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 owns or has obtained all necessary licenses, rights, consents, and permissions to use any Client Materials uploaded to or used on the Platform.

b) No Client Materials will infringe the intellectual property or other rights of any third party or breach any applicable law, statute, or regulation.

c) All information provided (including name, team member details, and business name) is accurate.

3.2. Prohibited Uses: The Client agrees not to use the Platform to create, distribute, or promote any content that is unlawful, defamatory, harassing, obscene, fraudulent, or otherwise objectionable.

3.3. Compliance: The Client is solely responsible for ensuring that all Output Content and its subsequent use (including posts to Third-Party Platforms) complies with all applicable laws, regulations, and the terms of service of any Third-Party Platform.

4. Intellectual Property

4.1. Platform IP: All rights, title, and interest in and to the Platform (including its software, design, templates, and proprietary assets) are and shall remain the exclusive property of Growth Alliance. This Agreement does not grant the Client any ownership rights to the Platform.

4.2. License to Platform IP: Subject to the terms of this Agreement, Growth Alliance grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Platform and any proprietary templates or assets provided within it, solely for the purpose of creating Output Content for the Client's own legitimate business use.

4.3. Client Materials: The Client retains all ownership of Client Materials. By uploading Client Materials to the Platform, the Client grants Growth Alliance a limited, non-exclusive license to use, store, and process such materials solely for the purpose of providing the Platform.

4.4. Output Content: Subject to the Client's compliance with this Agreement, the Client shall own the copyright in the unique Output Content they create. This ownership is contingent upon the Client having all necessary rights to the Client Materials used in the creation of the Output Content.

4.5. Third-Party Assets: The Platform may integrate with or provide access to third-party assets (e.g., stock imagery, fonts). The Client's use of such assets is subject to the license terms of the respective third-party provider.

5. Subscription & Payment

5.1. If you have a Subscription, fees are payable in advance for the chosen term (e.g., monthly, quarterly or annual). All fees are non-refundable.

5.2. Subscriptions will automatically renew at the end of each term unless you cancel before the renewal date via your account settings.

5.3. We may change the fees for Subscriptions at any time upon notice. Fee changes will take effect at the start of your next billing cycle.

5.4. Unpaid fees will result in the suspension of access to the Platform. We may also engage third-party collection agencies to recover any outstanding amounts.

6. Termination

6.1. By the Client: You may cancel your Subscription at any time via your account settings. Cancellation will take effect at the end of the current billing period, and you will retain access until that date. No refunds will be provided for any unused portion of a billing period.

6.2. By Growth Alliance: We may suspend or terminate this Agreement and your access to the Platform immediately, without notice or liability, if you breach any term of this Agreement, fail to pay fees when due, or engage in conduct we deem harmful to our business or other users.

6.3. Effect of Termination: Upon termination, the Client's right to access and use the Platform ceases immediately. Growth Alliance is under no obligation to retain any Client Materials or Output Content. The Client should export any required data before termination.

7. Disclaimers & Limitation of Liability

7.1. Disclaimer of Warranties: The Platform is provided "as is" and "as available." To the fullest extent permitted by law, Growth Alliance disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or secure.

7.2. Platform Changes: We reserve the right to modify, suspend, or discontinue the Platform (or any part of it) at any time, with or without notice. We shall not be liable to you or any third party for any such modification, suspension, or discontinuance.

7.3. Third-Party Platforms: The Platform may integrate with Third-Party Platforms (e.g., for scheduling and publishing content). Growth Alliance has no control over and assumes no responsibility for the content, privacy policies, or practices of any Third-Party Platforms. We shall not be liable for any issues arising from your use of Third-Party Platforms, including any removal or suspension of content.

7.4. Limitation of Liability: To the maximum extent permitted by applicable law, in no event shall Growth Alliance or its officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

a) Your access to or use of or inability to access or use the Platform;

b) Any conduct or content of any third party on the Platform;

c) Any Output Content or content obtained from the Platform; and

d) Unauthorised access, use, or alteration of your transmissions or content.

7.5. In no event shall the aggregate liability of Growth Alliance exceed the greater of (a) the amount you paid to us, if any, in the six (6) months prior to the claim giving rise to liability, or (b) one hundred US dollars ($100).

8. Indemnification

The Client agrees to defend, indemnify, and hold harmless Growth Alliance and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from:

a) The Client's use of and access to the Platform;

b) The Client's violation of any term of this Agreement;

c) The Client's violation of any third-party right, including without limitation any copyright, property, or privacy right;

d) Any claim that the Client Materials or Output Content caused damage to a third party.

9. Data, Privacy, and AI

9.1. Privacy Policy: Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

9.2. AI Features: The Platform may include features powered by artificial intelligence ("AI Features"). The Client acknowledges that the output of any AI Features is generated automatically and may not always be accurate, appropriate, or free from error. The Client is solely responsible for reviewing and approving any AI-generated content before use. Growth Alliance makes no warranties regarding the accuracy, legality, or fitness for purpose of AI-generated content.

10. Miscellaneous

10.1. Entire Agreement: This Agreement constitutes the entire agreement between you and Growth Alliance regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

10.2. Amendments: We reserve the right, at our sole discretion, to modify or replace this Agreement at any time. We will provide notice of any material changes (e.g., by posting on the Platform). Your continued use of the Platform after such notice constitutes acceptance of the new terms.

10.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4. No Waiver: Our failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights.

10.5. Assignment: You may not assign or transfer this Agreement without the prior written consent of Growth Alliance. Growth Alliance may assign or transfer this Agreement, in whole or in part, without restriction.

11. Governing Law and Dispute Resolution

11.1. Governing Law: This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

11.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Cheyenne, Wyoming. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11.3. Class Action Waiver: You and Growth Alliance agree that any arbitration shall be conducted in your individual capacities only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis.

If you have any questions about these Terms of Service, please contact us at hello@thegrowthalliance.com