Terms of service

This Agreement is made between Growth Alliance LLC, a Wyoming limited liability company ("Growth Alliance", "we", "us", "our"), and the client entity that creates an account to use the Service ("Client", "you", "your").

By creating an account or using the Platform, you agree to be bound by this Agreement. If you do not agree to these terms, do not use the Platform.

1. Definitions

• Agreement: These Terms of Service and our Privacy Policy, which is incorporated by reference.
• Client Materials: All data, information, logos, trademarks, images, fonts, and other content uploaded to, or used by, the Client on the Platform.
• Output Content: The final, exported digital files (e.g., images, videos) that are created by the Client's use of the Platform.
• Platform: The proprietary software application, creative tools, and related services provided by Growth Alliance, known as Framework.
• Subscription: A paid plan for access to the Platform for a recurring fee.
• Third-Party Platforms: Social media platforms and other services not owned or controlled by Growth Alliance (e.g., Meta, X, LinkedIn).

2. The Service & Access

2.1. Growth Alliance provides the Platform, a creative tool that enables a Client to design and customize social media content using templates, proprietary assets supplied by us, and Client Materials.

2.2. A Client may access the Platform via:

a) Complementary Access: Provided without additional charge as part of a wider service package governed by a separate Marketing Services Agreement. Such access is conditional upon that agreement being active and terminates immediately upon its expiration or termination.

b) Standalone Subscription: Purchased for a recurring fee for a defined term (e.g., monthly, quarterly or annually).

2.3. The Client acknowledges that the quality, accuracy, and legal suitability of the Output Content is wholly reliant on the data, materials, and instructions provided by the Client.

3. Client Obligations and Warranties

3.1. Client Warranties: The Client warrants, represents, and undertakes that:

a) it has the full right, power, and authority to enter into this Agreement;

b) it owns the Client Materials or has obtained all necessary licenses and permissions from any third party (including, without limitation, a franchisor) to upload the Client Materials to the Platform and to grant Growth Alliance the license in Clause 5.5;

c) the Client Materials and the Client's use of the Output Content will not infringe the intellectual property rights or any other rights of any third party; andd) its use of the Platform will comply with all applicable laws and regulations.

3.2. The Client is solely responsible for all activity conducted through its account, for the security of its login credentials, and for reviewing and approving all Output Content before publication.

4. Fees and Payment (Standalone Subscriptions)

4.1. The Client shall pay the subscription fees at the rate and billing cycle selected at the time of purchase.

4.2. Subscriptions will automatically renew for subsequent terms unless cancelled by the Client via the Platform prior to the renewal date.

4.3. All fees are non-refundable. Growth Alliance may change its fees with at least 30 days' prior written notice to the Client.

4.4. Upon failure to make any payment, we may suspend or reduce the Services provided to you. If payment is not made within seven (7) days of notice, we may terminate your account.

5. Intellectual Property Rights

5.1. Growth Alliance IPR: We and our licensors retain full ownership of all intellectual property rights in and to the Platform, its underlying technology, and any content or materials we provide.

5.2. Licence to Use the Platform: We grant the Client a non-exclusive, non-transferable licence to access and use the Platform during the term of this Agreement for its internal business purposes only.

5.3. Licence to Use Output Content: Subject to the Client's compliance with this Agreement during an active Subscription Term, Growth Alliance grants the Client a perpetual, non-exclusive, worldwide licence to use any Output Content downloaded during that term for its business and marketing purposes. For clarity, upon termination of your Subscription, you may no longer access the Platform to create new Output Content, but your rights to use any Output Content previously downloaded shall continue.

5.4. Client Materials IPR: The Client retains full ownership of the Client Materials.

5.5. Licence to Growth Alliance: The Client grants us a non-exclusive, royalty-free, worldwide licence to use, store, and process the Client Materials solely for the purpose of providing the Service and fulfilling our obligations under this Agreement.

5.6. Marketing and Promotion. The Client consents to Growth Alliance's use of the Client's company name and logo in press releases, on our website, and in other marketing materials to identify the Client as a customer. The Client grants Growth Alliance a worldwide, non-exclusive, royalty-free license to use and reproduce its trademarks and logos for this purpose. If the Client wishes to decline this use, please contact us at team@thegrowthalliance.com.

6. Data Protection

6.1. Both parties will comply with all applicable data protection laws. The Client is the "Controller" and Growth Alliance is the "Processor" of any personal data within the Client Materials.

6.2. Our Privacy Policy, available on our website, details how we process personal data.

7. Limitation of Liability

‍7.1. The Platform is provided "AS IS" and "AS AVAILABLE". Growth Alliance makes no representations or warranties of any kind, express or implied, as to the information and functions contained on the Platform, including without limitation warranties of copyright, merchantability, or fitness for a particular purpose. Without limiting the foregoing, Growth Alliance does not warrant the accuracy, timeliness, completeness, reliability, or availability of the Platform or the information or results obtained from its use, or that the Platform is free from viruses or other harmful components.

7.2. To the maximum extent permitted by law, in no event shall Growth Alliance, its affiliates, directors, employees, or agents be liable for any indirect, consequential, special, or incidental loss, liability, cost, claim, expense or damage of any kind, including loss of profit, loss of business, or loss of data, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with the use of the Platform, even if we have been advised of the possibility of such consequences.

7.3. Subject to Clause 7.4, our total aggregate liability to the Client under this Agreement for any direct damages shall be limited to the total fees paid by the Client to us in the three (3) months immediately preceding the date on which the claim arose.

7.4. Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, fraud, or any matter in respect of which it would be unlawful for us to exclude liability.

8. Indemnity

8.1. The Client shall defend, indemnify, and hold harmless Growth Alliance from and against any and all claims, liabilities, damages, and costs (including reasonable legal fees) arising out of or connected with:a) a breach by the Client of its warranties under this Agreement;b) any claim that the Client Materials infringe the rights of a third party; orc) the Client's use of the Platform in a manner that breaches any applicable law.

9. Termination

9.1. Termination by Client. The Client may terminate a Standalone Subscription at the end of the current term by providing notice via the Platform's cancellation feature.

9.2. Termination by Growth Alliance. Growth Alliance may terminate or suspend this Agreement with immediate effect if the Client is in material breach of any term or becomes subject to any insolvency proceedings. Where appropriate, we may provide notice and an opportunity to remedy such a breach. Growth Alliance also reserves the right to terminate or suspend, in its sole discretion, the Client's access to all or part of the Platform with or without notice for any reason.

9.3. Effect of Termination. Upon termination of this Agreement for any reason:a) all rights and licences granted to the Client to use the Platform shall cease immediately;b) the Client shall immediately pay to Growth Alliance any outstanding and unpaid fees;c) the Client's perpetual license to use Output Content downloaded during an active Subscription, as defined in Clause 5.3, shall survive termination; andd) Growth Alliance will securely delete Client Materials from the Platform in a reasonable timeframe, typically within thirty (30) days.

10. General Provisions

10.1. Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. The parties irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts located in Cheyenne, Wyoming.

10.2. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements.

10.3. Force Majeure: Neither party shall be liable for delay in performing its obligations if such delay results from events beyond its reasonable control.

10.4. Assignment: The Client shall not assign or transfer any of its rights or obligations without our prior written consent.

10.5. Notices: Any notice given under this Agreement shall be in writing and sent to the relevant party's primary email contact address.

10.6. Severance: If any provision of this Agreement is found to be invalid, that provision will be severed, and the remaining provisions will remain in full force.

10.7. Third-Party Beneficiaries: This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties.

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