1. AGREEMENT TO TERMS

Last updated: 19th September, 2024

These Terms and Conditions, together with the Service Agreement, constitute a legally binding agreement made between the Client identified in the Service Agreement and Growth Academia LLC ("Growth Partner"), concerning Client’s access to and use of the https://growthpartner.ca (the "Site"). Client agrees that by accessing the Site, Client has read, understood, and agreed to be bound by all of these Terms and Conditions. Growth Partner reserves the right, in its sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. Growth Partner will post the updated Terms and Conditions on the Site.  Client will be subject to, and deemed to be aware of and to have accepted, any revised Terms and Conditions if Client continues to use the Site after the date such revised Terms and Conditions are posted.

2. CLIENT ACCESS AND CLIENT DATA

Growth Partner hereby grants Client a non-exclusive, non-transferable right to access the Site and use the Services during the term, solely for use by Client’s authorized users in accordance with these Terms and Conditions. Such use is limited to Client's internal business use. Growth Partner shall provide to Client the necessary passwords and network links or connections to allow Client to access the Site. For security purposes, the total number of authorized users will not exceed five, except as expressly agreed to in writing by the Parties. Growth Partner acknowledges that, as between Growth Partner and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to Client’s data uploaded to the Site. Client hereby grants to Growth Partner a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display the Client data solely to the extent necessary for Growth Partner to provide the Services to Client. Notwithstanding the foregoing, all knowledge that Growth Partner’s artificial intelligence model creates or adapts from learning about Client’s business and the Services provided to Client shall be the property of Growth Partner.

3. GROWTH PARTNER’S INTELLECTUAL PROPERTY RIGHTS

Client acknowledges that, as between Client and Growth Partner, Growth Partner owns all right, title, and interest, including all intellectual property rights, in and to Growth Partner’s intellectual property, which includes all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics on the Site (collectively, the "Content") and the trademarks, service marks and logos on the Site (the "Marks"), all of which are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws and international conventions. Client shall not use the Services or Site for any purposes beyond the scope of the access granted in these Terms and Conditions. Client shall not at any time, directly or indirectly, and shall not permit its authorized users to: (i) copy, modify, or create derivative works of the Services or Site, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Site; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iv) remove any proprietary notices from the Services or Site.

4. CLIENT REPRESENTATIONS

By using the Site, Client represents and warrants that:

1. all registration information Client submits will be true, accurate, current and complete;
2. Client will maintain the accuracy of such information and promptly update such registration information as necessary;
3. Client will comply with these Terms and Conditions;
4. Client will not access the Site through automated or non-human means, whether through a bot, script or otherwise;
5. Client will not use the Site for any illegal or unauthorized purpose; and
6. Client’s use of the Site will not violate any applicable law or regulation.
7. Client has obtained from its prospective customers the consent required by the TCPA or other applicable law to allow Growth Partner to contact those prospective customers on Client’s behalf.

If Client provides any information that is untrue, inaccurate, not current or incomplete, Growth Partner has the right to suspend or terminate Client’s account and prohibit Client from any and all current or future use of the Site.

5. CLIENT REGISTRATION

Clients must register with the Site in order to use it. Client is responsible to maintain the security of its password for access to the Site and will be responsible for all use of Client’s account and password. Growth Partner reserves the right to remove, reclaim or change a username Client selects if Growth Partner determines, in its sole discretion, that such username is inappropriate, obscene or otherwise objectionable.

6. CONFIDENTIALITY

From time to time during the Term, either Client or Growth Partner (as the "Disclosing Party") may disclose or make available to the other (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 6 by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable law. The Receiving Party shall, for three years from receipt of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 6 caused by any of its representatives. If the Parties have signed a separate nondisclosure agreement, that document shall supersede this Section 6 with respect to the treatment of Confidential Information.

7. CANCELLATION

In the event Services are terminated by either Party, Client shall pay for all appointments scheduled through the Services through the effective date of termination.

8. PROHIBITED ACTIVITIES

Client may not access or use the Site for any purpose other than that for which Growth Partner makes the Site available. As a user of the Site, Client agrees not to:

Use any information obtained from the Site in order to harass, abuse or harm another person.

Use the Site in a manner inconsistent with any applicable laws or regulations.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses or other material that interferes with use and enjoyment of the Site or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of the Site.

Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools.

Attempt to impersonate another user or person or use the username of another user.

Interfere with, disrupt or create an undue burden on the Site or the networks or services connected to the Site.

Harass, annoy, intimidate or threaten any of our employees or agents engaged in providing any portion of the Site to Client.

Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion of the Site.

Copy or adapt the Site's software, including Flash, PHP, HTML, JavaScript or other code.

Except as permitted by applicable law, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop or distribute any automated system, including any spider, robot, cheat utility, scraper or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

Use the Site as part of any effort to compete with Growth Partner.

9. WARRANTIES AND WARRANTY DISCLAIMER

Growth Partner warrants that the Services (i) will be provided in compliance with all applicable laws; and (ii) do not contain any virus or other malicious code.  EXCEPT FOR THE FOREGOING WARRANTIES, THE SERVICES ARE PROVIDED "AS IS" AND GROWTH PARTNER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. GROWTH PARTNER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

10. SUBMISSIONS

Client acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information regarding the Site ("Submissions") provided by Client to Growth Partner are non- confidential and shall become Growth Partner’s sole property. Growth Partner shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to Client. Client hereby waives all rights to any Submissions, and Client hereby warrants that any such Submissions are original to Client or that Client has the right to submit such Submissions. Client hereby waives any recourse against Growth Partner for any use of Client’s Submissions.

11. PRIVACY POLICY

Growth Partner cares about data privacy and security. Please review Growth Partner’s Privacy Policy: https://growthpartner.ca/privacy-policy. By using the Site, Client agrees to be bound by Growth Partner’s Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in the United States. If Client accesses the Site from any other region of the world with laws or other requirements governing personal data collection, use or disclosure that differ from applicable laws in the United States, then through Client’s continued use of the Site, Client is transferring Client’s data to the United States, and Client agree to have Client’s data transferred to and processed in the United States.

12. TERMINATION BY GROWTH PARTNER

WITHOUT LIMITING THE TERMINATION RIGHTS OF THE PARTIES UNDER THE AGREEMENT OR ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, GROWTH PARTNER RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. GROWTH PARTNER MAY TERMINATE CLIENT’S USE OR PARTICIPATION IN THE SITE OR DELETE CLIENT’S ACCOUNT AND ANY CONTENT OR INFORMATION THAT CLIENT POSTED AT ANY TIME, WITHOUT WARNING, IN GROWTH PARTNER’S SOLE DISCRETION.

If Growth Partner terminates or suspends Client’s account for any reason, Client is prohibited from registering and creating a new account under Client’s name, a fake or borrowed name, or the name of any third party, even if Client may be acting on behalf of the third party. In addition to terminating or suspending Client’s account, Growth Partner reserves the right to take appropriate legal action, including pursuing civil, criminal and injunctive redress.

13. MODIFICATIONS AND INTERRUPTIONS

Growth Partner reserves the right to change, modify or remove the contents of the Site at any time or for any reason in its sole discretion without notice. Growth Partner has no obligation to update any information on the Site. Growth Partner also reserves the right to modify or discontinue all or part of the Site without notice at any time. Growth Partner will not be liable to Client or any third party for any modification, price change, suspension or discontinuance of the Site. Growth Partner cannot guarantee the Site will be available at all times. Growth Partner may experience hardware, software or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays or errors. Growth Partner reserves the right to change, revise, update, suspend, discontinue or otherwise modify the Site at any time or for any reason without notice to Client. Client agrees that Growth Partner has no liability whatsoever for any loss, damage or inconvenience caused by Client’s inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms and Conditions will be construed to obligate Growth Partner to maintain and support the Site or to supply any corrections, updates or releases in connection therewith.

14. GOVERNING LAW

These Terms and Conditions and Client’s use of the Site are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.  The Parties expressly disclaim the application of the United Nations Convention on the Sale of Goods.

15. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a "Dispute" and collectively, the "Disputes") brought by either Client or Growth Partner, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration Any Dispute arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Bronx, New York. Each Party will, upon written request of the other Party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The arbitrator shall award to the prevailing Party, if any, as determined by the arbitrator, all of their costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorney fees.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction sitting in Bronx County, New York, and the Parties agree to submit to the personal jurisdiction of that court.

16. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies or omissions, including descriptions, pricing, availability and various other information. Growth Partner reserves the right to correct any errors, inaccuracies or omissions and to change or update the information on the Site at any time without prior notice.

17. LIMITATIONS OF LIABILITY

IN NO EVENT WILL GROWTH PARTNER OR ITS DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM CLIENT’S USE OF THE SITE, EVEN IF GROWTH PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GROWTH PARTNER’S LIABILITY TO CLIENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CLIENT TO GROWTH PARTNER DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CLIENT, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO CLIENT, AND CLIENT MAY HAVE ADDITIONAL RIGHTS.

18. INDEMNIFICATION

Growth Partner shall indemnify, defend and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorney fees) incurred by Client resulting from any third-party claim, suit, action or proceeding that Growth Partner’s intellectual property, or any use of the Services in accordance with these Terms and Conditions, infringes or misappropriation such third party's intellectual property rights, provided that Client promptly notifies Growth Partner in writing of the claim, cooperates with Growth Partner at Growth Partner's expense, and allows Growth Partner’s sole authority to control the defense and settlement of such claim.

Client shall indemnify, defend and hold harmless Growth Partner from and against any and all losses, damages, liabilities, costs (including reasonable attorney fees) incurred by Client resulting from any third-party claim, suit, action or proceeding that  is  due to or arising out of: (1) Client’s use of the Site; (2) Client’s breach of these Terms and Conditions, including breach of Client’s representations and warranties set forth in these Terms and Conditions; or (3) Client’s violation of the rights of a third party, including their rights to the privacy of their personal information. Notwithstanding the foregoing, Growth Partner reserves the right, at Client’s expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Growth Partner, and Client agree to cooperate, at Client’s expense, with Growth Partner’s defense of such claims. Growth Partner will use reasonable efforts to notify Client of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

19. DATA SECURITY/RESTRICTIONS ON USE

Growth Partner will employ reasonable administrative, technical, and physical safeguards to ensure the confidentiality, integrity and availability of Client data, and to prevent unauthorized or inappropriate access, use, or disclosure of Client data. Growth Partner represents and warrants that it is GDPR, SOC 2 and Australian Privacy Act compliant. Growth Partner will use Client data solely for the purpose of delivering the Services to Client.  Unless instructed by Client, Growth Partner will not share, sell, transfer or otherwise make Client data available to any third party except as required by law.

20. DATA BACKUPS

Growth Partner will maintain certain data that Client transmits to the Site for the purpose of managing the performance of the Site, as well as data relating to Client’s use of the Site. Although Growth Partner performs regular routine backups of data, Client is solely responsible for all data that Client transmits or that relates to any activity Client has undertaken using the Site. Client agrees that Growth Partner shall have no liability to Client for any loss or corruption of any Client data, and Client hereby waives any right of action against Growth Partner arising from any such loss or corruption of such data. Client may download Client’s data from the Site at any time.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending Growth Partner emails, and completing online forms constitute electronic communications. Client consents to receive electronic communications, and Client agrees that all agreements, notices, disclosures and other communications Growth Partner provides to Client electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY GROWTH PARTNER OR VIA THE SITE. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

22. FORCE MAJEURE

Neither Party shall be held responsible for any delay or failure in performing the Agreement to the extent the delay or failure is caused by circumstances beyond its control (a “Force Majeure”), including fire, flood, explosion, war, strike, embargo, government order, act of God, disruption of internet communications or other similar causes. If any Force Majeure occurs, the Party delayed or unable to perform shall give prompt notice to the other Party and shall be excused from performance for the duration of the Force Majeure. Growth Partner and Client  shall take all reasonable steps and cooperate to avoid or remove the cause of Force Majeure, and shall promptly resume performance when possible.

23. MISCELLANEOUS

The Agreement, together with these Terms and Conditions and any policies or operating rules posted by Growth Partner on the Site or in respect to the Site constitutes the entire agreement and understanding between Client and Growth Partner. A Party’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between Client and Growth Partner as a result of these Terms and Conditions or use of the Site.  Growth Partner may assign any or all of its rights and obligations to others at any time.

24. CONTACT GROWTH PARTNER

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact Growth Partner at:

Growth Partner LLC

601 E 167th St Apt 2C,

Bronx, New York 10456

email: admin@growthpartner.ca

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