Terms and Conditions

These Terms and Conditions (“Terms”) govern your access to and use of (a) the Garden website (gardenintel.com and related domains) and (b) the Garden platform, software, support, implementation services, and related documentation (collectively, the “Services”) provided by Garden Retirement Company (“Garden,” “we,” or “us”). By (i) visiting or using our website, (ii) executing an Order Form that references these Terms, or (iii) accessing or using the Services, you (“Customer,” “you,” or “Visitor”) agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, “Customer” and “you” refer to that organization.

1. DEFINITIONS

1.1 “Order Form”
A document, in the form provided or approved by Garden, that (a) identifies you as the Customer, (b) specifies the Services to be provided, and (c) specifies applicable fees and term.

1.2 “Customer Data”
Any data, content, or materials submitted by Customer to the Services.

1.3 “Effective Date”
The date the first Order Form is executed.

1.4 “Term”
The period beginning on the Effective Date and continuing as set forth in the applicable Order Form, including any renewal terms.

1.5 “Website”
The Garden public website at gardenintel.com (and all related subdomains, pages, and content).

2. WEBSITE USE

2.1 Permitted Use. Visitors may browse and interact with the Website for informational and promotional purposes only.

2.2 Prohibited Conduct. You shall not, and shall not permit any third party to: (i) use any robot, spider, scraper, or automated means to access, monitor, or copy Website content; (ii) frame or mirror any portion of the Website without our prior written authorization; (iii) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; (iv) access or use the Website in a way that violates any applicable law, regulation, or right of a third party; (v) bypass any measures Garden may use to prevent or restrict access to the Website; or (vi) use the Website to send unsolicited communications (spam).

2.3 User-Generated Content. Any comments, feedback, or other materials you submit to the Website become Garden’s property, and we may use them for any purpose without compensation to you, provided we comply with applicable privacy laws.

2.4 Links. The Website may contain links to third-party sites. We do not endorse or assume liability for those sites’ content or practices.

2.5 Termination of Access. Garden reserves the right to suspend or terminate any Visitor’s access to the Website for breach of these provisions, or any policy posted on the Website.

3. LICENSE AND SCOPE OF SERVICES

3.1 Provision of Services. Subject to Customer’s compliance with these Terms and timely payment of all fees, Garden grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term, solely for Customer’s internal business purposes.

3.2 Modifications. Garden may modify, update, or discontinue any aspect of the Services at any time. For paid subscriptions, Garden will provide at least thirty (30) days’ prior notice before materially reducing functionality.

3.3 Restrictions. Customer shall not, and shall not permit any third party to: (i) copy, modify, or create derivative works of the Services; (ii) reverse engineer, decompile, or otherwise attempt to derive source code; (iii) rent, lease, sublicense, or resell the Services; (iv) use the Services to compete with Garden; or (v) remove or alter any proprietary notices.

3.4 Export Compliance. Customer shall comply with all applicable U.S. and foreign export control laws and regulations in its use of the Services.

4. CUSTOMER DATA; LICENSE TO GARDEN

4.1 Ownership. Customer retains all rights, title, and interest in and to Customer Data.

4.2 License to Garden. Customer hereby grants Garden a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license to use, copy, store, transmit, and display Customer Data solely as necessary to provide, maintain, and improve the Services.

4.3 Aggregate Data. Garden may collect and analyze de-identified, aggregated usage data for any business purpose, including product development and benchmarking, provided such data does not identify Customer or its end users.

5. FEES AND PAYMENT

5.1 Fees. Customer shall pay the fees set forth in each Order Form (the “Fees”). All payments are non-refundable and non-cancelable except as expressly provided herein.

5.2 Invoicing; Payment Terms. Invoices are due upon receipt unless otherwise stated in the Order Form. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Taxes. Fees are exclusive of all taxes, duties, and other governmental charges. Customer is responsible for all such taxes, excluding taxes based on Garden’s net income.

5.4 Fee Changes. Garden may adjust Fees at each renewal term upon thirty (30) days’ prior written notice. 6. TERM AND TERMINATION

6. TERM AND TERMINATION

6.1 Term. The Term begins on the Effective Date and continues for the duration specified in the applicable Order Form. Each Order Form automatically renews for successive terms of the same duration unless either party provides at least thirty (30) days’ prior written notice of non-renewal.

6.2 Termination for Cause. Either party may terminate these Terms for material breach if the breaching party fails to cure within thirty (30) days after receiving written notice. Garden may terminate immediately for non-payment.

6.3 Effect of Termination. Upon termination: (i) Customer’s license to use the Services immediately ends; (ii) Customer remains responsible for all accrued Fees; and (iii) Garden will make Customer Data available for export for thirty (30) days, after which Garden may permanently delete such data.

6.4 Survival. Sections 2.3–2.5 (Website Use), 4 (Customer Data), 6.3 (Effect of Termination), 7 (Confidentiality), 9 (Limitation of Liability), and 10 (Miscellaneous) survive termination.

7. CONFIDENTIALITY

7.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated confidential or that reasonably should be understood to be confidential.

7.2 Obligations. The Receiving Party shall (a) use at least the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own, and (b) use Confidential Information only to perform its obligations under these Terms.

7.3 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) was known to the Receiving Party before disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed.

8. WARRANTIES AND DISCLAIMERS

8.1 Garden Warranty. Garden will use commercially reasonable efforts to provide the Services in a professional manner consistent with industry standards.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED “AS IS” AND GARDEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. GARDEN’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO GARDEN IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

10.1 By Customer. Customer shall defend, indemnify, and hold harmless Garden from any third-party claims arising out of Customer’s use of the Services or Customer Data in violation of these Terms or applicable law.

10.2 By Garden. Garden shall defend, indemnify, and hold harmless Customer from any claim that the unmodified Services infringe a third party’s U.S. intellectual property rights, provided that Customer promptly notifies Garden and allows Garden sole control over the defense and settlement.

11. EXPORT CONTROL

Customer shall not export or re-export any technology accessed through the Services or Website in violation of U.S. export laws or any other applicable export laws.

12. GOVERNING LAW; JURISDICTION

These Terms shall be governed by and construed under the laws of the State of New York, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

13. MISCELLANEOUS

13.1 Assignment. Customer may not assign these Terms without Garden’s prior written consent; Garden may assign without consent.

13.2 Notices. Notices must be in writing and delivered by email (with confirmation), certified mail, or overnight courier to the addresses in the Order Form.

13.3 Entire Agreement. These Terms and all Order Forms constitute the entire agreement between the parties and supersede all prior discussions and agreements.

13.4 Amendments. Any amendment must be in a writing signed by both parties.

13.5 Severability. If any provision is held unenforceable, the remainder will remain in full force and effect.

If you have any questions about these Terms or about using our Website, please email us at hello@gardenintel.com.