These Terms of Service apply to all services offered by SimpleGrowth, LLC (“SimpleGrowth”, “we” or “us”) including, but not limited to Simple Growth Automations, SimpleGrowth Consulting, SimpleGrowth Scale, SimpleGrowth Scale Plus, and SimpleGrowth MasterMind (individually, a “Program” and collectively, the “Programs”) for purchase on our website at https://www.simplegrowthsystems.com/ (the “Website”).

  1. Your Agreement to these Terms of Service. By accessing the Website, purchasing any Program, using any Program, consuming the Material (as hereinafter defined) incorporated in any Program or otherwise signifying your acceptance of these Terms of Service, you (the “Client”) agree to these Terms of Service. You also agree to all other additional guidelines, rules, terms and conditions that are from time to time posted on the Website, made available to you, or disclosed to you in connection with specific services and features, including but not limited to specific terms and conditions applicable to each of the Programs (the “Program Specific Terms”).
  2. Services. SimpleGrowth agrees to provide the Client certain service(s) as part of the above Programs on a subscription basis.
  3. Restrictions on Use: The Client is not allowed to share or transfer login or password information with other users either within or outside Client’s organization. Violation of this restriction will result in additional fees to Client and may result in termination of any Programs by SimpleGrowth.
  4. Nonexclusive Right to Programs and Materials: The parties acknowledge and agree that SimpleGrowth may develop both standard and custom workshops, courses, programs and related materials for its other clients and customers, with no obligation or liability to Client as long as they do not contain Client Information (as defined below).
  5. Ownership of Programs, Materials, and Client Information. All intellectual property and ownership rights of any kind and wherever located to the Programs, and all materials, PowerPoint slides and other documents developed by SimpleGrowth and used in the Programs (the “Materials”) shall remain the sole and exclusive property of SimpleGrowth at all times. Client shall have the right to retain and use the Materials provided as handouts for their own purposes following any Program, but shall not be allowed to copy, reproduce, share log-in credentials, transfer or otherwise repurpose the Materials at any time. For the avoidance of doubt, the Materials for any Program may not be published or disseminated on Client’s website, corporate intranet or other internal corporate communications; Program Materials are for the sole and exclusive use of Program attendees unless agreed otherwise by us in writing. To the extent Client has shared with SimpleGrowth any of Client’s names, logos, trademarks, service marks or other intellectual property and proprietary information (“Client Information”) in connection with the Programs or Materials, all intellectual property and ownership rights of any kind to such Client Information shall remain with the Client at all times.
  6. Subscription Fees and Payment for the Programs and Materials. Client shall pay to SimpleGrowth certain periodic subscription fees in advance, in such amounts as indicated on our Website at the time of initial subscription to any of the Programs and monthly thereafter (the “Subscription Fee”). The Subscription Fee is subject to increase as provided below, for its use of the Programs and Materials. The Subscription Fee for the initial Term is payable upon Client’s subscription to the Program, and the Subscription Fee for each Renewal Term will be payable within thirty (30) days after Client’s receipt of SimpleGrowth’s invoice therefore. Interest on any overdue invoice will accrue at the rate of 12% per annum, and failure to pay any SimpleGrowth invoice within such thirty (30) day period will result in SimpleGrowth’s termination of its services.  Client understands that Client’s credit card information will be saved to Client’s file and authorizes SimpleGrowth to  charge Client’s credit card  the monthly Subscription Fee every month until Client confirms in writing that Client desires to terminate its subscription to any Program.  At the end of the Initial Term and each Renewal Term, the Subscription Fee may, at SimpleGrowth’s option, be increased upon notice to Client by the greater of (a) five percent (5%) per year or (b) the increase (if any) of the “All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average, 1982-84 = 100” published by the U.S. Bureau of Labor Statistics (the “CPI Index”) over the previous year’s CPI Index.
  7. Term and Termination of License. The initial term of each of the Programs shall be for a period of one (1) month (the “Initial Term”) and may be renewed thereafter for additional periods of one (1) month each (each a “Renewal Term”) by payment of the monthly Subscription Fee. After the Initial Term, Client may terminate its subscription to any Program at any time upon prior written notice to SimpleGrowth, except that SimpleGrowth will not be obligated to refund or prorate any Subscription Fee previously paid by Client. SimpleGrowth may terminate the Client’s subscription to any Program at any time with or without cause.  In the event SimpleGrowth terminates the subscription without cause, Client shall only be entitled to a prorated refund of the monthly Subscription Fee most recently paid by Client hereunder. Upon the expiration or termination of this subscription, Client’s right and license to use the Program and Materials shall terminate.
  8. SimpleGrowth represents and warrants that it will perform the Programs with a high degree of care, skill, diligence, professional knowledge, judgment, and expertise according to sound work practices and accepted professional and industry standards, in a well-managed, organized, and efficient manner. There can be no guarantee that any particular results will be achieved by Client. The Materials are provided “as is” and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, SimpleGrowth disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
  9. Limitation of Liability. SimpleGrowth shall not be liable to Client on account of any injuries or damages or losses sustained by Client as a result of Client using the Programs and/or Materials, or for any representation or warranty made by any SimpleGrowth’s employees or independent contractors that has not been authorized in advance by SimpleGrowth. SimpleGrowth expressly disclaims any liability for any inaccurate, false, misleading or incomplete information provided to SimpleGrowth by Client, its executives and personnel. Client shall indemnify and hold SimpleGrowth harmless from all liability related to the performance of contracted services on Client’s premises. Neither party shall be liable to the other party for any special, indirect, incidental or consequential damages including, without limitation, damages for lost profits, or costs of procurement of substitute goods or services, arising out of SimpleGrowth’s performance of the Programs or providing of the Materials. SimpleGrowth’s total liability to the Client under or in connection to these Terms of Service or SimpleGrowth’s performance of the Programs or providing of the Materials hereunder shall not exceed the amounts paid or payable to SimpleGrowth hereunder; provided however, that the foregoing limitation of liability shall not apply to the fraud, intentional misrepresentation or willful misconduct of SimpleGrowth. Any action against SimpleGrowth arising out of, resulting from, or related to the performance or breach of these Terms of Service shall be filed not later than one (1) year the cause of action has accrued.
  10. Confidential Information. Each of Client and SimpleGrowth (the “Receiving Party”) shall hold in trust for the other party hereto (the “Disclosing Party”), shall not disclose to any person, firm or entity other than the Receiving Party’s employees and agents who have a need to know such information in order to perform the Services, and shall not use in any way detrimental to the Disclosing Party, any confidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting the generality of the foregoing, “Confidential Information” includes any and all information relating to the Disclosing Party’s products, services, research, development, trade secrets, marketing and business plans, strategies, customers, suppliers, employees, agents, management and personnel, but does not include information in the public domain other than by reason of a breach of these Terms of Service. Client Information shall be considered Confidential Information of the Client. In the event the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver prompt written notice to the Disclosing Party and shall co-operate with the Disclosing Party’s attempts to obtain a protective order or other similar protection for the Confidential Information. This provision shall survive any termination of Client’s subscription to any Program.
  11. Use of Client Name in Marketing. SimpleGrowth may use Client’s name, image, and likeness on marketing materials. Client’s company name may be added to SimpleGrowth’s Website and other marketing materials. Photos or videos featuring the Programs and instructors may be taken and used for the marketing purposes of SimpleGrowth.
  12. Applicable Law and Venue.
    • These Terms of Service shall be construed and enforced in accordance with and governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
    • Any controversy or claim arising out of or in relation to these Terms of Service or breach thereof or the relationship arising thereunder, shall be settled by mediation under the commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. If within 60 days after service of a written demand for mediation, the mediation does not result in settlement of the dispute, then any such unresolved controversy or claim shall be settled by a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. State or federal courts in Ontario County, New York, have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Whether the dispute is heard in arbitration or in court, you and SimpleGrowth will not commence against the other a class action, class arbitration, or other representative action or proceeding.
  1. Miscellaneous.
    • If we fail to exercise or enforce any right or provision of these Terms of Service, it will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the relevant party.
    • If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
    • These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SimpleGrowth without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
    • SimpleGrowth may amend these Terms of Service by posting the amended terms to its Website. Your continued use of the SimpleGrowth Programs after the effective date of the revised Terms of Service constitutes your acceptance of the terms. To the extent you have purchased a subscription to a Program, the modified terms will be effective as to such subscription immediately upon posting to the Website. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew, including canceling any terms set to auto-renew. In all other cases, any continued use by you of the Programs after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Services.
    • These Terms of Service shall survive termination and/or cancellation of Client’s subscription for the maximum period allowed by law.
    • Entire Agreement. The Terms of Service is the entire agreement between you and SimpleGrowth relating to the subject matter herein and will not be modified except by a writing signed by authorized representatives of both parties, or by a change to these Terms of Service made by SimpleGrowth as set forth in Section 13.4 above.
    • The headings contained in these Terms of Service are inserted for convenience only and do not constitute a part of these Terms of Service.
    • Trial by Jury. TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU HEREBY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY DISPUTE BETWEEN YOU AND SIMPLEGROWTH.