This Terms of Service Agreement (this “Agreement”) governs your access to and use of the Services provided by GrowthAssistant, LLC, a Delaware limited liability company (“GrowthAssistant”). By creating an account, signing an Order, or otherwise accessing or using the Services, you (“Client”) agree to be bound by this Agreement as of the date of such first action (the “Effective Date”). GrowthAssistant and Client are each individually a “Party” and are collectively the “Parties.” GrowthAssistant is an outsourcing company that specializes in providing services related to vetting, recruiting and training assistants as well as ongoing human resources and payroll support (the “Services”) for its clients, and Client desires to engage GrowthAssistant for the Services and GrowthAssistant desires to provide such Services to Client. Client agrees to this Agreement by Electronic Acceptance. If Client is an entity, the individual providing Electronic Acceptance represents and warrants that they have the authority to bind Client to this Agreement. Terms may be defined in the “Definition” section at the end of this Agreement.
Therefore, for the consideration set forth herein, the Parties, intending to be bound, agree as follows:
AGREEMENT
1. GrowthAssistant Services and Orders.
a. Services. GrowthAssistant will perform Services in accordance with this Agreement and the applicable Order. The Services may include vetting, recruiting, training, and/ or human resources and payroll support in connection with assigning Assistants to Client. Client will submit requests via the communication tools listed in the applicable Order (e.g., email, chat, ticketing). Client may submit multiple Orders at one time.
b. Changes; Orders. The applicable Order(s) will set forth the number of Assistants agreed upon by Client and GrowthAssistant and assigned to Client for completion of Client’s Tasks. Client may request a change of Client’s assigned Assistant in writing to GrowthAssistant at any time for no added cost. Client may request an increase or decrease in the number of Assistants assigned to Client in writing to GrowthAssistant at any time for cost modifications as agreed to by the Parties. GrowthAssistant will use commercially reasonable efforts to implement, within a commercially reasonable time (taking into account the nature of the requested change and market conditions) or within such other timeframe specified in an Order, any change of Client’s assigned Assistant or in the number of assigned Assistants. The scope of Client’s Tasks for any Assistant that Client submits to GrowthAssistant is non-transferable. Client shall not sell or transfer Tasks that are on Client’s plan.
c. Service Plans; Overtime. The GrowthAssistant plan shall include forty (40) hours of Tasks by each assigned Assistant. Assistants are not required to work on applicable holidays as stated on the Order, and the Standard Weekly Hours shall be interpreted accordingly. If any hours for one week are unused by the subsequent week, such unused hours will not carry over to the subsequent week. Client must approve any work in excess of the Standard Weekly Hours in writing and overtime shall be billed to the Client at the Overtime Rate at set forth in the applicable Order.
d. Term of Plan. Each Assistant will be assigned to Client for the term set forth in the applicable Order. Such term will begin on the Service Start Date. Each assignment will automatically renew until terminated in accordance with Section 3. Each Assistant assignment has an initial commitment period of ninety (90) days from the Service Start Date (the “Initial Commitment”), unless otherwise defined in the applicable Order. After the Initial Commitment, the assignment renews on a month-to-month basis, or such other renewal period as stated in the applicable Order, unless terminated under Section 3.
e. Transferability. Client’s GrowthAssistant account is non-transferable
2. Termination.
a. Term. This Agreement shall commence on the Effective Date and shall continue until all Orders are terminated (the “Term”). Each Order shall commence on the Service Start Date set forth in the applicable Order and continue through the Initial Commitment for each Assistant and thereafter renew month-to-month unless terminated as provided herein.
b. Termination
i. By GrowthAssistant. GrowthAssistant may terminate any Order or this Agreement upon thirty (30) days’ written notice. If GrowthAssistant terminates for breach, Client shall remain liable for all fees for the remainder of the Term.
ii. By Client. Client may terminate for convenience (i) effective at the end of the Initial Commitment with thirty (30) days’ written notice, or (ii) during the Initial Commitment upon thirty (30) days’ written notice and payment of an early termination fee equal to the lesser of (A) the Monthly Subscription Price remaining in the Initial Commitment for the affected Assistant(s), or (B) one (1) month of the then-current Monthly Subscription Price per affected Assistant.
c. Suspension. GrowthAssistant may, within its sole discretion, immediately suspend Services or terminate any Order or this Agreement upon written notice if Client: (1) engages in abusive, discriminatory, harassing, or unsafe conduct toward any Assistant; (2) requests or directs unlawful, unethical, or unsafe work; or (3) materially breaches applicable Law, this Agreement, or an Order and fails to cure within ten (10) days after notice (where curable).
d. Effect of Termination. Upon expiration or termination of this Agreement: (i) all amounts owed to GrowthAssistant (including all outstanding commitments, guarantees, and/or cancellation fees) under this Agreement will be immediately due and payable; (ii) each Party will promptly return to the other Party such Party’s Confidential Information except to the extent required by Law or retained in a Party’s backup systems until it can be deleted in the ordinary course of business, provided that all such information and materials will remain subject to the confidentiality requirements set forth in this Agreement; and (iii) all rights and non-surviving licenses granted by either Party to the other Party hereunder will immediately terminate. The following provisions will survive expiration or termination of this Agreement: Section 3 (Intellectual Property Rights and Ownership), Section 5 (Fees) (until all outstanding payments are made), Section 6 (Representations, Warranties, and Covenants), Section 7 (Indemnification), Section 8 (Limitations of Liability), Section 9 (Placement Option; Conversion/Buy‑Out Fee) (in accordance with its terms), Section 10 (Confidentiality), Section 11 (Miscellaneous), this Section 3(d), as well as any other provision of this Agreement that, in order to give proper effect to its intent, should survive such expiration or termination.
3. Intellectual Property Rights and Ownership.
a. Client Data. Client retains all right, title and interest in and to its Client Data. Client hereby grants to GrowthAssistant a worldwide, royalty-free right during the Term to collect, use, reproduce and modify the Client Data solely in connection with the delivery and optimization of the Services. All Work Product created by an Assistant for Client under this Agreement shall be deemed "work for hire" to the maximum extent permitted by applicable law and shall be the sole and exclusive property of Client. To the extent that any Work Product is not deemed "work for hire" by operation of law, GrowthAssistant hereby assigns to Client all right, title, and interest in and to such Work Product that GrowthAssistant may have, including all Intellectual Property rights therein. If GrowthAssistant does not have the right to assign such Work Product to Client (e.g., if the Work Product is owned by the Assistant and not GrowthAssistant through its agreements with the Assistant), Client shall be solely responsible for obtaining all necessary assignments directly from the Assistant.
b. GrowthAssistant Data. GrowthAssistant retains all right, title and interest in and to the Services (including, for the avoidance of doubt, any GrowthAssistant technology) and GrowthAssistant Data. GrowthAssistant hereby grants to Client a worldwide, royalty-free, perpetual and irrevocable right to use the GrowthAssistant Data for internal reporting and other internal business needs, and to aggregate such data with other performance metrics for such purposes, during the Term.
c. GrowthAssistant Content. GrowthAssistant shall retain all right, title and interest in any content provided or made available by GrowthAssistant, including all enhancements, modifications, derivative works, and any other materials provided or made available by GrowthAssistant or its licensors or other third parties to Client or otherwise contained in the Services (the “GrowthAssistant Content”), and all Intellectual Property in and to any of the foregoing. For the avoidance of doubt, nothing in this Agreement shall be construed as granting any right or license to the GrowthAssistant Content to Client after the Term.
4. Restrictions on Use; Security.
a. Client’s Restrictions. Client will not, directly or indirectly, use, copy, reproduce, publish, display, reverse engineer, disassemble, reconstruct or decompile the Services or any aspect or portion thereof or technology related thereto, or alter or remove any identification, trademark, brand or any notice from the Services. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be deemed to grant, directly or by implication, any right or license with respect to any Intellectual Property of the other Party, and each Party retains all right, title and interest in and to its respective Intellectual Property.
b. Data Security. GrowthAssistant agrees to protect the privacy and security of Client Data according to applicable Law, using commercially-acceptable standards, and no less rigorously than it protects its own confidential information. Client is solely responsible for managing and securing an Assistant's access credentials to Client systems and Client Data. GrowthAssistant has no control over the security of such access and is not responsible for any breach or misuse caused by an Assistant in connection with their access to Client systems or Client Data. In no event shall GrowthAssistant be responsible for any damages arising from a third-party breach of such Client Data provided it has met the security standards in the preceding sentence. If Client terminates this Agreement, Client may request in writing that its personal data be wholly erased from GrowthAssistant’s records.
c. No Implied Licenses. Except as expressly stated in this Agreement, neither Party grants any right or license to any Intellectual Property to the other Party by implication, estoppel or otherwise. Neither Party shall acquire any rights to the other Party’s Intellectual Property by virtue of the provision of the Services or this Agreement.
5. Fees
a. Monthly Subscription; Changes; Online Orders. The Monthly Subscription Price and any add‑ons are set forth in the applicable Order or online subscription or pricing plan presented via GrowthAssistant’s billing platform. GrowthAssistant may increase pricing on a per Assistant basis upon no less than thirty (30) days’ prior written notice (email acceptable), effective at the start of the next monthly period; provided that no increases will take effect during the Initial Commitment for the affected Assistant(s). Client may purchase Services by submitting one or more Orders through GrowthAssistant’s online checkout, billing platform, account portal, or other ordering flows. Each Order is incorporated into and governed by this Agreement once accepted by GrowthAssistant, which may occur automatically when GrowthAssistant confirms the Order, charges Client’s payment method, or begins providing the Services.
b. Early Search Cancellation Fee. If Client instructs GrowthAssistant to commence vetting, recruiting, or sourcing candidates for a new Assistant or role and thereafter cancels such search prior to the applicable Service Start Date, Client shall pay GrowthAssistant a non‑refundable early termination fee of two thousand five hundred dollars ($2,500) per affected role, which may be invoiced upon cancellation.
c. Disputed Amounts. Client must notify GrowthAssistant in writing of any bona fide dispute in an invoice within ten (10) days of invoice date with reasonable detail. The Parties will confer in good faith to resolve within ten (10) days. Client will timely pay all undisputed amounts. Late fees and suspension apply only to undisputed amounts and disputed amounts not paid within five (5) days after resolution.
i. Advertised prices are subject to add-on fees for any custom solutions required by Client that are outside of typical solutions that GrowthAssistant usually performs.
ii. If a payment method is declined, Client has forty‑eight (48) hours to resolve. If unpaid thereafter, GrowthAssistant may suspend the Services. If any undisputed amount remains unpaid for ten (10) days after suspension, GrowthAssistant may terminate the applicable Order for cause.
iii. Any agreement or attempted agreement between Client and the Assistant in connection with a service contract requiring that payment be made outside of GrowthAssistant shall constitute a material breach of this Agreement, and any such agreement or attempted agreement shall be subject to cancellation without refund.
d. Automatic Payments. Unless otherwise set forth in writing, Client hereby authorizes GrowthAssistant, or its third‑party payment processor, to charge Client’s credit card or other approved payment method on file on or near the first of each billing period for that period’s service, in accordance with the billing schedule shown in the applicable Order or online account. Client is responsible for maintaining current and valid payment information on file and may update it at any time. GrowthAssistant will provide a receipt for each charge. Payment shall be made in U.S. dollars by credit card or other approved payment method. All amounts paid by credit card will be subject to a processing fee equal to three and one-quarter percent (3.25%) of the amount charged. If a payment method is declined, GrowthAssistant will notify Client, and Client agrees to promptly update its payment information. Any undisputed amounts remaining unpaid thirty (30) days following the payment due date and all disputed payments remaining unpaid after resolution shall bear interest accruing from the original payment due date through the date of payment at the lower interest rate of (i) 1.0% per month and (ii) the highest interest rate allowed by Law.
e. Taxes. All amounts payable under this Agreement are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on such amounts. Client shall be responsible for all such charges, costs and taxes (except for taxes on GrowthAssistant’s income).
6. Representations, Warranties, and Covenants.
a. Mutual. Each Party represents, warrants, and covenants to the other that:
i. it is a legal entity duly organized, validly existing and in good standing in the jurisdiction of its formation;
ii. it has full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations hereunder; and
iii. this Agreement has been validly entered into by such Party (including by Electronic Acceptance) and constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
b. By GrowthAssistant. GrowthAssistant represents, warrants, and covenants to Client that:
i. it shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards;
ii. it has all rights, waivers, and permissions necessary to perform the Services; and
iii. the GrowthAssistant Content will not (A) violate any applicable Law, including without limitation privacy and data security Laws, or (B) contain any illegal, obscene or pornographic material, hate speech, or material that is or contains malware, viruses, or other potentially destructive computer programs and security threats.
c. By Client. Client represents, warrants, and covenants to GrowthAssistant that:
i. it has all rights, waivers and permissions necessary to deliver the Client Data to GrowthAssistant for use in connection with Services, and has obtained all necessary consents and made all necessary disclosures for the transmission of such data to GrowthAssistant for use in connection with the Services;
ii. the Client Data will not (A) violate any applicable Law, including without limitation privacy and data security Laws, or (B) contain any illegal, obscene or pornographic material, hate speech, or material that is or contains malware, viruses, or other potentially destructive computer programs and security threats; and
iii. it will provide to GrowthAssistant timely assistance, cooperation, and complete and accurate information necessary for GrowthAssistant to perform the Services, including without limitation, timely approval or feedback as reasonably requested by GrowthAssistant.
d. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GROWTHASSISTANT MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INFORMATION, TASKS, PROJECTS, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. FOR THE AVOIDANCE OF DOUBT, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CLIENT ACKNOWLEDGES AND AGREES THAT GROWTHASSISTANT MAKES NO REPRESENTATIONS OR WARRANTIES (A) FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SERVICES; (B) THAT THE SERVICES WILL BE FREE FROM DEFECTS, ERRORS OR DELAYS, (B) RELATING TO THE RESULTS OR PERFORMANCE OF THE SERVICES, (C) RELATING TO ANY THIRD-PARTY SOFTWARE, SERVICE, OR MATERIALS; OR (D) WITH RESPECT TO ANY ALPHA OR BETA PRODUCTS OR SERVICES USED VOLUNTARILY BY CLIENT.
7. Indemnification.
Each Party (an “Indemnitor”) shall indemnify, defend and hold the other Party, and its respective officers, directors, shareholders, affiliates, employees, agents and representatives (each, an “Indemnitee”) harmless from and against any and all third-party claims, including all liabilities, costs and expenses (including reasonable attorneys’ fees and related costs and expenses) related thereto, arising from or relating to (i) the Indemnitor’s breach of its representations, warranties, covenants, or obligations hereunder or (ii) the Indemnitor’s violation of any applicable Law. Additionally, Client will indemnify GrowthAssistant from claims arising from Client’s harassment, discrimination, or other unlawful treatment of any Assistant in connection with the Tasks, or from any breach of security, loss, or unauthorized access to Client systems or Client Data arising from an Assistant's access thereto, for which Client is responsible as set forth herein. Each Indemnitor’s obligations of indemnification under this section shall be conditioned upon the Indemnitee (a) providing the Indemnitor prompt written notice of any such claim, provided that the Indemnitee’s failure to timely provide such notice shall not relieve the Indemnitor of its indemnification obligations except to the extent the Indemnitor can demonstrate actual prejudice as a result of such failure; (b) providing reasonable cooperation to the Indemnitor, at Indemnitor’s expense, in connection with the defense and/or settlement of the claims; and (c) permitting the Indemnitor to control the investigation, defense, settlement and appeal of the claim, provided that any settlement that involves liability or an admission on the part of the Indemnitee shall be first approved in writing by such Indemnitee.
Notwithstanding the foregoing, GrowthAssistant shall have no liability under this Section to the extent a claim of infringement is based on any Client Data incorporated into the Services, any modification of the Services or GrowthAssistant Content by Client, the combination of the Services with any Client Data or third-party materials, or use of the Services other than as provided in this Agreement. In the event that there is a claim, or GrowthAssistant believes there is likely to be a claim that the Services (or any GrowthAssistant Content included as part of the Services) infringe on any third-party rights, GrowthAssistant may at its discretion (x) modify the Services such that they are no longer infringing, (y) replace such Services with non-infringing materials, or (z) terminate the Agreement with no further obligation to Client except for those obligations that expressly survive termination.
8. Limitations of Liability.
a. NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS PROVIDED IN SUBSECTION (c) BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ANTICIPATED SAVINGS OR LOSS OF DATA, UNDER ANY THEORY OF LIABILITY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. LIMITATION ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS PROVIDED IN SUBSECTION (c) BELOW, IN NO EVENT SHALL GROWTHASSISTANT’S LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO GROWTHASSISTANT DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO SUCH LIABILITY.
c. EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL NOT APPLY TO (I) A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A BREACH BY A PARTY OF ITS INDEMNIFICATION OBLIGATIONS (OR ANY AMOUNTS PAYABLE IN CONNECTION WITH SUCH OBLIGATIONS), OR (III) A PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD.
9. Placement Option; Conversion/Buy‑Out Fee.
a. No Direct Engagement During Term. During the Term, Client will not directly or indirectly engage any Assistant or GrowthAssistant employees introduced or assigned by GrowthAssistant without GrowthAssistant’s prior written consent.
b. Conversion After Term; Buy‑Out Fee. Client may directly engage an Assistant or GrowthAssistant employee introduced or assigned by GrowthAssistant within twelve (12) months after the termination of this Agreement by paying GrowthAssistant a one‑time conversion fee equal to twenty‑four (24) times the then‑current Monthly Subscription Price for such Assistant or GrowthAssistant employee, unless otherwise specified in the Order.
c. No Fee If No Hire. No fee is due if Client does not directly or indirectly engage the Assistant or GrowthAssistant employee.
d. Acknowledgment. The Parties agree this fee reasonably reflects GrowthAssistant’s recruiting, training, and placement investment and is not a penalty.
10. Confidentiality.
Each Party agrees: (i) to use reasonable care to preserve and protect the confidentiality of the other Party’s Confidential Information; (ii) only to use Confidential Information to exercise its rights and fulfill its obligations under this Agreement; and (iii) not to disclose such Confidential Information to any third party other than to its agents, employees, and contractors (including legal and financial advisors), on a need-to-know basis and who are obligated to keep such information confidential consistent with this Section 11. If the receiving Party is required by Law to disclose any Confidential Information of the other Party, then, to the extent permitted by applicable Law, the receiving Party shall promptly, and prior to such disclosure, notify the disclosing Party of such requirement so that the disclosing Party can seek a protective order, confidential treatment, or other remedy. No such compelled disclosure by the receiving Party will otherwise affect its obligations with respect to the Confidential Information so disclosed. Upon the expiration or termination of this Agreement, and subject to any contrary obligations under this Agreement or applicable Law, receiving Party shall promptly return, or destroy and erase from all systems it directly or indirectly uses or controls, disclosing Party’s Confidential Information, except in backup systems until deleted in the ordinary course (provided that all such information and materials in backup systems will remain subject to the confidentiality and security requirements set forth in this Agreement). Each Party acknowledges that any breach or threatened breach of this Section may cause irreparable injury to the disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing Party shall be entitled to seek injunctive relief against the receiving Party without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by Law.
11. Publicity.
Client grants GrowthAssistant a limited, non‑exclusive, royalty‑free, worldwide license to use Client’s name, trademarks, and logos (the “Client Marks”) on GrowthAssistant’s website, in customer lists, pitch materials, and other marketing and promotional materials to identify Client as a customer, provided that such use is in accordance with any brand guidelines that Client provides in writing. GrowthAssistant shall not issue any press release or other public announcement that discloses Client’s Confidential Information without Client’s prior written consent. Upon Client’s written request, GrowthAssistant will cease any new public use of the Client Marks as soon as reasonably practicable.
12. Miscellaneous.
a. Further Assurances. Upon a Party’s reasonable request, the other Party shall execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.
b. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties regarding the subject matter hereof.
c. Notice. Unless otherwise provided herein, any notice under this Agreement shall be in writing, and shall be delivered in person, via email, or duly sent by overnight courier, or first class registered or certified mail. Notices to GrowthAssistant shall be sent to the postal and/or email addresses specified by GrowthAssistant on its website or in the applicable Order or account portal. Notices to Client shall be sent to the email address and/or postal address associated with Client’s account or Order, or such other address as specified by a Party via notice to the other Party given in accordance with this Section.
d. Headings. The headings of this Agreement are for reference only and do not affect the interpretation of this Agreement.
e. Severability. Each provision of this Agreement shall be viewed as separate and distinct, and in the event that any provision shall be deemed by an arbitrator or a court of competent jurisdiction to be illegal, invalid, or unenforceable, the arbitrator or court finding such illegality, invalidity, or unenforceability shall modify or reform this Agreement to give as much effect as possible to such provision. Any provision which cannot be so modified or reformed shall be deleted and the remaining provisions of this Agreement shall continue in full force and effect.
f. Waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision.
g. Choice of Law. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection based on forum non conveniens. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
h. Assignment. Neither Party shall assign or transfer any part of this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed; provided, however, that a Party may assign this Agreement, without the need for such written consent, (i) in connection with a merger, sale of all or substantially all of such Party's assets, or similar change of control transaction or (ii) upon written notice to the other Party, to a corporate affiliate. Any other attempt to transfer or assign is void. This Agreement shall be binding on and inure to the benefit of each Party’s successors and permitted assigns.
i. Relationship of the Parties. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties.
j. Force Majeure. Neither Party will be liable for any acts or omissions resulting from circumstances or causes beyond its reasonable control, provided that such Party shall use its commercially reasonable efforts to mitigate the effects, shall give the other Party prompt written notice of the situation beyond its control, and the time for performance shall be extended for the period of delay or inability to perform due to such occurrences (except with respect to payment obligations).
k. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically shall be effective as delivery of an original executed counterpart of this Agreement.
l. Amendment. This Agreement may not be amended, modified, or altered except by a written agreement executed by both Parties, or by Client's acceptance of updated terms provided by GrowthAssistant through electronic means (e.g., online click-through or email notification). If Client accesses the Services via a website or portal and agrees to click‑through terms, such acceptance constitutes binding agreement. In the event of a conflict between an Order (including any electronic or online Order), this Agreement, and any other click‑through terms, the order of precedence shall be: (1) the Order; (2) this Agreement; and (3) the click-through terms. GrowthAssistant may update any click-through terms from time to time by providing notice to Client via email or by posting the updated terms at a URL identified by GrowthAssistant, and such updates will become effective thirty (30) days after notice. Continued use of the Services after the effective date constitutes Client’s acceptance of the updated terms, provided that no update will materially reduce GrowthAssistant’s obligations or Client’s rights under an active Order without Client’s express written consent.
13. Definitions.
Capitalized terms not defined in the body of this Agreement have the meanings given in this Section.
a. “Assistant” means a personnel resource assigned to Client by GrowthAssistant pursuant to an Order.
b. “Client Data” means all Client Intellectual Property, Confidential Information, Tasks and Client Material submitted to GrowthAssistant in the performance of the Services.
c. “Client Material” means the job descriptions, Tasks and other material required by GrowthAssistant to perform the Services and provided by Client to GrowthAssistant.
d. “Electronic Acceptance” means Client's affirmative assent to the terms of this Agreement or any amendment thereto, demonstrated by an action such as clicking an “I Accept,” “Agree,” or similar electronic indication, submitting or signing an Order, or continuing to access or use the Services after being notified of a change.
e. “Confidential Information” means any information disclosed, directly or indirectly, whether orally, in writing or otherwise, by one Party to the other Party which is or should reasonably be understood to be confidential or proprietary information of the disclosing Party, including without limitation know-how, trade secrets, financial information, pricing, business plans, and strategies. The provisions of this Agreement are the Confidential Information of each Party. Confidential Information shall not include information that: (i) is known to the receiving Party at the time of the disclosure; (ii) is or has become publicly known through no wrongful act of the receiving Party; (iii) has rightfully been received from a third-party without a known obligation of confidentiality; (iv) is independently developed by the receiving Party without the use of Confidential Information of the disclosing Party.
f. “GrowthAssistant Data” means any data provided by GrowthAssistant to Client, including all technologies, know-how, ideas, concepts, methods, processes, software, GrowthAssistant Content and documentation made available by GrowthAssistant or its licensors or other third parties to Client or otherwise contained in the Services, and any Intellectual Property rights in and to any of the foregoing, excluding the Client Data.
g. “Intellectual Property” means any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person or entity holds proprietary rights, title, interests or protections, however arising, pursuant to the laws of the United States or any other jurisdiction throughout the world whether registered or unregistered, including all applications, registrations, renewals, issues, reissues, extensions, divisions and continuations in connection with any of the foregoing, and the goodwill connected with the use of and symbolized by any of the foregoing.
h. “Law” means any applicable law, statute, ordinance, or code; any governmental rule, regulation, regulatory guideline, or order; any binding court order, judgment, or decree; and any official interpretations of any of the foregoing.
i. “Monthly Subscription Price” is the amount set forth on the applicable Order.
j. “Order” means an order, checkout page, pricing card, or other ordering document presented by GrowthAssistant (including via a third‑party billing platform) that references this Agreement and specifies assigned role(s), weekly hours, pricing (including any overtime formula), Service Start Date, equipment or other add‑ons, and any custom terms.
k. “Overtime Rate” is defined in the Order.
l. “Pricing Exhibit” means the pricing card included in an Order for a specific Client.
m. “Service Start Date” means when Client’s assigned Assistant participates in an onboarding call with Client.
n. “Standard Weekly Hours” means the weekly hours per Assistant set forth in the applicable Order (e.g., 40 hours/week) minus any applicable holidays.
o. “Tasks” means the scope of requests, services or tasks a Client seeks an Assistant to perform, as may be fully described on an applicable Order.
p. “Work Product” means any original content created by an Assistant for the Client in the performance of Tasks, including research projects, reports, templates, spreadsheets, emails, notes and forms.