Terms and Conditions

Human Language 
(most of the key terms are here, but this is our contract, so please make sure you read everything)

• Freelance agreement – we work with you in a freelance agreement, and we can’t guarantee that we will match you with specific customers.
• Payment terms – Net +35.  You must register and provide us with correct billing information in order for payment to go through, if incorrect information is not corrected within 1 year, we will consider the payment waived. You must report Sessions performed on the Platform by the 3rd of the month immediately following the month in which services were rendered to ensure timely payment. Any delays need a heads-up to us in advance.
• Data protection – you will protect customer data in accordance with applicable laws and regulations and will delete all customer data after the program is over or after you are no longer working with a particular participant.
• Termination – you can stop working with us at any time, but you can’t terminate the contract before completing the programs to which you have committed.
• Confidentiality – we guarantee 100% confidentiality for our customers. You can’t share any of the information regarding customers and/or their employers and/or other participants that you have received in the course of providing services with anyone except Growthspace.
• Framework – you need to work according to our framework (templates, programs and processes we provide you), which will be sent to you before you start a program, and we trust your judgment that you will address the issues that come up in the sessions. 
• Content Ownership – generally speaking, content you use in the provision of Sessions will remain yours and you grant us and our customers a license to use it. You are free to use your general content in any way you see fit, outside of our engagement. However, if you create customized content following customer’s request or you create content incorporating Customer’s information, that content belongs to the customer, and you cannot use it for your own purposes. You are also not allowed to use our framework, logo and materials we provide you outside of your engagement with us and our customers. If you provide us feedback or testimonials, we will own that material.
• Non-solicitation and non-circumvention – we want to keep our engagement professional and focused on the content. Therefore, you may not solicit customers with whom we connect you and offer them your products or services directly or solicit their participants or solicit other experts or induce them to terminate or breach their contract with Growthspace. This restriction will last for one year following contract termination, unless you can show you have worked with the customer before we connected you with them. You are also responsible for liquidated damages if you breach this obligation.
• Conflict resolution and arbitration – we will always strive to solve conflicts amicably based on our standards and guidelines. If an escalation is required, we will use an arbitration process to solve those issues, unless it’s prohibited by applicable laws.
• Cancelation – you must abide by Growthspace guidelines provided to you from time to time. If you change or cancel a session in violation of those guidelines, you will be required to provide a “make-up” session and may also be required to add another session for no compensation or be charged a penalty. Cancellation scenarios penalties and other measures may be shared with you from time to time in your onboarding forms and Growthspace’s compensation and penalty guidelines.
• Availability and Commitment – in order to be qualified to provide Sessions,you need to provide available weekly time slots in the amount and as detailed in Growthspace guidelines provided to you from time to time and as agreed with the Customer. You must schedule all sessions through the Platform or Growthspace team. 
• Special terms for one-on-one sessions –
• Cancelation – If you change/cancel a session within 24 hours from the scheduled session, you will be required to provide a “make-up” session and also add another session to the total, for no compensation. If the customer/employee cancels within 24 hours of the scheduled session, you will be paid a cancellation fee presented to you and a session will be reduced from the total count required.
• Availability – in order to be qualified to provide one-one-one Sessions,you need to provide five one-hour time slots for each planned one-on-one Session.

NOTE: If you are an expert, who is an employee or consultant of a company and intend to provide coaching or other services to your own company’s participants via the Growthspace’s Platform (as may be further detailed in the agreement between your company and Growthspace) you are considered an “Internal Mentor” and the below doesn’t apply to you. As an Internal Mentor, please refer to Terms of Service for Internal Mentors at https://www.growthspace.com/terms-of-service-for-internal-mentors

PLEASE BE AWARE THAT THE LEGAL LANGUAGE (LEGALESE) VERSION OF THESE TERMS AND CONDITIONS CONSTITUTES THE BINDING AGREEMENT BETWEEN THE PARTIES. THE HUMAN LANGUAGE VERSION PROVIDED HERE IS FOR REFERENCE PURPOSES ONLY AND DOES NOT HOLD LEGAL BINDING EFFECT. IN CASES OF DISCREPANCIES OR CONTRADICTIONS BETWEEN THE HUMAN LANGUAGE VERSION AND THE LEGALESE VERSION, THE LEGALESE VERSION WILL PREVAIL AND GOVERN THE CONTRACTUAL RELATIONSHIP BETWEEN YOU AND GROWTHSPACE.

Terms and Conditions – Legal Language

Growth Space Ltd. (“Growthspace“) is pleased to offer you the opportunity to engage with us as a service provider in accordance with the terms and conditions hereof. Please read these Terms and Conditions (“Terms“) carefully. By clicking the button marked “I agree”, you signify your assent to these Terms. “You” or “Expert“ means the individual or entity accepting these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have the right, authority, and capacity to bind such entity to these Terms (and all references to “you” and “your” shall refer to such entity). 

1. Provision of Services.

1.1. Engagement. Engagement. During the Term (as defined below), you shall render to Growthspace’s Customers and their Participants (as defined below), on a non-exclusive basis, certain services as an expert coach, mentor, lecturer, trainer, or consultant including through Growthspace’s platform available through its website, apps and third-party apps (“Platform“). Following a matching process and approval, you will be matched with Participant(s) to provide one-on-one individual coaching or mentoring sessions, workshops or group sessions (“Sessions”). You shall be required to provide the total number of Sessions as agreed upon in advance between Growthspace and the Customer (a “Process”), deliver Expert Content in accordance with Growthspace’s Framework, and if and only to the extent applicable, provide Summaries and Customized Materials, all as defined and described below (collectively – “Services“). In addition to the Services, Expert shall provide to GrowthSapce the Feedback and Testimonials detailed below. As an Expert, you may be paired with individual(s) who are either (i) engaged directly with Growthspace or (ii) employee(s) or service provider(s) of a company or other entity that is a Growthspace customer (each of (i) and (ii), “Participant(s)” and such company or other entity, a “Customer“). It is clarified that Growthspace is under no obligation to pair you with any Participant(s) and all decisions regarding pairing of Participant(s) and Experts shall be made solely by Growthspace at its discretion.

You undertake to devote all of your expertise, know-how, efforts, and experience required for the proper performance of the Services under these Terms.

1.2. Availability and Commitment. You shall coordinate a number of Sessions with Participants through the Platform until the completion of the Process. Per each Process, you undertake to be available for a minimum number based on any specific Customer’s requirements or as detailed in the onboarding forms and guidelines provided to you from time to time (or as detailed herein for one-on-one Sessions), during Participant(s) local time zone. You must schedule all Sessions (including any Goal-setting meetings or other meetings with the Customer or Participants) solely through Growthspace’s team or the Platform. All Sessions shall be performed remotely, not in person, unless otherwise explicitly instructed and authorized by Growthspace in writing.

1.3. Cancellation policy. If you unjustifiably arrive late to a Session or cancel a Session during the no-cancellation period specified in your onboarding forms or guidelines provided from time to time (or detailed in these Terms for Individual Sessions), you will have to reschedule the Session and will have to either provide another Session free of charge or be charged a penalty equivalent to the regular Sessions’ hourly rate as agreed with you during onboarding. For other cancellation scenarios, penalties and enforcement measures please see your onboarding forms and Compensation and Penalty Guidelines.

1.4. Registration and Use of Platform. As part of your registration process (and subject to your approval by Growthspace, at its sole and absolute discretion), you will need to have a registered account to the Platform. To complete the registration process, you must provide all (additional) registration information as requested by us. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you and our Customers with an improved experience on the Platform. Growthspace hereby provides you with a limited, revocable, non-exclusive right to use the Platform during the Term in accordance with these Terms and for the purpose of your provision of the Services. GrowthSpace reserves the exclusive right to suspend or terminate Your access to the Platform at any time, without notice, in the event of any breach or suspected breach of these Terms by You. This action is at the sole discretion of GrowthSpace and may be taken to maintain the integrity, security, and operability of the Platform, or to protect the rights and interests of GrowthSpace and its users.

1.5. Use Restrictions. You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Platform; (2) circumvent, disable, or otherwise interfere with security-related features of the Platform; (3) use the Platform or content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform; (5) use or access another user’s account or password without permission; (6) use the Platform or content thereon in any manner not permitted by these Terms; (7) use the Platform or content thereon or any Confidential Information or proprietary information of Growthspace to develop any other product or service containing any of the concepts and ideas contained in the Platform or competing with Growthspace or its product or services, including the Platform.; (8) remove, deface, obscure or otherwise modify any copyright or other proprietary notices included on or in the Framework, Platform or content thereon; (9) use the Platform for any unlawful purpose, or one that could associate Growthspace or its Customers with any improper or inappropriate purpose (including infringement or misappropriation of any third party intellectual property, privacy, or publicity right); (10) use the Platform for performing comparisons or other “benchmarking” activities, either alone or in connection with any software or other SaaS platforms; (11) publish reviews of the Platform without the prior written consent of Growthspace and/or (12) represent that you possess any proprietary interest in the Platform.

1.6 Supplemental Customer Terms. As a condition to being paired with Participant(s), you may be required to agree to additional terms and conditions as required by the Participant(s) and/or Customer and made available to you, in order to provide Services to the particular Participant(s) and/or Customer. If you don’t accept those supplemental terms, you will not be matched with that Customer. Subject to applicable law, Growthspace reserves the right to conduct reference checks and background investigations on all Experts.

‍1.7. Additional Services Supplemental Terms. Growthspace may, from time to time, approach certain Experts to provide additional services to Growthspace or its Customers, in which case such Expert may be required to agree to additional terms and conditions for the provision of other services. If you don’t accept those additional terms, you will not be authorized to provide such additional services.

1.8. Framework and Materials. All Sessions shall be conducted in accordance with the Process and a framework provided to you by Growthspace, which may include,  but is not limited to, and only to the extent provided to you, presentation templates, curriculum or syllabus templates,  taxonomy, guidelines and best practices, expert expectations, skills, policies and procedures, and any other content provided to You by Growthspace for the purpose of assisting You to provide the Services (collectively, “Framework“). Framework for certain types of Sessions such as workshops may be more elaborate and include, for illustration purposes, catalog of topics for workshops, description of workshops and topics, agenda, flow of sessions, lists of “must haves”, key takeaways. You are granted a limited, non-transferable, non-sublicensable, non-assignable, limited license to use the Framework, solely for the provision of Services during the term of your engagement with a particular Customer and their Participant(s). You agree not to deviate substantially from the Framework in the course of the Sessions. If you would like to request permission to make any substantial changes to any Framework, please contact Growthspace in writing and in advance.  You hereby further agree you will not use the Framework for any other purpose, including without limitation to provide services outside of the Platform or to promote your own activities.

1.9. Testimonials and Feedback. Following each Session, you are required to mark such Session as completed via the Platform, and may additionally provide scoring, offer suggestions, comments related to the Services or provide feedback regarding the Platform or Framework, and may further provide testimonials (collectively – “Feedback and Testimonials“).

1.10. Expert Content. You shall incorporate your own content (“Expert Content“) into the Framework that is provided to you as necessary to conduct Sessions. You retain ownership of the Expert Content. For the avoidance of doubt, Expert Content shall not be deemed to include or extend to any Customized Materials (defined below), Framework or Feedback and Testimonials included in such Expert Content.  You hereby grant Growthspace a non-exclusive, irrevocable, worldwide license, during the term of the engagement, to copy, process, create derivative works of, modify, adapt, and otherwise use your Expert Content in connection with the Platform, including to promote your services within the Platform and to propose your services to potential Customers or potential Participants. Additionally, you grant Growthspace the right to sublicense the Expert Content to the Customers and Participants (defined below) for their use in receiving the Services

1.11. Customer Materials and Customized Materials. You may be provided with information or materials by the Customer in order to customize your offering to the Customer’s needs (“Customer Materials“), which shall remain solely owned by Customer. The contents of the Session/s you conduct, and any information or materials provided by the Customer or the Participants, including the Customer Materials and the Customized Materials shall be considered Customer’s Confidential Information. You shall remain fully responsible for maintaining the confidentiality and security of the information received in the engagement. If you prepare any materials based on Customer Confidential Information or Customer Materials or if Customer requires the preparation of customized content such as, for illustration purposes, customized case-studies (“Customized Materials”), such Customized Materials will belong to the Customer. You hereby assign (and shall assign) all rights, title, and interest in such Customized Materials to the Customer. You agree to execute any further documentation required to effect or record such assignment. To the extent that, pursuant to applicable law, moral rights in and to any Customized Materials are incapable of vesting in or being assigned to Customer, You hereby irrevocably waive and covenant never to assert any such moral rights.  For the avoidance of doubt, and notwithstanding anything to contrary, Customized Materials shall not be deemed to include or extend to any Framework, Platform, Feedback and Testimonials or other intellectual property of Growthspace that is included or embodied in such Customized Materials (which shall remain exclusively owned by Growthspace).

1.12. One-on-one Sessions

‍1.12.1. Provision of Services. Following your approval of a Participant with whom you are paired and Participant’s approval, you shall provide individual coaching or mentoring Sessions to the Participant (“Individual Session(s)“) in accordance with the Framework, as more fully detailed herein. Following each Session, you may prepare a summary of the Session (“Summary“), which shall be provided solely to the Participant by email and/or through the Platform. The contents of the Summaries shall be considered Confidential Information (as defined below) and shall be held in strict confidence unless the Participant has provided his or her prior written consent that the Summary may be transferred to Growthspace and/or to the relevant Customer. Following a Process, and only to the extent requested by Growthspace or the relevant Customer, you shall request written consent from the Participant to share the Summaries with Growthspace and, if such written consent is obtained, you shall provide the relevant Summaries to Growthspace. The Summary shall include all pertinent details and relevant information that arose during a Session. You shall remain fully responsible for maintaining the confidentiality and security of the Summaries as described herein and for clearly communicating to Participant when and under what circumstances their information may be shared, if you believe in good faith that disclosure is appropriate to protect yours or a third party’s rights, property or safety, when required by law, regulation subpoena, court order or other law enforcement related issues, agencies and/or authorities, or as is necessary to comply with any legal and/or regulatory obligation. It is clarified that Growthspace is under no obligation to pair you with any Participant and all decisions regarding pairing of Participant and Experts shall be made solely by Growthspace at its discretion.

1.12.2. Cancellation. In the event of an unjustified cancellation by Participant within less than 24 hours prior to a scheduled Session, you may report such cancellation to Growthspace, and upon Growthspace’s verification, you will be paid the hourly rate presented to you for canceled Session. In the event that you unjustifiably cancel an Individual Session with less than twenty-four (24) hours’ prior notice, or are late to an Individual Session, you will have to provide a “make up” session, and also add, at your own expanse, an additional session (i.e. you will be paid for the original Process, and will not be paid for the additional session).

1.12.3 Availability and Commitment. Except as permitted herein, you will not use, disseminate, or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. It is clarified that you may not disclose any Confidential Information of any Employee to a Customer unless the Employee has explicitly provided prior written consent to such disclosure. You may use the Confidential Information solely to perform your obligations under these Terms. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case less than a high degree of care. You shall not remove, overprint, or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information. The obligations set forth in this Section 5 shall survive termination of this Agreement for any reason.

2. Compensation.

2.1. Fees. In consideration for the provision of the Services, Growthspace shall pay to Expert the amount agreed and stated in the onboarding forms or Growthspace’s email, against the provision of a valid and undisputed invoice (“Fees“). The Fees have been determined as fair remuneration for the Services and shall be the sole and exclusive consideration to which you are entitled for the Services rendered hereunder. Growthspace shall not be liable for any additional payments or contributions to you in connection with the Services. Fees are paid on a per-Session basis, the Fees are provided in consideration of the fulfillment of all of your obligations and undertakings under these Terms. For the avoidance of doubt, (i) time spent preparing for Sessions that is not agreed in advance with Growthspace in writing, will not be paid separately; (ii) any alignment meetings with the Customer or Participant(s) must be pre-approved by Growthspace in writing,  you will not be paid for Customer or Participant(s) meetings that were not approved in advance by Growthspace and reported on the platform.  Growthspace may offset any amounts payable to you hereunder against any amounts owed by you to Growthspace.

2.2. Reporting and invoices. Payment is based on the number of hours as tracked and reported in the Platform, and may require further validation with the Customer. You must report Sessions performed on the Platform by the 3rd of the month immediately following the month in which services were rendered. If you reported on a Session performed at a later date, you must provide Growthspace a written notice explaining your late reporting and receive approval from Growthspace for eligibility to receive payment. Any delay in reporting could cause delay in payment. You are required to issue or approve lawful invoices. Fees are payable within NET 35 days following receipt and approval of the invoice. For example, an invoice issued in Dec for Sessions performed and reported in Nov, will be paid during the first week of January.

2.3. Taxes. You are solely responsible to pay all income taxes and other taxes however designated, that are levied or imposed due to the Services. In order to comply with applicable tax laws, Growthspace may request additional documentation from you and you hereby warrant you will provide true and accurate documentation, as required to comply with such laws.

2.4. Registration for payment. You are responsible for registering complete and accurate information within Growthspace’s payment system. You hereby understand and agree that if Growthspace, after making efforts in good faith, was unable to verify your details or confirmed invoicing details or make payments within one (1) year as of amounts being due, you hereby waive your entitlement to any such amounts.

2.5. Currency. Growthspace will determine the currency in which it pays the fees, if you receive payment in local currency, conversion fees will be borne by you.

2.6. Payment method. Payment will be made via ACH or e-check, unless You request a different payment method or otherwise required by law, in which case, all transaction fees will be borne solely by You. Growthspace may determine, at its sole discretion, different payment terms for special geographical regions and the responsibilities regarding related transactions fees.

2.7. Changes to Fees. Growthspace reserves the right to change the rate of the Fees at any time, provided however that the rate change will not affect any rates in effect for Sessions already scheduled with a Participant for a period of two (2) months following the date of the rate change.

3. Representations and Warranties. You represent and warrant that (a) you have all needed rights and licenses for the performance of all your duties according to the Terms, including any information and materials used or provided as part of the Services, whether to GrowthSpace or to Customers or Participants as part of your Services, and any such use or performance does not and will not breach any privacy rights, intellectual property rights, invention assignment, proprietary information, non-compete, confidentiality or similar obligations to any third party or any third party rights (including, without limitation, any academic institution or any entity related thereto). You acknowledge that the Growth Space is relying upon the truthfulness and accuracy of such representations in its decision to engage with you; (b) your acceptance of these Terms and the provision of the Services does not and will not constitute a default under or conflict with any agreement, law or other instrument or restriction to which you are a party or by which you are bound or preclude or may preclude your entering into these Terms and performing the obligations hereunder(including, but not limited to, any confidentiality or non-competition agreement) and does not require the consent of any person or entity;  (c) you will provide the Services in a timely, lawful, professional, and workmanlike manner and in complete loyalty and dedication to Growthspace and shall not harm Growthspace or Customer’s name and reputation; (d) the Services shall not infringe, misappropriate, or violate any third party’s rights; (e) You and the Services you provide will comply with all applicable laws, statutes, and regulations, including, without limitation, all applicable privacy and data protection laws and any legal requirements;  (f) the Services shall not include any virus, worm, Trojan horse, disabling device, or similar program; and (g) You have all necessary rights and the corporate power and authority to enter into, and perform, under these Terms, and that these Terms constitutes a legal, valid and binding agreement, enforceable against You in accordance with its provisions. You agree and undertake to inform Growthspace immediately after becoming aware of any matter that may in any way raise a conflict of interest between you and Growthspace and/or a Participant or Customer. You acknowledge that you shall be held solely responsible for the conduct of the Sessions, and the results of any Sessions or Services provided to Participants. Any statements made by You must be truthful and accurate.

Nothing in these Terms shall prevent You from undertaking any other business activities during the term of this engagement, provided that such activity does not interfere with the performance of the Services or cause a breach of these Terms, including without limitation your confidentiality and non-solicitation obligations

4. Growthspace Intellectual Property.

4.1. Ownership. Growthspace or its licensors, as the case may be, exclusively retain and own all right, title and interest (including, without limitations, all intellectual property right) in and to (a) the Platform; (b) the Framework; (c) all Feedback and Testimonials; (d) Growsthspace’s Confidential Information; (e) overall appearance, graphics, and graphic designs of the Platform or Framework, as well as Growthspace’s name and logo (f) any other content or materials provided by Growthspace  in connection with the Service; and (f) any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, in each case regardless of inventorship or authorship (collectively, the “GS Materials“). To the extent any of the foregoing intellectual property rights do not automatically vest in Growthspace, You hereby irrevocably assign (and shall assign) same to Growthspace (and its designees, successors, and assigns), and undertakes to do all things reasonably requested by Growthspace (including without limitation executing, filing, and delivering instruments of assignment and recordation), at Growthspace’s expense, to perfect such ownership rights. Any rights not expressly granted herein are hereby reserved by Growthspace. You are prohibited from using GS Materials for any purpose other than as explicitly authorized by these Terms and are obligated not to challenge, directly or indirectly, Growthspace’s ownership of and title to the GS Materials. Without derogating from the generality of the foregoing, except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, transmit or otherwise use the content of the GS Materials or any part thereof for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the GS Materials if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms or on the Platform should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Growth Space or any third party, except as provided for you as part of the Framework and solely for the provision of Services.

5. Confidential and Proprietary Information.

5.1. Confidential Information. You may have access to certain non-public or proprietary information of Growthspace, its Customers, Participants, or other Experts including (a) any technical or non-technical information related to Growthspace’s or a Customer’s business and current, future and proposed products and services, in each case whether or not specifically designated as “confidential” or “proprietary”; (b) information regarding Customer’s management or employment practices, including as may be disclosed by Participants; (c) the content of any Sessions, including but not limited to the Summaries; (d) the Framework, including any guidelines or scripts included therein, (e) any GS Materials; (f) the Platform; (g) Any information, including without limitation, names and contact details, of other Experts, and (f) any information that Growthspace, Customers, or Participants have received from others that may be made known to you and that such party is obligated to treat as confidential or proprietary (“Confidential Information“).

5.2. Nondisclosure Obligations. Except as permitted herein, you will not use, disseminate, or in any way disclose the Confidential Information to any third party. You shall immediately notify Growthspace if you become aware of any unauthorized use or disclosure of the Confidential Information. It is clarified that you may not disclose any Confidential Information of any Participants to a Customer unless the Participant has explicitly provided prior written consent to such disclosure. You may use the Confidential Information solely to perform your obligations under these Terms. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case less than a high degree of care. You shall not remove, overprint, or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information. The obligations set forth in this Section 5 shall survive termination of this Agreement for any reason.

5.3. Exclusions. Your obligations hereunder do not apply to any Confidential Information that you can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to you through no fault of yours; (b) was rightfully in your possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to you; or (c) was independently developed by you without use of or reference to any Confidential Information. Your disclosure of any Confidential Information in response to a law, regulation, or governmental or judicial order (“Order“) will not be considered to be a breach of these Terms or a waiver of confidentiality for other purposes, provided, however, that you (a) provide prompt prior written notice of such Order to Growthspace; (b) reasonably cooperate with Growthspace in opposing such disclosure, and (c) only disclose to extent required by such Order. Your disclosure of any Confidential Information relating to the content of any Sessions, including but not limited to the Summaries, in the event that you believe in good faith that such disclosure is necessary to protect yours or a third party’s rights, property or safety shall not be considered a breach of these Terms or a waiver of confidentiality for other purposes, provided that, to the extent legally permitted, you have first obtained written consent from Growthspace for such disclosure.

5.4. Ownership and Return of Confidential Information. All Confidential Information and any GS Materials whether or not they contain or disclose Confidential Information, are the sole and exclusive property of Growthspace or Customers, as applicable. Within five (5) days of either the termination or expiration of your engagement hereunder, or any earlier request by Growthspace, you shall destroy or deliver to Growthspace, at Growthspace’s option, all materials and items in your possession or control that contain or disclose any Confidential Information. You will provide Growthspace with a written certification of your compliance with your obligations under this Section.

5.5. Injunctive Relief. You acknowledge that any breach of this Section 5 may cause irreparable harm to Growthspace for which monetary damages are an insufficient remedy, and therefore upon any breach or threatened breach of this Section 5, without limiting any other remedies at law or equity, Growthspace will be entitled to seek injunctive relief, specific performance or other equitable relief (in any court of competent jurisdiction) without the posting of a bond, to enjoin such breach or threatened breach of this Section 5

‍6. Data Protection. As part of the provision of the Services, you may be provided with Personal Data of Participants, Customer representatives and other individuals. “Personal Data” means information referring to, related to, or associated with an identified or identifiable person or as otherwise defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR“)) or Personal Information (as defined in the California Consumer Privacy Act of 2018, Cal. Civil Code Title 1.81.5 and the regulations thereunder, as may be amended from time to time (collectively, “CCPA“)).With respect to such Personal Data, Growthspace serves as a Processor (as defined in the GDPR) on behalf of its Customers, who serve as Controllers (as defined in the GDPR) of such Personal Data and you shall serve as a sub-processor on Growthspace’s behalf and/or may serve as a Service Provider (as defined in the CCPA) on behalf of its Customers, who serve as Businesses (as defined in the CCPA) and you shall serve as a subcontractor on Growthspace’s behalf. The parties agree to the terms of the Data Processing Agreement available at https://www.growthspace.us/dpa-coach, which is incorporated herein by reference (“DPA“). You undertake to process all Personal Data solely for the purpose of provision of the Services and in accordance with all applicable laws, including but not limited to all laws, court decisions and directives relating to Personal Data, privacy, or databases that are in effect in the State of Israel and in any other country relevant to the provision of the Services, and in the countries where the Personal Data originates from, and the terms set forth in the DPA. Without limiting from the foregoing or any undertakings in the DPA, you undertake: (i) to take legally and technically sufficient administrative, technical and physical measures commensurate with the type of Personal Data being processed to ensure the privacy of data subjects; (ii) not to transfer or disclose any Personal Data to any other person or entity either within or outside its jurisdiction; (iii) to document your activities regarding implementation of this Section and to provide Growthspace with reports as requested; (iv) not to use illegally sourced Personal Data; (v) to provide such information and assistance as requested by Growthspace or any Customer in order for Growthspace and/or Customer to comply with data subject inspection and correction rights under applicable law; and (vi) providing all necessary materials and providing access to computers for the purpose of inspections. You acknowledge your obligations to the Database Registrar, including the Database Registrar’s inspection rights. In the event of a data security breach affecting Personal Data that you process on Growthspace’s behalf (“Security Breach“), you shall: (i) notify Growthspace immediately in writing of such Security Breach; (ii) cooperate with Growthspace and any Customer in connection with the investigation of such Security Breach; and (iii) take all necessary and appropriate corrective action.

‍7. Non-Solicitation and Non-Circumvention; Liquidated Damages. During the Term and for a period of one (1) year immediately following the termination or expiration hereof, you shall not, either directly or indirectly, on your own behalf or on behalf of others, (i) solicit, divert, or independently engage any Participant either (a) for the purposes of providing coaching or advisement;(b) as an employee or a service provider; (ii) compete or provide competing services with Growthsapce or develop products that directly or indirectly compete with Growthspace or its products or services; (iii) engage any Customer or another Expert for the purposes of providing coaching or advisement or any employee development services to its employees or other personnel; and/or (iv) solicit, induce, or attempt to induce any other Expert to terminate or breach its contract with Growthspace or compete or provide competing services with Growthspace or develop products that directly or indirectly compete with Growthspace. Notwithstanding the above, if you can demonstrate that prior to your engagement hereunder, you worked with such Participant or Customer independently, this provision shall not apply.

You acknowledge that it would be difficult to ascertain losses and replacement costs sustained by your breach of the obligations specified in this Section, and in the event of a breach, you agree to pay, as liquidated damages, an amount equal to the higher of (i) 20,000 USD or (ii) two hundred fifty percent (250%) of your total compensation while engaged with Growthspace. Each party acknowledges and agrees that the amount of these liquidated damages is reasonable and that this provision may be enforced in any court of competent jurisdiction. You shall pay such amounts promptly but in no event later than thirty (30) days following notification. Liquidated damages shall be in addition to any other remedy Growthspace may be entitled to under equity or law for the breach of any provision under this Addendum or for any other cause of action.

8. Term and Termination.

‍8.1. The term of engagement hereunder shall commence upon your acceptance of these Terms (“Commencement Date“) and will continue in full force and effect unless terminated by either party in accordance with the provisions of this Section (“Term“).

8.2. Either party may terminate these Term for any reason and without the obligation to provide any reason, upon a prior notice of 14 days (“Notice Period“) provided, however, that you may not terminate these Terms during a Process with Participant(s). During the Notice Period, you shall continue to perform your duties and obligations hereunder, unless otherwise directed by Growthspace. You termination must be made by providing us a notice to [email protected] and receive confirmation from Growthspace of receipt of such termination Notice.

8.3. Notwithstanding the above, Growthspace shall be entitled to terminate these Terms for Cause (defined below) with immediate effect at any time, at its sole discretion, by providing you with written notice. In such an event, you shall only be entitled to the applicable Fees at the date of such termination notice. “Cause” shall exist: (i) due to your improper behavior, including towards a Participant (regardless of any complaint received about your behavior); (ii) you deliberately cause harm to Growthspace’s business affairs; (iii) you breach the confidentiality and/or non-circumvention provisions hereunder; (iv) you refuse to perform your obligations hereunder or refuse to follow the lawful, reasonable directions of Growthspace; (v) any other material breach of these Terms which is not cured within seven days of receipt of written notice thereof. and/or (vi) you fail to maintain and provide the necessary licenses, permits, qualifications, or certifications required to provide the Services.

8.4. In the event of any termination for whatever reason, you will promptly deliver to Growthspace all documents, data, records and other information pertaining to your engagement and any Confidential Information. You will, within five (5) days of termination of this Agreement , destroy (or, to the extent directed by Growthspace, return) any and all Confidential Information and/or any documents or data, or any reproduction or excerpt of any documents or data containing or pertaining to the Services provided and/or any Confidential Information, and confirm in writing that you have not retained any copies of Confidential Information.

9. Independent Contractor Status. You hereby acknowledge that Growthspace matches between Customers and experts through its Platform and does not maintain its own independent manpower for those purposes. Accordingly, these Terms and your engagement hereunder shall not be construed to create any relationship of employment between you and Growthspace, nor shall they be construed to create any relationship other than that of principal and independent contractor. You are not an employee of Growthspace and Growthspace shall not be obligated to treat you as an employee.

9.1. The parties hereby declare and approve, that these Terms are a Contractors Agreement within the meaning of the Israeli Contractors Law – 1974 (the “Contractors Law”)(with respect to Israeli Experts, or  if other laws or jurisdictions are relevant, the corresponding concept under such laws or jurisdictions will apply and the term ‘independent contractor’ as used herein will be deemed replaced by such other corresponding term of the applicable law).In accordance with your demand, you will act as an independent contractor, and that as a result of this engagement, no employment related rights shall be created between you and Growthspace or any related party, and neither Growthspace nor any related party shall be liable towards you in respect of  any obligation or payment imposed by law on any employer. You declare and confirm that:

9.1.1. You understand all the terms of the engagement set forth hereunder, as per your request.

9.1.2. Your request to engage with Growthspace as a consultant and not as an employee, was made out of your own free will and after you consulted with third parties, including attorneys.

9.1.3. You are aware that only on the basis of the aforesaid, Growthspace agreed to enter into these Terms, under their terms, and that in any other case these Terms were significantly different.

9.2. You confirm that you decided, as a result of your own financial considerations, to operate as an independent contractor rather than as an employee, whilst obligating, as detailed in these Terms, that Growthspace or anyone acting on its behalf, will not bear any additional costs in connection with the engagement set forth herein, including in connection with employment related entitlements; salary and Benefits and other Payments, as this term is defined in section ‎12below, which comprise of all of the payments which an employer is obligated to pay to an employee, as well as compensation of any kind, including non-monetary compensation.

9.3. You are solely responsible for purchasing any legally required pension coverage with acceptable terms, and paying in full all required tax payments and other mandatory payments, all throughout the term of these Terms.

9.4. You hereby undertake not to raise any claim against Growthspace or anyone acting on its behalf in connection with any payment or any right in connection with employment relations.

9.5. You shall indemnify and hold Growthspace, or any person on its behalf, harmless, for any expense of Growthspace, damage or losses incurred thereby, or against the payment by Growthspace of any other payment (including attorneys’ fees), immediately upon the receipt of its first request, as long as these: (1) are related to a determination concerning the existence of an employee-employer relationship between you and Growthspace or anyone on its behalf; or (2) result from any act, omission or negligence on your part or anyone on your behalf, related to the provision of the Services under these Terms.

9.6. Any right granted to Growthspace to instruct and/or supervise over the Services is granted in order to ensure the performance of the Services, according to the demands of Growthspace, and does not imply or support an employer -employee relationship between you and Growthspace.

9.7. In light of the foregoing, should it be held by the labor court, or any other competent authority, including a governmental entity, that you provided the Services as an “employee”, you declare that you received from Growthspace the full payments to which you were entitled as an employee (including salary, benefits and Bituach Leumi payments) and therefore you will not be entitled to receive any additional payment or compensation of any kind whatsoever, including a non-monetary compensation.

10. Indemnity and Release. You agree to defend, indemnify, and hold harmless Growthspace and its officers, directors, employees, agents, and consultants from any losses, liabilities, damages (including taxes) and related costs and expenses (including reasonable legal fees and costs of investigation), interest and penalties, due to, arising from, or relating to any third party claim, demand, action, and/or suit against Growthspace arising from or relating to (a) your fraud, negligence or willful misconduct; (b) any breach of your obligations, representations or warranties in these Terms or any claims from Customers or Participants relating to the Services provided by You; (c) any infringement, misappropriation and/or violation by you and/or your Services of third party rights; (d) your breach of your confidentiality obligations hereunder; (e) any breach by you of applicable legal requirements including with regards to intellectual property and/or privacy; (f) any unethical and/or unlawful behavior; and/or (g) any claim that an employer-employee relationship exists or existed between you and Growthspace.

11. Limitation of Liability. IN NO EVENT WILL GROWTHSPACE BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING ANY LOSS OF PROFITS OR BUSINESS). GROWTH SPACE’S ENTIRE AGGREGATE LIABILITY UNDER ANY PROVISION OF THESE TERMS AND/OR UNDER ANY CAUSE OF ACTION SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID TO YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM, OR CAUSE OF ACTION.

12. Third Party Tools. The Platform may make available to You, or You may otherwise choose to utilize in the course of providing the Services, various third-party software, applications, platforms, and other resources (for example, to facilitate communication, scheduling, content delivery, and other functions) that are not owned or controlled by Growthspace (“Third-Party Tools“). Your use of the Third-Party Tools is subject to and governed by the applicable terms and conditions and policies of the third party providing the Third-Party Tools (the “Third Party Terms“). You agree to use Third-Party Tools in compliance with the Third-Party Terms and all applicable laws, including, without limitation, data protection and privacy laws. You shall ensure that any Third-Party Terms are consistent with these Terms. In case of any inconsistency between these Terms and any Third-Party Terms, these Terms shall prevail. Where Third-Party Tools are integrated with the Platform through APIs, You agree to use such integrations in accordance with the API usage policies provided by Growthspace. Growthspace expressly disclaims any and all liability for any issues, including but not limited to service outages, data loss, or security breaches, which may arise from the use of Third-Party Tools. Growthspace shall have no obligation or liability of any kind whatsoever for a Third-Party Tool or for the third party’s policies, practices, actions, or omissions. Third Party Tools which are made available through the Platform may be replaced, disabled, or re-enabled at any time and at Growthspace’s sole decision and discretion. If You use Third Party Tools, such use is and shall be at all times at Your sole and exclusive discretion and responsibility. You agree to defend, indemnify, and hold Growthspace harmless from any and all claims, damages, liabilities, or responsibilities arising from or related to the use of Third-Party Tools.

13. Disputes.

13.1. Governing Law; Jurisdiction. These Terms and all aspects of the Platform and Services shall be governed by and construed in accordance with the internal laws of the State of Israel governing contracts entered into and to be fully performed in the State of Israel (i.e., without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the courts located in Tel Aviv, Israel, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the courts located in Tel Aviv, Israel. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. IN NO EVENT SHALL ANY CLAIM, ACTION OR PROCEEDING BY YOU RELATED IN ANY WAY TO THESE TERMS, THE PLATFORM OR SERVICES BE INSTITUTED MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE. You will be liable for attorneys’ fees and costs incurred by Growthspace to enforce these Terms against You.

13.2. Informal Resolution. To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms (“Dispute”), you and Growthspace agree to first attempt to negotiate in good faith, any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.

13.3. Binding Arbitration. If You and Growthspace are unable to resolve a Dispute through informal negotiations, either You or Growthspace may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. The arbitration shall be commenced and conducted under the International Arbitration Rules of the Israel Institute of Commercial Arbitration (“IICA”) which are available in English at the IICA website http://eng.borerut.com/. Your arbitration fees and Your share of arbitrator compensation shall be governed by the IICA rules. Except as otherwise provided in these Terms, You and Growthspace may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

13.4. Restrictions. You and Growthspace agree that any arbitration shall be limited to the Dispute between Growthspace and You individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

13.5. Exceptions to Informal Negotiations and Arbitration. You and Growthspace agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of Growthspace’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither You nor Growthspace will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction located in Tel Aviv, Israel, and you and Growthspace agree to submit to the personal jurisdiction of that court.

14. Miscellaneous.

14.1. These Terms (including DPA, onboarding documents and guidelines provided to you from time to time) constitute the entire agreement between the parties hereto and supersede all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in these Terms. Failure by any party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision. The provisions of these Terms shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

14.2. You shall comply with Growthspace’s code of conduct, guidelines and other documents provided to you or made available to you via a link or the Platform from time to time and incorporated herein by reference, relating to compliance with applicable laws and regulations, adherence to anti-corruption and anti-bribery laws, securities laws, commitment to equal opportunity principles, prohibition of any forms of slavery or harassment in the workplace, and security and confidentiality requirements.

14.3. You will also comply with Growthspace expectations, compensation and penalty guidelines, as provided to you from time to time via link or email. If issues raised are serious or repeated or you refuse to cooperate, you may be suspended temporary or permanently and may incur additional penalty fees as specified in the guidelines.

14.4. From time to time, Growthspace may update these Terms or the DPA linked hereto and shall notify you of such changes either via the email address provided by you, via the Platform, or otherwise. Your continued provision of services following any such notification shall be deemed acceptance of any such amended or updated documents.

14.5. The provisions of Sections ‎1.5 (relating to restrictions only)‎, 3-‎7, 8.4 and 9-14 shall survive the rescission or termination, for any reason, of these Terms, and shall survive the termination of your engagement with Growthspace.

14.6. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of these Terms.

14.7. You may not assign or transfer any right or interest hereunder without the express written consent of Growthspace.

14.8. For the purpose of these Terms, notices and all other communications provided for herein shall be deemed to have been duly given when personally delivered, when sent by email or sent by registered mail, postage prepaid, addressed to the respective addresses last given by each party to the other, except that notice of change of address shall be effective only upon receipt.

Please reach out to Growthspace at [email protected] if you have any questions about these terms.

Last updated: April, 2024