Terms of Service
Affective date December, 2024
The following terms and conditions (the “Agreement”) govern all use of the www.letsgrowtoscale.com website, all and any of subdomains owned by that domain (the “Site”), and unless otherwise subject to a separate written agreement with Grow To Scale Inc. and MRE Management Ltd. o/a Grow To Scale (“Grow To Scale”, "we," "us," or "our"), will also govern use of the products, services, courses and ecommerce store available on the Site (taken together with the Site, the “Service”). For the purposes of this Agreement, a “Project” refers to any business strategy session, workshop, development of materials, AI training, or any other related services provided by Grow To Scale. Each Project is subject to a separate agreement, statement of work, or proposal, which outlines the specific scope, deliverables, and responsibilities associated with that engagement.
THE SERVICE IS OWNED AND OPERATED BY GROW TO SCALE. BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU DO NOT AGREE, DO NOT BUY, REGISTER, USE OR ACCESS THE SERVICE.
THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GROW TO SCALE, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. (5) BY ENTERING INTO THIS AGREEMENT YOU DO NOT IN BREACH OF ANOTHER AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND NOT BY THESE TERMS.
ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, AND DATA PROCESSING AGREEMENT (WHEREVER APPLICABLE) (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND GROW TO SCALE. AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES ALL OTHER INTERACTIONS WITH GROW TO SCALE RELATED TO THE PLATFORM.
Grow To Scale reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform or Services following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.
Grow To Scale is only providing the Platform for your business use without any promise of exclusivity. Grow To Scale is not responsible for any interactions between you and your customers, other than providing access to the Platform or Services. Grow To Scale is in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with your customers, including their reliance upon any information or content you provide.
1. PROHIBITED ACTIVITIES
When using our services, you agree to comply with all applicable laws, regulations, and ethical standards, including but not limited to data privacy, anti-spam (e.g., CASL, CAN-SPAM Act), consumer protection, and anti-discrimination laws. You further agree not to engage in any activities that could harm, disrupt, or misuse our services, systems, or reputation. Prohibited activities include but are not limited to the following:
· Using the services to violate any local, state, national, or international laws or regulations.
· Facilitating or participating in any illegal activities, including but not limited to fraud, theft, or money laundering.
· Collecting, processing, or storing personal data without proper consent or in violation of privacy laws such as GDPR, CCPA, or similar regulations.
· Sharing, uploading, or transmitting sensitive data without appropriate safeguards or permissions.
· Sending bulk unsolicited messages (spam) in violation of anti-spam laws, including CASL or the CAN-SPAM Act.
· Misusing the services to create misleading, fraudulent, or deceptive messages.
· Using the services to deceive, mislead, or harm consumers, including through false advertising or unfair business practices.
· Engaging in activities that promote or result in discrimination, harassment, or harm based on race, ethnicity, gender, religion, age, disability, or any other protected characteristic.
· Using the services to distribute hateful, abusive, or offensive content.
· Attempting to access, interfere with, or disrupt the services, systems, or data without authorization.
· Uploading or transmitting harmful code, malware, viruses, or any similar technology that could compromise the integrity of our services or systems.
· Circumventing any security or authentication measures.
· Probing, scanning, or testing the vulnerability of the services or any connected network without authorization.
· Breaching or attempting to breach the security or authentication measures of the services, systems, or connected networks.
· Taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the services or Grow To Scale’s systems.
· Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code or underlying algorithms of any part of the services, except to the extent restrictions on reverse engineering are prohibited by applicable law.
· Modifying, creating derivative works of, or attempting to alter any part of the services without express written consent.
· Using any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any part of the services or content.
· Circumventing the navigational structure or presentation of the services to obtain unauthorized access to materials, documents, or information.
· Using the services to infringe on the intellectual property rights of others, including copyrights, trademarks, patents, or trade secrets.
· Distributing unauthorized copies of content, software, or proprietary materials.
· Uploading, sharing, or storing content that is illegal, defamatory, obscene, violent, pornographic, or otherwise inappropriate.
· Using the services to promote illegal activities or encourage harm.
· Misusing third-party tools, APIs, or integrations provided through our services in a way that violates their terms of service or applicable laws.
· Reselling, sublicensing, or sharing access to the services without our express written permission.
· Allowing unauthorized parties to use or access the services.
· Using the services in a way that exceeds the agreed-upon scope, including bypassing usage limits, data quotas, or other contractual restrictions.
· Using any device, software, or routine to interfere or attempt to interfere with the proper functioning of the services, any transaction being conducted, or any other person’s use of the services.
· Taking any action that could disrupt or harm the services, systems, or the experience of other users.
· Engaging in any activities intended to deceive, misrepresent, or manipulate information to gain unauthorized access or benefits.
· Harassing, mistreating, or otherwise violating the rights of other users of our services or systems.
· Acting in a way that is fraudulent, offensive, or otherwise inappropriate.
2. THIRD PARTIES
Grow to Scale may recommend third party software or other products and services for Client consideration. Grow to Scale makes no representation or warranty regarding products and services that are purchased from third party service providers, suppliers, software companies. The Client's use of any such products and services is governed by the terms of your agreement with the provider of those products and services.
Our services may include integrations with, or reliance upon, third-party tools and platforms, including but not limited to HighLevel, Twilio, LeadConnect, and other service providers. While these tools enhance the functionality of our services, they operate independently, and Grow To Scale does not control or manage their technical infrastructure, performance, or compliance measures.
2.1 No Liability for Third-Party Tools
Grow To Scale expressly disclaims any responsibility or liability for:
· Disruptions, errors, or delays caused by third-party tools or platforms.
· Security breaches, data losses, or non-compliance arising from the use or failure of third-party services.
· Changes or discontinuation of third-party tools that impact the functionality of the services.
Clients acknowledge that the availability, performance, and compliance of third-party tools are beyond Grow To Scale’s control.
2.2 Client Responsibility for Third-Party Terms
By using our services, you agree to comply with the terms and conditions of any third-party providers integrated into our platform. This includes, but is not limited to:
· HighLevel: Clients must adhere to the HighLevel Terms of Service and Highlevel Security and Compliance Overview.
· Twilio: Clients using features reliant on Twilio’s services must comply with Twilio’s Terms of Service and policies.
· LeadConnect: Clients using features reliant on LeadConnect services through our platform are subject to LeadConnect’s Terms of Service found at LeadConnect Terms and LC - Phone Messaging Policy
· Any other third-party tools or platforms used within the scope of our services.
Clients are encouraged to review and understand the terms, privacy policies, and compliance requirements of these third-party providers before using their services.
2.3 Changes to Third-Party Tools
Grow To Scale reserves the right to modify, replace, or discontinue the use of specific third-party tools or integrations at its discretion. In the event such changes impact your use of the Services, we will make reasonable efforts to notify you and provide alternative solutions where feasible.
2.4 Acknowledgment of Risks
By using our Services, clients acknowledge and accept the inherent risks associated with third-party tools, including potential service disruptions, data breaches, or compliance issues. Grow To Scale assumes no liability for any damages or losses incurred due to the use of third-party tools or platforms.
2.5 Third Party Pricing
To locate LC Phone system pricing details, please review the following:
· For Phone Registration Pricing, see A2P 10DLC Service Pricing and Fees
3. DATA PRIVACY AND SECURITY RESPONSIBILITIES
Grow To Scale is committed to maintaining the privacy and security of the data processed through our services. While we provide our services using a white-labeled platform powered by HighLevel, the implementation and maintenance of technical and organizational security measures necessary to ensure compliance with data privacy laws and regulations are the responsibility of HighLevel.
3.1 HighLevel’s Role in Security and Compliance
HighLevel manages the technical infrastructure, security, and compliance measures for the platform used to deliver our services. These measures include, but are not limited to:
· Encryption of data at rest and in transit.
· Secure data storage and access controls.
· Regular audits and updates to ensure compliance with applicable privacy laws, such as GDPR, CCPA, and similar regulations.
For further details, clients are encouraged to review HighLevel’s Terms of Service and Highlevel Security and Compliance Overview, which outline the platform's policies and safeguards.
3.2 Client Responsibilities
Clients are solely responsible for ensuring their use of the services complies with applicable laws, ethical standards, and their internal policies. This includes, but is not limited to:
Lawful Data Collection: Collecting and processing data in compliance with applicable laws and obtaining all necessary consents for data usage, including for marketing or communication purposes.
Data Accuracy and Integrity: Ensuring the accuracy, completeness, and appropriateness of data uploaded to or processed through the services.
Data Security: Implementing internal safeguards to prevent unauthorized access to their accounts, including securing login credentials, managing user permissions, and regularly monitoring activity.
Compliance with Anti-Spam and Privacy Laws:
· Using the services in compliance with laws such as the GDPR, CCPA, CASL, and CAN-SPAM Act.
· Ensuring that all email and SMS campaigns follow applicable anti-spam laws and include necessary opt-out mechanisms.
3.3 Unauthorized Access and Misuse
Clients are responsible for any unauthorized access to their accounts resulting from their failure to maintain proper safeguards, such as sharing login credentials or failing to implement access restrictions. Grow To Scale is not liable for damages resulting from such unauthorized access or misuse.
3.4 Limitation of Liability for Security Breaches
Grow To Scale expressly disclaims liability for any data breaches, compliance failures, or security incidents arising from or related to HighLevel’s platform or technical infrastructure. These incidents are governed by HighLevel’s policies and terms.
3.5 Notification of Incidents
In the event of a data breach or security incident that affects the services, Grow To Scale will notify clients as soon as reasonably possible after receiving information from HighLevel or discovering the issue. Grow To Scale will work with HighLevel to address the issue and minimize any potential impact.ms.
3.6 Acknowledgment of Shared Responsibility
Clients acknowledge that ensuring data privacy and security is a shared responsibility between Grow To Scale, HighLevel, and the client. While HighLevel provides the technical infrastructure and compliance measures, clients are responsible for lawful and secure usage of the services.
4. SERVICES MODIFICATION
We reserve the right to modify, update, or discontinue any aspect of the Services at our discretion. Modifications may include but are not limited to enhancements or improvements to existing features, changes in service availability or functionality, updates to comply with legal or regulatory requirements, and phasing out, retiring, or permanently discontinuing certain features or services.
Clients will be notified of any significant changes to the Services via email at least 30 days before such modifications take effect.
Minor updates or routine enhancements that do not materially impact Services functionality may be implemented without prior notice.
If a modification renders certain features unavailable, we will make reasonable efforts to provide alternatives or assist clients in transitioning to new solutions.
5. SUPPORT AND MAINTENANCE
We are committed to providing reliable and responsive support for our Services. Clients reach out to our support by submitting a ticket https://automated.letsgrowtoscale.com/technical-support
5.1 Service Level Agreement (SLA)
We aim to respond to all support inquiries within the following timeframes:
· Standard Support: Responses within 1-2 business days.
· Priority Support (for premium packages): Responses within 4-8 business hours.
Response times may vary depending on the complexity of the issue or during periods of high demand.
5.2 Scope of Support
Support services cover assistance with setting up and configuring the Services, troubleshooting technical issues and performance concerns and guidance on how to use features and functionality effectively.
5.3 Exclusions
Support does not include custom development or modifications beyond the scope of the purchased package and Issues caused by third-party integrations or systems outside our control.
5.4 Service Updates
To ensure optimal performance and reliability, we or the platforms we use to deliver our Services periodically release updates to the Services, which may include bug fixes and performance enhancements, new features or improvements to existing functionality and updates to comply with legal or regulatory changes.
Clients will be notified of significant updates or changes via email or announcements on our platform. Routine updates that do not affect core functionality may be implemented without prior notice.
Clients are responsible for ensuring that their systems and devices meet the technical requirements to accommodate updates to the Services. Any delays or disruptions caused by the Client’s failure to implement required updates will not be covered under our support obligations.
6. REGISTRATION
As a condition to using certain products and services of the Service, User may be required to register with Grow To Scale and select a password and User name (“Grow To Scale User ID”). User shall provide Grow To Scale with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. User may not (i) select or use as a Grow To Scale User ID a name of another person with the intent to impersonate that person; or (ii) use as a Grow To Scale User ID a name subject to any rights of a person other than User without appropriate authorization. Grow To Scale reserves the right to refuse registration of, or cancel a Grow To Scale User ID in its discretion. User shall be responsible for maintaining the confidentiality of User’s Grow To Scale password and other account information.
7. PAYMENT
By providing us with your payment information, you authorize us to charge the amount due to this payment instrument for any and all Service Fees balanced owed and agree to keep this information current with Grow To Scale.
If any payment is insufficient or declined for any reason, you will receive an automatic seven (7) calendar day grace period (“Grace Period”) to pay the outstanding balance owed. If the outstanding balance is not paid before the Grace Period ends, your Service will be cancelled, without liability on the part of Grow To Scale, and the matter will be referred to a third-party collection service to recover the outstanding amounts owed by you.
If we believe your payment has violated any law or these Terms Of Service, we reserve the right to cancel or reverse your transaction.
We reserve the right to modify, reject or cancel your Service/Subscription, whenever it becomes necessary. If we cancel your Service/Subscription and have already processed your payment, we will give you a refund equal to the amount you paid. You agree that it is your responsibility to monitor your payment instrument to verify receipt of any refunds.
8. CANCELLATION POLICY
8.1 Subscriptions
Your subscription automatically renews and you will be automatically billed until we receive notification from you requesting to cancel the subscription.
To cancel your subscription, please email us a subscription cancellation request 7 days before the next billing to email [email protected]
In adherence to our subscription policy, should a cancellation request be received after the second day following the billing cycle, the subscription will be terminated effective from the commencement of the subsequent month.
8.2 Courses and Education Products
No refunds on courses and educational products.
8.3 Coaching and Business Strategy Services
You can cancel One Time Strategy Session or Workshop service within 72 hours from your purchase time, unless the Service has been delivered.
8.4 Group Coaching
When buying the group package, it's your responsibility to assemble the group you feel comfortable with and want to work with in the group setting (unless we clearly indicate that you will be joining an existing group).
if you weren't able to assemble the minimal number of members as described in the purchased service for a group coaching, you can either upgrade to 1:1 coaching by paying the difference in price, or cancel for a full refund, minus applicable fees.
9. REFUND POLICY
We strive to deliver high-quality Services tailored to your business needs. However, we understand that circumstances may arise where a refund is requested. This refund policy outlines the terms and conditions under which refunds may be granted for our Services.
Refund requests must be submitted within seven (7) calendar days of the purchase date.
Refunds will only be considered under the following circumstances:
· The client experiences significant technical issues or Services malfunctions that remain unresolved after reasonable troubleshooting efforts.
· The Services provided do not align with the description outlined in the Service Agreement or package details.
Refunds will not be granted in the following scenarios:
· Dissatisfaction due to misunderstanding of Services capabilities or limitations explicitly disclosed before purchase.
· Issues caused by third-party integrations, tools, or systems outside our control.
· Non-compliance with the Terms Of Service or misuse of the Services.
Non Refundable - Custom development, consulting, setup, or onboarding fees, are non-refundable.
9.1 Refund Process
· Client may submit a refund request via email to [email protected] with the following details:
o Name and contact information.
o Order number.
o Reason for the refund request, including evidence of any technical issues or service malfunctions.
· Refund requests will be reviewed within 7 business days.
· Approved refunds will be processed within 10 business days after approval.
· Refunds will be issued to the original payment method used at the time of purchase.
9.2 Refunds for Subscriptions
· Refund for Monthly Subscription Time:
Provided the request meets the conditions outlined in “Eligibility for Refunds” section:
o If the Client cancels a monthly subscription within 72 hours of the last payment, a full refund for that month will be issued.
o If the Client cancels a monthly subscription after 72 hours of the last payment has passed, prorated refund may be issued for any unused portion of the subscription.
· Refund for Annual Subscription:
Annual subscriptions are non-refundable. However, you may cancel your subscription at any time to prevent automatic renewal for the next subscription period.
9.3 No Refund for Pay-as-You-Go Services
Services billed on a pay-as-you-go basis, such as phone usage, SMS usage, usage-based AI outputs or transactional services, are non-refundable once the service has been consumed.
9.4 Disputes and Chargebacks
Clients are encouraged to contact us directly to resolve any issues before initiating a chargeback with their payment provider. Chargebacks may delay or invalidate the refund process.
10. TERMINATION
We reserve the right to terminate a client’s access to the Services under the following conditions:
· Breach of Agreement: If the client violates any terms of this agreement, including misuse of the Services or non-payment.
· Prohibited Activities: If the client engages in activities listed in the “Prohibited Activities” section.
· Legal or Regulatory Requirements: If required to comply with applicable laws, regulations, or governmental orders.
Except in cases of immediate risk or breach, we will provide clients with at least 7 days' written notice before terminating access to the Services. For immediate termination due to breach or legal reasons, no advance notice may be provided.
Upon Termination, the Client must immediately cease using the Services and all outstanding payments for Services rendered prior to termination must be settled within 30 days.
Temporary Suspension: We may suspend access to the Service temporarily for reasons such as maintenance, technical issues, or suspected misuse. Suspension does not constitute termination, and services will resume once the issue is resolved. The subscription will not be suspended and the Client is responsible for continue payments on time, unless Grow To Scale agrees otherwise in writing.
11. INTELLECTUAL PROPERTY, OWNERSHIP, LICENSING & USE
11.1 Client Owned
The Client guarantees that it owns all rights, title, and interest, or has the right to permit use of all Client Content provided to the Grow To Scale for use in the Project. The Client further guarantees that Client Content does not infringe the rights of any third party, and use of the Client Content in connection with the Project does not and will not violate the rights of any third parties. The Client shall comply with the terms and conditions of any licensing agreements that govern the use of Client Content not created by Client, and will disclose those terms and conditions to Grow To Scale at the time any licensed Client Content is provided to Grow To Scale. The Client shall indemnify and hold Grow To Scale harmless from any claims, damages, liabilities, or expenses arising out of any breach of this warranty.
11.2 Grow To Scale Owned
As a result of the Project or Services, Grow To Scale may create "Work Products," including but not limited to training materials, documents, processes, procedures, sales materials, marketing materials, AI training models, workflows, communication and follow-up sequences, forms, landing pages, and websites.
The Client has the right to use the Work Products for the purposes outlined in the Service. The Client has no right to directly or indirectly license, sell, or package the Work Products in any way to profit from them outside of their intended use unless prior written authorization, signed by Grow To Scale, is obtained. All Work Products created by Grow To Scale are created for internal and operational use by the Client.
Grow To Scale retains ownership of all Work Products and reserves the right to reuse, adapt, or incorporate any Work Products, in whole or in part, into future projects, products, or services for other clients or internal use, provided such reuse does not violate the Confidentiality clause.
Any ideas or deliverables rejected by the Client remain the sole property of Grow To Scale and may be reused, modified, or repurposed for other projects or services.
Upon completion of the Project or Services, and expressly subject to full payment of all fees, costs, and expenses due, Grow To Scale assigns to the Client all rights, title, and interest, including without limitation copyright and other intellectual property rights, in and to the Final Deliverables. “Final Deliverables” means the final versions of Work Products provided by Grow To Scale and approved by the Client.
Client’s use of preliminary work or Final Deliverables other than that expressly authorized in this Agreement or by a separate written assignment is not permitted (“Unauthorized Use”). Client agrees to pay liquidated damages of no less than five (5) times the total Service fee included in, but not limited to, this Agreement in the event of Client’s Unauthorized Use, in addition to any legal or equitable remedies Grow To Scale may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for Unauthorized Use.
Grow To Scale retains all copyright interests in and to all rejected deliverables prepared during the Services development and deployment. Further, Grow To Scale shall have a perpetual, fully paid-up license to use any Work Products, including Final Deliverables, for its portfolio (including, but not limited to, any website that displays its works), marketing materials, social media, educational purposes, design contests, publications, or other media. Proprietary and confidential deliverables may be referenced by Grow To Scale but will not be reproduced, distributed, or otherwise shared in violation of the Confidentiality clause.
Grow To Scale maintains that all Work Products created for the Client are, to the very best of their knowledge, original or in full compliance with any applicable agreements for reuse.
12. CONTENT
User agrees that all content and materials (collectively, “Content”) delivered via the Service or otherwise made available by Grow To Scale at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Grow To Scale in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Reproducing, copying or distributing any content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Grow To Scale.
Users may be able to post photos, videos and public comments on our site. User will not post content or take any action on Site that infringes or violates someone else’s rights or otherwise violates the law. We can remove any content or information you post on Site if we believe that it violates this Statement or our policies.
You are solely responsible for your account and the security and privacy of your account, including passwords or sensitive information attached to that account and that all personal information you provided us through your account is up to date, accurate, and truthful and that you will update your personal information if it changes.
We reserve the right to suspend or terminate your account if you are using our Site illegally or if you violate these Terms and Conditions.
13. COPYRIGHT
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Grow To Scale or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Grow To Scale and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of Grow To Scale or its software suppliers and protected by United States and international copyright laws.
If you believe in good faith that materials hosted by Grow To Scale infringe your copyright, you, or your agent may send to Grow To Scale a notice requesting that the material be removed or access to it be blocked.
Grow To Scale’s Copyright Agent for notice shall be [email protected]
14. COMPLIANCE AND RESPONSIBILITY
Grow To Scale provides its Services through a variety of tools and platforms, including but not limited to white-labeled platforms powered by third-party providers such as HighLevel. These providers are responsible for implementing and maintaining the technical and organizational measures necessary to ensure compliance with applicable data protection laws, industry standards, and regulatory requirements (e.g., GDPR, CCPA, PIPEDA). For further details regarding platform-level compliance and liability, clients are directed to review the Highlevel Security and Compliance Overview section and HighLevel’s terms and policies.
14.1 Client Responsibilities
Clients are solely responsible for ensuring their use of the Services complies with all applicable laws, regulations, and ethical standards. This includes, but is not limited to:
· Data Collection and Input: Ensuring that all data uploaded, processed, or shared through the Services is collected lawfully, with all necessary consents, and does not violate privacy laws, intellectual property rights, or third-party agreements.
· Appropriate Use of Services: Using the Services and any generated content, tools, or outputs in a manner that complies with applicable laws and ethical standards, including but not limited to data privacy, anti-spam (e.g., CASL, CAN-SPAM Act), consumer protection, and anti-discrimination laws.
· Internal Safeguards: Implementing appropriate internal policies and safeguards, such as restricting unauthorized access, securing login credentials, and monitoring user activity.
· Third-Party Compliance: Ensuring that any integrations, tools, or platforms connected to the Services comply with relevant laws and regulations.
14.2 Limitation of Liability for Compliance Breaches
Grow To Scale expressly disclaims any liability arising from:
· The client’s failure to comply with applicable laws, regulations, or ethical standards when using the Services.
· Data inputs, outputs, or actions taken by the client, its employees, or end-users that result in breaches of privacy, intellectual property, or other legal obligations.
· Misuse of the Services, including failure to implement necessary safeguards or unauthorized access caused by the client’s negligence.
· Issues arising from third-party platforms, integrations, or tools used in connection with the Services.
15. LOSSES, DELAYS & DAMAGES
Grow To Scale shall not be liable for any loss of data, revenue, or profits resulting from interruptions or delays in service caused by factors outside its reasonable control, including but not limited to (1) third-party service provider failures, (2) cyber-attacks, (3) unforeseen technical issues, (4) acts of God, (5) war, including armed conflict, (6) severe weather, (7) health, economic, or other mass scale, newsworthy events sustaining a period of time impacting societal norms, (8) any other cause reasonably beyond the Grow To Scale's control (collectively referred to as "Occurrences"). While Grow To Scale will make all reasonable attempts to fulfill the work outlined in this agreement once the Occurrences are over, Grow To Scale is not required to fulfill the contractual obligations if the aforementioned occurrences create a delay in the ability to provide services for a time period extending beyond one year from the date on the signed agreement.
While Grow To Scale will make every effort to meet agreed-upon timelines, the Client acknowledges that certain delays may occur due to factors beyond Grow To Scale's control, such as server downtime, third-party integrations, or Client's failure to fulfill their obligations in a timely manner. In such cases, Grow To Scale shall not be liable for any penalties, fees, or damages resulting from such delays.
In the event that Grow To Scale is found to be responsible for damages arising from a breach of this Agreement, the Client agrees that Grow To Scale's liability shall not exceed the total amount paid by the client for the specific Service in the three (3) months immediately preceding the event giving rise to the claim. Under no circumstances shall Grow To Scale be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of business, revenue, or anticipated profits.
16. WARRANTIES
Grow To Scale is not engaged in the practice of law and does not provide legal advice or services. The information provided by Grow To Scale is for general informational purposes only and should not be construed as legal advice. Grow To Scale is not a licensed financial advisor and does not provide financial, investment, or tax advice. The information provided by Grow To Scale is for general informational purposes only and should not be considered financial, investment, or tax advice. Clients of Grow To Scale should consult with their own legal, financial, and tax advisors before making any decisions or taking any actions based on the information or recommendations provided by Grow To Scale. Grow To Scale makes no representations or warranties, express or implied, regarding the accuracy, completeness, or reliability of the information provided. By engaging the services of Grow To Scale, clients acknowledge and agree that they are responsible for their own decisions and actions, and that Grow To Scale shall not be liable for any damages or losses arising out of or in connection with the use of its services or reliance on its information or recommendations.
17. LIMITATION OF LIABILITY
IN NO EVENT SHALL Grow To Scale, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, SUBSIDIARY AND PARENT COMPANIES, AFFILIATES, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES PROVIDED: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS, OMISSIONS, INTERRUPTIONS, OR FAILURES IN PERFORMANCE, EVEN IF FORESEEABLE, UNAUTHORIZED ACCESS TO OR USE OF CLIENT DATA, ANY COMPLIANCE OR REGULATORY ISSUES RELATED TO THE PLATFORM OR THE USAGE OF THE PLATFORM BY THE CLIENT, ANY THIRD-PARTY CLAIMS RELATED TO NON-COMPLIANCE OR MISUSE; (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR DISRUPTIONS IMPACTING THE SERVICES (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (CAD) (PROVIDED THAT, IF THE CLIENT HAS PAID FEES TO GROW TO SCALE, SUCH AMOUNT WILL BE EQUAL TO THE FEES PAID BY THE CLIENT TO Grow To Scale DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES).
OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN ADDITION, GROW TO SCALE SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM A CLIENT'S INABILITY TO ACCESS OR OTHERWISE USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO TECHNICAL FAILURES, CYBERATTACKS, DATA PROCESSING ISSUES, TELECOMMUNICATIONS OR INTERNET PROBLEMS, OR THIRD-PARTY PLATFORM FAILURES). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IF YOU ARE DISSATISFIED WITH THE SERVICES, ANY MATERIALS, PRODUCTS, OR SUPPORT PROVIDED THROUGH THE SERVICES, OR WITH ANY OF THE TERMS AND CONDITIONS GOVERNING THEIR USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES AND PRODUCTS PROVIDED.
OUR SERVICES ARE CONTINUALLY UNDER DEVELOPMENT, AND GROW TO SCALE MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO THE ACCURACY, COMPLETENESS, OR SUITABILITY OF THE SERVICES FOR ANY PARTICULAR PURPOSE.
THE SERVICES AND INFORMATION PROVIDED ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. NEITHER GROW TO SCALE NOR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, OR AGENTS PROVIDE LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVICE. CLIENTS SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISORS REGARDING SPECIFIC LEGAL, FINANCIAL, OR OTHER MATTERS.
ANY CASE STUDIES, EXAMPLES, ILLUSTRATIONS, OR TESTIMONIALS ARE PROVIDED FOR DEMONSTRATIVE PURPOSES ONLY AND DO NOT GUARANTEE SIMILAR OUTCOMES. RESULTS MAY VARY SIGNIFICANTLY BASED ON INDIVIDUAL CIRCUMSTANCES, MARKET CONDITIONS, AND EFFORTS.
CLIENTS ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICES AND AGREE TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY PROVIDED MATERIALS OR ADVICE.
MONETARY AND OUTCOME RESULTS FROM USING THE SERVICES DEPEND ON MANY FACTORS, INCLUDING BUT NOT LIMITED TO CLIENT EFFORT, INDUSTRY CONDITIONS, AND IMPLEMENTATION OF RECOMMENDED STRATEGIES. Grow To Scale MAKES NO GUARANTEES REGARDING CLIENT SUCCESS OR RESULTS AND DISCLAIMS ANY LIABILITY FOR RELIANCE ON REPRESENTATIONS MADE THROUGH THE SERVICES.
18. INDEMNIFICATION
The Client agrees to fully indemnify and hold harmless Grow to Scale., its affiliates and their respective officers, directors, employees and agents from any liability, cost, loss of revenue, profits, other benefits or expense suffered or incurred by them as a result of any and all claims, demands, costs or adjustments against them arising out of this Agreement or their relations with Grow To Scale or third parties pursuant to this Agreement. Such indemnification is acknowledged and agreed to be on a Solicitor and own Client basis if involving any court process or proceeding.
The Client agrees to defend, indemnify, and hold Grow to Scale harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Services (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms by you, your employees, agents, or customers; (c) the wrongful use or possession of any Grow to Scale property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.
19. CONFIDENTIALITY
“Confidential Information” is information which relates to Client’s research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.
Grow To Scale hereby acknowledges that during the performance of the Project or delivery of the Services, we learn or receive Confidential Information. All Confidential information will be kept confidential, except to the extent that it must be divulged to our employees, associates, contractors or Agents in order for us to complete the Project and deliver the Services.
The Company has permission to reference general information from the Project or Services for marketing and business development purposes so long as no information is given that would reveal the identity or specific business of the Client unless the Client specifically agrees to it.
The Client agrees to allow Grow To Scale to include any work completed for the Client in case studies for public use. These case studies are intended to be shared at conferences, in blogs, in webinars, in paid products and/or in other educational or promotional ways. We agree to protect your private data at all times. Whenever possible, data will be anonymized, with the exception of the Client’s permission.
Nothing herein shall prevent Grow to Scale from disclosing confidential information to its accountant or lawyer or as may be required by law.
20. WAIVER AND SEVERABILITY
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Grow To Scale shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Grow To Scale’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Grow To Scale’s prior written consent. Grow To Scale may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba.
If at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will be affected by the removal and rest of these Terms and Conditions will still be considered valid.
21. GOVERNING LAW
This Agreement is made pursuant to the Laws of Manitoba. It shall be interpreted pursuant to the Laws of Manitoba and the tribunal for any adjudication related to this Agreement shall be the Court of King’s Bench, Winnipeg Centre.
22. ARBITRATION
Any unsettled dispute between the parties hereto shall be settled through binding arbitration (all decisions are final) in accordance with The Arbitration Act (Manitoba) by one (1) party providing notice to the other parties hereto of its intention to have the dispute settled by arbitration (the "Arbitration Notice"). Upon receipt of the Arbitration Notice, the parties shall collectively appoint a person to act as arbitrator and the said arbitration shall be held within one (1) month of the said appointment, subject to the Arbitrator’s availability. In the event that an arbitrator cannot be agreed upon within ten (10) days of the Arbitration Notice, each Party shall appoint an arbitrator with instructions to mutually agree upon a third arbitrator who shall be the sole arbitrator. The costs of this arbitration are to be paid by the losing party.
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