|

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: November 2018

1. Definitions

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 tot he 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.

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.

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.

User: “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.

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.

Your access to and use of the Platform is also governed by information, guidelines and policies made available on the Site, including but not limited to the Privacy Policy, which can be accessed at our privacy policy.

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 deliverred by Agencies to 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 is not responsible for any errors by the Payment Processor.
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 started

4.1 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.

4.2 Expectations

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.

Users:
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;

use the Services for any commercial purpose or other purposes that are note expressly permitted by these Terms of Use;

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).

When submitting any content to or otherwise using the GROW Labs Platform, you agree not to post or transmit to or from the GROW Labs Platform any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law. While GROW Labs prohibits such conduct and content on the Service, You understand and agree that GROW Labs cannot be responsible for the content posted on the Service and You nonetheless may be exposed to such materials. You agree to use the Services at Your own risk. GROW Labs is not legally responsible for any negative outcome of the relationship between Project Owners and Agencies. GROW Labs is not responsible for and does not monitor or censor content for accuracy or reliability. GROW Labs is not responsible for negative projects outcomes whatsoever, Project Owners are soley responsible for the Agencies they select for their projects. GROW Labs may terminate your account for violating one or more of your responsibilities, for violating any applicable laws, rules, regulations, or any other provision in these Terms of Use, or for any lawful purpose or at our discretion, with or without notice. In addition, GROW Labs has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, GROW Labs may take a range of actions against You for a violation of this Section or these Terms and Conditions.

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 info@growlabs.tech.

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.

PROJECT OWNER
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

AGENCY
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 info@growlabs.tech, to do so, , explaining the reason of the deletion.

DEVELOPER
“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 discription of the project.
The questionairre 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.
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 Matching 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.

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, the Commission Fee will be automatically deducted and paid to GROW Labs on each milestone.

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 MAYCONTRACT WITH AGENCIES THROUGH ACCEPTING TO WORK ON PROJECTS. SUCH CONTRACTS ARE SOLELY BETWEEN THE PROJECT OWNER AND THE SELECTED ANGENCY. 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.

6.2 Disintermediation

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;

or

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;

or

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 (info@growlabs.tech) 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.

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 Non-payment

If a Project Owner fails to pay amounts due under this Agreement, whether by cancelling a Project Owner’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Project Owner 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 Project Owner, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

6.7 Hold on funds

GROW Labs reserves the right, in its sole discretion, to place a hold on funds for a Project Owner’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.

6.8 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.

6.9 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.

7.1 Services

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.

7.2 Agency

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.

7.3 Fees

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.

9.3 Payment

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).

10.2 Return

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.

10.3 Publications

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.

10.4 Privacy Policy

You agree that GROW Labs Privacy Policy (https://growlabs.tech/privacy) governs GROW Labs’s collection and use of your personal information. GROW Labs may update its Privacy Policy from time to time.

11. Warranty Disclaimer

IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT GROW LABS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THESE TERMS OF USE, OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF THE SERVICES, OR NEGLIGENCE OR ANY OTHER TORT.
THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.
NOTWITHSTANDING ANYTHING ELSE STATED ON THE GROW LABS PLATFORM (INCLUDING WITHOUT LIMITATION ON THE SITE) OR BY ANY OF GROW LABS’S REPRESENTATIVES, GROW LABS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, GROW LABS PLATFORM, QUALITY OR CAPACITY OF THE PROJECT OWNER OR AGENCY, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). GROW LABS DOES NOT REPRESENT OR WARRANT THAT
i. THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA,

ii. THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,

iii. ANY STORED DATA WILL BE ACCURATE OR RELIABLE,

iv. ERRORS OR DEFECTS IN THE DISCLAIMED ITEMS WILL BE CORRECTED, OR

v. THE GROW Labs PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GROW LABS OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMINICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.
YOU UNDERSTAND THAT GROW LABS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. GROW LABS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.
ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GROW LABS. GROW LABS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
GROW LABS’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GROW LABS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.

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;

GROW Labs is not liable under any circumstances to any user for any User content submitted, posted or transmitted by any other User, even if that content violates these Terms of Use or other policies stated anywhere on our Site, and GROW Labs takes no action to remove that content or terminate that User's account;

Your ability to use or interact with the Services is a privilege, not a right, and We reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of these Terms of Use or any applicable law at our sole discretion.

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

These Terms of Use, the access to or Your Use of this Platform, and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, Dutch law.

The Courts of Amsterdam, The Netherlands are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Terms of Use, the access to or Your Use of this Site or Service, and any non-contractual obligations arising out of or in connection with them and accordingly any legal action or proceedings arising out of or in connection with the Terms of Use, the access to or Your Use of the Site or Service and any non-contractual obligations arising out of or in connection with them may be brought in such courts.

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

The Terms of Use shall be effective for a 30-day term, at the end of which they will automatically continue in effect until terminated in accordance with Section 14.2 below.

14.2 Termination

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 info@growlabs.tech, explaining the reason of cancellation, the name of Your Agency and Your function in the Agency.

14.3 Consequences of Termination

If You cancel the Services before the end of Your current paid up month, Your cancellation will take effect immediately and You will not get a refund for the current paid up month nor be charged again for upcoming months. Termination shall not relieve Project Owner or Agency of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to the Project Owner or Agency, and charged to the Project Owner’s or Agencies credit card or other form of payment.

GROW Labs, in its sole discretion, has the right to suspend or terminate Your account and refuse any and all current or future use of the Services, or any other GROW Labs service, for any reason at any time, with or without cause, with or without notice.

GROW Labs reserves the right to refuse the access to the Services to anyone for any reason at any time.

You acknowledge and agreed that GROW Labs will not have any liability whatsoever to You for any suspension or termination.

Termination of your relationship with GROW Labs does not affect your relationship with any Project Owner or Agency you have met through the Site or Service. All legal, contractual and ethical duties, obligations and responsibilities survive termination of the GROW Labs relationship.

All provisions of these Terms of Use which by nature should reasonably survive termination will survive termination, including, but not limited to, invoicing terms and costs, ownership provisions, warranty, disclaimers, indemnity and limitations of liability.

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.

15.3 Compliance

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 info@growlabs.tech 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.
 

15.5 Modifications

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.

15.7 Assignability

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

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction. If two or more provisions of these Terms of Use are deemed to confilict with each other’s operation, GROW Labs shall have the sole right to elect which provision remains in force. Headings in these Terms of Use are for reference purposes only and will not be used in its construction and/or interpretation.

15.9 Language

The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English; De partijen erkennen dat zij hebben ingestemd met een Overeenkomst (“Agreement”) in de Engelse taal.
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.

End

That’s it! If you have any questions or comments concerning these Terms you can always contact us at info@growlabs.tech

Registered with the Chamber of Commerce under business identification number 62982974

GROW Labs cookies

At GROW Labs we use cookies for our analytics, personalized content and ads. By continuing to browse this site, you agree to this use.

or read more