Terms of Service

Last Modified: March 1, 2019

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This document constitutes a contract between you (the Customer) and BGI. It describes the services BGI will provide to you, how we will work together, and other aspects of our business relationship. We cannot provide our products and services to you unless you agree to the Terms of Service. By using the Growth Groups Subscription Service (the “Subscription Service”), you are agreeing to these terms.

1. Definitions
2. General Commercial Terms
3. Subscription Type Terms
4. Product Disclosures
5. General Legal Terms
6. Jurisdiction Specific Terms

***CURRENTLY HIDDEN***

Last Modified: March 1, 2019

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This document constitutes a contract between you (the Customer) and BGI. It describes the services BGI will provide to you, how we will work together, and other aspects of our business relationship. We cannot provide our products and services to you unless you agree to the Terms of Service. By using the Growth Groups Subscription Service (the “Subscription Service”), you are agreeing to these terms.

We periodically update these terms. If you have an active BGI subscription, we will let you know when we do via an email or in-app notification. You can find archived versions of the terms here.

1. Definitions
2. General Commercial Terms
3. Subscription Type Terms
4. Product Disclosures
5. General Legal Terms
6. Jurisdiction Specific Terms

1. Definitions

a. “Agreement” means these Customer Terms of Service and all materials referred or linked to in this document.

b. “Paid Users” means those types of Users (defined below) for which we charge you fees as set forth on our Pricing Page (https://gogrowthgroups.com/pricing/).

c. “BGI Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that BGI incorporates into the Subscription Service.

d. “Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a one (1) month upfront payment, the Billing Period will be one (1) month.

e. “Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

f. “Consulting Services” means the professional services provided to the Customer by BGI, which may include training services, support, integration or other consulting services.

g. “Customer Data” means all information that you and/or your Users submit or collect via the Subscription Service, excluding information submitted as Growth Group User Information or deemed as Sensitive Information.

h. “Customer Materials” means all materials that you provide, upload, input or submit for public display through the Subscription Service.

i. “Enrichment Data” means any data that we make available to you as part of the Subscription Service. Enrichment Data does not include personally identifiable information or Sensitive Information. We may obtain Enrichment Data from public or third party sources and our internal data processes provided from Customer Data.

j. “Group” means a single peer advisory group of up to 9 Participants.

k. “Growth Group User Information” means any information supplied by Users as part of the “Updates”, “Challenges”, “Notes” or “Action Items” aspects of the Subscription Service, excluding any information deemed as Sensitive Information.

l. “Order” or “Order Form” means the BGI-approved form or online subscription process by which you agree to subscribe to the Subscription Service. Orders are completed through an online document signature process and an online payment process.

m. “Organizers” means the individual or individuals who serve as the primary point of contact between BGI and the Customer for the purposes of recruiting, grouping and launching Groups.

n. “Participant” or “Participants” refers to the individuals who join a Group.

o. “Personal Information” means any information that Users voluntarily submit to us and that identifies them personally, including contact information, such as name, e-mail address, company name, address, phone number, and other information about themself or their business, excluding information submitted as Growth Group User Information or deemed as Sensitive Information.

p. “Pricing Page” means BGI’s Pricing Page available at https://gogrowthgroups.com/pricing/, as updated by us from time-to-time.

q. “Sensitive Information” means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.

r. “Subscription Fee” means the amount you pay for the Subscription Service.

s. “Subscription Service” means all of our web-based peer advisory group programs and software that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://gogrowthgroups.com, http:// http://brazengrowthgroups.com, or another designated URL, and any ancillary products and services that we provide to you.

t. “Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

u. “Third-Party Products” means products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-BGI apps available from, for example, the following: promotional landing pages (WordPress), registration and confirmation forms (Typeform), organization pages (Google Sheets), etc.

v. “Third-Party Sites” means third-party websites linked to from within the Subscription Service, including Communications Services.

w. “Users” means any of your employees, representatives, consultants, customers, alumni, contractors or agents who are authorized to use the Subscription Service as Participants or Organizers by the Customer and have unique User identifications and passwords for the Subscription Service.

x. “We”, “us”, “BGI” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.

y. “You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the Customer.

2. General Commercial Terms

a. Access
i. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them in your BGI account. We might provide some or all elements of the Subscription Service through third party service providers.

ii. All Users associated with this Agreement and provided access to the Subscription Service by Customer will be required to accept the End User Access Agreement (EUAA) as part of their registration and confirmation process, accessible at https://gogrowthgroups.com/legal/end_user_access_agreement .

b. Additional Features
i. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating additional features from within your BGI account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate with BGI.

c. Availability
i. We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

d. Consulting Services
i. You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Pricing Page and will be delivered in English. Fees for these Consulting Services may be in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.

ii. All Consulting Services are performed remotely, unless you and we otherwise agree.

iii. For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

iv. If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase. If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

v. We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

e. Fees and Payments
i. Subscription Fees.
1. The Subscription Fee will fluctuate on a month-to-month basis according to the Pricing Page during the Subscription Term based on the number of Groups and Participants registered to you. The Subscription Fee will never drop below 1 Group (max of 9 Participants) for the duration of the Subscription Term. We will monitor or audit remotely the number of Participants and Groups registered in the Subscription Service.

ii. Fee Adjustments in Next Billing Period.
1. We determine the Pricing tier for the next Billing Period by reviewing the number of Participants and Groups registered to you. If the number of Participants and/or Groups exceed your Limit as detailed in your Order, then your Subscription Fee will increase at the beginning of the next Billing Period up to the Pricing tier which corresponds with the reviewed number of Participants and/or Groups. Similarly, if the number of Participants and/or Groups drops to a number that corresponds to a lower Pricing tier, then your Subscription Fee will decrease at the beginning of the next Billing Period down to the Pricing tier which corresponds with the reviewed number of Participants and/or Groups. The Subscription Fee will never drop below 1 Group (max of 9 Participants) for the duration of the Subscription Term. Pricing tiers are as set forth in our Pricing Page. This review and upgrade/downgrade process will continue for each Billing Period during the Subscription Term.

iii. Payment by credit card.
1. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

iv. Payment against invoice.
1. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. For all new clients, no work will begin towards the formation of your Growth Groups until the first payment is received. All future amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. 

v. Payment Information.
1. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made by contacting a member of the BGI team. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

vi. Sales Tax.
1. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income

f. Use and Limitations of Use
i. Prohibited and Unauthorized Use.
1. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

ii. You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.
1. The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You agree not to use data from the Subscription Service in legal proceedings or otherwise as evidence.
2. You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by contacting a member of the BGI team at hello@gogrowthgroups.com.

iii. No Sensitive Information.
1. YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

iv. Third-Party Sites and Products.
1. Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.

g. Subscription Term, Termination, Suspension
i. Term and Renewal.
1. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year.
2. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the ‘Subscription Types’ section below.
3. The renewal pricing set forth in your Order will apply, subject to adjustment as specified in the ‘Fees and Payments’ section above. If renewal pricing is not included in your Order, then our standard pricing available in our Pricing Page on the date of renewal will apply. 

ii. No Early Termination; No Refunds.
1. The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using the BGI Subscription Service during your Subscription Term.

iii. Termination for Cause.
1. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

iv. Suspension for Prohibited Acts.
1. We may suspend any User’s access to any or all Subscription Services without notice for:
a. use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, or
b. repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
2. We may, without notice, review, edit and delete any Customer Data or Customer Materials that we determine in good faith violate these terms, provided that, we have no duty to prescreen, control, monitor or edit your Customer Data or Customer Materials.

v. Suspension for Non-Payment.
1. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice.
2. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

vi. Suspension for Present Harm.
1. We may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service if your website, or use of, the Subscription Service is
a. being subjected to denial of service attacks or other disruptive activity,
b. being used to engage in denial of service attacks or other disruptive activity,
c. creating a security vulnerability for the Subscription Service or others,
d. consuming excessive bandwidth, or
e. causing harm to us or others.
2. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Customers.

vii. Suspension and Termination of Free Services.
1. We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

viii. Effect of Termination or Expiration.
1. You may request the deletion of your BGI account after expiration or termination of your subscription by sending a request to hello@gogrowthgroups.com. You will continue to be subject to this Agreement for as long as you have access to a BGI account.
2. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and BGI Content, and if we request, you will provide us written confirmation that you have discontinued all use of Enrichment Data (unless, of course, you have a source other than the Subscription Service for such Enrichment Data.) We may or may not provide you the opportunity to retrieve Customer Data after termination or expiration, depending on the type of applicable subscription as specified in the ‘Retrieval of Customer Data’ section below. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

3. Subscription Type Terms

a. Subscription Types 
i. We offer one type of subscription:
1. Full-Service Subscriptions

ii. Unless otherwise agreed to in an Order, the following subscription types apply to the products specified:
1. Full-Service Subscriptions
a. Access to the Growth Group Software for all Users (Participants and Organizers)
b. Access to the Launch Your Groups website for Organizers
c. Access to the Growth Group Participant website for Participants

b. Limits
i. The limits that apply to you will be specified in your Order Form, this Agreement or in our Pricing Page. 

ii. If we make modifications to the limits set forth in the Pricing Page that would negatively impact you, these modifications will not apply to you until the start of your next renewal Subscription Term. On renewal, the current product usage limits in our Pricing Page will apply to your subscription, unless you and we otherwise agree.

c. Modifications
i. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.

ii. We will not make changes to the Subscription Service that materially reduce the functionality provided to you during the Subscription Term.

d. Customer Support 
i. Phone, email and web-based support is included at no additional cost. Additional information about our current support offering times may be found at http://gogrowthgroups.com/support. We attempt to respond to email and web-based support questions within one business day. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of BGI representatives.

e. Notice of Non-Renewal 
i. Your subscription will automatically renew according to the ‘Term and Renewal’ section above.

ii. Unless otherwise specified in your Order, to prevent renewal of the Subscription Service, you or we must give written notice of non-renewal and this written notice must be received no less than ten (10) days in advance of the end of the Subscription Term. 

iii. To prevent continuation of the Subscription Term of a Free Subscription, you or we may close your account.

f. Retrieval of Customer Data
i. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with copies of all shareable Customer Data only as permitted by applicable law, this Agreement, and our Privacy Policy (located at https://gogrowthgroups.com/legal/privacy_policy/) then in our possession or control. This excludes information submitted as Growth Group User Information or deemed as Sensitive Information.

BGI may provide aggregate data about Growth Group User Information to Customers in such a manner that can not be linked to specific Users or Groups.

We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

4. Product Disclosures

a. For important information on our products, please visit our BGI Product Disclosures page found here: https://gogrowthgroups.com/legal/product_disclosures/ 

5. General Legal Terms

a. Customer Data
i. Limits on BGI.
1. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the functions of the Subscription Service and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at https://gogrowthgroups.com/legal/privacy_policy. 

ii. Aggregate Data.
1. We may monitor use of the Subscription Service by all of our Customers and use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not  identify you or your Users. We may use Customer Data as part of internal data processes to develop and improve Enrichment Data. With these internal data processes, in no event will specific Customer Data be disclosed, included within or provided to other customers or third parties. For clarity, any data provided to other customers or third parties will only be in an aggregated and anonymous manner.

iii. Safeguards.
1. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States.

b. BGI’s Proprietary Rights
i. Intellectual Property.
1. This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us, and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, or create derivative works based on the BGI Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.

ii. Enrichment Data.
1. If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Subscription Service (unless, of course, you have a source other than the Subscription Service for such Enrichment Data.) Enrichment Data may be made available to you based on Customer Data, but we will not use your Customer Data to enrich data for other parties, except as we describe in the ‘Aggregate Data’ section below. The Enrichment Data we provide may be provided from or through third party service providers or public sources.

iii. Feedback.
1. We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

c. Customer’s Proprietary Rights 
i. As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

d. Confidentiality
i. The Receiver will:
1. protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care,
2. not use any Confidential Information for any purpose outside the scope of this Agreement,
3. not disclose Confidential Information to any third party (except our third party service providers), and
4. limit access to Confidential Information to its employees, contractors, advisors and agents. 

ii. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

e. Publicity 
i. You grant us the right to add your name and company logo to our customer list and website.

f. Indemnification 
i. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you, (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information.
1. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim.
2. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

g. Disclaimers; Limitations of Liability
i. Disclaimer of Warranties.
1. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, BGI CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, BGI CONTENT AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

ii. No Indirect Damages.
1. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES; PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

iii. Limitation of Liability.
1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, BGI AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

iv. Third Party Products.
1. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

v. Agreement to Liability Limit.
1. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

h. Miscellaneous
i. Amendment; No Waiver.
1. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees and Payments’ section above.)
2. If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at http://gogrowthgroups.com/legal/terms_of_service and we will let you know via email. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. For the Product Disclosures page, if we make updates or changes we will provide notice of those changes at our discretion. The updated Product Disclosures page will be effective upon posting. We encourage you to review these Customer Terms of Service periodically.
3. If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
4. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

ii. Force Majeure.
1. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

iii. Actions Permitted.
1. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

iv. Relationship of the Parties.
1. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

v. Compliance with Laws.
1. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
2. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording.
3. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

vi. Severability.
1. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

vii. Notices.
1. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
a. To BGI:
i. 103 W. Lockwood Ave Suite 202/204, St. Louis, MO 63119, U.S.A., Attention: General Counsel.
b. To you:
i. your address as provided in our BGI Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

viii. Entire Agreement.
1. This Agreement (including each Order), along with our Privacy Policy, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us.
2. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website.
3. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.
4. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

ix. Assignment.
1. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld.
2. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

x. No Third Party Beneficiaries.
1. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

xi. Contract for Services.
1. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

xii. Authority.
1. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

xiii. Survival.
1. The following sections shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees and Payments’, ‘Prohibited and Unauthorized Use’, ‘No Early Termination; No Refunds’, ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Retrieval of Customer Data’, ‘BGI’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’. 

xiv. Precedence.
1. In the event of a conflict between the terms of the Customer Terms of Service and an Order, the terms of the Order shall control, but only as to that Order.

6. Jurisdiction

a. Contracting Entity and Applicable Law
i. BGI currently does business only with customers physically located in the United States. Subsequently, our customers are contracting with BGI and this Agreement is governed by the laws of the state of Missouri, U.S.A. without reference to conflicts of law principles. For contracts with BGI, Inc., both parties consent to the exclusive jurisdiction and venue of the courts in St. Louis, Missouri, U.S.A. for all disputes arising out of or relating to the use of the Subscription Service or the Consulting Services.