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, Eugeria Care Inc, a Delaware corporation, (“Eugeria”, “Eugeria Care”, “Eldergrow”, “us,” and “we”).

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

You and we, Eugeria Care, hereby agree as follows:

[1] Definitions

“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 www.eldergrow.org. The Website URL may be updated from time to time by Eugeria Care.

[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, Eugeria Care hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through you, the Eldergrow Content and Supplemental Materials, solely as set forth in this Agreement.

[3] Upgrades

Eugeria Care reserves the right, but will have no obligation, to modify, update, upgrade, or otherwise make changes to the Eldergrow Content and Supplemental Materials at any time without notice and without liability.

[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 with access to the Eldergrow Content or Supplemental Materials;
(c) modify, translate, adapt, or otherwise create derivative works or improvements of the Eldergrow Content or Supplemental Materials;
(d) combine the Eldergrow Content or any part thereof with 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 trademark, copyright, patent, or other intellectual property or proprietary rights notices provided 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 or Supplemental Materials to any third party; 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 provided by you, directly or indirectly. 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 of 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.

[7] Payment and Fee:

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 Eugeria Care will charge the Fees plus applicable taxes to your billing method until you cancel. You may cancel by emailing info@eldergrow.org.

To complete your subscription, you must enter either (1) a Discount Code providing for full payment or (2) a payment method. You represent and warrant that you are authorized to use the payment method you designate and permit Eugeria Care to charge your payment method for the Fee (including taxes and other charges) less any discounts. If the payment method cannot be verified, is invalid or otherwise not acceptable, your license will be suspended. You are responsible for any sales, duty, or other taxes. Eugeria Care will collect applicable sales tax if required.

[8] Termination:

You may terminate this Agreement by cancelling your subscription. Eugeria Care may terminate this Agreement if you breach it and the breach: (i) is incapable of cure, or (ii) remains uncured seven days after written notice. Upon termination, the license ends, and you must cease using and destroy all copies of Supplemental Materials. No refunds or partial refunds will be issued for subscriptions cancelled before the end of the term.

[9] Consent to Communications:

You consent to receive communications electronically (e.g., via email or through the Website) in accordance with Eldergrow’s Privacy Policy.

[10] Warranty:

Eugeria Care warrants that it has good title to the Eldergrow Content and that use of it will not infringe the Intellectual Property Rights of a third party.

THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS MADE THAT THE ELDERGROW CONTENT OR SUPPLEMENTAL MATERIALS WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE.

[11] Limitation of Liability:

To the fullest extent permitted by law:
(a) Eugeria Care will not be liable for any use, interruption, delay, lost revenues or profits, business loss, goodwill, data loss, system failure, breaches in security, or consequential, incidental, indirect, special, or punitive damages;
(b) Eugeria Care’s total liability will not exceed the amount paid by you for the Eldergrow Content;
(c) Limitations apply even if your remedies fail in their essential purpose.

[12] Indemnifications:

(a) You will indemnify, defend, and hold harmless Eugeria Care from any claims arising out of your access to/use of the Eldergrow Content and Supplemental Materials or your violation of this Agreement. Eugeria Care is not responsible for legacy products or services from prior owners or entities.
(b) Eugeria Care will indemnify you against any third-party claim that the authorized use of the Eldergrow Content, as permitted under this Agreement, infringes a valid Intellectual Property Right. This indemnity does not apply to claims arising from: (i) any modification of the Eldergrow Content by you or on your behalf; (ii) combination of the Eldergrow Content with any materials not provided by Eugeria Care; (iii) your unauthorized or improper use of the Eldergrow Content; or (iv) your continued use of the Eldergrow Content after Eugeria Care has notified you of modifications that would have avoided the infringement.
(c) Indemnified parties must promptly notify the indemnifying party and cooperate in defending claims.

[13] Miscellaneous:

(a) Delaware law governs. Legal actions must be brought in Delaware.
(b) Disputes will be resolved through arbitration if not resolved informally.
(c) Force majeure events release Eugeria Care from liability.
(d) Notices will be deemed delivered if emailed successfully or physically received.
(e) This Agreement is the entire agreement between you and Eugeria Care.
(f) You may not assign this Agreement without consent. Eugeria Care may assign it.
(g) We may modify the Agreement with notice.
(h) If any provision is invalid, others remain effective.

Contact Information:

EUGERIA CARE INC
1300 Hampton, Suite 107
St. Louis, Missouri 63139

Email: info@eldergrow.org