THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between GROWTH MARSHAL, LLC, a limited liability company organized under the laws of the state of New York (“Growth Marshal”) and the client, whether personally or on behalf of an entity (“Client”), with regard to the provision of Search Engine Optimization (SEO) services (the “Service”) by Growth Marshal on behalf of the Client. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the discontinuation of the relationship between Client and Growth Marshal and will be of no further force and effect between the parties, except that any obligation of Client to pay Growth Marshal for services rendered shall remain and continue to be an ongoing obligation owed by Client to Growth Marshal.

1. Intellectual Property Rights

Unless otherwise indicated, the Client’s website and/or other Client-controlled digital assets are the property of Client and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Client and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. Client agrees to grant Growth Marshal access to any Client website or digital asset to be augmented using the Service, and expressly permits Growth Marshal to adjust, change, repair, or augment these assets as required by the provision of the Service.

2. Charges and Payments

Client’s contract for the provision of the Service shall be formed by Client’s purchase of a Subscription Plan, whereby the Terms and Conditions contained herein take immediate effect. All orders are subject to acceptance by Growth Marshal and Growth Marshal will make commercially reasonable efforts to confirm such acceptance by sending an email through a third-party vendor acknowledging receipt of the order to purchase the Service, which will contain certain information including payment and welcome information about the Service (“Onboarding Confirmation Email”). 

If Client purchases a Subscription Plan, that Subscription Plan shall automatically renew on the same date of each month. In order to automatically renew the Subscription Plan, Growth Marshal shall automatically charge Client for the relevant fees by using the payment details that were used to pay the first Subscription charges. If Client’s debit or credit card or PayPal details have changed since the last use of the Service, Growth Marshal may not be able to automatically renew the Subscription Plan. Unless otherwise expressly set out to the contrary or in cases of obvious error, Growth Marshal will make commercially reasonable efforts to ensure that charges for the Service are accurate and correct at all times.

3. Term and Termination

Client’s contract will remain in full force and effect while Client is a recipient of the Service. Growth Marshal may terminate the Client’s contract at any time and for any reason. Client’s Subscription Service shall automatically renew monthly, unless terminated by Client at any time and for any reason. Client is required to inform Growth Marshal upon 15 days via email that Client is canceling the Service. 

Notification and Cure: If either party believes the other party has breached any obligation under this Agreement, it shall provide written notice to the breaching party detailing the nature of the breach. The breaching party will have thirty (30) days from receipt of such notice to cure the breach. If the breach is not cured within that time, the non-breaching party may, at its option, terminate this Agreement or seek all available legal and equitable remedies.

4. WARRANTIES

Unless otherwise expressly set out herein, the Service is provided “AS IS” and Growth Marshal does not give any warranties of any kind including without limitation, warranties of merchantability, suitability, reliability, accuracy, correctness, timeliness, availability, completeness, the fitness for a particular purpose and any warranties arising by statute or otherwise in law or from a course of dealing, course of performance or use of trade, all of which are hereby excluded and disclaimed to the fullest extent permitted by law.

Growth Marshal shall not be liable for any indirect, special or consequential losses, expectations of a specific nature or anticipated outcome, anticipated savings, loss of profit, loss of opportunity, loss of data, loss of contract, loss of goodwill and reputation, loss of management time or any other loss however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in connection with use and/or reliance of the Service, and the contents therein. In no event shall Growth Marshal’s liability exceed the total amount paid by the Client in the 3 months preceding the event giving rise to the claim.

5. Representations

By using the Service, Client represents and warrants that: Client has the legal capacity and agrees to comply with these Terms of Use; Client is not a minor in the jurisdiction of their domicile; Client will not use the Service for any illegal or unauthorized purpose; Client’s use of the Service will not violate any applicable law or regulation.

6. Prohibited Activities

Client agrees to refrain from the following: Make any unauthorized use of the Service; Trick, defraud or mislead Growth Marshal; Interfere with, disrupt or create an undue burden on the provision of the Service or Growth Marshal’s networks, tools, or servers; Use the Service in an effort to compete with Growth Marshal; Harass, annoy, intimidate or threaten any of Growth Marshal’s employees, independent contractors or agents; Disparage, tarnish or otherwise harm Growth Marshal; Use the Service in a manner inconsistent with any applicable laws, statutes or regulations.

7. Management and Oversight

Growth Marshal reserves the right to monitor for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. Growth Marshal further reserves the right to cease the provision of the Service. Such decision shall be in the sole discretion of Growth Marshal, without prior notice or liability to Client. All decisions regarding the management of the Service shall be at the sole discretion of Growth Marshal and shall be designed to protect Growth Marshal’s rights and property.

8. Privacy Policy

By using the Service, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Service is provided in the United States of America. Use of the Service from the EU, Asia or other regions of the world may result in the applicability of laws, statutes or regulations different from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the Service and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. Growth Marshal does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Growth Marshal without parental consent, Growth Marshal shall delete that information as soon as reasonably practical.

9. Returns and Refunds

Growth Marshal reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all services produced by Growth Marshal are prohibited from being used by the Client in any way.

10. Modification

Growth Marshal reserves the right to change, alter, modify, amend or remove anything or any content produced in the course of the Service for any reason at its sole discretion. Growth Marshal reserves the right to modify all or part of the Service without prior notice and without liability to Client.

11. Connection Interruptions

Growth Marshal does not guarantee or warrant the deliverables produced in the course of the Service will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond Growth Marshal’s control. Client agrees that Growth Marshal shall not be liable to Client for any loss, damage or inconvenience caused by Client’s inability to access or use Service deliverables during any interruption in the connection or service.

12. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York.

13. Dispute Resolution and Arbitration

• Agreement to Arbitrate

  Except as otherwise expressly stated herein, you (“Client”) and Growth Marshal agree that any dispute, claim, or controversy arising out of or relating to these Terms and Conditions (“Terms”), or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”), shall be resolved by binding arbitration rather than in court. This means that you and Growth Marshal waive any right to a trial by jury or to participate in a class action.

• Exceptions to Arbitration

  Either party may seek relief in a small claims court if the claim qualifies, and either party may bring a suit solely for injunctive relief to stop unauthorized use or abuse of the Service, infringement of intellectual property, or other claims requiring urgent legal action.

• Arbitration Rules

  The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”) in effect at the time the arbitration is initiated. The AAA Rules and filing instructions are available at www.adr.org or by calling 1-800-778-7879. If there is any inconsistency between the AAA Rules and these Terms, the provisions of these Terms shall control.

• Arbitration Procedure

  Location: Unless you and Growth Marshal otherwise agree, or unless the arbitration administrator or arbitrator requires a different location, the arbitration will be conducted in Rockland County, New York.

  Selection of Arbitrator: A single neutral arbitrator shall be appointed according to AAA Rules.

  Fees: Each party shall bear its own legal fees and costs, unless otherwise required by the AAA Rules or the arbitrator’s award. If the costs of arbitration (including arbitrator fees) impose a greater burden than litigation might, Growth Marshal may agree to reimburse some or all of those fees to the extent permitted by the arbitrator.

• Authority of Arbitrator

  The arbitrator will decide the rights and liabilities, if any, of you and Growth Marshal. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim, grant injunctive or declaratory relief, and award damages consistent with the terms of these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award is based. The arbitrator’s decision is final and binding on you and Growth Marshal, and judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction.

• Class Action Waiver

  You and Growth Marshal agree that any arbitration shall be conducted in your and Growth Marshal’s individual capacities only and not as a class action, collective action, or representative action, and you and Growth Marshal expressly waive your right to file a class action or seek relief on a class basis. If any court or arbitrator determines that this class action waiver is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety, and the parties shall be deemed to have not agreed to arbitrate disputes.

• Continuing Validity of Arbitration Agreement

  This arbitration agreement survives the termination of your relationship with Growth Marshal. If any portion of this arbitration agreement is found unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed, and the remainder of this arbitration agreement shall continue in full force and effect.

• Governing Law for Arbitration

  The interpretation and enforcement of this arbitration agreement shall be governed by the Federal Arbitration Act and, where consistent, the laws of the State of New York without regard to conflict-of-law principles.

14. Disclaimer

The Service is provided on an AS-IS, AS-AVAILABLE, BEST-EFFORT basis. Client agrees that its use of the Service and Services are at Client’s sole risk. Growth Marshal disclaims all warranties, express or implied, in connection with the Service and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Growth Marshal makes no warranties or representations about the accuracy or completeness of the Service or any content thereon or content of any websites linked to the Service and Growth Marshal assumes no liability for any errors, mistakes or inaccuracies of content and materials, any interruption or cessation of transmission to or from the Client’s website, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Service by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Service. Growth Marshal does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Service, a hyperlinked website or any website or mobile application featured in any advertising.

15. Limitations of Liability and Indemnification

Growth Marshal and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Service. Client agrees to defend, indemnify and hold harmless, Growth Marshal and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Service; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Growth Marshal reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Growth Marshal hereunder. Client agrees to cooperate with the defense of such claims.

16. User Data

Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Service. Growth Marshal shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Growth Marshal from any such loss or corruption.

17. Electronic communications, transactions and signatures

Client hereby consents to receive electronic communications from Growth Marshal and Client agrees that all agreements, notices, disclosures and other communications sent via email satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by Growth Marshal or through the Service. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

18. Miscellaneous

These Terms of Use and any policies posted regarding the Service constitute the entire agreement and understanding between the Client and Growth Marshal. Failure of Growth Marshal to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or un-enforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Service shall be construed to constitute the forming of a joint venture, legal partnership, or employment between Client and Growth Marshal.

19. Contact Information

For any questions or complaints regarding the Service, please contact Growth Marshal at: hello@growthmarshal.io