Terms and Conditions
Last Updated: May 26, 2020
Welcome to GrowTal! GrowTal is a platform that finds, evaluates, and connects independent contractors who provide marketing and other professional services with clients and organizations seeking their expertise.
These Terms of Service (“Terms”) define your rights and our rights in relation to your use of the services provided by GrowTal, Inc. (“GrowTal”, “we”, “us”, “the Company”), including through (i) the GrowTal website available at www.growtal.com (the “GrowTal Website”) and (ii) the GrowTal technology platform (including GrowTal’s proprietary evaluation and matching process, the “GrowTal Platform”) designed to find and connect professionals (“Freelancers”) to those in need of marketing and other professional services (“Clients”) (collectively, GrowTal Website and the GrowTal Platform shall be known as the “Services”).
1. Joining GrowTal
If you are interested in signing up with GrowTal as a Freelancer, please complete and submit your application through the GrowTal Website . After reviewing your application, we may contact you for an initial screening and assessment (“Assessment”). The Assessment may include a phone or video screening and a questionnaire or case study for you to complete. Based on the outcome of your Assessment, we will determine your eligibility to join the GrowTal Services. You understand and acknowledge that we reserve the right to decline your request to join GrowTal in our sole and absolute discretion, and for any lawful reason, including business considerations. If we approve, you may join GrowTal subject to the successful execution of an Independent Contractor Agreement between you and GrowTal.
If you are interested in signing up with GrowTal as a Client, please contact us through the GrowTal Website or email us at firstname.lastname@example.org You may need to provide certain information, including your contact information, a description of your project (“Project”) and your budget estimate. Based on this information (and any additional information that we collect from you subsequently), we may match you with potential Freelancer(s). GrowTal’s provision of matching and other Services to Clients is subject to the successful execution of a Client Agreement between GrowTal and the Client.
2. GrowTal Accounts
Once you’ve joined GrowTal as a Freelancer or Client, to access and use certain parts of the Services, you must register for an account (“Account”). GrowTal reserves the right to decline a registration or to permit an Account, for any lawful reason, including business considerations.
You can register for an account either as a a Freelancer or a Client.
If you create an Account as an employee or agent on behalf of a Client, you represent and warrant that you are authorized to enter into binding contracts, including these Terms, on behalf of yourself and the company.
When you register for an Account, you will be asked to choose login credentials for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your login credentials and agree not to share your login credentials with any person who is not authorized to use your Account. You authorize GrowTal to assume that any person using the Services with your login credentials, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the login credentials for any Account. You further agree not to use the Account or log in with the login credentials of another User of the Services if (a) you are not authorized to use them or (b) the use would violate the Terms.
Depending on the type of Account you register for, you may also be asked to provide additional information which may include your full name, company name, email address, contact information, qualifications, work experience, resume, hourly rate, description of services offered or sought and financial and payment information.
3. The Services
Through the GrowTal Website and/or Services, Freelancers may be notified of Clients they are matched with, and Clients may be notified of Freelancers they are matched with for a Project. At all times, however, users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. Accordingly, you acknowledge and agree that you are solely responsible for (i) determining the accuracy, truthfulness and legality of any information, data, responses or other content posted or provided by a user (ii) determining the fitness of a user for a Project (including by conducting interviews, vetting, background checks, etc.) (iii) providing professional services in connection with a Project and (iv) any payments pursuant to a Project.
GrowTal does not make any representations regarding the accuracy of any information or listing provided by a Freelancer or Client through the GrowTal Services. Further, while GrowTal may conduct an initial Assessment, it does not verify any information provided by users and does not vet or otherwise perform background checks on Freelancers or Clients. You understand and acknowledge that each Freelancer is solely responsible for any and all information and services provided by such Freelancer (“Freelancer Services”) and GrowTal does not supervise, direct or control Freelancers in the performance of Freelancer Services and is not responsible for any Project or deliverables provided by any Freelancer. You hereby agree not to hold GrowTal responsible for or in connection with Freelancer Services, the qualifications, background, or identities of users, any payments due to or from users, or your ability to find either a Project or Freelancer, or complete a transaction, on GrowTal.
4. User Content, Publicity and Feedback
Additionally, you also grant GrowTal the right to use, reproduce and publish your name, designation, description of services provided or received, entity name, employer’s name (including former employers), entity trademark or logo, likeness, photograph, voice, statements and testimonials in connection with providing and promoting the Services.
The Services may have certain features that allow you to respond to surveys, submit comments, feedback, information, and other materials (collectively, “Feedback”) to GrowTal or others. By submitting Feedback through the Services, you grant GrowTal a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other GrowTal marketing materials and where required to do so by law or in good faith to comply with legal process).
5. Acceptable Use
You must comply with the following rules regarding acceptable use of the Services. You may not:
- access, tamper with, or use non-public areas of the Services, GrowTal’s computer systems, or the technical delivery systems of GrowTal’s providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
- access or search the Services by any means other than by using the interfaces provided for your authorized use by GrowTal (for example, “scraping”);
- attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or
- interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Services.
You may not utilize the Services to carry out, promote or support:
- any unlawful or fraudulent activities;
- the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
- the publishing, posting or storing of other people’s or entities’ private or personal information without their express authorization and permission;
- the sending of unsolicited communications, promotions advertisements, or spam;
- the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer;
- any renting, leasing, distributing, sublicensing, or otherwise providing access to the Services to a third party; or
- the use the Services for competitive analysis or to build competitive products.
You may not store, manage, provide or post any User Content on or to the Services that:
- violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
- is deceptive, fraudulent, illegal, which, if we become aware of, we will remove and report to law enforcement;
- contains viruses, bots, worms, or similar harmful materials; or
- contains any information that you do not have a right to make access or use under law or any contractual or fiduciary duty.
In addition to any other remedies that may be available to us, GrowTal reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your Account or your access to the Services, upon notice and without liability to GrowTal should you fail to abide by the rules in this Section or if, in GrowTal’s sole discretion, such action is necessary to prevent disruption of the Services for other users.
6. Additional Terms Applicable to Freelancers
You may register as a Freelancer and provide your professional services only if you meet the following requirements:
- Your registration and participation does not and would not present any conflict of interest.
- Your registration and participation does not and would not cause you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which, or through which, you provide or have provided consulting services).
- Your registration and participation does not and would not cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, your employer, your previous employers or any company to which, or through which, you provide or have provided consulting services).
- Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you.
- Your membership and participation would not result in any communication or disclosure to any third party of any material non-public information concerning any public company or security.
- Your membership and participation does not and would not violate any applicable local, state or federal law, rule or regulation.
You must terminate your registration on the GrowTal Website or decline or discontinue participation in any Project if such registration or participation would result in the violation of any of the requirements above.
You are solely responsible for determining whether you are permitted to register on the GrowTal Website and to participate in Projects.
In addition to these Terms, your participation in any Projects will be subject to and governed by the Independent Contractor Agreement between you and GrowTal.
As a Freelancer, you understand and agree that any Freelancer Services performed by you shall be performed as an independent Freelancer and consultant. You shall be solely responsible for determining the time, place, manner, and means of providing any Freelancer Services, You shall not be deemed to be an employee of GrowTal and shall not be entitled to any benefits provided by GrowTal. You shall not identify yourself to any person or entity as an employee of GrowTal. You shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for any services rendered. Nothing in these Terms shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you and GrowTal.
As a Freelancer, you understand and agree that GrowTal may reach out to Client(s) you are working or have worked with to gather feedback regarding your conduct, performance, work product, responsiveness, qualification, experience and other applicable parameters (“Freelancer Feedback”). You agree that GrowTal may share such Freelancer Feedback with Client(s) and Client(s) may also post their Freelancer Feedback on the GrowTal Website.
7. Additional Terms Applicable to Clients
In addition to these Terms of Service, your engagement of Freelancers and participation in any Projects through the GrowTal Services will be subject to and governed by the Client Agreement between you and GrowTal. You agree to pay GrowTal all applicable service fees and other fees in accordance with the billing procedures set forth in the Client Agreement. As a Client, you understand and agree that GrowTal may reach out to Freelancer(s) you are working or have worked with to gather feedback regarding your conduct, work environment, responsiveness, and other applicable parameters (“Client Feedback”). You agree that GrowTal may share such Client Feedback with Freelancer(s) and Freelancer(s) may also post their Client Feedback on the GrowTal Website.
8. Invoicing and Payments
You agree to pay all fees and charges applicable to your use of the Services. We partner with third party payment providers (“Third-Party Payment Providers”) including Quickbooks and Gusto to manage invoicing and payments. By using our Services, you agree to provide the Third-Party Payment Provider(s) accurate, current, complete and authorized information about yourself and your business, and your credit, debit or other payment card data. By providing Third-Party Payment Provider(s) with your payment information, you agree that GrowTal is authorized to immediately charge you for all fees and charges due and payable hereunder and that no additional notice or consent is required. You agree to immediately update your payment details with the Third-Party Payment Provider if there is any change in your billing address or the credit card used for payment hereunder.
We reserve the right to suspend or terminate your account and the Services provided to you if any fees or charges remain unpaid. All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments, and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon GrowTal’s net income.
9. Our Proprietary Rights
GrowTal retains all rights including intellectual property rights, title and interest in the Services, including but not limited to the GrowTal Website, apps (if any), the GrowTal Platform, other technology of GrowTal, email databases, reports, documentation, and all underlying data and technology, including all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing.
GrowTal grants you a limited, non-exclusive, non-transferable, and revocable right to access the Services for their intended purposes subject to your compliance with these Terms and GrowTal’s policies. You may not, and will not allow others to, copy, modify, distribute, sell, or lease any part of the Services. Further, you may not and will not allow others to reverse engineer, decompile, disassemble, extract, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of GrowTal’s technology or delete or alter author attributes or copyright notices. You may only access the Services through the interfaces that GrowTal provides for that purpose, and you may not interfere with or attempt to disrupt the Services.
10. Third Party Services and Links
Our Services may also contain links to other websites or resources. We are not responsible for the availability (or lack of availability) of any external websites or resources or their content. Furthermore, we are not responsible for, and do not endorse, any products or services that may be offered by third-party websites or resources.
11. DISCLAIMER OF WARRANTIES
ALL SERVICES, SUPPORT AND THE PLATFORM ARE PROVIDED “AS IS,” AND GROWTAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, QUALIFICATION, ACCURACY, TRUTHFULNESS, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SERVICES NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA AND USER CONTENT OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA AND USER CONTENT WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
GROWTAL TAKES NO RESPONSIBILITY FOR ANY USER CONTENT OR OTHER CONTENT THAT YOU OR ANOTHER USER OR THIRD-PARTY POSTS, SENDS OR RECEIVES THROUGH THE SERVICES, NOR DOES GROWTAL TAKE ANY RESPONSIBILITY FOR THE IDENTITY, INTENTIONS, LEGITIMACY OR VERACCITY OR ANY USERS WITH WHOM YOU MAY BE MATCHED OR COMMUNICATE EITHER ON OR OFF THE SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK.
GROWTAL DISCLAIMS AND TAKES NO RESPONSIBILITY FOR ANY CONDUCT OF YOURS OR ANY OTHER USER, ON OR OFF THE SERVICES.
FURTHERMORE, GROWTAL MAKES NO GUARANTEES AS TO THE NUMBER OF ACTIVE FREELANCERS OR PROJECTS AVAILABLE AT ANY TIME, OR THAT YOU WILL MATCH WITH ANY FREELANCER OR PROJECT OR THAT A TRANSACTION WILL BE ULTIMATELY CONCLUDED.
You agree to indemnify, defend, and hold harmless GrowTal, our parent company, affiliates, and their and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, due to, arising out of, or relating in any way to your access to or use of our Services, your User Content, your dealings with or conduct towards other users whether through the Services or otherwise (including offline), or your breach of this Agreement.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GROWTAL, ITS PARENT COMPANY, AFFILIATES, EMPLOYEES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, (II) THE CONDUCT OR USER CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH, OR FOLLOWING USE OF THE SERVICES; OR (III) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR USER CONTENT, EVEN IF GROWTAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GROWTAL’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES OR THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE FEE PAID, IF ANY, BY YOU TO GROWTAL FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
You can stop using the Services at any time and without notice to us. Similarly, we may terminate access to the Services to you or any other users or stop offering the all or part of the Services at any time without notice. Such termination will not relieve you of any obligations under these Terms which are expressly or by implication intended to survive termination. These termination rights are in addition to the termination rights set forth in any Independent Contractor Agreement or Client Agreement, as applicable.
16. Governing Law; Waiver of Jury Trial
These Terms, the Services, and the transactions contemplated hereby, and all related disputes between the parties arising from relating to these Terms, whether in contract, tort, or otherwise, shall be governed by the laws of the State of California, without reference to California’s conflict of laws principles, and any related legal actions must be brought in the court of appropriate jurisdiction in the County of San Francisco, California, which shall have exclusive jurisdiction. You hereby waive any claim of lack of jurisdiction or inconvenient forum. YOU AND WE WAIVE TRIAL BY JURY IN ANY LEGAL ACTION ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS. The prevailing party in any such legal action shall be entitled to an award of its reasonable legal fees and costs.
17. Entire Agreement and Severability
18. No Waiver
No modification or amendment to these Terms will be binding on GrowTal unless they are agreed in a written instrument signed by a duly authorized representative of GrowTal or posted on the GrowTal Website by GrowTal. GrowTal’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.
You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. GrowTal may assign its rights, licenses, and obligations under these Terms without limitation.
20. Force Majeure
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, health outbreaks, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
21. Changes to the Terms
We may make changes to these Terms from time to time. When we do so, we will post the most current version of the Terms on the GrowTal Website and, if a revision to the Terms is material, GrowTal will notify you of the new Terms (for example, on the website, by email or by a notification on the Services). Changes to these terms will not apply retroactively. Your continued use of the GrowTal Website or Services is conditioned upon your acceptance of the latest version of the Terms accessible on the GrowTal Website or the Services at the time of your use.
22. Copyright and Trademark Policy
GrowTal respects the intellectual property rights of others and has implemented a copyright and trademark policy in accordance with the Digital Millennium Copyright Act and other relevant laws. GrowTal will respond to valid notices of copyright infringement and reserves the right to terminate any users, at GrowTal’s sole discretion and without notice, who repeatedly infringe copyrights or other intellectual property rights.
If you believe any content posted or made available on the Services constitutes infringement of your copyright rights, you may send a written notice of infringement to GrowTal’s designated Copyright Agent using the contact information listed below. In your notice, please specify the nature of the copyright infringement and include the following information: (a) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (b) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Services (e.g., the URL of the claimed infringing material if applicable or other means by which GrowTal may locate the material); (c) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
ATTN: Copyright Agent
626 Jefferson Ave., Suite 10
Redwood City, California 94063
If you believe any content posted or made available on the Services constitutes infringement of your trademark rights, you may also send your notice to GrowTal’s designated Copyright Agent using the contact information listed above. Please include as much detail as possible so that we may respond to your notice in a timely manner, including but not limited to description(s) of your trademark(s), your trademark registration number(s), description(s) of the products allegedly using your trademark(s) without authorization, and the location of such allegedly infringing product(s).
23. Contact Information
If you have any questions or comments about these Terms, please contact GrowTal by email at email@example.com or mail us at:
444 S. Flower St., 13th Floor
Los Angeles CA 90017, United States