the Program.

 

Infringement Notices

To file a notice of infringing material on the Website, please provide a notification containing the following details:

Reasonably sufficient details to enable Growsel to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);

Reasonably sufficient details to enable Growsel to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);

Your contact information so that Growsel can contact you (for example, your address, telephone number, email address);

 

A statement that you have a good faith belief that the use of the material identified by you is not authorized by the copyright owner, its agent or the law;

 

 

A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and

Your physical or electronic signature

Then send this notice to:

 

By Mail:
Growsel Microfunds Inc.Legal Department
300 Delaware Avenue, Suite 210-A Wilmington, 

New Castle. DE 19801.
By Email:

If material that you have posted to the Website has been taken down, you may file a counter-notification that contains the following details:

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;

Your name, address and telephone number;

A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which Growsel is located and that you will accept service of process from the person who submitted a notice in compliance with Section (c)(1)(C) of the DMCA, as generally described above; and

Your physical or electronic signature

Then send this notice to Growsel's DMCA Agent based on the contact information provided above in this Section.

 

Third Party Website Content 

The Website contains (or you may be sent through the Website) links to other web sites ("Third Party Sites"), as well as content, information, images, photographs, pictures and materials (including, without limitation, text, graphics, designs, music, sound, video, information and software) belonging to or originating from third parties ("Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Growsel, and Growsel is not responsible for any Third Party Sites accessed through the Website or any Third Party Content posted, uploaded, transmitted or otherwise shared on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Growsel. If you decide to leave the Website and access a Third Party Site, you do so at your own risk and you should be aware that Growsel’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website.

 

 

Disclaimers; Limitation of Liability

Growsel is not responsible, and shall have no liability, for any incorrect or inaccurate content posted on the Website or any liability, cost or expense you may incur in connection with the Website or Program, whether caused by any User, Field Partner, Trustee, Smallholder Farmers or other person or by any of the equipment or programming associated with or utilized in the Program. You also acknowledge and agree that neither the Field Partners, Trustees, nor any Smallholder Farmer are liable for content created and posted on the Website, and neither Field Partners nor Trustees guarantee repayment by any Smallholder Farmers. Growsel is not responsible for the conduct, whether online or offline, of any User of the Website or any other person. With respect to the Website and Program, Growsel assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications.

 

Growsel is not responsible for your interactions with any Field Partners, Trustees, any other User or any Smallholder Farmers (even to the extent prohibited by this Agreement) and any disputes or damages that may result from such interactions. Growsel reserves the right, but has no obligation, to monitor disputes between you and such persons.

 

Under no circumstances will Growsel be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from any use of the Website or participation in the Program, including without limitation any content posted, uploaded, submitted, transmitted or otherwise shared on the Website or any interactions between any Users of the Website or Program, whether online or offline. Growsel does not represent, warrant, covenant, guarantee or promise any specific results from use of the Website or the Program.

 

THE WEBSITE AND PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR INFORMATION CONTAINED WITHIN IT (INCLUDING THIRD PARTY DATA PROVIDED TO GROWSEL) OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE PROGRAM, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO ALL OF THE RISKS ASSOCIATED WITH ANY ONLINE AND OFFLINE INTERACTIONS WITH ANY PERSON.

 

Growsel will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Growsel or "force majeure" or any other cause beyond the control of Growsel.

 

You understand that any and all decisions made by you with respect to the Website and Program are yours alone. Growsel cannot and does not verify the accuracy of information from Field Partners, Trustees, other Users, or Smallholder Farmers. Growsel shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from participation in the Program; or (b) any damages, costs, losses or expenses a User incurs as a result (directly or indirectly) of making a Farm-loan to a Smallholder Farmers or as a result (directly or indirectly) of utilizing the Program or information received in connection with the Program. You acknowledge and agree that Growsel is not acting as your fiduciary, and Growsel assumes no advisory or fiduciary responsibility with respect to you in connection with the Website or your participation in the Program (including without limitation, regarding your funding of Farm-loans). In addition, in no event will Growsel be liable to you or any third person for any damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from your use of the Website or participation in the Program, even if Growsel has been advised of the possibility of such damages, costs, losses or expenses.

 

Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, without regard to its choice of law or conflict of law provisions. If any dispute arises between you and Growsel, including, without limitation, any dispute arising from or relating to the Website or the Program, you agree that all such disputes will be determined exclusively by final and binding arbitration, in accordance with the then existing commercial rules of the American Arbitration Association in Dewalare if the amount claimed is greater than $100 and otherwise over the telephone or in another city in which Growsel is located. The arbitration shall be heard and adjudicated by one arbitrator to be selected by you and Growsel. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by Delaware statute, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either you or Growsel may seek any injunctive relief in a state or federal court in Dover, Delaware, as may be necessary to preserve rights pending the completion of arbitration and Growsel may seek any injunctive relief in a state or federal court in Dover, Delaware, or another court of competent jurisdiction, at any time against any violations of Section 3 (Acceptable Use) or Section 4 (Proprietary Rights) of this Agreement.

 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY AGREEING TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, YOU AND GROWSEL HEREBY WAIVE YOUR RIGHT TO A JURY OR COURT TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED USE HEREIN, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS, EXCEPT AS SPECIFICALLY PROVIDED ABOVE.

 

You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover, in any legal action or proceeding, any special, exemplary, punitive or consequential damages.

 

Indemnity

You agree to indemnify and hold Growsel harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website or participation in the Program or arising from your breach of this Agreement.

 

Termination

This Agreement will remain in full force and effect while you access or use the Website or participate in the Program as a User and, notwithstanding anything herein to the contrary, this Agreement will remain in effect after your participation in the Program and registered account is terminated. From time to time, Growsel may make features available to Users as part of the Program. Growsel reserves the right, in its sole discretion, to include or cease providing these features at any time. Growsel may determine whether or not you are and remain eligible to participate in the Program, use the Website, or take advantage of any Growsel services, in its sole and absolute discretion. You may terminate your participation in the Program and registered account at any time and for any reason by sending a written notice of termination to Growsel along with instructions for the disposition of your then-available Growsel Credit and any additional credits that you may receive in the future (e.g., based on repayments of then-outstanding and active Farm-loans), such notice to be effective within three (3) days of receipt by Growsel. Growsel may also terminate your participation in the Program and registered account at any time and for any reason, effective upon transmission of notice to you at the email address you provide to Growsel. Upon such a Growsel-initiated termination, your available Growsel Credit shall be returned to you within thirty (30) days of account termination and any Growsel Credit you may receive in the future shall also be returned to you in due course. If Growsel terminates your participation in the Program and registered account, you agree not to access or use the Website or participate in the Program. If you violate this Agreement or if your participation in the Program or registered account is terminated, Growsel has the right to delete your profile and remove your User Generated Content.


Severability; Assignment

This Agreement, accepted upon your access and use of the Website or participation in the Program and further affirmed by becoming a User, contains the entire agreement between you and Growsel regarding the use of the Website or the Program. Notwithstanding the foregoing, the following applies to Smallholder Farmers, Trustees, and Field Partners: in the event of any irreconcilable conflict between your separate written Smallholder Farmer, Trustee, or Field Partner agreement with Growsel (as applicable) and this Terms of Use Agreement, the provisions of your Smallholder Farmer, Trustee, or Field Partner agreement (as applicable) shall govern with respect to such conflict. 

 

This Agreement may not be orally amended. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

 

This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns. Growsel has the right to delegate, assign and otherwise transfer any or all of its rights and duties under this Agreement. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 

 

Please contact us at legal@growsel.org with any questions regarding this Agreement, or to request a written copy of this Agreement.