ELDERGROW TERMS OF SERVICE

These Terms of Service are the legal license agreement (the “Agreement”) between you,

the person reading this document and clicking "I Agree" when you create an account, and us,

Flowerish & Fauna LLC, a Washington limited liability company, (“Eldergrow” “us,” and “we”)

These Terms of Service govern your use of the Eldergrow Content and Website.

You and we, Eldergrow hereby agree as follows:

1) Definitions: For purposes of this Agreement, the following terms have the following

meanings:

“Eldergrow Content” means the digital content accessible via a password protected portal

on the Website, and includes videos, lessons, activities, discussion guides, plant lists, goals,

and other materials for garden and nature-related education.

“Intellectual Property Rights” means any and all registered and unregistered rights

granted, applied for, or otherwise now or hereafter in existence under or related to any

patent, copyright, trademark, trade secret, database protection, or other intellectual property

rights laws, and all similar or equivalent rights or forms of protection, in any part of the

world.

“Supplemental Materials” means educational materials provided by Eldergrow via the

Website, or other form, that supplement and accompany the Eldergrow Content.

“Website” means Eldergrow’s internet portal for garden and nature-related classes and

therapy currently located at https://eldergrowtherapygarden.org . The Website URL may be

updated from time to time by Eldergrow.

2) License Grant and Scope. Subject to and conditioned upon your payment of the License Fees

and your strict compliance with all terms and conditions set forth in this Agreement,

Eldergrow hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited

license during the Term (as defined below) to use, solely by and through you, the Eldergrow

Content and Supplemental Materials, solely as set forth in this Section 2 and subject to all

conditions and limitations 2 set forth in Section 4 or elsewhere in this Agreement. This license

is solely for your own use. This license grants you the right, exercisable solely by and through

you to:

a) Access and use, via the Website under your account, to the Eldergrow Content and the

Supplemental Materials and any associated information provided by Eldergrow via the

Website;

b) Display the Eldergrow Content and Supplemental Materials for educational purposes; and

c) Download or otherwise make one copy of the Supplemental Materials and to download or

otherwise make one copy of the Supplemental Materials, solely in connection with your

use of the Eldergrow Content.

d) All copies of the Supplemental Materials made by you:

i) will be the exclusive property of Eldergrow;

ii) are subject to the terms and conditions of this Agreement; and

iii) must include all trademark, copyright, patent, and other Intellectual Property Rights

notices contained in the original.

3) Upgrades. Eldergrow reserves the right, but will have no obligation, in its sole discretion to

modify, update, upgrade or otherwise make changes, modifications, alterations, additions to or

deletion from the Eldergrow Content and the Supplemental Materials and to change, modify,

alter, add to, or eliminate features, functionality or components from the Eldergrow Content or

Supplemental Materials at any time without notice and without obligation or liability to you.

4) Use Restrictions.

You will not directly or indirectly:

a) use (including make any copies of) the Eldergrow Content or Supplemental Materials

beyond the scope of the license granted under Section 2;

b) provide any other person, including any subcontractor, independent contractor, affiliate, or

service provider of you, with access to the Eldergrow Content or Supplemental Materials;

c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or

not patentable, of the Eldergrow Content or Supplemental Materials or any part thereof;

d) combine the Eldergrow Content or any part thereof with, or incorporate the Eldergrow

Content or any part thereof in, any other programs;

e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain

access to the source code of the Website;

f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or

other intellectual property or proprietary rights notices provided on or with the Eldergrow

Content or Supplemental Materials;

g) except as expressly set forth in Section 2(c), copy the Eldergrow Content or Supplemental

Materials, in whole or in part;

h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make

available the Eldergrow Content and Supplemental Materials, or any features or

functionality of the Eldergrow Content, to any third party for any reason; or

i) use the Eldergrow Content or Supplemental Materials in violation of any law, regulation,

or rule.

5) Responsibility for Use of Eldergrow Content. You are responsible and liable for all uses of

the Eldergrow Content and Supplemental Materials through access thereto provided by you,

directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are

responsible and liable for all actions and failures to take required actions with respect to the

Eldergrow Content and Supplemental Materials or by any other person to whom you may

provide access to or use the Eldergrow Content and/or Supplemental Materials, whether such

access or use is permitted by or in violation of this Agreement.

6) Intellectual Property Rights. You acknowledge and agree that the Eldergrow Content and

Supplemental Materials are provided under license, and not sold, to you. You do not acquire

any ownership interest in the Eldergrow Content or Supplemental Materials under this

Agreement, or any other rights thereto, other than to use the same in accordance with the

license granted and subject to all terms, conditions, and restrictions under this Agreement.

Eldergrow reserves and will retain its entire right, title, and interest in and to the Eldergrow

Content and Supplemental Materials and all Intellectual Property Rights arising out of or

relating to the Eldergrow Content and Supplemental Materials, except as expressly granted to

the you in this Agreement. You will safeguard all Eldergrow Content and Supplemental

Materials (including all copies thereof) from infringement, misappropriation, theft, misuse, or

unauthorized access. you will promptly notify Eldergrow if you become aware of any

infringement of the Eldergrow’s Intellectual Property Rights in the Eldergrow Content and

Supplemental Materials and fully cooperate with Eldergrow in any legal action taken by

Eldergrow to enforce its Intellectual Property Rights.

7) Payment and Fee.

a) Subscription and Cancellation. We offer the license to the Eldergrow Content and

Supplemental Materials on a subscription basis (recurring charge). The subscription plan

length (“Term”) and price (“Fees”) will be shown on the Website prior to checkout. When

you purchase the subscription, You agree that at the end of your Term, the Term will

automatically renew and Eldergrow will charge the Fees plus applicable taxes associated

with your subscription to the billing method on file until you cancel. You may cancel your

subscription by emailing info@eldergrow.org .

b) Payment and Billing Information. To complete your subscription, you must enter either (1)

a Discount Code providing for full payment of your subscription, or (2) a payment method.

You represent and warrant that you are authorized to use the any payment method that you

have designated and that you permit Eldergrow to charge your payment method for the

total amount of the Fee (including any applicable taxes and other charges) less any

discounts. If the payment method cannot be verified, is invalid or is otherwise not

acceptable, your license to use the Eldergrow Content hereunder will be suspended. you

are responsible for any sales, duty or other governmental taxes or fees due with respect to

the Fee. Eldergrow will collect applicable sales tax if it determines that it has a duty to

collect sales tax. You can update your payment and billing information by logging into

your account and paying by credit card. ACH is available for quarterly or annual

subscriptions. The fee must be paid prior to the first day of the service period.

8) Termination.

a) You may terminate this Agreement by cancelling your subscription as outlined above.

b) Eldergrow may terminate this Agreement, effective upon written notice to you, if you

breach this Agreement and the breach: (i) is incapable of cure; or (ii) being capable of cure,

remains uncured seven days after we provides written notice to you.

c) Upon termination of this Agreement, the license granted hereunder will also terminate, and

you will cease using and destroy all copies of Supplemental Materials and will no longer

have access to the Eldergrow Content.

9) Consent to Communications. Eldergrow may be required by law to send communications to

you pertaining to your use and access to the Eldergrow Content and Supplemental Materials.

you consent to receipt of these communications electronically (e.g., via email, or through the

Website) in accordance with Eldergrow’s Privacy Policy.

10) Warranty.

d) Warranty. Eldergrow warrants that it has good title to the Eldergrow Content and that use

of the Eldergrow Content will not infringe the Intellectual Property Rights of a party.

a) DISCLAIMER. THE ABOVE WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER

WARRANTIES, GUARANTEES, OBLIGATIONS OR OTHER LIABILITIES

EXPRESSED OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL

WARRANTIES EXCEPT THE FOREGOING WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE. LICENSOR PROVIDES NO WARRANTY OR

REPRESENTATION OF ANY KIND THAT THE LICENSED ELDERGROW

CONTENT AND SUPPLEMENTAL MATERIALS WILL MEET THE LICENSEE’S

REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR

OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR

RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR

DEFECTS CAN OR WILL BE CORRECTED.

11) Limitation of Liability.

To the fullest extent permitted under applicable law:

a) IN NO EVENT WILL ELDERGROW, BE LIABLE TO YOU OR ANY THIRD PARTY

FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE

ELDERGROW CONTENT AND SUPPLEMENTAL MATERIALS; LOST REVENUES

OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR

GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM

SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN;

LOSS RESULTING FROM THE USE OF ANY GARDEN PREVIOUSLY PROVIDED

BY ELDERGROW, LLC, FAILURE TO ACCURATELY TRANSFER, READ, OR

TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT

INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT

COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR

FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,

OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION

WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES

WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES.

b) IN NO EVENT WILL ELDERGROW’S AGGREGATE LIABILITY UNDER OR IN

CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER

ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,

TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE,

EXCEED THE TOTAL AMOUNT PAID TO ELDERGROW PURSUANT TO THIS

AGREEMENT FOR THE ELDERGROW CONTENT THAT IS THE SUBJECT OF THE

CLAIM.

c) THE LIMITATIONS SET FORTH ABOVE SHALL APPLY EVEN IF LICENSEE’S

REMEDIES UNDER THIS AGREEMENT FAIL IN THEIR ESSENTIAL PURPOSE.

12) Indemnifications.

a) You will indemnify, defend and hold harmless Eldergrow from and against any losses,

liabilities, claims, demands, damages, expenses or costs (each, a “Claim”) arising out of or

related to (i) your access to and/or use of Eldergrow Content and Supplemental Materials;

(ii) your use of portable, mobile gardens within senior communities, including but not

limited to any garden previously provided by Eldergrow or its predecessor Eldergrow,

LLC, or (iii) your violation of this Agreement.

b) Eldergrow will indemnify you from (i) any Claim that the Eldergrow Content, or the use of

it, violates, misappropriates, or infringes the Intellectual Property Rights of another party,

or (ii) Eldergrow’s violation of this Agreement.

c) A party claiming indemnification under this Section for any third-party Claim, will

promptly notify the indemnifying party and cooperate with the indemnifying party in

defending such Claim. The indemnifying party will pay all fees, costs and expenses

associated with defending Claims (including, but not limited to, attorneys’ fees). The

indemnifying party will have control of the defense of any Claims but will not settle a

Claim without consulting with the indemnified party and receiving their consent, which

consent may not be unreasonably withheld.

13) Miscellaneous.

a) Choice of Law/Venue. All matters arising out of or relating to this Agreement will be

governed by and construed in accordance with the internal laws of the State of Washington

without giving effect to any choice or conflict of law provision or rule. Subject to the

dispute resolution clause below, any legal suit, action, or proceeding arising out of, or

related to, this Agreement will be instituted exclusively in the federal courts of the United

States or the courts of the State of Washington. Each party waives any and all objections to

the exercise of jurisdiction over you by such courts and to venue in such courts.

b) Dispute Resolution. Any dispute arising under this Agreement will be resolved through

mediation/arbitration with the Washington Arbitration & Mediation Service (“WAMS”) in

Seattle, Washington. The dispute resolution process will be initiated by providing email

notice to WAMS and the other parties, and the parties consent to this method of serving

notice. All mediation/arbitration proceedings will be conducted remotely unless the

arbitrator/mediator determines that it would not be in the interest of fairness or efficiency.

If mediation is not successful within 45 days from the date of notice, the dispute will be

submitted to binding arbitration before one arbitrator selected by WAMS. The arbitrator

will issue a reasoned, written opinion and award based on the law within 30 days of final

submission of the dispute to the arbitrator. Judgment on the arbitrator’s award may be

entered in any court of competent jurisdiction. Arbitration will be in lieu of all other

remedies and procedures, except that either party may seek preliminary injunctive relief

from a court of competent jurisdiction before the mediation or arbitration proceeding. The

prevailing party in the arbitration proceedings will be awarded reasonable attorney fees,

expert witness costs and expenses, and all other costs and expenses incurred directly or

indirectly in connection with the proceedings, unless the arbitrator will for good cause

determine otherwise.

c) Force Majeure. Eldergrow will not be responsible or liable to you, or deemed in default or

breach hereunder by reason of any failure or delay in the performance of its obligations

hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances,

riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo,

natural disaster, acts of God, flood, fire, sabotage, fluctuations or nonavailability of

electrical power, or you equipment, loss and destruction of property, or any other

circumstances or causes beyond Eldergrow’s reasonable control.

d) Notices. Notices of any kind must be in writing (electronic mail, postal mail, and courier

mail are all acceptable) and will be deemed delivered as of the email transmission date

(provided no notice of failure to deliver is received) if sent during normal business hours of

the recipient, and on the next business day if sent after normal business hours of the

recipient, the date received at the physical address (with confirmation of receipt), or the

date on the courier confirmation of delivery (receipt requested). Your contact information

is in your account, and you agree to keep it updated.

Contact Information for Eldergrow is as follows:

FLOWERISH & FAUNA LLC

6843 26th Ave NE

Seattle, WA, 98115-7136

Email: info@eldergrow.org

e) Entire Agreement. This Agreement constitutes the sole and entire agreement between you

and Eldergrow with respect to the subject matter contained herein, and supersedes all prior

and contemporaneous understandings, agreements, representations, and warranties, both

written and oral, with respect to such subject matter.

f) Assignment. You may not assign this Agreement or your license to use the Eldergrow

Content hereunder without Eldergrow’s consent. Eldergrow may assign this Agreement

without your consent. An assignment is binding upon and inures to the benefit of the

assigned party.

g) Modifications. We reserve the right to change the terms, conditions, and notices under

which the Eldergrow Content is offered. We will provide you notice of changes to the

will appear on your account the next time you log in. With two exceptions, any changes to

this Agreement will become effective no earlier than ten calendar days after they are

posted. The exceptions: (i) any changes made either for legal reasons or that concern new

functions of the services will be effective immediately; and (ii) any changes to the Dispute

Resolution section will be effective 30 calendar days after they are posted. Once you have

received notice of the modifications, you will have 10 days in which You can reject the

modifications, thereby terminating your account. You understand and agree that your use

of the Eldergrow Content after the effective date of a posted change will constitute

acceptance of this Agreement as modified.

h) Severability. If any term or provision of this Agreement is invalid, illegal, or

unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not

affect any other term or provision of this Agreement or invalidate or render unenforceable

such term or provision in any other jurisdiction.