Terms and Conditions

Last updated: April 12, 2024

If you are based in the United States, you acknowledge and agree to the US Terms & Conditions at https://www.allegrow.co/usa-terms-of-service with Allegrow Inc. Please review those terms if you are based in the US.

If you are based in the United Kingdom, the EU, or anywhere else in the world, you and acknowledge and agree to the UK Terms & Conditions at https://www.allegrow.co/terms-and-conditions with Direct Software Limited, copied below for ease of reference. The below terms do not apply to Customer based in the US (see above).

Direct Software Limited is the legally registered name of “Allegrow” (which is a trading name). Other trading names of Direct Software Limited are “Direct Software” “NeverSpam by Allegrow” and “NeverSpam”. Allegrow Inc, is a wholly owned subsidiary of Direct Software Limited.

Direct Software Limited has the registered company address: 53 Bothwell Street, Glasgow, Scotland, G2 6TS - in the United Kingdom.

This Software Services Agreement (the “Agreement”) is entered into as of the date you accept it (the “Effective Date”), by and between Direct Software Limited, trading as Allegrow (“Direct Software”, “Allegrow,” “us,” “we,” or “our”), and you, either as an individual or a legal entity (including any managed service provider or “MSP”), referred to as the “Customer,” “Company,” “you,” or “your.” BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY UTILISING THE SERVICES (DEFINED BELOW), YOU AGREE TO THIS AGREEMENT. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND DIRECT SOFTWARE AND SETS FORTH THE TERMS THAT GOVERN THE LICENSE PROVIDED TO YOU HEREUNDER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THIS AGREEMENT WILL NOT BE ACCEPTED AND WILL NOT BE A PART OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SOFTWARE OR SERVICES. Direct Software may modify this Agreement from time to time and will post the most up-to-date version on its website or send the agreement directly to you via Email. Your continued use of the Services and Software following modification to the updated Agreement constitutes your consent to be bound by the same.

1. DEFINITIONS

1.1 Affiliates means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, Your Affiliates may use the license granted hereunder.

1.2 Agreement means the Software Services Agreement, any applicable Product Addendum, the Data Processing Addendum, and the Order Form.

1.3 Client(s) means, if You are an MSP, Your customer(s).

1.4 Data Processing Addendum (DPA) means the terms of the attached data processing addendum, which is incorporated herein by reference, and can be accessed at https://www.allegrow.co/dpa. The DPA outlines the terms and conditions related to the processing of Personal Data in connection with this Agreement.

1.5 Devices means (whether physical or virtual) a server, system, workstation, computer, mobile device, or end point upon which or through which the Services are used and/or on which the Software is installed.

1.6 Documentation means the official user documentation prepared and provided by Direct Software to You on the use of the Services or Software (as updated from time to time). For the avoidance of doubt, any online community site, unofficial documentation, videos, white papers, or related media, or feedback do not constitute Documentation.

1.7 MSP means a managed service provider.

1.8 Order Form means the Direct Software order page, product/service quotation, or other Direct Software ordering document that specifies Your purchase of the Services, pricing, and other related information.

1.9 Personal Data has the meaning given to that term in the Data Processing Addendum.

1.10 Services means the products and software services, including any application programming interface that accesses functionality, that are provided to You by Direct Software.

1.11 Software means the object code versions of any downloadable software provided by Direct Software solely for the purpose of accessing the Services, including but not limited to an agent, together with the up- dates, new releases or versions, modifications or enhancements, owned and provided by Direct Software to You pursuant to this Agreement.

1.12 User means an individual authorized by You to use the Services, Software, and Documentation, for whom You have purchased a subscription or to whom You have supplied a user identification and password. User(s) may only include Your employees, consultants, and contractors. You may not include your customers as resale of our product is prohibited by this agreement.

1.13 Your Data or Data means data, files, or information, including data, files, or information (including without limitation any Personal Data), accessed, used, communicated, stored, or submitted by You or Your Users related to Your or Your User’s use of the Services or Software.

1.14 Start-date means the listed date on a signed order form where payments become due under the heading ‘Start-date’. The structure used to define dates is day/month/year.

1.15 Safety Net means Allegrow’s functionality to conduct risk analysis on emails you schedule or upload to our Services with a compatible integration.

1.16 Safety Net Credits means the quantity of risk analysis that can be conducted through the Safety Net based on the units of usage you conduct.

2. PROVISIONS OF SERVICE

2.1 Services License. Upon payment of fees and subject to continuous compliance with this Agreement, Direct Software hereby grants You a limited, non exclusive, non-transferable license to access, use, and in- stall (if applicable) the Services, Software, and Documentation during the Term (defined below). You may provide, make available to, or permit Your Users to use or access the Services, the Software, or Documentation, in whole or in part. You agree that Direct Software may deliver the Services or Software to You with the assistance of its Affiliates, licensors, and service providers. During the Term (as defined herein), Direct Software may update or modify the Services or Software or provide alternative Services or Software to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of a third party program. Direct Software’s updates or modifications to the Services or Software or provisions of alternative Services or Software will not materially reduce the level of performance, functionality, security, or availability of the Services or Software during the Term. If Direct Software decides to end of life the Services or Software, then it shall be in accordance with its established End of Life Policy.

2.2 Upgrades/Downgrades. You are permitted to modify your Direct Software account type, specifically to upgrade or downgrade, subject to the terms of your license. To initiate an upgrade or downgrade, you must notify Direct Software at info@allegrow.co. For upgrades, mutual agreement with Direct Software is required during your current Subscription Term, or, where allowed, your admin user may implement the upgrade directly via your account dashboard. Any upgrade will become effective immediately upon agreement. The additional fees for the upgraded account will be billed immediately and will cover the remainder of your existing Subscription Term. The total fees for the upgraded account will be adjusted to account for any payments already made for the current Subscription Term. Downgrades are only executable at the conclusion of your existing Subscription Term. Please be aware that downgrading may result in a loss of content, features, or capacity that were available under your previous license. Direct Software bears no responsibility for any such losses incurred as a result of downgrading your account.

3. LICENCE RESTRICTIONS

3.1 License Restrictions. You may not (i) provide, make available to, or permit individuals other than Your Users for which you have purchased the relevant package to use or access the Services, the Software, or Documentation, in whole or in part; (ii) copy, reproduce, publish, upload, post, or transmit the Services, Software, or Documentation (except for backup or archival purposes, which will not be used for transfer, distribution, sale, or installation on Your Devices); (iii) license, sell, resell, rent, lease, transfer, distribute, or otherwise transfer rights to the Services, Software, or Documentation unless as authorized in this Agreement; (iv) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Services, Software, or Documentation; (v) create, market, distribute add-ons or enhancements or incorporate into another product the Services or Software without prior written consent of Direct Software ; (vi) remove any proprietary notices or labels on the Services, Software, or Documentation, unless authorized by Direct Software; (vii) license the Services, Software, or Documentation (a) if You (or any of Your Users) are a direct competitor of Direct Software; (b) for the purposes of monitoring the availability, performance, or functionality of the Services or Software or (c) for any other benchmarking or competitive purposes; (viii) use the Services or Software to store or transmit infringing, libellous, unlawful, or tortious material or to store or transmit material in violation of third party rights, including privacy rights; (ix) use the Services or Software to violate any rights of others; (x) use the Services or Software to store or transmit malicious code, Trojan horses, malware, spam, viruses, or other destructive technology (“Viruses”); (xi) interfere with, impair, or disrupt the integrity or performance of the Services or any other third party’s use of the Services; (xii) use the Services in a manner that results in excessive use, bandwidth, or storage; or (xiii) alter, circumvent, or provide the means to alter or circumvent the Services or Software, including technical limitations, recurring fees, or usage limits.

3.2 Your Obligations. You acknowledge, agree, and warrant that: (i) You will be responsible for Your and Your Users’ activity and compliance with this Agreement, and if You become aware of any violation, You will immediately terminate the offending parties access to the Services, Software, and Documentation and notify Direct Software immediately; (ii) You and Your Users will comply with all applicable local, national and international laws; (iii) You will establish a constant internet connection and electrical supply for the use of the Services, ensure the Software is installed on a supported platform as set forth in the Documentation, and the Services and Software are used only with public domain or properly licensed third party materials; (iv) You will install the latest version of the Software on Devices accessing or using the Services; (v) You are legally able to process Your Data and are able to legally able to provide Your Data to Direct Software and its Affiliates, including obtaining appropriate consents or rights for such processing, as outlined further herein, and have the right to access and use Your infrastructure, including any system or network, to obtain or provide the Services and Software and will be solely responsible for the accuracy, security, quality, integrity, and legality of the same; and (vi) You will keep your registration information, billing information, passwords and technical data accurate, complete, secure and current for as long as You subscribe to the Services, Software and Documentation.

3.3 Fair Use Policy. Your use of the Services, particularly those services that include Unlimited Functionality, is subject to Direct Software’s Fair Use Policy available at https://www.allegrow.co/fair-use-policy, which is incorporated herein by reference. For purposes of clarity, the Fair Use Policy establishes usage thresholds and other limitations designed to prevent abuse, maintain service quality and ensure equitable access for all Users.

4. PROPRIETARY RIGHTS

4.1 Ownership of Direct Software Intellectual Property. The Services, Software, and Documentation are licensed, not sold. Use of “purchase” in conjunction with licenses of the Services, Software and Documentation shall not imply a transfer of ownership. Except for the limited rights expressly granted by Direct Software to You, You acknowledge and agree that all right, title and interest in and to all copyright, trademark, patent, trade secret, intellectual property (including without limitation algorithms, business processes, improvements, enhancements, modifications, derivative works, information collected and analyzed in connection with the Services) and other proprietary rights, arising out of or relating to the Services, the Software, the provision of the Services or Software, and the Documentation, belong exclusively to Direct Software. All rights, title, and interest in and to content, which may be accessed through the Services or the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives You no rights to such content, including use of the same. Direct Software is hereby granted a royalty-free, fully-paid, world- wide, exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the Services or Software. All rights not expressly granted under this Agreement are reserved by Direct Software.

4.2 Ownership of Your Data. You and Your Users retain all right, title, and interest in and to all copyright, trademark, patent, trade secret, intellectual property and other proprietary rights in and to Your Data. Direct Software’s right to access and use the same are limited to those expressly granted in this Agreement. No other rights with respect to Your Data are implied.

5. TERMINATION

5.1 You may seek termination of our services at any time by providing us 30 calendar days notice in writing via email to info@allegrow.co

We reserve the right to suspend or end the Services to you in whole or part at any time, with or without cause, and with or without notice, without incurring the liability of any kind. Without limitation, we may suspend or terminate your use if you are not complying with these Terms, or if you use the Services in any way that may cause us legal liability or disrupt others’ use of Direct Software or damage to our business or reputation, or for any other reason.

6. FEES AND PAYMENT

6.1. Subscription Term Renewal; Termination. Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term. Customer may cancel the Service by providing at least 30 calendar days’ notice to Direct Software at info@allegrow.co. YOUR CANCELLATION MUST BE RECEIVED AT LEAST THIRTY (30) DAYS BEFORE THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD.

6.2. Fees. Fees for the Service (“Fees”) and payment terms are as described in the Order. Every Direct Software package is a rolling monthly, quarterly, or annual contract agreement, which means payments are taken automatically via the payment method in your account each month or year unless you have the requisite notice to terminate your plan. Unless otherwise provided in the Order, all Fees (i) will be paid in US dollars, (ii) are charged in advance in accordance with the pricing schedule, and (iii) are non-refundable after 14 calendar days from your initial sign-up date. Payments on plans that are executed via a signed order are non-refundable after the listed ‘Start-date’.

6.3. Late Fees; Taxes. Your Account will be charged a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less, and Customer will also be responsible for fees or charges that are incidental to any chargeback or collection of the unpaid amount, including any collection Fees. Except as stated above, all Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Direct Software’s income tax (“Taxes”). Fees are exclusive of all Taxes.

6.4. Authorization. You authorize Direct Software to charge all sums for the orders that you make and any level of Service you select as described in this Agreement or published by Direct Software, including all applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a credit card, then Direct Software may seek pre-authorisation of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree that Direct Software may seek pre-authorization of the credit card account Customer provide to Direct Software for payment prior to any purchase to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If your payment method is no longer valid at the time a renewal Fee is due, then Allegrow reserves the right to delete your Account and any information or Customer Data associated with your Account without any liability to you.

6.5. Pricing. Direct Software reserves the right to determine pricing for the Service. We will use reasonable efforts to keep pricing information with respect to the Service that is published on Direct Software’s pricing page available at https://www.allegrow.co/plans up to date, and Allegrow encourages Customers to check it regularly for current pricing information. Unless Direct Software and Customer otherwise agree in an Order executed by the parties, Direct Software may change the Fees for the Service (including any feature or functionality of the Service) and Direct Software will notify Customer of any such changes before they apply. Direct Software may make promotional offers with different features and different pricing to any of Direct Software’s other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.

6.6. Renewal Fees. Fees for renewal Subscription Terms are at Direct Software’s then-current Fees at the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers previously extended to Customer.

7. DATA PROTECTION

7.1 Your Data. Direct Software may remove Your Data or any other data, information, or content of data or files used, stored, processed or otherwise by You or Your Users that Direct Software, in its sole discretion, believes to be or is: (a) a Virus; (b) illegal, libellous, abusive, threatening, harmful, vulgar, pornographic, or obscene; (c) used for the purpose of spamming, or dissemination of objectionable material; (d) used to cause offense, defame or harass; or (e) infringing the intellectual property rights or any other rights of any third party.

7.2 You agree that You and Your Users are responsible for maintaining and protecting backups of Your Data directly or indirectly processed using the Services and Software and that Direct Software is not responsible for exportation of, the failure to store, the loss, or the corruption of Your Data.

7.3 You agree that Direct Software will process configuration, performance, usage, and consumption data about You and Your Users use of the Services and Software to assist with the necessary operation and function of the Services and Software and to improve Direct Software’s products and services and Your and Your Users’ experience with Direct Software.

8. DISCLAIMER

8.1 THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER, INCLUDING THIRD PARTY HOSTED SERVICES, ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS. DIRECT SOFTWARE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, LOSS OR CORRUPTION OF YOUR DATA, CONTINUITY, OR ABSENCE OF DEFECT RELATING TO THE SERVICES, SOFTWARE, DOCUMENTATION, ANY OTHER PRODUCT OR SERVICES, OR RESULTS OF THE SAME PROVIDED TO YOU UNDER THIS AGREEMENT. DIRECT SOFTWARE DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED. EACH PARTY SPECIFICALLY DISCLAIMS RESPONSIBILITY OF THIRD PARTY PRODUCTS AND SERVICES WITH WHICH YOU MAY UTILIZE THE SERVICES AND SOFTWARE, AND EACH PARTY SPECIFICALLY DISCLAIMS AND WAIVES ANY RIGHTS AND CLAIMS AGAINST THE OTHER PARTY WITH RESPECT TO SUCH THIRD PARTY PRODUCTS AND SERVICES.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL DIRECT SOFTWARE AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PROPERTY DAMAGE OR ANY OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED; AND (II) THE AGGREGATE LIABILITY OF DIRECT SOFTWARE AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS, AND THE SOLE REMEDY AVAILABLE TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO TERMINATION OF THIS AGREEMENT AND DAMAGES NOT TO EXCEED THE TOTAL AMOUNT PAYABLE OR PAID TO DIRECT SOFTWARE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO TERMINATION.

10. INDEMNIFICATION

10.1 You shall indemnify, defend and hold harmless Direct Software from any and all third party claims and related losses, liability, damages and/or costs (including lawyer’s fees and costs) arising from (i) any Content, (ii) your use of the Services, or (iii) breach by you or your Content of any Law or this Agreement.

10.2 We shall indemnify, defend and hold you harmless from any and all third party claims and related losses, liability, damages and/or costs (including lawyer’s fees and costs) arising from an allegation that Direct Software infringes or