This Mutual Non-Disclosure Agreement (“AGREEMENT”) is entered into as of [05-06-2020] by and between GROW Labs, a company having its principal place of business at Laan van Kronenburg 14, 1183AS, Amstelveen, the Netherlands and [Party 2], a company having its principal place of business at [Address]. GROW Labs and [Party 2] may also be referred to herein, collectively, as the “PARTIES” and individually as a “PARTY” or OTHER PARTY”.
Each PARTY desires to disclose its Confidential Information (defined below) to the OTHER PARTY so that the PARTIES may evaluate whether there are opportunities for a closer co-operation in the areas of software design, software development and related consulting activities (such a closer co-operation hereinafter referred to as the “PROJECT).
In consideration of a PARTY receiving the Confidential Information of the OTHER PARTY, the PARTIES agree as follows:
1. Confidential Information
“CONFIDENTIAL INFORMATION” means all business, technical, proprietary, trade secret, and other information that a PARTY (and its affiliates, subsidiaries and related companies as well as parent companies) discloses in writing, orally, or in any other form, tangible or intangible, including, but not limited to, that which relates to processes, methodologies, data, knowledge, know-how, patents, patent applications, research, product plans, product developments, inventions, designs, formulae, markets, software (including source and object code), algorithms, information relating to the disclosing PARTY’S planned or existing computer systems and systems architecture, methods of processing and operational methods, business plans, customers, marketing, sales, financial information, and business strategies, of the disclosing PARTY.
“"DISCLOSING PARTY”" means, in relation to any item of CONFIDENTIAL INFORMATION, the party which discloses the relevant CONFIDENTIAL INFORMATION and “"RECEIVING PARTY"” means, in relation to any item of CONFIDENTIAL INFORMATION, the PARTY which receives the relevant CONFIDENTIAL Information.
2. Exceptions to Confidential Information
CONFIDENTIAL INFORMATION shall not include information that (a) is or becomes generally known to the public other than as a result of unauthorized disclosure by the receiving PARTY; (b) is known by the receiving PARTY prior to the time of disclosure by the disclosing PARTY as evidenced by contemporaneously dated written documents; (c) is received by the receiving PARTY from a third PARTY having the right to disclose such information without an obligation of confidence or non-disclosure; or (d) is independently developed by the receiving PARTY without use of the CONFIDENTIAL INFORMATION. The PARTY receiving CONFIDENTIAL INFORMATION from the OTHER PARTY shall bear the burden of establishing one of the foregoing exceptions.
3. Limited Use and Disclosure
A PARTY shall use the CONFIDENTIAL INFORMATION of the OTHER PARTY only for the purpose of evaluating the PROJECT. A PARTY may disclose such CONFIDENTIAL INFORMATION only to its directors, officers, employees or advisers who (a) need to know such information, (b) are directly involved with such evaluation and (c) are bound by law or contract to treat the CONFIDENTIAL INFORMATION confidential. A PARTY receiving CONFIDENTIAL INFORMATION in the form of computer software shall not copy, modify, translate, decompile, reverse engineer, disassemble, or perform a similar act on such computer software.
4. Disclosure Pursuant to Court Order
The receiving PARTY may disclose CONFIDENTIAL INFORMATION of the disclosing PARTY to the extent required by an order of a court of competent jurisdiction or applicable governmental, quasi-governmental, or regulatory body; provided, however, that the receiving PARTY, unless prohibited by law, regulation or court or regulatory order, (a) promptly notifies the disclosing PARTY upon its receipt of any paper that requests or demands disclosure of its CONFIDENTIAL INFORMATION; (b) opposes any request for disclosure, and that failing, seeks to have access and use limited by a protective order; and (c) provides the disclosing PARTY a reasonable opportunity to (i) contest and assist in opposing any requirement of disclosure of its CONFIDENTIAL INFORMATION, (ii) seek judicial protection against the disclosure, and (iii) have such required disclosure be made under a protective order.
5. Safeguards and Non-disclosure to Third PARTIES
The receiving PARTY shall use all reasonable efforts to keep the CONFIDENTIAL INFORMATION of the disclosing PARTY in confidence and to safeguard the CONFIDENTIAL INFORMATION. In so doing, each PARTY shall take at least the same precautions it would to safeguard its own similarly valued proprietary and CONFIDENTIAL INFORMATION, but shall not take less than commercially reasonable precautions. Except as permitted under this AGREEMENT, the receiving PARTY shall not disclose any portion of the disclosing PARTY’S CONFIDENTIAL INFORMATION to any third PARTY, unless the disclosing PARTY consents to such disclosure in writing. Any disclosure of any portion of the disclosing PARTY’S CONFIDENTIAL INFORMATION to any direct or indirect parent, subsidiary or affiliate is permitted, if the direct or indirect parent, subsidiary or affiliate submits itself to be bound by this AGREEMENT. The receiving PARTY agrees to be responsible for all use of CONFIDENTIAL INFORMATION by its directors, officers, employees or advisers. A PARTY shall immediately notify the OTHER PARTY upon receiving a request from a third PARTY to disclose CONFIDENTIAL INFORMATION of the disclosing PARTY and shall cooperate with the disclosing PARTY to protect the CONFIDENTIAL INFORMATION from disclosure.
6. Term and Termination
This AGREEMENT shall remain in effect until the earlier of expiration twelve (12) months from the date first written above, termination by another written AGREEMENT that specifically references this AGREEMENT, or the date that this AGREEMENT is superseded by another written AGREEMENT that specifically references this AGREEMENT. The rights and obligations of the PARTIES hereunder with respect to any CONFIDENTIAL INFORMATION disclosed or obtained prior to expiration or termination shall survive any such expiration or termination of this AGREEMENT for a period of two (2) years from the date first written above. In the case of expiration or Mutual Non-Disclosure Agreement between GROW Labs and [Party2] termination, each PARTY shall promptly return, destroy, and/or erase from computer memories all CONFIDENTIAL INFORMATION of the OTHER PARTY unless a PARTY is bound by the applicable laws to store and keep the CONFIDENTIAL INFORMATION and shall on demand promptly certify in writing its compliance with the foregoing.
7. No Rights Granted
Except as set forth in paragraph 3, this AGREEMENT does not transfer to the receiving PARTY any ownership, license, title, interest nor any other rights including, but not limited to, patent and copyright rights, in or to the CONFIDENTIAL INFORMATION of the disclosing PARTY.
8. Injunctive Relief
Each PARTY acknowledges that the CONFIDENTIAL INFORMATION of the OTHER PARTY is of a unique character and agrees that its actual or anticipated breach of this AGREEMENT will irreparably harm the OTHER PARTY, which harm cannot be adequately compensated with monetary damages. Therefore, in the event of a PARTY’S actual or anticipated breach, the OTHER PARTY shall be entitled to specific performance of this AGREEMENT and to an injunction or other equitable relief as may be deemed proper by a Court. The foregoing remedies shall be in addition to other remedies available to the non-breaching PARTY. The PARTIES acknowledge and agree that the covenants contained herein are necessary for the protection of legitimate business interests of each PARTY and are reasonable in scope and content.
A PARTY may not assign, license, or otherwise transfer its rights or obligations under this AGREEMENT to any third PARTY without the OTHER PARTY’S prior written consent. This AGREEMENT constitutes the entire AGREEMENT between the PARTIES with respect to its subject matter and merges all prior discussions and AGREEMENTS between them. This AGREEMENT may not be modified or amended except in writing executed by both PARTIES. If any provision of this AGREEMENT is found to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall survive.
10. Governing Law and Jurisdiction
This AGREEMENT shall be exclusively governed by and construed in accordance with the substantive laws of the Netherlands, excluding its conflict of laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.
Any dispute, controversy or claim arising under, out of or in relation to this AGREEMENT (or subsequent amendments thereof), in particular as to its existence, validity, interpretation, performance, breach or termination, including tort claims, shall be exclusively referred to and determined by the competent courts in Amsterdam, Netherlands.
Terms and Conditions
Thanks for your interest in GROWLabs.tech!
BEFORE WE START WORKING TOGETHER, WE WOULD LIKE TO SHARE SOME IMPORTANT STUFF. THESE TERMS & CONDITIONS APPLY TO ANY USE THAT YOU MAKE OF THE SERVICE AS DEFINED BELOW.
PLEASE READ THESE TERMS & CONDITIONS CAREFULLY as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions, a clause that governs the jurisdiction and venue of disputes, and obligations to comply with applicable laws and regulations. By accessing or using the site or service, you agree to comply with and be legally bound by the terms and conditions of these terms and conditions, whether or not you become a registered user of the service. These terms governs your access to and use of the site.
GROW Labs terms is an agreement between Leanitops B.V. (“GROW Labs, hereinafter referred to as “GROW Labs”, “We”, “Us” or “Our”), and the User.
LAST MODIFIED: SEPTEMBER 2019
The following terms are capitalised in these Terms & Conditions of Use in both the singular and the plural. These terms have the following meanings:
LEANITOPS: Besloten Vennootschap known as ‘GROW Labs’, which has its offices at Laan van Kronenburg 14, 1183 AS Amstelveen, and is entered in the register of the Chamber of Commerce under number 62982974.
Content: all information, data or files which are made available by Users through the Platform, including but not limited to the profile, pages and reactions.
Database: the collection(s) of data built by GROW Labs and containing Profiles and other Content.
Service: the service provided by GROW Labs to the User. It refers to the Platform and to any other services or products offered by GROW Labs on or through the website.
User: a person who has made a Profile and uses the Service. “You” or “Your” refer to the person, company or organization that has visited or is using the Website. A User may be an Agency, a Project Owner, or neither.
Terms & Conditions: these terms and conditions of use.
Login Data: the username and password of the User with which he/she can access his/her Profile and use the Service.
Intellectual Property Rights: all intellectual property rights and related rights such as copyright, trademark rights, database rights and neighbouring rights as well as rights to know-how and equivalent performances.
Party: a party (the User and/or GROW Labs) to these Terms & Conditions.
Platform: the platform of GROW Labs which is accessible via the Website, connects Development Agencies with Clients and their Projects through a selection process.
Development Agencies: Registered service providers / suppliers (“Agencies” or “Partners”) who may apply to posted projects, communicate with Project Owners through the Services.
Agency Profile: the Agency’s Site page that may be consulted by Project Owner when the Agency applied for A Posted Project.
Effective Date: The date of acceptance of this Agreement.
Fixed-Price: A fixed fee agreed between a Project Owner and an Agency, prior to the commencement of a Project, for the completion of all Services requested by Project Owner for such Project.
Fixed-Price Project: a project for which Project Owner is charged a fixed-price.
Hourly Project: a project for which Project Owner is charged an hourly price.
Privacy Statement: GROW Labs’s privacy statement which can be consulted at GROWLabs.tech.
Profile: a description of a User posted by him/her on the Website, including his/her personal data and a profile picture.
Project: a particular project or set of ongoing tasks for which a Project Owner has requested Services to be performed by an Agency and the Agency has agreed on the GROW Labs Platform.
Project Owner or Client: the company that have posted Projects on GROW Labs and users who purchase services on GROW Labs.
Request for Proposal: this is the information (“RFP” or “Project”) provided by the Clients when Posting a Project, that may transferred by GROW Labs to Agencies, in order for them to apply for a Project.
Website: the website of GROW Labs which can be accessed through growlabs.tech and all underlying pages and all content, services, and products available at or through the Website.
2. ACCEPTING THE TERMS & CONDITIONS
You acknowledge and agree that, by accessing or using the Services or by downloading or posting any content form or on the Site, You are indicating that You have read, and that You understand and agree to be bound by the terms and conditions of these Term and Conditions.
GROW Labs may make modifications to the Services, and add, modify and/or delete features of the Services (“Changes”), without notice to You.
If GROW Labs makes Changes to this Agreement, We will either post the modification on the Site or via the Application or otherwise provide You with notice of the modification. We will also update the “Last Updated” date at the top of these Terms.
Your continued use of the Services after any such Changes to the Services constitutes Your acceptance of these Changes and of the modified Terms.
If the modified Agreement is not acceptable to You, your only recourse is to cease using the Services.
To the extent that there are any conflicts between the terms and conditions of this Agreement and the Site, the terms and conditions of this Agreement will govern.
3. THE PLATFORM
GROW Labs has created a Platform to connect Project Owners or Clients and Agencies using the Platform.
The Platform enables both Project Owners and Agencies to buy and sell Services online. The Platform only acts as a tool for Project Owners to explore and get in touch with Agencies matching their Project. Additional to this, GROW Labs makes technology available for Project Owners and Agencies to meet online and arrange directly with each other to make the Agencies working or not on the posted Projects. GROW Labs uses features to improve the quality of Services delivered by Agencies to Project Owners and to improve quality of posted projects by project owners.
Project Owners post projects and invite Agencies to apply. Agencies apply to projects. If a Project Owner accepts a Agency’s project application, a contract (the “Service Contract”) is formed directly between such Project Owner and Agency. GROW Labs collects payment from the Project Owner on behalf of the Agencies. GROW Labs charges Agencies a fee for the use of the Platform and the services it provides (the “Fees”). This fee is equal to 20% of Project Owners’ total payments, unless GROW Labs advises the Project Owner and Agencies in advance as to a different fee. It is calculated by taking the Agency’s total take-home amount and dividing by 0.80.
GROW Labs uses a third-party payment processor (the “Payment Processor”) to link credit card accounts to the Platform. The processing of payments or credits, as applicable, in connection with your use of the Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. GROW Labs uses a third-party Escrow solution (“Escrow”) to provide escrow services to Users of the Platform only. GROW labs provides these escrow services solely to deliver, hold, or receive payment for projects and other services engaged through, and to pay fees including service and payment processing and administration fees to, Agencies and GROW Labs. GROW Labs is not responsible for any errors by the Payment Processor and/or Escrow. GROW Labs cannot and does not control the content contained in any Project or any Agency Profile.
Users will comply with all applicable laws, including without limitation, commercial laws, privacy laws, intellectual property laws, anti-spam laws, export control laws, taw laws and regulatory requirements.
Project Owners will use the Services on a professional manner, including without limitation, answering quikly the messages received from the Agencies, maintaining a consistent and high level of courtesy, respect and toward Agencies, GROW Labs and any other User.
Project Owners irrevocably understand and agree not to post Project for direct or indirect commercial or employment purposes.
4. GETTING STARTED4.1 ELIGIBILITY
To be eligible to use the Services, and to create an Account, You must meet the following criteria and represent and warrant by completing the registration process, and/or using the Services that You:
(i) agree to the Terms and Conditions;
(ii) are a human; Accounts registered by "bots" or other automated methods are not permitted;
(iii) are at least 18 years of age;
(iv) are not currently restricted from the Site or Service, and are not otherwise prohibited from having an Account;
(v) will only maintain one Account at any given time;
(vi) have full power, authority and legal capacity to enter into these Terms and Conditions and doing so will not violate any other agreement to which You are bound;
(vii) You must provide Your legal full name, a valid email address, and any other information requested in order to complete the signup process;
(viii) will not violate any rights of GROW Labs, including IP Rights such as copyright and trademark rights; and
(ix) agree to provide at Your cost all equipment, software and internet access necessary to use the Site or Service.
GROW labs expects a consistent and high level of courtesy, respect and professionalism from all of its Users, Project Owners and Agencies toward each other. Users, Project Owners and Agencies agree to use good judgment when posting information, comments, or other content regarding other Users, Project Owners and Agencies, GROW Labs or any third party anywhere within the GROW Labs Platform. Users, Project Owners and Agencies may be held legally responsible for damages suffered by other Users, Project Owners and Agencies, GROW Labs or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the GROW Labs Platform.
comply with all applicable laws, including without limitation, commercial laws, privacy laws, intellectual property laws, anti-spam laws, export control laws, taw laws and regulatory requirements;
provide true, accurate, current, and complete information about yourself to GROW Labs and keep it update;
use their real name on their profile;
use the Services in a professional manner ;
apply a consistent and high level of courtesy, respect with GROW Labs, other Agencies, Project Owners or Users;
use good judgement when posting information, comments or other content regarding GROW Labs or Users.
Users will not among others:
act dishonestly or unprofessionally;
add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the "title" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by GROW Labs;
create of false identity on GROW Labs; misrepresent its current or previous positions and qualifications;
misrepresent its affiliations with a person or entity, past or present; misrepresent its identity;
create an Account for anyone other than yourself (a real person);
use or attempt to use another's account;
harass, abuse or harm another person;
send spam or other unwelcomed communications to others;
scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);
act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;
disclose information that You do not have the right to disclose (such as confidential information of others (including your employer)) violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;
violate the intellectual property or other rights of GROW Labs, including, without limitation, using the word "GROW Labs" or our logos in any business name, email, or URL;
use GROW Labs invitations to send messages to people who don't know you or who are unlikely to recognize you as a known contact;
post any unsolicited or unauthorized advertising, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation unauthorized by GROW Labs;
send messages to distribution lists, newsgroup aliases, or group aliases;
post anything that contains software viruses, worms, or any other harmful code;
manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services;
creating or operate a pyramid scheme, fraud or other similar practice;
copy or use the information, content or data of others available on the Services (except as expressly authorized);
copy or use the information, content or data on GROW Labs in connection with a competitive service (as determined by GROW Labs);
copy, modify or create derivative works of GROW Labs, the Site or any related technology (except as expressly authorized by GROW Labs);
reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Site or any related technology, or any part thereof;
imply or state that you are affiliated with or endorsed by GROW Labs without our express consent (e.g., representing yourself as an accredited GROW Labs trainer);
rent, lease, loan, trade, sell/re-sell access to the Site or related any information or data;
sell, sponsor, or otherwise monetize any feature of the GROW Labs, without GROW Labs's consent; remove any copyright, trademark or other proprietary rights notices contained in or on our Site;
remove, cover or obscure any advertisement included on the Site; collect, use, copy, or transfer any information obtained from GROW Labs without the consent of GROW Labs;
share or disclose information of others without their express consent;
use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" the Site or any related data or information;
use bots or other automated methods to access the Site, add or download contacts, send or redirect messages;
monitor the Site's availability, performance or functionality for any competitive purpose; engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Site;
override any security feature of the Site;
and/or interfere with the operation of, or place an unreasonable load on, the Site (e.g., spam, denial of service attack, viruses, gaming algorithms).
4.3 IDENTITY AND ACCOUNT SECURITY
If You provide any Content that is untrue, inaccurate, not current, or incomplete, or GROW Labs has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GROW Labs has the right to suspend or terminate your account and refuse any and all current or future use of the Services. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Services if you have been previously removed by GROW Labs, or if you have been previously banned from the Services.
You are responsible for all activities that occur under your account. By using your Project Owner or Agency account, you acknowledge and agree the GROW Labs’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, applying for jobs or performing Services under your GROW Labs Project Owner and Agency account.
You are entirely responsible for maintaining the confidentiality of the information You hold for Your account, including Your password and GROW Labs ID, and for any and all activity that occurs under Your account or Agency Profile until You close down Your account or prove that Your account security was compromised due to no fault of Your own. To close Your account, please email us firstname.lastname@example.org.
You agree to notify GROW Labs immediately of any unauthorized use of Your account or password, or any other breach of security. You may be held liable for losses incurred by GROW Labs or any other user of or visitor to the Site due to someone else using Your GROW Labs ID, password or Account as a result of Your failing to keep Your account information secure and confidential. You may not use anyone else’s GROW Labs ID, password or account at any time without the express permission and consent of the holder of that GROW Labs ID, password or account. GROW Labs cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations. GROW Labs may verify Agency Profiles to confirm that such pages meet GROW Labs’s minimum requirements to be an Agency, as the same may be modified or amended from time to time, and may assign an administrator to such verified Agency Profile.
In order to use GROW Labs as a Project Owner or Client, You must register and create a profile. When registering with GROW Labs, We may require You to provide us information such as Your name, company name, company's registration number. GROW Labs may ask you additional identifying documents.
GROW Labs will review the information that You provided to us during the registration process and any other information that is publicly available. GROW Labs reserves the right, in our sole discretion, to accept or reject your registration to use the Site or Service.
Each Project Owner must be used by only one human person, and each human person is allowed to use only one Project Owner account
In order to use the Services as an Agency you must register and create a profile (the "Agency Profile"). When registering We may ask you additional information related to Your company and the types of services you provide. 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 the Services.
Agencies may have one Agency Manager that have all the rights to edit the Agency Profile and to manage (accept/decline/interact) Opportunities on behalf of their Agency.
Any and all information provided by the Agency on the Agency Profile or through the contacts with Project Owners must be true, accurate and complete. GROW Labs reserves the right (but has no obligation) to verify such information. At any moment, the Agency can update the Agency Profile information. If the Agency wants to delete his/her/its Agency Profile from GROW Labs, he/she/it will request GROW Labs (by e-mail at email@example.com or by using the request delete profile button) to do so, explaining the reason of the deletion.
“Developer” means a person who entered into a Service Contract to perform services for a Client. This is also a person with a profile on the Agency pages.
5. WORKING IN GROW LABS 5.1 POSTING A PROJECT
All clients and project owners may post Projects. To post a Project, Project Owners first have to sign in to the platform. Project Owners will be asked a variety of questions about the Project, including but not limited to, project name, what kind of software you want to build, the service needed, importance of hourly rate and code quality, the estimated budget, status of the project and a description of the project. The questionnaire is intended to generate a Request for Proposal that will be communicated to relevant Agencies, identified by GROW Labs, that accept the Opportunities. The Request for Proposal is anonymous until the Project Owner request a proposal to an Agency.
All projects posted to GROW Labs must be in English and not contain any information enabling or requesting contact or payment outside of the GROW Labs Platform. Project postings must be of professional nature and accurately describe the outline of the Project, the requested Services or Work. They should be free of offensive language or advertisements for other products or services. Project postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Project postings related to the creation of adult or explicit content are prohibited. Project postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the Project posting. All information provided by the Project Owner in a Posted Project must be true, accurate and complete. GROW Labs reserves the right (but has no obligation) to verify any and all information provided on a Project owner or Project posted. Agencies acknowledge and agree that GROW Labs is not responsible for the content of the Request for Proposal.
5.2 APPLYING TO A PROJECT
Based on the Request for Proposal, in its sole judgement, GROW Labs Platform will match a limited number of Agencies, in consideration of their relevancy for the Project. The matchingscore will be shown on project-match page. These Agencies can receive an invitation to apply and will be able to accept (or decline) to collaborate on the Project described. The Project Owners will be able to look for other Agencies and add them to their matching page.
All information provided in a project application must be true, accurate and complete. GROW Labs reserves the right (but has no obligation) to verify any and all information provided on a Project Owner or Agencies profile or project application. By applying to a project, the Project Owner or Agency is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the project posting. GROW Labs reserves the right (but GROW Labs does not have the obligation) to verify the skill and ability of the Agency additional to the profile testing in order to register to the platform.
5.3 MANAGING PROJECTS
Project Owners agree to respond promptly to communications with and requests for information from the Agencies.
Any requests for feedback should be answered promptly. If this does not happen to the satisfaction of GROW Labs, the project can be put under Project Protection (see Section 6.4) by GROW Labs. If input on a project part is delayed by more than 7 days from the delivery date, GROW Labs has the right, at its sole and absolute discretion, to put the project under Project Protection, determine fair compensation, and disperse funds between the parties as it sees fit, without GROW Labs incurring any liability whatsoever.
5.4 WORKING ON PROJECTS
The Project Owner is responsible for providing all tools and resources necessary to complete the Service Contract, unless explicitly stated in advance by the Project Owner. Agencies agree to respond to all Project Owner communications and requests for information promptly. If the Agency will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Project Owner at least 1 week prior. After the completion of a Service Contract, the Agency can provide timely, honest and objective feedback on the Project Owner.
5.5 CONTACT BETWEEN PROJECT OWNERS AND AGENCIES
You acknowledge and agree that some information about your agency and its services may be made publicly available via GROW Labs's website. Once applying for an Opportunity, the Agencies acknowledge and agree that the Project Owner will have access to their Agency Page. The Matching Agency and the Project Owner can enter in contact with each other. The Matching Agencies should do commercial efforts to enter in contact with the Project Owner, send him a proposal and follow-up until the Project Owner makes his/her/its decision.
Project Owners should do reasonable efforts to enter in contact with the Matching Agencies. For example, when receiving messages or phone calls from the Matching Agencies, the Project Owners have to answer promptly. Project Owners agree to respond promptly to communications and requests for information from the Agencies.
5.6 COLLABORATION ON THE PROJECTS
After being introduced the Matching Agencies, the Project Owner may select one of the Matching Agencies (the "Selected Agency") in order to work with him/her/it on the Posted Project. The Selected Agency and the Project Owner have both and separately the obligation to inform GROW Labs if such a Collaboration starts. The Selected Agency and the Project Owner have both and separately the obligation to send to GROW Labs a copy of each invoice billed by the Selected Agency to the Project Owner if not sent by the platform.
5.7 ACCEPTATION OF AN PROJECT / SUBSCRIPTION FEE OR COMMISSION
In order to apply to a Project and at GROW Labs’s sole discretion, an Agency has to:
(i) either pay an Subscription Fee (https://test.growlabs.tech/test/upgrade-membership) to access the Projects;
(ii) or use the free Subscription Model and upgrade your number of project posts; (https://test.growlabs.tech/test/upgrade-membership);
(iii) and engage to pay a Commission Fee (https://test.growlabs.tech/test/upgrade-membership) in accordance with GROW Labs Commission System. GROW Labs’s Commission System is defined as follows:
Each time an Agency is selected by a Project Owner in order to work with her/him/it on Posted Project (“Collaboration”), the Agency will pay to GROW Labs a percentage (%) commission fee on the net amount of the turnover generated by that Collaboration (the “Commission Fee”).
The Agency must pay the Commission Fee only if it effectively billed the Project Owner.
If The Agency and Project Owner are using the GROW Labs payment system / Escrow solution, the Commission Fee will be automatically deducted and paid to GROW Labs on each milestone payment.
The net amount to be taken into account for the calculation of the Commission Fee is equal to all amounts invoiced to the Project Owner (excluding VAT.
The Agency shall provide GROW Labs with all relevant supporting documents in respect with the Collaboration, including, without limitation, to quotes, agreements, invoices, within 10 days following the date of issue or delivery order.
In the event of any breach of GROW Labs’s Commission System, the Agency acknowledges and agrees that GROW Labs reserves the right, including without limitation, to suspend , cancel and/or refuse the use of the Services and/or any additional terms and conditions, to cancel the account, to claim compensation for costs, damages and interest, to engage in judicial, administrative or other proceedings.
By applying to a Project, the Agency is attesting that he/she/it has the skills and ability to perform the requested work, tasks or mission by the deadline stated in the Project Posting. GROW Labs reserves the right (but has no obligation) to verify the skill and ability of the Agency.
When Paying a Commission Fee or a Subscription Fee, You acknowledge and agree that You only pay for the right to get in touch with the Project Owner, that GROW Labs is not responsible if You work or not on the Project, that GROW Labs is not responsible for anything that happens after the introduction.
6. BILLING AND PAYMENTS 6.1 FIXED-PRICED AND HOURLY AGREEMENTS
PROJECT OWNERS MAY CONTRACT WITH AGENCIES THROUGH ACCEPTING TO WORK ON PROJECTS. SUCH CONTRACTS ARE SOLELY BETWEEN THE PROJECT OWNER AND THE SELECTED AGENCY. GROW LABS WILL NOT BE A PARTY TO ANY CONTRACTS FOR PROJECTS SUBMITTED THROUGH OUR SERVICES, UNLESS POSTED BY GROW LABS.
Projects on GROW Labs can be organized on a Fixed-Price agreement or an Hourly agreement. Payments for Fixed-Price agreements and Hourly agreements would need to use GROW Labs’s payment system to manage payments. Fixed-Price and Hourly agreements can be modified and extended as long as both the Project Owner and Agency agree.
Except pursuant to the Buyout Policy in Section 6.3 below, Project Owners shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the GROW Labs Platform. Any action that encourages or solicits complete or partial payment outside of the GROW Labs Platform is a violation of this Agreement. Should a Project Owner be found in violation of this section of this Agreement, it may result in a termination of their GROW Labs account and the Project Owner shall pay to GROW Labs fees equal to the greater of: a. $2,500;
b. the applicable fees had the payments been processed through the GROW Labs Platform plus 18%.
Project Owners shall immediately notify GROW Labs if an Agency requests that Project Owners make a payment directly to it or through any channels other than those provided or specified by GROW Labs. Agencies shall not accept any payments relating to a Service Contract (including, without limitation, bonuses) from a Project Owner directly or through any payment channels other than the GROW Labs Platform. Agencies shall immediately notify GROW Labs if a Project Owner attempts to make a payment to Agency directly or through any payment channels other than those provided or specified by GROW Labs.
6.3 BUYOUT POLICY
Notwithstanding the provisions set forth above, Project Owners and Agencies may agree, with GROW Labs’s prior written approval, to provide or receive Services outside of the GROW Labs Platform with Project Owners and Agencies identified through the GROW Labs Platform, but only on the terms set forth in this Section. If the Services are rendered more than two (2) years after the Project Owner identifies the Agency through the GROW Labs Platform, no GROW Labs Fees or buyout provisions apply. If Services are rendered outside of the GROW Labs Platform less than two (2) years after the Project Owner identifies the Agency through the GROW Labs Platform, payments for such Services will not be subject to the GROW Labs Fees, provided that the Project Owner pays GROW Labs a “Buy-Out” fee in accordance with the procedure set forth below:
Prior to projecting outside of the GROW Labs Platform to receive Services from a Project Owner and Agency identified through the GROW Labs Platform, the Project Owner will notify GROW Labs in writing of its intent to pay the Buy-Out fee in lieu of paying through the GROW Labs Platform.
Together with such notice, the Project Owner will pay or authorize GROW Labs to deduct from its account the greater of:
a. Twenty percent (20%) of the original project budget that has been approved on GROW Labs;
b. Five thousand dollars (5,000 USD).
6.4 PROJECT PROTECTION
In the off-chance that things go wrong, GROW Labs is committed to using its commercially reasonable efforts to correct the issue with Project Protection. GROW Labs Project Protection covers all projects, big and small. At GROW Labs’s sole discretion, it may withhold the following amounts for the Project Owner and/or Agency and disburse such funds as it in its sole discretion determines, without any liability:
100% of the project budget for incomplete work,
75% of the project budget if the quality of the work is not up to GROW Labs standards,
30% of the project budget for delays between either party,
20% of the project budget for language tone between either party.
For purposes of the Project Protection, we cannot review project parts already marked as complete by both parties, work completed outside of the Service Contract, and work completed where funding has not been transferred in GROW Labs. GROW Labs Project Protection is determined by the following timeline:
Both Project Owner and Agency provide a compensation estimate (how much they think is owed) to Support (firstname.lastname@example.org) in writing.
Both Project Owner and Agency provide any supporting documents that describe the specific project part being reviewed. Supporting documents include Service Contracts, GROW Labs internal messages, chats, conversations, emails and other documents you deem relevant. We require all supporting documents to be sent within 7 days, after which no additional evidence can be accepted. All supporting documents need to support the part under review.
GROW Labs will dedicate a third-party reviewer (from within GROW Labs or outside of GROW Labs), that has not had any relationship with the Project Owner and Agency for their specific project and that has appropriate ability to perform the review of the project. GROW Labs takes things like delays, incomplete work, work quality and language tone into consideration to determine allocation of compensation. GROW Labs’s third-party reviewer will come to a conclusion within 14 days.
GROW Labs’s Project Protection resolutions are final, non-reversible, and GROW Labs shall not be liable to either of the parties.
6.5 PAYMENT ACCOUNTS
Each Agency must properly discharge and credit its Project Owner for all payments GROW Labs receives from such Project Owner. Each User understands and agrees that:
i. The transmission of funds in the manner described herein is not a separate and discrete service that GROW Labs provides in addition to its GROW Labs Platform services. Rather, transmission of funds in an auditable manner is an integral part of the GROW Labs Platform services that GROW Labs is providing.
ii. The GROW Labs payment account is a custodial account administered by GROW Labs to facilitate disbursement of the Project Owner’s payment to the Agency. GROW Labs uses an Escrow solution to transfer the money from Project Owners to Agency;
iii. GROW Labs acts as agent of the Agency and not as a trustee or fiduciary with respect to payments received through GROW Labs. The duties of GROW Labs as agent shall be entirely administrative and not discretionary save as expressly set forth herein.
iv. GROW Labs holds funds delivered to it in a commingled account at a bank, and may include in the titling of that account “GROW Labs for the benefit of others” or similar words. GROW Labs will not voluntarily make your funds available to its creditors in the event of bankruptcy.
v. You agree that you will not receive interest or other earnings on the funds that GROW Labs handles as your agent and places in commingled accounts. In consideration for your use of the GROW Labs Platform, you irrevocably transfer and assign to GROW Labs any ownership right that you may have in any interest that may accrue on funds held in commingled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants GROW Labs any ownership right to the principal of the funds you maintain with GROW Labs. In addition to or instead of earning interest on commingled accounts, GROW Labs may receive a reduction in fees or expense charged for banking services by the banks that hold your funds.
vi. In the event of any dispute regarding the amounts held by GROW Labs, GROW Labs shall have the right (in addition to all other rights it may have) to deposit all funds held pursuant to this Agreement into the courts of Amsterdam.
Additionally, in the event that a Project Owner and Agency cannot agree upon whether a project (including but not limited to a Fixed-Price or Hourly Project) has been completed, and one of such parties advises GROW Labs that there is a dispute in that regard, then GROW Labs may determine if the project has been substantially completed and release the funds it holds to either the Project Owner and/or Agency, as it deems appropriate, in its sole and absolute discretion, and without any liability of GROW Labs to any party whatsoever. Project Owner and Agency do hereby irrevocably authorize GROW Labs to determine whether the project has been completed, and to disburse the amounts it is holding on behalf of Agency and Project Owner as it so determines to the party that it so determines.
6.6 ESCROW Agreement
If a Client and an Agency create a Deal and both approve it, this will be seen as a Contract. For these Contracts this Escrow Agreement (“Escrow Agreement”) will apply. This Escrow Agreement govern the Escrow Accounts and Escrow Wallets which are created for clients and Development Agencies.
To the extent permitted by applicable law, we may modify these Escrow Agreement without prior notice to you, and any revisions to these Escrow Agreement will take effect when posted on the GROW Labs Terms & Conditions page unless otherwise stated. Please check the GROW Labs Terms & Conditions often for updates.
By clicking to fund the Escrow (a “Funding Action”) Project Owner and Agency are agreeing on the Escrow Agreement electronically, effective on the date the Agency clicks to accept the Deal and the Client funds the first milestone. Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print the Escrow agreement, part of these Terms and Conditions. All references to the Escrow in this Escrow Agreement will include the initial Funding Approval and any additional Funding Approval for a Contract.
RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Client and Agency irrevocably authorize and instruct GROW Labs to release applicable portions of the Escrow Wallet (each portion, a “Payment Release”) to the Agency Escrow Wallet or Client Escrow Wallet, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Escrow Wallet in accordance with Agency or Client’s instructions, as applicable, this Escrow Instructions, and the other Terms of Service.
Release conditions: As used in this Escrow Agreement, “Release Funds Condition” means any of the following:
a. Client clicks to release funds to Agency.
b. Client does not take any action for 14 days from the date of an Agency Release request, in which case Development and Client agree that GROW Labs Escrow is authorized and irrevocably instructed to immediately release to Agency the amount associated with to the applicable milestone in connection with such Release Fund request.
c. Agency cancels the contract before a milestone payment has been released to Agency, in which case the funds are to be returned to Client.
d. Client and Agency have submitted joint written instructions for a Release Funds to either Agency Escrow Wallet or Client Escrow Wallet, as applicable.
e. Client and Agency agree to close the contract without release of funds, in which case the funds are to be returned to the Client.
f. Client or Agency has failed to make its Arbitration payment or paid its fair share of the Arbitration costs pursuant to the Dispute Assistance Program, in which case the funds are released to the Party that has made its Arbitration Payment.
g. Both Client Agency have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Assistance Program, in which case the funds are released to the Client.
h. Client or Agency has failed timely to respond to a GROW Labs Dispute Assistance notification as required by the GROW Labs Dispute Process, in which case the funds are released to the User that has participated.
i. Client or Agency otherwise has failed to comply with the Dispute Process, in which case the funds are to be released to the User that has complied with the Dispute Process.
j. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Process in which case the funds will be released in accordance with such award. k. Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
l. We believe, in our sole discretion, that fraud, an illegal act, or a violation of GROW Labs Terms and Conditions has been committed or is being committed or attempted, in which case Client and Agency irrevocably authorize and instruct GROW Labs Escrow to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
On the occurrence of a Release Condition, Client and Agency are deemed to and hereby agree that the instruction to GROW Labs Escrow and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to GROW Labs Escrow and its wholly owned subsidiaries to pay a Agency is irrevocable. Such instruction is Client’s authorization to transfer funds to Agency from the Client Escrow Wallet or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work (Milestone Delivery). Client acknowledges and agrees that upon receipt of Client’s instruction to pay Agency, GROW Labs Escrow will transfer funds to the Agency and that GROW Labs, GROW Labs Escrow, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Escrow Agreement, Client agrees that once GROW Labs Escrow or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.
To be fair to Clients and Agencies, GROW Labs has a procedure for Fixed-Price Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Fixed-Price Escrow Funding, Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests, Release requests, requests to close the Fixed- Price Contract, Status Report submittals, or actions under the Fixed Price Dispute Process.
A "Dormant Engagement" is a Fixed-Price Contract that has a Fixed-Price Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:
1. GROW Labs will notify Client when the Fixed-Price Contract becomes Dormant (“Dormant Date”).
2. If no activity other than Release requests has occurred within 7 days after the Dormant Date, GROW Labs will notify the Agency that the Fixed-Price Contract is Dormant.
3. If neither Agency nor Client take any action for 7 days after the Dormant Date, Agency and Client agree that GROW Labs Escrow is authorized and irrevocably instructed to immediately release escrow funds to Client.
4. If Agency submits a Release Funds request and client does not take any action for 14 days from the date of the Release Funds request, Agency and Client agree that GROW Labs Escrow is authorized and irrevocably instructed to immediately release to Agency the amount related to the milestone with Release Funds request.
5. All funds released to Agency under this Section, Dormant Engagements, will be subject to the applicable Service Fees.
REFUNDS AND CANCELLATIONS
Client and Agency are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Client or Agency can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Client or Agency by following the steps below.
If Agency wants to cancel a contract with funds held in escrow, the Agency must click to close the contract. When Agency clicks to close the contract, Agency and Client agree that GROW Labs Escrow is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract.
If Client wants to cancel a contract with funds held in escrow, Client must click the Request Contract Cancellation button. Agency must either click to approve or dispute the Client’s cancellation within 7 days. If Agency approves the cancellation, Agency and Client agree that GROW Labs Escrow is authorized and irrevocably instructed to immediately release to Client all escrow funds associated with the contract. If Agency is using a mobile device and do not have the ability to approve or dispute the cancellation with a click on the mobile website or application, the Agency must dispute the Client’s cancellation via a support ticket within 7 days. If Agency takes no action within 7 days from the date notification of the cancellation is sent to Agency, Agency and Client agree that GROW Labs Escrow is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract. If the Agency disputes the cancellation, Agency and Client will be offered GROW Labs Dispute Process (as defined in Section vi).
GROW LABS DISPUTE PROCESS
If Client and Agency fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section v., GROW Labs provides this Dispute Process as a mechanism to resolve the Dispute.
DEFINITIONS AND KEY DATES
1. “Arbitration“ means binding non-appearance based Arbitration by a neutral thirdparty as described in Section 6.
2.“Arbitration Payment” means Client’s or Agency applicable portion of the costs of Arbitration as more particularly described in this Section 6.
3. “Arbitration Limitations Date” means the date 30 days after the date a Dispute is filed via the site or via support ticket with GROW Labs.
4. "Agreements" means the Agreements area in the Dashboard on the Site for the particular Contract (Deal), including the contract terms, messages and files, and milestones and payments.
5. “Dispute” means a dispute between a Client and Agency concerning a Fixed-Price Contract and covered by this Dispute Process.
6. “Dispute Process Deadline” means the date 30 days after the Client was billed for the last milestone.
7. “Dispute Process” means the Dispute process program set forth in this Section6.
8. “GROW Labs Dispute Assistance” means the Dispute assistance provided by GROW Labs as set forth in this Section 6.
AVAILABILITY OF GROW LABS DISPUTE ASSISTANCE
Dispute Assistance is only available (i) after initial funding of the Escrow Wallet associated with the Contract, and (ii) prior to the Dispute Assistance Deadline. Dispute Assistance is not available to either the Agency or the Client via the Site after the Dispute Assistance Deadline.
GROW Labs will first attempt to assist Client and Agency by reviewing the Dispute and proposing a mutual, non-binding resolution.
The GROW Labs Disputes team will notify Client and Agency via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
If both Client and Agency respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
The proposed resolution is non-binding; Client and Agency can choose whether or not to agree to it. If Client and Agency agree in writing to the proposed resolution, Client and Agency agree that GROW Labs Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
If Client or Agency rejects GROW Labs proposed, non-binding resolution, they may proceed to Arbitration. If Client and Agency do not choose to arbitrate, Agency and Client agree that GROW Labs Escrow is authorized and irrevocably instructed to immediately release to Client all funds held in Escrow.
If Client or Agency chooses to arbitrate by notifying GROW Labs via support ticket of their intent to arbitrate, GROW Labs will notify both Client and Agency via ticket that they must make the Arbitration Payment within 5 business days of the notice (the “First Arbitration Notice“). If both parties make the Arbitration Payment (including after initial notice of non-payment), then GROW Labs will deliver instructions for initiating Arbitration.
If Client or Agency does not make the Arbitration Payment within 5 business days of the First Arbitration Notice, Agency and Client will be deemed to have irrevocably authorized and instructed GROW Labs Escrow to, and GROW Labs Escrow will, release the disputed funds to the party that paid the Arbitration Payment to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow, GROW Labs will close the Dispute.
If Client and Agency both do not make the Arbitration Payment by the Arbitration Limitations Date, then Client and Agency will be deemed to have authorized and instructed GROW Labs Escrow to, and GROW Labs Escrow will, release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account, if no funds remain GROW Labs will close the Dispute.
ARBITRATION FOR A FIXED-PRICE CONTRACT
For Fixed-Price Contracts the Agency and Client each has the right to demand Arbitration of a Fixed-Price Contract before the Arbitration Limitations Date if the Fixed-Price Escrow associated with the Fixed-Price Contract has been funded at least once. If either Client or Agency demands Arbitration in accordance with this Escrow Agreement and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”
Any such Arbitration will be conducted by a neutral third-party Arbitration service: the International Court of Arbitration operated by the International Chamber of Commerce (ICC)
The Arbitration rules and fees for each are set out in Appendix A to this Escrow Agreement. By default, Arbitration will be conducted by ICC unless GROW Labs chooses another Arbitration service.
FILING THE CASE WITH THE ARBITRATOR
When a User demands Arbitration (the “Arbitration Plaintiff”), or when the circumstances dictate that GROW Labs notify a User of its right to file for Arbitration as described above, GROW Labs will provide the User with instructions on initiating the Arbitration. After the parties have initiated the Arbitration, GROW Labs will provide the arbitrator with supporting documentation including but not limited to the documents submitted to GROW Labs during the dispute resolution process, information available via the Site, and access to the Site. If the Arbitration Plaintiff makes the Arbitration Payment, GROW Labs will contact the other party (“Arbitration Respondent”) to request that the Arbitration Respondent pay its portion of the Arbitration fees as well. If the Arbitration Respondent fails to make the Arbitration Payment and submit to such Arbitration within 5 business days after the First Arbitration Notice, GROW Labs will suspend the Arbitration Respondent’s account, and both parties will be deemed to have irrevocably authorized and instructed GROW Labs Escrow to, and GROW Labs Escrow will, release the funds sought by the Arbitration Plaintiff in the demand for Arbitration to the Arbitration Plaintiff, to the extent such funds remain in the Fixed-Price Escrow Wallet.
If no funds remain in the Fixed-Price Escrow Wallet, GROW Labs will close the Dispute. If both parties pay their portion of the Arbitration fees, GROW Labs will instruct the parties on the process for initiating the Arbitration with the Arbitration service provider. After the parties have initiated the Arbitration, GROW Labs will provide the arbitrator with relevant documentation, including information collected in the informal dispute process and contents of the Dashboard.
AUTHORIZATION TO COLLECT ARBITRATION FEES
When you electronically authorize payment of the invoice for the Arbitration Payment as delivered to you by GROW Labs by email, you irrevocably authorize and instruct (i) GROW Labs Escrow or its Affiliates, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) GROW Labs Escrow, as escrow agent, to immediately release that amount from your Escrow Account and pay it to GROW Labs. If GROW Labs Escrow or its Affiliates cannot collect sufficient funds to fulfill the Escrow for any reason, GROW Labs Escrow has no obligation with respect to making the payment to GROW Labs on your behalf, and you will be considered as not having paid your portion of the Arbitration fees as required by this Section 6.
LIMITATIONS PERIOD FOR ARBITRATIONS
If both Agency and Client fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Client and Agency will be deemed to have irrevocably authorized and instructed GROW Labs Escrow to, and GROW Labs Escrow will, release all funds in the Fixed-Price Escrow Wallet to Client.
You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to GROW Labs, then GROW Labs and GROW Labs Escrow have the right to treat such notice as conclusive and act in reliance thereon.
SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE
All Escrow Funds released under this program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and applicable Escrow Agreement.
All notices to a User required by these Escrow Agreements will be made via email sent by GROW labs to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with GROW Labs, for checking their email and for responding to notices sent by GROW Labs to the User’s registered email address.
COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM
All claims, disputes or other disagreements between you and another User that are covered by the Dispute Process must be resolved in accordance with the terms in the Dispute Process. All claims filed or brought contrary to the Dispute Process will be considered improperly filed and GROW Labs will have the right to take any other action, including suspension or termination of your Account, and any other legal action as GROW Labs deems appropriate in its sole discretion.
GROW Labs, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if GROW Labs believes you may be abusing the Dispute Process or as otherwise permitted by the Terms of Conditions. However, any Disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms and Conditions.
If a Client fails to pay amounts due under this Agreement, whether by cancelling a Client’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Client must reimburse the Agency for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest 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, a Agency may setoff 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.
6.8 HOLD ON FUNDS
GROW Labs reserves the right, in its sole discretion, to place a hold on funds for a Client’s payments to clear or if GROW Labs suspects monies may be subject to charge back or if fraud is suspected. GROW Labs will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the GROW Labs payment guarantee shall be revoked and all monies in a GROW Labs account may be held and/or reclaimed, not just those from the project(s) under investigation.
6.9 AGENCIES AND AGENCY AGENCIES
An “Agency” is an organization seeking to make money on GROW Labs by selling the Services of Agency Agencies. An “Agency” is a Member under agreement to do work on the GROW Labs Platform on behalf of an Agency. An Agency must have a manager responsible for the actions of all its Members, including its Agency Members, administrators in charge of maintaining the Agency’s finances, roster, and profile, and staffing managers in charge of finding and supervising Projects. One Agency Member may serve in all or multiple roles. Every person who will do work for an Agency must have an individual Member account and Member profile associated with that person’s Agency on GROW Labs. If an Agency Member is no longer working for an Agency, the Agency may not use the Member’s profile in any way. Members leaving an Agency must contact the Agency Manager to remove their association. Agencies may not refuse to release an Agency Member. When leaving the Agency, Agency Members keep their profiles. Their histories are meant to reflect work done by them. The Agency’s work will retain the projects of Members who have since left the Agency. An Agency that requests the immediate suspension of a Member must provide the documents and supporting legal authority that prove, to GROW Labs’s satisfaction, that the Member has breached a non-compete agreement or a GROW Labs policy.
6.10 ENFORCEMENT OF USER AGREEMENT AND POLICIES
GROW Labs has the right, but not the obligation, to suspend or cancel your access to the GROW Labs Platform if it believes 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 GROW Labs’s 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 GROW Labs Platform to you if: i. you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; ii. we are unable to verify or authenticate any information you provide to us; or iii. we believe that your actions may cause legal liability for you, our Project Owners and Agencies or for GROW Labs. Once suspended or terminated, you MAY NOT continue to use the GROW Labs Platform under a different account or reregister under a new account. If you attempt to use the GROW Labs Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment methods 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 Project Owner or Agency account is cancelled, you may no longer have access to any parts of the GROW Labs Platform, including data, messages, files and other material you keep on GROW Labs. All intellectual property provided by Project Owners for the purposes of completing projects will be returned by Agencies immediately upon termination.
7. TERMS FOR PROJECT OWNERS AND AGENCIES
Project Owners and Agencies agree that all projects and Service Contracts between any Project Owner and Agency shall:
i. include the terms and conditions provided in Sections 6.1 through 6.10 below (“Standard Terms”);
ii. name GROW Labs as an express third party beneficiary under the Service Project (but not as a party to that agreement); and
iii. make no representations or warranties or enter into any projects on behalf of GROW Labs.
Project Owners and Agencies may agree to additional terms in their Service Contract materially different than the Standard Terms; however, nothing in such Service Contract will in any way limit or modify GROW Labs’s rights.
Agencies shall perform services in a professional and workmanlike manner. Under Fixed-Price and Hourly Projects, Agencies shall deliver the agreed-upon work from the Service Contract.
Clients and Agencies agree and acknowledge that an Agency’s employees or project personnel are not employees of GROW LABS or employees of Project Owners. Agency is solely responsible for all wages, costs, and expenses of Agency’s employees or project personnel and has the sole and exclusive right to supervise and control them. Neither Project Owners, nor GROW Labs, will require Agency’s project personnel to devote full time to performing the projects entered into by Agency as required by this Agreement. Furthermore, both Client and Agency acknowledge and agree that neither it, nor any of its employees or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind from GROW Labs or Project Owners.
Project Owners shall pay Agencies the agreed-upon fees for delivery and acceptance of the work in the Service Contract. All amounts paid by a Project Owner shall be paid through the GROW Labs Platform to GROW Labs as the Agencies agent, and a Project Owner’s obligation of payment to an Agency is met when payment is made to GROW Labs.
7.4 TERMINATION OF A SERVICE CONTRACT
Project Owners may terminate at any time but may not recover any payments made to the Agency unless mutually agreeable. The Agency may terminate an agreement at any time if no payment has been made. If a payment has been made on a project, the Agency may terminate only with written agreement from the Project Owner or after the payment has been refunded.
7.5 PROJECT OWNER OWNED ITEMS
Project Owners grant Agencies a limited, non-exclusive, revocable (at any time, at Project Owner’s sole discretion) right to use the Project Owner Owned Items as necessary for the performance of the services. Project Owners reserve all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Project Owner Owned Items. Upon completion or termination of the Service Contract, or upon written request by the Project Owner, Agencies shall immediately return all Project Owner Owned Items to the Project Owner and further agrees to purge all copies of Project Owner Owned Items and work contained in or on Agency’s premises, systems, or any other equipment otherwise under Agency’s control. Agencies agree to provide written certification to the Project Owner certifying the return or purging of Project Owner Owned Items within ten (10) days after the receipt of the Project Owner’s written request to certify.
7.6 WORK PRODUCT
Any copyrightable works or works for hire prepared by Agency in connection with a project for a Project Owner shall be owned by the Agency until payment has been made by the Project Owner and accepted by the Agency. If the Project Owner pays an amount less than the amount agreed to in the Service Contract, the Agency may refund the amount paid within two (2) weeks of the payment date and retain ownership of the Work. To the extent that under applicable law, Proprietary Rights cannot be assigned, Agency hereby irrevocably agrees to grant, and hereby grants, to the Project Owner an exclusive (excluding the Agency), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Agency hereby irrevocably agrees to grant, and hereby grants, to the Project Owner, such rights as the Project Owner reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that the Project Owner will be able to acquire, perfect and use such Proprietary Rights, Agency will: transfer possession, ownership, and title to media, models, and other tangible objects containing Work to the Project Owner; sign any documents at the Project Owner’s request to assist the Project Owner in the documentation, perfection and enforcement of its rights; and provide the Project Owner with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. Agency also irrevocably authorizes the Project Owner to act and sign on Agency’s behalf and take any necessary steps in order to perfect the Project Owner’s rights under this Agreement. In the case that under applicable law, Agency retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) or other inalienable rights to Work or Confidential Information under this Agreement, Agency irrevocably agrees to waive and renounce, and hereby waives and renounces, in favour of the Project Owner, all such rights, or, to the extent Agency cannot waive such rights, Agency agrees not to exercise such rights, until Agency has provided prior written notice to the Project Owner and then only in accordance with any reasonable instructions that the Project Owner issues in the interest of protecting its rights. Agency agrees to assist the Project Owner in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work in any and all countries. Agency will sign all documents that the Project Owner may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Project Owner may select at its sole discretion. Agency’s obligations under this Section 7.6 will continue even after Agency deregisters from or ceases use of the GROW Labs Platform. Agency appoints the Project Owner as Agency’s attorney-in-fact to execute documents on Agency’s behalf for the purposes set forth in this Section 7.6.
7.7 PRE-EXISTING INTELLECTUAL PROPERTY IN WORK PRODUCT
Agency shall ensure that no Work created or delivered by Agency includes any pre-existing software, technology, Proprietary Rights or other intellectual property, whether such pre-existing intellectual property is owned by Agency or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively “Pre-existing IP”) without obtaining the prior written consent of the Project Owner to the inclusion of such Pre-existing IP in the Work. Agency acknowledges that, without limiting any other remedies, Agency shall not be entitled to payment for, and shall refund any payments made to Agency for, any services performed on a project if the Work contains any Pre-existing IP that was not approved in accordance with this Section 6.7.
7.8 WORKER CLASSIFICATION
Project Owner assumes all liability for proper classification of workers as independent contractor or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between the Project Owner and Agency. Agency does not have authority to enter into written or oral — whether implied or express — projects on behalf of the Project Owner. Agency acknowledges that GROW Labs does not, in any way, supervise, direct, or control Agency’s work or services performed in any manner. GROW Labs does not set Agency’s work hours and location of work. GROW Labs will not provide Agency with training or any equipment, labor or materials needed for a particular project. GROW Labs will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Project Owner and Agency 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 with respect to Agency’s performance of Services. For projects classified as independent contractor relationships, the Project Owner may not require an exclusive relationship between the Project Owner and Agency. An Agency classified as independent contractor is free at all times to provide Services to persons or businesses other than the Project Owner, including any competitor of the Project Owner. Project Owner and Agency agree to indemnify, hold harmless and defend the Indemnified Parties (as hereinafter defined) from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Agency was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Agency was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that GROW Labs was an employer or joint employer of Agency, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.
7.9 AUDIT RIGHTS
Project Owner and Agency each shall: (i) create and maintain records to document to GROW Labs’s satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to GROW Labs upon request. GROW Labs, or GROW Labs’s advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Agency’s operations and records to confirm compliance. Nothing in this provision should be construed as providing GROW Labs with the right or obligation to supervise or monitor the actual services performed by the GROW Labs.
7.10 ENTIRE AGREEMENT
The terms and conditions set forth in this Section 7 and any additional or different terms expressly agreed by the Project Owner and Agency shall constitute the entire agreement and understanding of the Project Owner and Agency with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, the Project Owner and Agency shall always remain subject to the terms of this Agreement.
8. ACKNOWLEDGEMENTS BY PROJECT OWNERS AND AGENCIES OF GROW LABS’S ROLE 8.1 SERVICE CONTRACTS
Project Owners and Agencies expressly acknowledge, agree and understand that: i. the GROW Labs Platform is merely a venue where Project Owners and Agencies may cooperate together; ii. GROW Labs is not a party to any Service Contracts between Project Owners and Agencies; iii. Project Owners and Agencies recognize, acknowledge and agree that Project Owners and Agencies are not employees of GROW Labs and that GROW Labs does not, in any way, supervise, direct, or control Work or services; iv. GROW Labs shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Project Owners and Agencies; v. GROW Labs has no control over Agencies or over the Work promised or rendered by GROW Labs; and, vi. GROW Labs makes no representations as to the reliability, capability, or qualifications of any Agency or the quality, security or legality of any Work, and GROW Labs disclaims any and all liability relating thereto.
8.2 PROPRIETARY RIGHTS
GROW Labs and its licensors reserve all Proprietary Rights in and to the GROW Labs Platform and GROW Labs. Project Owners and Agencies may not use the GROW Labs Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the Service Contract. GROW Labs reserves the right to withdraw, expand and otherwise change the GROW Labs Platform at any time in GROW Labs’s sole discretion. Project Owners and Agencies shall not be entitled to create any “links” to the GROW Labs Platform, or “frame” or “mirror” any content contained on, or accessible through, the GROW Labs Platform, on any other server or internet-based device. GROW Labs alone (and its licensors, where applicable) shall own all right, title and interest, including all related Proprietary Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the GROW Labs Platform and GROW Labs. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the GROW Labs Platform and GROW Labs, or any Proprietary Rights owned by GROW Labs. GROW Labs’s name, logo, and the product names associated with GROW Labs or the GROW Labs Platform are trademarks of GROW Labs or third parties, and no right or license is granted to use them.
8.3 GROW LABS’S COMPENSATION
All GROW Labs Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.
9. FEES & PAYMENTS 9.1 FORMAL INVOICES AND TAXES
GROW Labs shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to fees. Instead, Agencies shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the fees and for issuing any invoices so required. Agencies shall also be solely responsible for: i. determining whether Agencies or GROW Labs is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or GROW Labs, as appropriate; and ii. determining whether GROW Labs is required by applicable law to withhold any amount of the fees, notifying GROW Labs of any such requirement and indemnifying the Indemnified Parties (either by permitting GROW Labs to offset the relevant amount against a future payment of fees or by refunding to GROW Labs the relevant amount, at GROW Labs’s sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. GROW Labs shall have the right, but not the obligation, to audit and monitor Agency’s compliance with applicable tax laws as required by this Section. Further, in the event of an audit of GROW Labs, Agency agrees to promptly cooperate with GROW Labs and provide copies of Agency’s tax returns, and other documents as may be reasonably requested for purposes of such audit.
9.2 BILLING PROJECT OWNER
For Fixed-Price and Hourly Projects, the Project Owner is billed immediately.
Project Owner hereby authorizes GROW Labs (and its Payment Processor) to run credit card authorizations on all credit cards provided by the Project Owner, to store credit card details as Project Owner’s method of payment for Work, and to charge the Project Owner’s credit card (or any other form of payment authorized by GROW Labs or mutually agreed to between the Project Owner and GROW Labs).
10. CONFIDENTIAL INFORMATION 10.1 CONFIDENTIALITY
To the extent a Project Owner or Agency provides Confidential Information to the other and/or to GROW Labs, the recipient shall protect the secrecy of 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 shall not: i. disclose Confidential Information to anyone except, in the case of GROW Labs, to any Project Owner or Agency engaged in a project; and ii. use the Confidential Information, except as necessary for the performance of Work for the relevant project (including, without limitation, the storage or transmission of Confidential Information on or through GROW Labs Platform for use by Agency).
If and when Confidential Information is no longer needed for the performance of Work for the relevant project, or at the Project Owner’s or Agency’s written request (which may be made at any time at Project Owner’s or Agency’s sole discretion), the Project Owner or Agency (as the case may be) shall 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 Project Owner or Agency, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 10.2 within ten (10) days after the receipt of disclosing party’s written request to certify.
Without limiting Section 9.1 (Confidentiality), the Project Owner, Agency and GROW Labs shall not publish, or cause to be published, any Confidential Information or Work, except as may be necessary for performance of Work for a relevant project. You acknowledge and agree that GROW Labs may use Your company’s name, Your Logo, any symbol linked to Your company for advertising, marketing, communication purposes, including but not limited to mentioning You and presenting You publicly in your respective quality of Agency or Project Owner, including but not limited to on or through the Site or any third-party site website or any social network such as Facebook, Instagram, Twitter, Linkedin.
11. WARRANTY DISCLAIMER
12. LIMITATION OF LIABILITY
Through GROW Labs’s Services Users may be able to post content about any third party. GROW Labs is not liable to third parties for any content that has been posted or viewed on GROW Labs's Site or Services. For your convenience, the following are some important details of these Terms which affect your rights and remedies:
Our Services include areas where Users may post content about an individual or company. We are not responsible for the posting of this content;
We are not liable for any contracts, contractual obligations or any other obligations that may arise by statute or operation of law, resulting from any employment or commercial relationship, whether attempted or formalized, between Project Owners and Agencies;
We are not required to or under any obligation to review, screen, edit, monitor, or remove any content posted on or through the Services although We reserve the absolute right to remove, screen, or edit any content at any time and for any reason without any notice to you or any party affected;
We take no responsibility and assume no liability for any User content that is posted, stored, uploaded, or transmitted via the Services, or for any loss or damages that may occur because of such user content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity;
We take no responsibility and assume no liability for any claim, action, petition, demand for arbitration or lawsuit alleging injury or damage resulting from any use of the Services, whether arising in tort or contract, law or equity;
You agree not to hold any other User of GROW Labs liable for any negative or critical comments, except that You are not obligated to release any other user who submits content that violates any terms of these Terms or other policies stated anywhere on our Site;
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTACT YOU HAVE WITH OTHER USERS OF GROW LABS WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER GROW LABS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GROW LABS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
UNDER NO CIRCUMSTANCES WILL GROW LABS'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES, EXCEED THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID OR OWE VIA THE SITE OR SERVICE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT, and (ii) EUR 100,00.
13. INDEMNIFICATION 13.1 PROPRIETARY RIGHTS
Each Project Owner and Agency shall indemnify, defend and hold harmless GROW Labs and its subsidiaries and affiliates, and each of their shareholders, directors officers, agents, employees, representatives and agents (each an “Indemnified Party”, and collectively the “Indemnified Parties”)) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work, Services or action or omission by such Project Owner or Agency infringes Proprietary Rights or other rights of any third party.
13.2 INDEMNIFICATION BY PROJECT OWNER
Each Project Owner shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: i. such Project Owner’s use of Services, including without limitation claims by or on behalf of any Agency for Worker’s Compensation or unemployment benefits; ii. any Service Contract entered into between such Project Owner and a Agency; or iii. any breach of their obligations set forth herein.
13.3 INDEMNIFICATION BY AGENCY
Each Agency shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: i. such Agency’s provision of Services, ii. any Service Contract entered into between such Agency and a Project Owner; or (iii) any breach of their obligations set forth herein.
13.4 EXTENDED MEANING
Any indemnity in favour of GROW Labs, and any release of GROW Labs, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.
13.5 DISPUTE RESOLUTION AND GOVERNING LAW
13.6 INDEPENDENT LEGAL ADVICE
You acknowledge that GROW Labs is not providing any legal advice, and that you have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and the Service Contracts, and that you understand the nature and the consequences of this Agreement and the project agreement.
14. TERM AND TERMINATION 14.1 TERMS
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts. You are solely responsible for properly cancelling Your account. A written notice can also be done by sending an e-mail at email@example.com, explaining the reason of cancellation, the name of Your Agency and Your function in the Agency.
14.3 CONSEQUENCES OF TERMINATION
15. ALL THE REST 15.1 ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
15.2 SIDE AGREEMENTS
Section 15.1 notwithstanding, Project Owners and Agencies may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.), but which for greater certainty GROW Labs will not be a party to. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand GROW Labs’s obligations or restrict GROW Labs’s rights under this Agreement.
Project Owners and Agencies shall not violate any laws or third party rights on or related to the GROW Labs Platform. Without limiting the generality of the foregoing, Project Owners and Agencies agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.
15.4 NOTICES: CONSENT TO ELECTRONIC NOTICE
As GROW Labs requires that you provide an e-mail address, you are responsible for providing GROW Labs with your most current e-mail address. Any notices or other communications permitted or required hereunder, including but not limited to, those regarding modifications to these Terms, will be in writing and given by GROW Labs via e-mail. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. In the event that the last e-mail address you provided to GROW Labs is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, GROW Labs’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Notices hereunder shall be invalid unless made in writing and given: i. by GROW Labs via email (in each case to the address that you provide), or posting on the GROW Labs website, ii. via letter delivered by nationally recognized overnight delivery service or first postage prepaid mail at the following address: GROW LABS, ADRESSE. Such notice will be deemed given when effectively received by GROW Labs, or iii. by you via email to firstname.lastname@example.org or to such other addresses as GROW Labs may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement shall be binding upon GROW Labs unless in a written instrument signed by a duly authorized representative of GROW Labs. For the purposes of this Section 14.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
15.6 NO WAIVER
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
Project Owners and Agencies may not assign this Agreement, or any of its rights or obligations hereunder, without GROW Labs’s prior written consent in the form of a written instrument signed by a duly authorized representative of GROW Labs (and, for the purposes of this Section 15.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). GROW Labs may freely assign this Agreement without consent of User. 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.
15.8 SEVERABILITY AND HEADINGS
The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English;
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
That’s it! If you have any questions or comments concerning these Terms you can always contact us at email@example.com
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