Growth Division Terms of Use

Amended date: 30th August 2019

 

Welcome to the Growth Division Community!  The community is made up of expert marketing freelancers and serves as a formalised network of marketers who want to share knowledge, client projects and ideas with each other. We’d love to see Members learn from each other and build their influence and profile within and on the Growth Division and wider start-up Community.

These Growth Division Community Terms of Use (“Community TOU”) are the terms that apply to your use of the Growth Division Community.  We hope that these will help ensure the community is valuable to you and serves as a platform where we can all grow together.  The Community TOU also protects the interests of all of Growth Division clients, Community Members as well as our goodwill and reputation. These terms are so important that we cannot permit you to use the Growth Division Community unless you agree to them. By using the Growth Division Community, you are agreeing to these terms.

Every Community Member of ours agrees to abide by these Community TOU and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate these Community TOU. We will enforce and ensure compliance with this Community TOU by using methods we consider to be appropriate.

We reserve the right to modify these Community TOU at any time without giving you prior notice. You can find the most recent version here. Your use of the community following any such modification constitutes your agreement to follow and be bound by these Community TOU as modified. You agree to review the Community TOU on a regular basis and always remain in compliance.

1. Definitions
 

“Agreement” or “Community TOU” means these Growth Division Community Terms of Use and all materials referred or linked to in here.

“Community Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the Growth Division Community, whether by us, our clients, or other Members of the Growth Division Community.  Community Content does not include Your Content.

 “Growth Division Community” means the online community accessible at https://growth-division.slack.com.

"Sensitive Information" means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
 

"Third-Party Sites" means third-party websites linked from within or accessed through the Growth Division Community.

" Growth Division ", "we", "us" or “our” means Growth Division.

"You" or "your" means the person or entity using the Growth Division Community.

"Your Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the Growth Division Community, by you.

2. Access to the Growth Division Community

a. Entry. To access the Growth Division Community you must be approved by the Growth Division. Acceptance is based upon: experience, knowledge, willingness to engage with the Community and capacity of the Community and relevant roles within the Community at the time of application.

We will provide you access to use the Growth Division Community according to the terms of this Agreement.  We may use third party service providers to provide some or all elements of the Growth Division Community.  In order to access and use the Growth Division Community, you may be required to establish a username with a third party service provider, and you grant us the right to share the information necessary to enable your use of the Growth Division Community with our third party service providers.

You may not use a username that: (i) belongs to someone else, (ii) impersonates another person, (iii) is misleading, (iv) violates any intellectual property or other proprietary rights, (v) is vulgar or offensive, (vi) uses ‘Growth Division’ as all or part of it, unless we provide express permission to do so, or (vii) we reject, which we may choose to do in our discretion.  All information you provide in your profile must be accurate.  If you believe your access to or use of the Growth Division Community has been breached, compromised, or unauthorized, notify us immediately at tristan@growth-division.com.

b. Membership. Access can be revoked at any time if any of the Terms of Use are violated, as per this Agreement. Furthermore, if the Growth Division feel like your contribution to the Community becomes obsolete, through lack of engagement or lack of referrals to the Community, they have the right to revoke access and terminate any payments.

3. Fees

a. Subscription Terms. Growth Division offers one subscription Plan which may include a free trial period. The subscription period for a Plan will be based on the subscription period chosen/sold, and you will be responsible for subscription fees for the entire period chosen/sold.

b. Renewal. At the end of the subscription period your Plan will automatically renew for a period equal to the prior period unless you provide Growth Division with explicit intent not to renew your Plan at least 30 days prior to the end of the then-current subscription period.

To view the specific details of your Plan, including pricing information and the end date of your subscription period login to your account at https://growth-division.Memberful.com or contact tristan@growth-division.com

c. Billing Policies, refunds and overages. The fees of your Plan are billed in advance of each billing cycle. In the event you cancel your Plan, no refunds or credit will be provided for partial or unused months of access to the Community.

d. Discounts. Any discounts applied to the previous subscription may not be applied to renewed subscriptions, including automatic renewals.

e. Free Trial. Subscription Plans may begin with a Free Trial period during which you will have access to the community without being charged for the entire Free Trial period. You may cancel your plan at any point during the Free Trial period.

f. Changes of Fees. We may change the fees to the Community at any time or impose additional fees or charges. Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after the notice of our new fees.

g. Payment of Fees. As an express condition of your use and access to the community, you agree to pay all fees applicable to your Plan, and any other fees you may pay for additional services.

We will bill the fees due under your Plan to the credit card you provide to us during registration at https://growth-division.Memberful.com. You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and you authorise us to bill you the corresponding amounts.

h. Card Payments. All fees for your Plan will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and associated with your Plan and authorise us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we, cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly contact Growth Division if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your Growth Division username or password). You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

i. Referral Fees. Although Growth Division has an unenforced standard that Community Members will pay a referral fee to other Members when they get referred work from them, there is no involvement by Growth Division in this transaction, nor do we track or facilitate these informal agreements. Any work that is passed between Community Members is an agreement between the Members, so each Member is responsible for the reporting of tax on that income received.

4. Your Conduct and Content

a.  Usage Guidelines.  You must review and follow the Community Usage Guidelines.  We may change the Community Usage Guidelines from time to time by updating the applicable website. Your use of the Growth Division Community is subject to the Community Usage Guidelines, which are incorporated to this Agreement by reference.

b.  Acceptable Use.  You will use the Growth Division Community for its intended purpose only, and will not use it for solicitation purposes, unless we otherwise agree.  

The Growth Division Community is meant for discussion and project referrals between Growth Division Members, so you may not disclose any confidential client information within the Community.  You are responsible for the use by third parties of any personal information disclosed by you to the Growth Division Community, whether or not you permitted such use. 

You are not permitted to sell, rent, lease, assign, sublicense, distribute, transmit, broadcast, commercially exploit, grant a security interest in, or otherwise transfer any right in the Growth Division Community or Community Content.   In addition, and without limiting the other requirements in this Community TOU, you may not (directly or indirectly) use the Growth Division Community with content, or in a manner that:

  • is in violation of this Agreement;

  • is confidential, proprietary or discloses Sensitive Information;

  • discloses or solicits the private information of any person;

  • is threatening, abusive, harassing, stalking, or defamatory;

  • is deceptive, false, misleading or fraudulent;

  • is invasive of another's privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);

  • contains vulgar, obscene, indecent or unlawful material;

  • infringes a third party's intellectual property right(s);

  • publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;

  • uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer;

  • downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;

  • falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;

  • restricts or inhibits any other Member of the Growth Division Community from using and enjoying the benefits of the Community;

  • harvests or otherwise collects information about others, including e-mail addresses, without their consent;

  • damages, disables, overburdens, or impairs the Growth Division website or interferes with any other party's use and enjoyment of the Growth Division Community;

  • mirrors or frames the Growth Division Community website, or any part of it, on any other website or webpage;

  • attempts to gain unauthorized access to the Growth Division Community, or access the Growth Division Community by any means other than through the interface that we provide to you;

  • violates the usage standards or rules of an entity affected by your use, including without limitation, any ISP, ESP, or news or user group (and including, by way of example, and not limitation, circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);

  • is legally actionable between private parties; and/or

  • is in violation of any applicable law or regulation.

c.  Suspension and Notice of Violations. We may immediately suspend use of the Growth Division Community, without notice, for actual or suspected violations of the terms contained in this Section 3 (Your Conduct and Content).  If you know of usage that is in violation of this Agreement, please let us know by contacting us at tristan@growth-division.com, and following the process for claims of copyright infringement described below.

d.  Claims of Copyright Infringement.  We respect the intellectual property rights of others, and we ask our Members to do the same. We may, in its sole discretion, suspend the access or terminate the accounts of Members who violate others' intellectual property rights.  If you believe that your work has been copied in a way that constitutes infringement on our website, please get in touch with tristan@growth-division.com

5. Term and Termination

a.  Term.  This Agreement will apply for as long as you have access to the Growth Division Community, defined as access to: https://growth-division.slack.com.

b. Termination and Suspension.  We may terminate this Agreement and/or suspend your access to the Growth Division Community immediately if you: (i) violate any of the terms of this Agreement, (ii) use the Growth Division Community in a way which has or may negatively reflect on or affect us, our prospects, or our clients, or (iii) if we determine it to be necessary or desirable in our sole discretion.

6. Your Representations and Warranties 

You represent and warrant that: (i) your participation in the Growth Division Community will not conflict with any of your existing agreements or arrangements, (ii) you have sufficient rights to share all Your Content or Client Referrals with us for our use and with other Members of the Growth Division Community, and that you are not violating any confidentiality obligations by submitting Your Content Client Referrals to the Growth Division Community, and (iii) that Your Content Client Referrals do not violate or constitute the infringement of any intellectual property right, right of privacy, right of publicity or other proprietary right.

7. Indemnification 

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 to the extent that such Action is based upon or arises out of (a) your use of the Growth Division Community, (b) your disclosure or solicitation of personal information, (c) any use of personal information that you disclosed, whether this use is by you or a third party, (d) your noncompliance with or breach of this Agreement, or (e) your use of Third-Party Products or Third-Party Sites. 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. 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.

8. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE GROWTH DIVISION COMMUNITY, OR THE COMMUNITY CONTENT FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE GROWTH DIVISION COMMUNITY IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE GROWTH DIVISION COMMUNITY AND THE COMMUNITY CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE GROWTH DIVISION COMMUNITY AND COMMUNITY CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES TO COMMUNITY MEMBERS OR FROM CLIENT REFERRALS THAT COME THROUGH THE COMMUNITY.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO TWO HUNDRED POUNDS.

 

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE GROWTH DIVISION COMMUNITY TO YOU.

9. General

a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement sent to you via email to the email address you registered to the Growth Division Community with. The updated Agreement will become effective and binding on the next business day after it is sent. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you should not use the Growth Division Community.

b. Applicable Law. This Agreement shall be governed by the laws of the England and Wales, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in England and Wales.

c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; natural disaster, 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.

d. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

e. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation, export laws), governmental regulations, ordinances, and judicial administrative orders.

f. Severability. If any part of this Agreement 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.

g. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To Growth Division: Growth Division, Clerkenworks, 40 Bowling Green Ln, Farringdon, London EC1R 0NE

To you: your email address as provided in our account information for you.  We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you.

i. Entire Agreement. This Agreement is the entire agreement between us for Growth Division Community and supersedes all other proposals and agreements, whether electronic, oral or written, between us. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English.

j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

k. Community Usage Guidelines. We may change the Community Usage Guidelines from time to time by updating our website.

I. Authority. 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.

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