These Terms of Service (“Terms“) are entered into between Growth Space contracting entity detailed in an Order Form, and if no such document has been executed, then Growth Space Inc. (“Growth Space“) and the customer accepting these Terms (“Customer“) as of the date of Customer’s acceptance of these Terms (“Effective Date“), including by way of execution of an Order Form (“Order Form“) or other written confirmation (including via email) referencing these Terms. These Terms, together with any Order Form referencing these Terms or any other written (including via email) agreement (together, the “Agreement“), sets forth the terms under which Customer may use Growth Space’s platform (“Platform“) and the services thereon.
- Services. During the Term and subject to the terms of hereof, Growth Space shall provide Customer with the Platform through which Customer will receive certain analytics information and Customer’s employees (“Employees“) can be matched with qualified experts, coaches, mentors, lecturers, or consultants (“Experts“) to receive coaching sessions, lectures or workshops (“Session”) and related services, as further detailed in the Order Form (“Services“).
- Employee Registration & Internal Experts. Employees may register through a link sent by Customer OR may be registered by Growth Space based on information provided by Customer. Customer represents it has provided all notices and obtained all necessary consents required under applicable law to provide Employees’ (and Internal Experts) personal data to Growth Space. Customer may onboard its own experts via the Platform (“Internal Experts”). Internal Experts will not be considered as Experts under this Agreement, Customer shall remain solely responsible and liable for Internal Experts and their provision of services.
- Fees & Credit Usage. Customer shall pay Growth Space the fees set out in any Order Form or agreed via email. All amounts payable are in USD (unless otherwise specified) and are exclusive of applicable VAT and taxes, and Customer will pay Growth Space without deduction for and free and clear of any such amounts. Credits (as defined in the Order Form) use is based on scheduled Sessions regardless of Employee participation, unless Employee provides written notice of cancellation to the Expert at least (i) 24 hours in advance for one-on-one Sessions, and (ii) three days in advance for group Sessions. If an Employee requests to switch from an assigned Expert, Sessions conducted with the initially assigned Expert will count towards Credit use. Credit associated with a specific Employee is non-transferable to another Employee.
- Representations and Warranties. Each party represents it is duly organized under applicable law and has authority to enter into, execute and perform this Agreement or any Order Form without conflict with any contractual obligations it has to any third party or legal requirements. Customer further represents it shall use the Platform and Services in compliance with this Agreement and applicable law.
- Restrictions. Customer shall not and shall not allow any third party to (a) data mine or reverse-engineer any software underlying the Platform; or (b) copy, modify, distribute, display, sublicense, create derivative works of, or use the Platform, Services, or content thereon in any manner not permitted herein.
- Intellectual Property. Growth Space or its licensors own all right in the Platform, Services, and materials thereon, all trademarks and logos therein, and all intellectual property rights in any of the foregoing and in any modifications or updates thereto. Customer has no rights to the Platform or Services other than as expressly provided herein. Growth Space may use feedback provided by Customer without restriction. Customer’s Confidential Information (defined below) shall remain the sole property of Customer.
- Confidential Information. Each party may have access to certain non-public or proprietary information of the other party (“Confidential Information”). Neither party may use or disclose Confidential Information except as needed to provide or receive Services or to further the parties’ relationship. Each party shall treat the other party’s Confidential Information with at least a reasonable degree of care. Confidential Information may be disclosed to employees or representatives who have a need to know in order to fulfill obligations hereunder, provided they are bound by confidentiality obligations as restrictive as those herein. Each party shall be responsible for harm caused by disclosure to its personnel. Each party shall notify the other party of any unauthorized disclosure within a reasonable timeframe. Information shall not be considered Confidential Information if it can be demonstrated in writing it: (a) was in the public domain when received (through no fault of the recipient), (b) was rightfully possessed by the recipient with no confidentiality obligation, or (c) was developed without reference or use of any Confidential Information. Confidential Information may be disclosed in response to a legal requirement if the recipient (where permitted) provides notice, cooperates to oppose disclosure, and only discloses to the extent required. This Section 8 shall survive termination of the Agreement for three years.
- Indemnification. Each party shall defend and indemnify the other party and its personnel (“Indemnitee”) from and against all damages, losses, liabilities, or expenses finally awarded by a court or agreed in a settlement in connection with a claim or proceeding by a third party relating to: (1) as to Growth Space, a claim the Platform or Services infringe any IP right of a third party, including, patent, copyright, or misappropriating trade secret, or (2) as to Customer, breach of Agreement by Customer, or its employees or their use or misuse of the Platform and/or Services. The indemnifying party may not settle such a suit without the written consent of the Indemnitee. Indemnitee may be represented in any such suit by counsel of its choosing at its expense.
- Non-Solicitation. During the Term and for a period of one (1) year thereafter, Customer shall not, directly or indirectly, including on behalf of others, solicit, divert, or independently engage any Expert for the purpose of obtaining coaching, or similar services for its personnel.
- DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY. PLATFORM AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. GROWTH SPACE EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS IN RESPECT OF THE PLATFORM AND SERVICES INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES RELATING TO THE ARRANGEMENTS CONTEMPLATED HEREIN, INCLUDING IN RESPECT OF LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR LOST DATA, INCLUDING ANY DAMAGES CAUSED BY EXPERTS. EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT AND/OR ANY CAUSE OF ACTION IS LIMITED TO AMOUNTS PAID BY CUSTOMER IN RESPECT OF THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR CAUSE OF ACTION (“CAP”). WITHOUT DEROGATING FROM THE ABOVE, WITH RESPECT TO FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, AND/OR INTELLECTUAL PROPERTY RIGHTS HEREUNDER, EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY IS LIMITED TO FIVE (5) TIMES THE CAP.
- Term and Termination. This Agreement will be in effect until all subscriptions ordered under any Order Form or the Agreement have expired or terminated (the “Term”). Unless an Order Form explicitly states otherwise, all subscriptions (including any additional Credits purchased) will automatically renew for additional 12-month periods, unless either party notifies the other in writing, at least 30 days prior to the end of the then-current subscription period, that it chooses not to renew. Fees will be subject to a 5% increase in each subscription period, Customer’s continues use of the Service shall be considered acceptance. To clarify, any payments or purchases already made by Customer prior to the effective date of termination are non-refundable. Sections 4-12 shall survive termination or expiration of this Agreement.
- General. This Agreement represents the entire agreement and supersedes all other understandings between the parties regarding the subject matter. Notwithstanding, this Agreement supersedes any Customer’s ordering document, purchase order T&Cs, or online terms or policies, which purport to supersede, modify or supplement this Agreement, and any such terms shall be deemed rejected, void, and of no effect. In case of conflict between the Order Form and these Terms, the Order Form shall prevail. Growth Space may update these Terms from time to time and will send a notification to Customer, Customer’s continued use of the Service following such notification shall be deemed acceptance of such changes. Growth Space privacy policy is available here. Neither party may assign this Agreement without the other party’s consent, provided that either party may assign all of its rights and obligations under this Agreement to a purchaser of substantially all of its assets or share capital. Nothing herein creates any agency, employment, or joint-venture relationship. This Agreement shall be governed by the laws of the State detailed in the Order Form and if no such is specified, then New York and the parties consent to the exclusive jurisdiction of the competent courts specified in the Order Form, and if no such is specified, then New York regarding any disputes hereunder.
Last Update: July 2022