Terms of Service - Growth Labs

last updated: February 2018

Scope of Work

This signed agreement (hereinafter “Agreement”) represents the development and/or design work (hereinafter “Services”) to be performed by supplier (hereinafter “Growth Labs”) on the behalf of the client (hereinafter “Client) according to the agreed upon timeline, product, and goals set forth in the attached proposal (hereinafter “Proposal”).

Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote from Growth Labs, then the Client will be deemed to have satisfied themselves as to the Terms of Service herein (hereinafter “Terms”) and have accepted these Terms and Conditions in full. Any purchase or use of our services implies that you have read and accepted our Terms and Conditions.

Web Browsers

Growth Labs shall make every effort to ensure websites are designed to be viewed by as many visitors as possible. Websites are designed to work with the most popular current browsers (Chrome, Firefox, Safari). Client agrees that Growth Labs cannot guarantee correct functionality with all browser software across different operating systems and devices. Growth Labs shall not be responsible for any web pages or applications which do not display acceptably in new versions of browsers, released after the website have been designed and handed over to the Client. Growth Labs reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software, if contacted by the Client to perform such work.

Payment and Invoices

Charges for services to be provided by Growth Labs are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days, after which Growth Labs reserves the right to alter or cancel the quotation if Client has not communicated that they accept the terms and the quote. Unless agreed otherwise with the Client, all Services require an advance deposit of fifty (50) percent of the project quotation total before the work is to begin. The remaining fifty (50) percent and all additional costs and expenses incurred are due before Growth Labs hands over the results of the Services. Payment for Services is due by bank transfer to the Growth Labs account made available on invoices after the Client accepts the quote and the Terms. Invoices are normally sent via email and are, unless otherwise stated, due 15 days after the date of issue, upon receipt.

Confidentiality

During the carrying out of the Service, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Growth Labs in order for Growth Labs to complete the Service specified in the Scope of Work in the proposal in its final form. Growth Labs will not share any of this proprietary information nor use it for their benefit, at any time, even after the Agreement is fulfilled.

Ownership Rights and Intellectual Property

Client continues to own any and all proprietary information it shares with Growth Labs during the term of this Agreement for the purposes of the Services. Growth Labs has no rights to this proprietary information and may not use it except to complete the Project. Upon completion of the Agreement, Client will own the final product of the delivered Service. Client recognizes that websites generally have a common structure and basis. Growth Labs shall continue to own any and all template designs it may have created prior to this Agreement. Growth Labs shall own any template designs or modules that may be created as a result of this Agreement and reserves the right to reuse them in any future projects for other clients. Client guarantees that the Client has the legal right to all elements of text, photographs, and anything else that will be provided to Growth Labs. Client shall not hold Growth Labs responsible for any third-party claims. Growth Labs will turn over our work product, including any necessary files on request, after being paid in full for the Services. Client will be responsible for their safekeeping and may request that Growth Labs delete their copies of the files. Growth Labs reserves the right to own any copyrightable work, ideas, inventions, products, or other information that Growth Labs may create in connection with the Services provided. Growth Labs guarantees that they have the legal right to all elements related to the Services provided and will not hold Client responsible for any third-party claims.

Warranties

Growth Labs represents and warrants that they have the right to enter into and perform this Agreement and have the right to utilize and distribute the designs created for Client and that such designs are not owned by anyone else to Growth Lab’s knowledge. In the event that Growth Labs does not have these rights, Growth Labs will repay any associated damages Client may have experienced or will take responsibility so that Client does not experience any damages. Client represents and warrants that they have the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to Growth Labs to be included in the project. In the event that Client does not have these rights, Client will repay any associated damages Designer may experience or will take responsibility so that Designer does not experience any damages. Growth Labs shall carry out its Service for Client’s purposes and specifications to the best of their ability. Growth Labs does not represent, guarantee, or warrant that said website will create any additional profits, sales, exposure, or brand recognition. Growth Labs makes no guarantees that the Service or product thereof does not increase sales, brand recognition, visitors, or have any other positive effect on Client’s business.

Limitation of Liability

In no event will Growth Labs, its directors, employees, contractors, or agents be liable to any client or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or loss of data arising from a client's use of the services, or any user content, user websites or other materials accessed or downloaded through the services, even if Growth Labs is aware or has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Growth Lab's liability to the client, or any party claiming through a client, for any cause whatsoever, and regardless of the form of the action, is limited to the amount paid, if any, by a client to Growth Labs for the services in the three (3) months prior to the initial action giving rise to liability. This is an aggregate limit. The existence of more than one claim herein will not increase this limit.

Indemnification

Client agrees to indemnify, defend and hold harmless Growth Labs, our affiliates, and their respective officers, directors, employees, partners, third-party vendors, and agents (each an "Indemnified Party" and, collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) Client's use of the Services, (ii) any breach or violation by a Client of this Agreement; or (iii) any acts or omissions by a Client. The terms of this section shall survive any termination of this Agreement.

Governing Law and Jurisdiction

The rights and obligations of Growth Lab's and the Client, established by this Agreement, their validity and other legal issues shall be governed by and interpreted in accordance with the laws of the United States. All disputes between the parties arising in connection with this Agreement will be solved in the first instance with a consistent effort to reach an agreement between the parties. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.

Severability

If any provision or portion of any provision of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) herein shall remain in full force and effect.

Assignment

A Client may not assign or transfer this Agreement or any of a Client's rights or obligations herein, without the prior written consent of Growth Labs, to a third party or any other entity. Any attempted assignment in violation of this Agreement shall be null and void and have no force or effect whatsoever. Growth Labs may assign our rights and obligations under this Agreement and may engage subcontractors or agents in performing our duties and exercising our rights herein, with the consent of the Client. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Force Majeure

Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, disasters, labour disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, the Client acknowledges and agrees that any supplier of a third-party product or service that is identified as a third-party beneficiary in the service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against user as if it were a party to this Agreement.

Entire Agreement

This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement and its addendums constitutes the sole and entire agreement between Growth Labs and the Client with respect to the matters covered hereby.

Termination

If either Party fails to follow through with their responsibilities or obligations under this Agreement, the other Party can end this Agreement by giving a ten (10) day written notice. In the event that the Client terminates this Agreement, the Client shall settle all accounts with Growth Labs and pay for any hours billed and expenses incurred by Growth Labs while working to fulfil the Agreement up to the point where Growth Labs received the termination notice. In the event that Growth Labs terminates this Agreement, Growth Labs shall be required to hand over all work completed or not to the Client and request no further remuneration than the Client has already paid. The deposit for work done shall be kept in full by Growth Labs regardless of the amount of work done but not additional expenses shall be levied on the Client with the following exception: A Client shall reimburse Growth Labs for any 3rd party applications, services, licenses, subscriptions, or contractors that were purchased, hired, or otherwise procured by Growth Labs on behalf of the Client for the carrying out of this Agreement. This Agreement will automatically terminate when both Parties have performed all their obligations under the Agreement and all payments have been made.