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    Terms of Service

    These Terms of Service (the “Agreement”) are a contract between you or the business entity that you represent, on the one hand (“you” or the “Client”) and Growth Engineers Limited, on the other hand (“Growth Engineers”, “we” or “us”). You must read, agree with, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.growthengineers.com and related software and services (collectively, the “Platform”). We reserve the right to revise this Agreement in our sole discretion at any time by posting the changes on our website. Your continued use of the Platform after the effective date of any revisions to this Agreement constitutes your acceptance of the revised Agreement.

    You understand that by signing up for and using the Platform, you are agreeing to be bound by this Agreement, and any additional terms referenced herein, including our Privacy Policy. If you do not accept this Agreement in its entirety, you may not access or use the Platform. By agreeing to this Agreement on behalf of a legal entity: (a) you represent and warrant that you have the authority to bind that entity to this Agreement; (b) such entity is responsible for any breach of this Agreement by any of its representatives; and (c) “you” and “your” as used herein will refer and apply to that entity and the persons that access the Platform on its behalf. The Platform is available only to individuals and legal entities that are capable of forming legally binding contracts under applicable law.

    1. ABOUT GROWTH ENGINEERS

    Growth Engineers helps Clients find qualified talent. We provide services to Clients looking to hire full-time employees (the “Candidates”) and independent contractors (the “Providers”).

    2. REGISTRATION

    In order to use Growth Engineers you must register. Registration is free. When registering we may ask you for additional information related to your company and the types of Candidates or Providers you are looking for. We will review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Platform.

    You are responsible for ensuring that your account information is true, accurate, and complete. We reserve the right to validate your identity, entity status, and other account information at any time. You are responsible for ensuring and maintaining the secrecy and security of your account password. You must notify Growth Engineers support immediately if you suspect that your account password has been stolen. By using your Growth Engineers account, you acknowledge and agree that our account security procedures are commercially reasonable.

    3. YOUR RESPONSIBILITIES

    You are responsible for your use of the Platform and for any use of the Platform made using your account. You agree not to access, copy, or otherwise use the Platform, including our intellectual property and trademarks, except as authorized by this Agreement. We may suspend or terminate your access to the Platform if you violate, or we suspect you are violating, any of the terms and conditions of this Agreement or any applicable laws.

    You will not access (or attempt to access) the Platform by any means other than the interface provided, and you will not use information from the Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services. You agree not to “scrape” or disaggregate data from the Platform (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Platform for any other service. You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with the Platform, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.

    4. THIRD-PARTY LINKS

    The Platform may include links to third-party websites. We are not responsible for the content of and do not endorse any such sites, and we will have no liability for any damages or losses you incur by visiting or using such third-party sites.

    5. INTELLECTUAL PROPERTY RIGHTS

    All content available on the Platform, including text, graphics, logos, images, proprietary information, and other materials is protected under intellectual property laws. You acknowledge and agree that Growth Engineers and/or its licensors own all right, title, and interest in and to the Platform and your agree not to take any action inconsistent with such ownership interests.  Any and all: (a) suggestions for correction, change, and modification to the Platform and other feedback, information, and reports you provide to Growth Engineers (collectively, “Feedback”); and all (b) improvements, updates, modifications, or enhancements, whether made, created, or developed by Growth Engineers or otherwise relating to the Platform (collectively, “Revisions”), are and will remain the property of Growth Engineers. You hereby assign to Growth Engineers any and all right, title, and interest that you may have in and to any and all Feedback and Revisions.

    6. HIRING FULL-TIME EMPLOYEES

    6.1 Description of Service

    Growth Engineers provides recruiting services for Clients looking for full-time talent. After you post a hiring request on our Platform, we will introduce to you the Candidates from our network. Once a Client has discovered a Candidate through Growth Engineers, the Client agrees to communicate with the Candidate exclusively through us. The Client agrees not to attempt to circumvent our Platform by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate through us. A Success Fee (as defined in Section 6.2 below) will only be collected from you after you have successfully hired a Candidate.

    YOU UNDERSTAND THAT GROWTH ENGINEERS DOES NOT INQUIRE INTO THE BACKGROUNDS OF THE CANDIDATES OR ATTEMPT TO VERIFY THE STATEMENTS OF THE CANDIDATES (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING CANDIDATE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY CANDIDATE.

    6.2 Success Fee

    If a Candidate identified through Growth Engineers accepts an employment offer within twelve (12) months of the date on which the Candidate was first introduced to the Client, the Client will be charged a Success Fee equal to 15% of the 1st year base salary. The fee is exclusive of Value Added Tax, which, where applicable, shall be added to the fee at the prevailing rate.

    As a Client you agree that (1) if you make an employment offer, you shall promptly provide Growth Engineers with a copy of a fully executed document that states material employment terms, including start date and compensation, upon the signing of such a document between you and the Candidate (the “Effective Date”), (2) you will promptly notify Growth Engineers should the start date or offer terms change at any time, and (3) you will promptly notify Growth Engineers after termination of the Candidate’s employment (“Employment”) in the event that (a) such Employment is terminated based on unsatisfactory performance within ninety (90) days of the date on which it commenced, (b) the Candidate voluntarily terminates Employment within ninety (90) days of the date on which Employment commenced, or (c) before the start date, either Client or Candidate elect not to begin the Employment contemplated by the offer.

    YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

    6.3 Non-Circumvention

    If a Client circumvents Growth Engineers after discovering a Candidate through us and subsequently hires that Candidate within twelve (12) months of the date on which the Candidate was first introduced to the Client through Growth Engineers, the Client will pay a Success Fee equal to 25% of the 1st year base salary.

    6.4 Refunds

    If (1) a Client hires a Candidate and terminates the Candidate’s Employment based on unsatisfactory performance within ninety (90) days of the start date, (2) a Candidate voluntarily terminates his or her Employment within ninety (90) days of the start date, or (3) Candidate does not start Employment because either Client or Candidate elects not to begin the employment relationship contemplated in the offer (each, a “Termination Event”), upon written receipt and confirmation of such information, Growth Engineers will fully refund to the Client the Success Fee related to the Candidate who was the subject of the Termination Event if such Success Fee was paid by Client prior to the Termination Event.

    7. WORKING WITH INDEPENDENT CONTRACTORS

    7.1 Description of Service

    Growth Engineers offers you an online service that allows you to meet, review, and engage Providers for one or more projects (“Projects”). Under this Agreement, Growth Engineers provides services to you, including operating and providing the Platform, curating Providers, and functioning as a payment processor for you and your Providers.  As a Client, you post Projects and invite Providers to submit a bid. Providers, in turn, post their professional profiles and bid on Projects. Once you choose a Provider and agree on terms, a contract is formed directly between you and the Provider (“Service Contract”) subject to the provisions set forth in Section 7.3 (Service Contract Terms).

    7.2 Content Policy

    7.2.1 Your Content

    You represent and warrant that you own or have a valid license to all content or other materials you upload, post, publish or display through the Platform (collectively, “Content”). You hereby grant Growth Engineers and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use your Content in connection with the operation and promotion of the Platform, though subject to our Privacy Policy.

    7.2.2 Workspace and Work Product

    During the course of your Projects, we will provide you storage space on the Platform (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Provider, including any Client Materials and Work Product (as defined in Section 3). We reserve the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project.

    7.2.3 Disclosure of Your Content

    You acknowledge and agree that we may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any of your Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Growth Engineers, its affiliates, officers, employees, representatives and agents, as well as Platform users and the general public.

    7.2.4 Prohibited Content

    You are solely responsible for all of your Content, and agree not to upload any Content prohibited by applicable law or the restrictions in this Section. We reserve the right to investigate and take appropriate legal action against any Provider who violates this Section. Specifically, you represent and warrant that none of your Content: (a) infringes any intellectual property, proprietary, contractual or privacy rights of any party; (b) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (c) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; (e) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or (f) in the sole judgment of Growth Engineers, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Growth Engineers or its users to any harm or liability of any kind. We have the right, but not the obligation, to monitor your use of the Platform, your Content and the services you perform to determine your compliance with this Agreement.

    7.3 Service Contract Terms

    Unless otherwise agreed to in a writing signed by both Client and Provider, the terms and conditions of the Service Contract are as set forth in this Section.

    7.3.1 Services Under Contract

    Provider will perform services in a professional and workmanlike manner and timely deliver any agreed-upon Work Product.

    7.3.2 Client Payments and Billing

    Client will pay Growth Engineers the fees for services completed by Provider under (a) Service Contracts where Client is charged based on an hourly rate (“Hourly-Rate Service Contracts”) or (b) Service Contracts where Client is charged a fixed fee (“Fixed-Price Service Contracts”). For payments under Hourly-Rate Service Contracts, Client is billed on a periodic basis. For payments under Fixed-Price Service Contracts, Client is billed immediately after Client has accepted work.

    7.3.3 Dispute Resolution

    It is Client’s responsibility to review Provider’s time charges on Hourly-Rate Service Contracts. Client must approve or dispute time charges and associated fees within one week of their submission by Provider. Once the time charges are accepted by Client, they can no longer be disputed. If Client objects to the claimed time spent by the Provider, the Client will inform Growth Engineers as soon as is reasonably practicable. We will promptly investigate the time charges to determine, in our sole discretion, whether an adjustment is appropriate. Our determination will be final.

    Disputes can only address the hours billed, not the quality of the work performed or deliverables. Client will not decline payment of fees on the basis that it is dissatisfied with the services performed by the Provider. In cases of unsuitable or unsatisfactory work the provisions of clause 7.3.4 will apply.

    7.3.4 Termination of a Service Contract

    For Hourly-Rate Contracts, either party may terminate a Service Contract at any time for any reason. However, Client remains obligated to pay for any time Provider worked prior to termination.

    For Fixed-Price Contracts, Client may terminate a Service Contract at any time but may not recover any payments already made. Provider may terminate a Fixed-Price Service Contract at any time if Client has not yet made any payment for Provider’s services. If Client has made a payment, Provider may terminate only with Client’s prior written consent or after the payment has been refunded.

    7.3.5 Client Materials

    Client hereby grants Provider a limited, non-exclusive, revocable (at any time, at Clients sole discretion) license to use instructions, materials, and information that Client provides to Provider in connection with a particular Service Contract, and any intellectual property rights contained therein (collectively, the “Client Materials”) solely for Provider’s performance of the services. Client reserves all other rights and interest in and to the Client Materials. Upon completion or termination of the Service Contract, or upon written request by Client, Provider will immediately return all Client Materials to Client and further agrees to purge all copies of Client Materials and Work Product contained in or on Provider’s premises, systems or any other equipment otherwise under Provider’s control. Within ten (10) days of Clients request, Provider agrees to provide written certification to Client that all Client Materials have been returned or purged.

    7.3.6 Work Product

    Provider will make full and prompt disclosure to Client of all discoveries, inventions, designs, methods, products, processes, computer programs, techniques, graphics, images, audio or visual works, and other works of authorship (collectively, “Developments”), whether or not patentable or copyrightable, that are created, made, or conceived by Provider for Client during the term of the Service Contract that results from performing the services (“Work Product”). Provider acknowledges that all work performed by Provider is on a “work for hire” basis, and Provider hereby assigns and transfers to Client all Providers’ right, title, and interest in the Work Product and all related intellectual property rights.

    The Provider, however, is unable to assign rights to pre-existing intellectual property conceived or developed prior to the date of the Service Contract. Only Developments created specifically for and paid for by the Client will be assignable to the Client. The Provider hereby agrees that, in consideration of the Client’s agreement to engage Provider and Provider’s compensation for the services rendered to the Client, Provider will not reuse components of the Work Product in the Client’s field of interest. The Client will specify its field of interest in the project description narrative when posting the Project on the Platform. Developments, as defined above, will be owned by Provider until payment has been made by Client, at which time Provider will be deemed to have assigned all Developments to Client.

    7.3.7 Confidential Information

    • “Confidential Information” means any nonpublic or proprietary information or data that is disclosed by a Client or a Provider (the “Disclosing Party”), regardless of whether in tangible, electronic, verbal, graphic, or other form. To the extent a Client or Provider provides Confidential Information to the other party, the recipient will protect the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and will not: (i) disclose Confidential Information to anyone except to Client or Provider engaged in a Service Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Platform for use by Provider).
    • Additional Restrictions. Provider will not disclose to Client any information that constitutes material, non-public information about any third party, information that Provider has a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which Provider has worked) and not owned solely by Provider.
    • If and when Confidential Information is no longer needed for the performance of services for the relevant Service Contract, or at Client’s or Provider’s written request (which may be made at any time at Client’s or Provider’s sole discretion), Client or Provider (as the case may be) will promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Provider, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this section within ten (10) days after the receipt of Disclosing Party’s written request to certify.
    • Without limiting the confidentiality obligations set forth in this section, Client and Provider will not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of services for a Service Contract or except as the Disclosing Party will permit.

    7.3.8 Worker Classification

    Client agrees that:

    • Client does not in any way supervise, direct, or control Provider’s services;
    • Client does not, in any way, supervise, direct, or control Provider’s work hours and location of work; and
    • Client does not provide Provider with training or equipment for any Project. Notwithstanding the foregoing, Client assumes all liability for proper classification of Provider s as independent contractors or employees based on applicable legal guidelines. A Service Contract does not create a partnership or agency relationship between Client and Provider. Provider does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Client. Client and Provider will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Provider’s performance of the services. Client may not require an exclusive relationship between Client and Provider. Provider, as an independent contractor, is free at all times to provide services to persons or businesses other than Client, including any competitor of Client.

    7.3.9 Audit Rights

    Client and Provider each will: (a) create and maintain records to document satisfaction of its obligations under any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (b) provide copies of such records to Growth Engineers upon request. Growth Engineers, or Growth Engineers’ advisors or agents, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit Provider’s operations and records to confirm compliance. Nothing in this provision should be construed as providing Growth Engineers with the right or obligation to supervise or monitor the actual services performed by Provider.

    7.3.10 Third Party Beneficiary

    Growth Engineers is hereby named as a third party beneficiary of each Service Contract. Clients and Providers understand and agree that Growth Engineers has the right to enforce all rights and obligations under the Service Contract on its own behalf.

    7.3.11 Side Agreements

    Client and Provider may enter into any supplemental or other written agreements (“Side Agreements”) that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions in this Section 3, however, will govern and supersede any term or condition in a Side Agreement that purports to expand our obligations or restrict our rights under this Agreement.

    7.3.12 Entire Agreement

    The terms and conditions set forth in this section, together with any additional or different terms expressly agreed to by Client and Provider (in a Side Agreement or otherwise), will constitute the entire agreement and understanding of Client and Provider with respect to each Service Contract and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

    7.4 Relationship to Growth Engineers

    As a Client, you acknowledge and agree that your relationship to Growth Engineers is that of a customer receiving professional services, and that (a) you have no authority to act on behalf of Growth Engineers; (b) Growth Engineers does not, in any way, supervise, direct, or control the performance of the services by Providers; and (c) Growth Engineers is not a party to any contract you may enter into with Providers and will not have any liability or obligations whatsoever under any such contracts.

    7.5 Exclusivity

    For 12 (twelve) months after the end of any Project (the “Exclusivity Period”), you must only use the Platform to engage any Provider formerly provided by Growth Engineers and make all payments, directly or indirectly, to that Provider or arising out of your relationship with that Provider. Upon expiration of the Exclusivity Period, you are free to directly deal with the applicable Provider outside of the Platform and independently from this Agreement.

    7.6 Fees and Payments

    7.6.1 Our Fees

    The Platform is free to join, and there are no charges to post Projects. We charge Clients a fee for the services of connecting them with Providers once a Provider has been engaged (the “Project Fee”). This fee is equal to 15% of Client’s payments for each Project. The fee is exclusive of Value Added Tax, which, where applicable, shall be added to the fee at the prevailing rate.

    7.6.2 Payment Methods

    We function as the payment processor for fees you pay to Providers for services on the Platform. If you elect to pay by credit card, you authorize us to (a) run, or have run, credit card authorizations on all credit cards provided by you; (b) store your credit card details as your method of payment for services; and (c) charge your credit card (or any other form of payment authorized by Growth Engineers or mutually agreed to between you and Growth Engineers) in payment of any fees you incur on the Platform.

    7.6.3 Refund of a Project Fee

    If (1) a Client engages a Provider and terminates the engagement based on unsatisfactory performance within two weeks of the start date, or (2) a Provider voluntarily terminates his or her engagement within two weeks of the start date, (each, a “Termination Event”), Growth Engineers will fully refund to the Client the Project Fee related to the Provider who was the subject of the Termination Event if such Project Fee was paid by Client prior to the Termination Event.

    7.6.4 Not an Escrow Service

    Growth Engineers does not operate an escrow service. Growth Engineers does, however, allow for advance payments to be made with respect to a Project to Provider which will be retained in an account nominated as a trust account and remain pending until: (a) Client instructs Growth Engineers to pay Provider that performed services for the Client; or (b) Client and Provider have concluded the process of dispute resolution.

    7.6.5 Disintermediation

    You are required to make all payments relating to or in any way connected with a Project through the Platform. During the Exclusivity Period, you will not make complete or partial payments to Providers for services outside of the Platform, or otherwise circumvent our role as payment processor or the Platform’s payment methods, and any violation of the foregoing restrictions is a material breach of this Agreement. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) accept proposals from, receive services from, or make payments to any Providers except via the Platform; or (b) pay or report on the Platform a payment amount lower than that actually agreed between you and a Provider through the Platform. You will notify us immediately if a Provider contacts you or suggests making payments outside of the Platform within the Exclusivity Period. If you become aware of a breach or potential breach of this disintermediation policy, please report the issue to us by sending an email message to support@growthengineers.com.

    Should a Client be found in violation of this disintermediation policy, Client will owe Growth Engineers an amount with respect to each Service Contract equal to the greater of a) $10,000 or b) twice the applicable fees had the payments been processed through the Platform.

    7.6.6 Introduction Fee

    A Client may offer traditional employment to or otherwise contract with a Provider outside of the Platform during the Exclusivity Period, provided Client pays Growth Engineers a one-time fee of 15% of the annualized base salary, excluding any bonuses or other compensation, payable to the said Provider (“Introduction Fee”). Introduction Fee becomes payable upon executing an employment offer letter or a contract between Client and Provider, a copy of which must be provided to Growth Engineers. In the event the Provider terminates employment with you, whether voluntarily or involuntarily, within thirty (30 days) of employment, Growth Engineers will fully refund the Introduction Fee.

    All introductions are confidential and personal to the Client. Any communication by the Client to a third party which results in the engagement of the Provider by such third party outside of the Platform within the Exclusivity Period will render the Client liable to pay Growth Engineers the Introduction Fee.

    7.6.7 Non-Payment

    If Client fails to pay amounts due under this Agreement, whether by cancelling Client’s credit card, initiating an improper chargeback, or any other means, Client’s account on the Platform will be suspended, no additional payments will be processed, and any work in progress will be stopped. Without limiting other available remedies, Client must reimburse Growth Engineers for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest on the overdue amount at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, Growth Engineers may set off amounts due against other amounts received from or held for the Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

    8. CONFIDENTIALITY

    As a Client, you agree not to disclose or to attempt to use or personally benefit from (financially or otherwise) any nonpublic or proprietary information of Growth Engineers or its Providers (“Restricted Information”) that is disclosed to or known by you because of your activities on the Platform until such time as the Restricted Information has become publicly available through no action of your own, except (a) to the extent required by law, a court of competent jurisdiction or any governmental or regulatory authority; or (b) as expressly permitted by Growth Engineers or a Provider for the purpose of facilitating a particular Project. Upon request by Growth Engineers or the applicable Provider, you agree to return or destroy all Restricted Information in your possession.

    9. WARRANTY DISCLAIMER

    WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE SERVICES, WORK PRODUCT, PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT.

    10. LIMITATION OF LIABILITY

    NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. OUR LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO GROWTH ENGINEERS DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

    WE SHALL NOT BE LIABLE FOR ANY DEFAULT ARISING DUE TO ANY ACT OF GOD, WAR, TERRORIST ACTION, STRIKE, LOCKOUT, INDUSTRIAL ACTION, FIRE, FLOOD, DROUGHT, TEMPEST OR ANY OTHER EVENT BEYOND OUR REASONABLE CONTROL.

    11. INDEMNIFICATION

    You agree to indemnify and hold harmless Growth Engineers and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the Platform; (b) your Content; and (c) your violation of this Agreement.

    12. TERMINATION

    12.1 Term

    The Agreement will remain in effect until terminated in accordance with Section 12.2 below.

    12.2 Termination

    You have the right to cancel your account at any time upon notice to Growth Engineers, and Growth Engineers has the unlimited right to terminate or limit your account and/or access to the Platform at any time and for any reason, including, without limitation, for violation of this Agreement.

    12.3 Effects of Termination

    Termination will not relieve Client of the requirement to pay for services which you have received prior to the effective date of the termination. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period.

    Termination of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

    12.4 Survival

    Sections 7.2, 7.5.1, 7.5.3, 7.6.5, 8, 9, 10, 11, 12.4, 13, and 14 of this Agreement will survive any termination thereof.

    13. DISPUTE RESOLUTION

    13.1 Informal Process First

    You agree that in the event of any dispute between you and Growth Engineers, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration.

    13.2 Binding Arbitration

    Any dispute or claim that remains unresolved after the informal dispute resolution is subject to final resolution in the London Court of International Arbitration.

    14. GENERAL

    14.1 Entire Agreement

    This Agreement set forth the entire agreement and understanding of the parties relating to its subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

    14.2 Assignability

    You may not assign this Agreement or any of your rights or obligations hereunder without our prior written consent. We may freely assign this Agreement. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

    14.3 Enforcement of the Terms

    We have the right, but not the obligation, to suspend or cancel your access to the Platform if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Growth Engineers’ other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Platform; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, Providers or for us. Once suspended or terminated, you may not continue to use the Platform under a different account or reregister under a new account. If you attempt to use the Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the Platform, including data, messages, files and other material you keep on it.

    14.4 Governing Law and Jurisdiction

    This Agreement will be governed by and construed in accordance with the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the courts of England and Wales.

    14.5 No Partnership or Agency

    Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

    14.6 Notices; Consent to Electronic Notice

    You consent to the use of electronic means to deliver any notices pursuant to this Agreement. Notices will be given: (a) by Growth Engineers via email (in each case to the email address that you provide when registering your account); (b) a reasonably prominent posting on the Platform; or (c) by you via email to support@growthengineers.com.

    14.7 No Waiver

    Our failure to enforce at any time or for any period any one of more of this Agreement will not be deemed to be a waiver of them or of the right at any time subsequently to enforce any of this Agreement nor will our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

    14.8 Severability

    If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.