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

      – You need to provide five one-hour time slots for each employee with whom you are         matched in each week of the program.
     – If you change/cancel a session within 24 hours from the scheduled session, you         will be required to add another session to the total, for no additional         compensation. If the customer/employee cancels within 24 hours of the scheduled         session, you will be paid for the full session and a session will be reduced from         the total count required.
      – You need to work according to our programs and processes, which will be sent to         you before you start program, and we trust your judgment that you will address the         issues that come up in the sessions.

Terms and Conditions – Legal Language

Growth Space Ltd. (“Growth Space”) 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” means any Expert (as defined below) approved by Growth Space and accepting these Terms.

1. Provision of Services.

1.1. Engagement. During the Term (as defined below), you shall render to Growth Space, on a non-exclusive basis, certain services as an expert coach, mentor, lecturer, trainer, or consultant (“Expert”), including through Growth Space’s platform available through its website, apps and third party apps (“Platform”), as well as certain related services (including completion of Curriculum and provision of Summaries, both as defined and described below) (“Services”). 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.Registration and Use of Platform. To the extent the Services will be provided through Growth Space’s Platform, you will need to have a registered account. To complete the registration process, you must provide all (additional) registration information as requested by us, including a profile picture. 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 (as defined below) with an improved experience on the Platform. Growth Space hereby provides you with a limited, revocable, non-exclusive right to use the Platform during the Term in accordance with the terms of these Terms and for the purpose of your provision of the Services to Growth Space. 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.

1.3. One-on-one Sessions
1.3.1. Provision of Services. As an Expert who is a coach or mentor, you may be paired with individuals who are either (i) engaged directly with Growth Space or (ii) employees of a company that is a Growth Space customer (each of (i) and (ii), an “Employee” and such company, a “Customer”). Following your approval of an Employee with whom you are paired, you shall provide individual coaching or mentoring sessions to the Employee (“Session(s)”) in accordance with the Curriculum, as more fully detailed below. All Sessions shall be scheduled solely through the Platform. Following each Session, you shall prepare a summary of the Session (“Summary”) in accordance with Growth Space’s requirements, which shall be provided solely to the Employee 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 Employee has provided his or her prior written consent that the Summary may be transferred to Growth Space and/or to the relevant Customer. Following a Process (as defined below) you shall request written consent to share Summaries with Growth Space and, if such written consent is obtained, you shall provide the relevant Summaries to Growth Space. 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 Employees 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 Growth Space is under no obligation to pair you with any Employee and all decisions regarding pairing of Employees and Experts shall be made solely by Growth Space at its discretion.

1.3.2. Availability and Commitment. If you are providing one-on-one Sessions, following your approval of an Employee, you shall coordinate a number of Sessions with such Employee through the Platform until the completion of the Process (as defined below). During the Term, you undertake to be available for a minimum number of five (5) hours per week between the hours 9:00-21:00 in your local time zone. In the case of an unjustified cancellation within less than twenty-four (24) hours prior to a Session or lateness from your side to a Session, you will be charged a penalty equivalent to the hourly rate agreed with you during onboarding. It is clarified that illness shall be considered a justified reason for cancellation or lateness subject to provision of a doctor’s note to Growth Space. In addition, an unjustified termination of the course of coaching or mentoring Sessions of an Employee, prior to the completion of the Process, will be subject to a penalty fee in an amount equal to the Fees (as defined below) payable for 10 Sessions, which shall be paid by you to Growth Space within 7 days from any such termination. Growth Space may offset any amounts payable to you hereunder against any amounts owed by you to Growth Space.

1.3.3. Curricula and Materials. All Sessions shall be conducted in accordance with the proprietary curriculum developed by Growth Space, including guidelines and scripts (“Curriculum”). The number of Session required to complete the Curriculum shall be agreed upon in advance between Growth Space and the Customer (any full course of such Sessions, a “Process”). You agree not to deviate substantially from the Curriculum in the course of the Sessions. If you would like to request permission to make any substantial changes to any Curriculum, please contact Growth Space in writing and in advance.

1.4. Group Sessions (Lectures, workshops,  group coaching/mentoring)
1.4.1. Services. 
As an Expert, you shall provide customized sessions to a Customer or a group of Employees such as lectures, workshops, or group coaching sessions. You shall be required to conduct a 30-minute long preparation session with the Customer. You may be provided with information or materials by the Customer in order to customize your offering to the Customer’s needs. The contents of the session/s you conduct and any information or materials provided in advance shall be considered Confidential Information. You shall remain fully responsible for maintaining the confidentiality and security of the information received in the engagement.

1.4.2. In the case of an unjustified cancellation within less than one week prior to a scheduled session or lateness from your side to a session, you will be charged a penalty equivalent to the hourly rate agreed with you during onboarding.

2. Compensation

2.1.In consideration for the provision of the Services, Growth Space shall pay to Expert an amount as agreed and stated in the onboarding form, against the provision of a valid and undisputed invoice (“Fees”). Payment is based on a report we provide regarding the number of hours worked as tracked in the Platform. Fees are payable within 30 days of the end of the month in respect of which the invoice was issued. Growth Space shall add VAT to amounts payable as required by law. All income taxes and other taxes however designated that are levied or imposed due to the Services shall be borne solely by you. Fees shall be paid in local currency according to the public exchange rate at the beginning of the month during which Services were rendered.

2.2.The Fees have been determined as fair remuneration for the Services and shall be the sole and exclusive considered to which you are entitled for the Services rendered hereunder. Growth Space shall not be liable for any additional payments or contributions to you in connection with the Services. For the avoidance of doubt, the 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, including, for example, time spent preparing for Sessions or preparation of summary following a Session.

2.3.Growth Space 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 an Employee for a period of two (2) months following the date of the rate change.

3. Representations and Warranties. You represent and warrant that (a) 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; and (b) you will provide the Services in a timely, professional, and workmanlike manner and in complete loyalty and dedication to Growth Space. You agree and undertake to inform Growth Space immediately after becoming aware of any matter that may in any way raise a conflict of interest between you and Growth Space and/or an Employee 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 Employees.

4. Intellectual Property. Growth Space or its licensors, as the case may be, have all right, title and interest in the Platform, Curricula, and Summaries, and any other content or materials provided by or prepared for Growth Space or used in connection with the Services (“GS Materials”), including overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights in the GS Materials and the trademarks, service marks, and logos contained therein, whether registered and unregistered. 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. If you provide the Growth Space with any feedback regarding any content on the Platform or Curricula, Growth Space may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.

5. Confidential and Proprietary Information.

5.1.Confidential Information. You may have access to certain non-public or proprietary information of Growth Space, its Customers, or Employees, including (a) any technical or non-technical information related to Growth Space’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 Employees; (c) the content of any Sessions, including but not limited to the Summaries; (d) the Curricula, including any guidelines or scripts included therein, (e) all GS Materials; (f) the Platform; and (g) any information that Growth Space, Customers, or Employees 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 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.

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 Growth Space; (b) reasonably cooperate with Growth Space 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 appropriate 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.

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 Growth Space or Customers, as applicable. Within five (5) days after any request by Growth Space, you shall destroy or deliver to Growth Space, at Growth Space’s option, all materials and items in your possession or control that contain or disclose any Confidential Information. You will provide Growth Space a written certification of your compliance with your obligations under this Section.

6. Data Protection. As part of provision of the Services, you may be provided with Personal Data of Employees, 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, Growth Space 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 Growth Space’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 Growth Space’s behalf. The parties agree to the terms of the Data Processing Agreement available at https://www.growthspace.com/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 law, including 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 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 Growth Space with reports as requested; (iv) not to use illegally sourced Personal Data; (v) to provide such information and assistance as requested by Growth Space or any Customer in order for Growth Space 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 Growth Space’s behalf (“Security Breach”), you shall: (i) notify Growth Space immediately in writing of such Security Breach; (ii) cooperate with Growth Space 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. 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, solicit, divert, or independently engage any Employee either (a) for the purposes of providing coaching or advisement or (b) as an employee or a service provider nor shall you engage any Customer for the purposes of providing coaching or advisement or any employee development services to its employees or other personnel. Notwithstanding the above, if you can demonstrate that prior to your engagement hereunder, you worked with such Employee or Customer independently, this provision shall not apply.

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 an Employee. During the Notice Period, you shall continue to perform your duties and obligations hereunder, unless otherwise directed by Growth Space.

8.3.Notwithstanding the above, Growth Space 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 an Employee (regardless of any complaint received about your behavior); (ii) you deliberately cause harm to Growth Space’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 Growth Space; (v) any other material breach of these Terms which is not cured within seven days of receipt of written notice thereof.

8.4.In the event of any termination for whatever reason, you will promptly deliver to Growth Space all documents, data, records and other information pertaining to your engagement and any Confidential Information. You will, immediately upon termination of this Agreement, destroy 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.

9. Independent Contractor Status. These Terms shall not be construed to create any relationship of employment between you and Growth Space, nor shall they be construed to create any relationship other than that of principal and independent contractor. You are not an employee of Growth Space and Growth Space shall not be obligated to treat you as an employee. You hereby irrevocably and expressly waive any claim or demand in connection with an employee-employer relationship with Growth Space, and further acknowledge that the consideration agreed with Growth Space hereunder is based upon its declaration and the absence of such relationship. Except as set forth herein, Growth Space shall not be required to make any payment to you, including payments related to social benefits, severance payments, vacation days, illness, bonuses, extra hours, or any other payment and shall not bear any liability and/or duty towards you except as expressly described herein. It is agreed between the parties that should it be held by any competent judicial authority, that the relationship between you and Growth Space in respect of the Services provided pursuant to these Terms is one of employer and employee and/or in the event that Growth Space shall be demanded and/or obligated, to pay any amount to you or to any third party or give you or any third party any right deriving from the existence of employer-employee relationship between you and Growth Space, then: (i) retroactively from the start of the Term and in lieu of the Fees paid, you shall be deemed to have been entitled only to a gross monthly salary (including for all overtime hours, if relevant) in an amount equal to 70% of the Fees actually received for each relevant month (“Deemed Salary”); (ii) you will immediately return to Growth Space any amount paid to you beyond the Deemed Salary; (iii) any amounts to which you would be entitled as an employee (if at all), will be calculated on the base of the Deemed Salary; (iv) Growth Space shall be entitled to set off any amount you are required to return against any amounts payable to you hereunder; and (v) you shall indemnify Growth Space for any and all costs, liabilities and expenses it may have in connection with any such demand and/or obligation, including the economic value of such right and including legal expenses.

10. Indemnity and Release. You agree to defend, indemnify, and hold harmless Growth Space 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 Growth Space arising from or relating to(a) your fraud, negligence or willful misconduct; (b) any breach of your obligations, representations or warranties in these Terms; and/or (c) any claim that an employer-employee relationship exists or existed between you and Growth Space.

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). GROWTHSPACE’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. Miscellaneous.

12.1. These Terms 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.

12.2. From time to time, Growth Space may update these Terms or the DPA attached hereto and shall notify you of such changes. Your continued provision of services following any such notification shall be deemed acceptance of any such amended or updated documents.

12.3. The provisions of the Sections 1.2 (relating to restrictions only) 3-7, and 9-12 shall survive the rescission or termination, for any reason, of these Terms, and shall survive the termination of your engagement with Growth Space.

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

12.5.You may not assign or transfer any right or interest hereunder without the express written consent of Growth Space.

12.6.These Terms shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the rules respecting conflicts-of-law. All references to applicable law are deemed to include all applicable and relevant laws and ordinances and all regulations and orders promulgated thereunder, unless the context otherwise requires.

12.7.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.

Last updated: June 2021