These terms of use (the “Terms of Use” or the “Agreement”) are entered into by and between you (the “user” or “you”) and The Growth Ally LLC, a California limited liability company (“we,” “us,” “our”) and govern access and use of the website, thegrowthally.com (the “Website”) (including any content, functionality, information) made available by us to you for the purpose of providing information regarding our individual and executive coaching services (“Services”). You shall access the Website subject to these Terms of Use. By visiting our Website, and/ or using any Services, you are agreeing to be bound by the Terms of Use. If you do not agree, do not access and use the Website.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE WEBSITE. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

This is a legal agreement between you and us for use of the Website. This Agreement applies to you, whether personally or on behalf of an entity, when you visit the Website. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and us is intended or created by this Agreement.

Your use of the Website indicates your explicit consent that the personal information you have provided through the Website and/or the Services is subject to our Privacy Policy, the terms of which are incorporated herein by reference. Please review our Privacy Policy to understand our practices.

If you access the Website from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Website, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

LIMITED LICENSE

Subject to the terms of this Agreement, we grant to you, a limited, non-exclusive, non-transferable and revocable license to access and use our Website. The information accessed through our Website is not intended for viewing to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, individuals who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. 

We retain the right to refuse any and all current or future use of the Website and/or Services, for any reason at any time. Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access and/or refuse to provide the access to the Website to you if you breach any of these Terms of Use, or if we believe that your actions are impermissible, inappropriate or may create liability for us.

INFORMATION ABOUT THE SERVICES

You can obtain information about our Services by visiting the Website and/or contacting us via the contact page on the Website. When you contact us via the Website, you will be required to provide us with your full name, email address and phone number. The information is governed by our Privacy Policy.

By providing your personal information to us (directly or indirectly), you represent and warrant that:

a) all information you provide to us is true, accurate, current, and complete; 

b) you are at least the age of majority in the jurisdiction from where you are accessing the Website and using our Services.

c) you agree to comply with these Terms of Use; 

d) you will not access the Website through automated or non-human means, whether through a bot, script or otherwise; 

e) you will not use the Website for any illegal or unauthorized purpose; and

f) your use of the Website will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to not provide you with current or future Services and restrict your access and use of the Website (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access our Website for any purpose other than that for which we make the Website available. As a user, you agree not to:

a) circumvent, disable, or otherwise interfere with security-related features of the Website, including enforcing limitations on the use of the Website;

b) make improper use of our support services or submit false reports of abuse or misconduct;

c) engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;

d) interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website;

e) attempt to impersonate another user or person or use the name of another person to reach us;

f) use any information obtained from the Website in order to harass, abuse, or harm another person;

g) use the Website as part of any effort to compete with us;

h) use the data stored or features used in our Services for competitive activities;

i) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website that is not already made public by us;

j) attempt to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website;

k) harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you;

l) delete, or attempt to delete, the copyright or other proprietary rights notice from any of our content;

m) upload or transmit or attempt to upload or transmit any content that is connected to race, national origin, gender, sexual preference, or physical handicap or any pornography;

n) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website;

o) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);

p) except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, or using or launching any unauthorized script or other software;

q) disparage, tarnish, or otherwise harm, in our opinion, us and/or our Services, and use our Website in a manner inconsistent with any applicable laws or regulations.

LINKING TO OUR WEBSITE

You may link to the Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain features that enable you to:

· Link from your own or certain third-party websites to certain content on this Website.

· Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we may provide with respect to such features. Subject to the foregoing, you must not:

· Establish a link from any website that is not owned by you.

· Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

· Link to any part of the Website other than the homepage.

· Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with applicable sections of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any features and any links at any time without notice in our discretion.

YOUR CONTENT

If you provide any reviews, testimonials/ feedback about the Services, images or any other content to us for display on the Website (the “Content”), you grant us and our successors and assign, unrestricted, unlimited, worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and transferable license to host, use, copy, distribute, transmit, modify, prepare derivative works of such Content for any purpose, commercial or otherwise. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us. We have the right, in our sole and absolute discretion, (1) to re-categorize any Contents to place them in more appropriate locations on the Website; and (2) to pre-screen or delete any Contents at any time and for any reason, without notice.

You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to your Content including the right to authorize us to use the Content in the manner contemplated these Terms of Use. With respect to your Content, you thereby represent and warrant that:

a) the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;

b) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Website, and other users of the Website to view your Content in any manner contemplated by the Website and these Terms of Use;

c) your Content is not false, inaccurate, or misleading;

d) your Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);

e) your Content does not ridicule, mock, disparage, intimidate, or abuse anyone;

f) your Content does not violate any applicable law, regulation, or rule;

g) your Content does not violate the privacy or publicity rights of any third party;

h) your Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and

i) your Content does not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

We do not guarantee any confidentiality with respect to the Content, regardless of whether or not it is published. You are solely responsible for your own Content and the consequences of allowing us to post or publish it.

We neither endorse nor assume any liability for any Content. However, we have the right at our sole discretion to remove any Content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for the Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any such Content. You hereby consent to such removal and waive any claim against us arising out of such removal of any Content, whether it is your own or another user’s.

INTERACTION WITH THIRD PARTIES

The Website may contain links to third party websites or links to our business partner’s website/portal such as www.Gallup.com, www.wiley-epic.com (third party online tools that allow the clients to access their personality assessments) or social media websites such as Facebook, Twitter, Linkedin, Instagram, that are not owned or controlled by us. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any third-party website and that you will act in accordance with those policies, in addition to your obligations under this Agreement. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of, services offered by such third parties or opinions expressed in any third-party websites. In addition, we will not and cannot monitor, verify, censor or edit the content of any third-party site. By using the Website/Services, you expressly relieve and hold us harmless from any and all liability arising from your use of any third-party website and/or services.

OWNERSHIP

All right, title, and interest in and to the Website, and all material, videos, images, text and/or other Website content (other than the Content) available on or through Website (including, without limitation, text, graphics, logos, button icons, images, blog posts, audio clips and software), are and will remain our exclusive property and that of our licensors. The Website is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms of Use gives you a right to use our name or any of our marks, trademarks, logos, domain names, and other distinctive Website features.  You acknowledge that the ownership in any intellectual property rights (including, for the avoidance of doubt, copyright, trademarks and trade names whether registered or unregistered and subsisting anywhere in the world) on the Website/ Services belongs to us (or our permitted assigns or successors) or our third party licensors. Such intellectual property laws generally prohibit the unauthorized reproduction, distribution or exhibition of all text, photographic and graphic (art and electronic) images, music, sound samplings and other protected materials. The violation of applicable intellectual property laws may give rise to civil and/or criminal penalties.

RELIANCE ON WEBSITE INFORMATION

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

TERM AND TERMINATION

THESE TERMS SHALL REMAIN IN FULL FORCE AND EFFECT WHILE YOU USE THE WEBSITE OR THE SERVICES. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE /SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OF THE WEBSITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU MAY HAVE PROVIDED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. UPON ANY BREACH BY YOU OF THIS AGREEMENT, WE MAY PURSUE, IN OUR SOLE DISCRETION, ALL OF OUR LEGAL REMEDIES, INCLUDING BUT NOT LIMITED TO YOUR ABILITY TO ACCESS THE WEBSITE. FURTHER, YOU AGREE THAT WE ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE WEBSITE.

THE WEBSITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE WILL BE AT YOUR SOLE RISK AND WE DO NOT ENDOSE, PROMOTE, GUARANTEE OR WARRANT ANY SERVICES OFFERED BY USE OR BY OUR PARTNERS THROUGH OUR WEBSITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE/SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, COMPLETENESS OR FUNCTIONALITY OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO OUR WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL OR MENTAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT/ INFORMATION POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. WHILE WE MAY PROVIDE CONTENT REGARDING OUR SERVICES ON OUR WEBSITE, SUCH CONTENT IS SOLELY INFORMATIONAL AND YOU MAY DECIDE TO FOLLOW IT OR NOT. FURTHER, WE DO NOT WARRANT THAT THE WEBSITE OR ANY SERVICES OR CONTENT POSTED ON THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

LIMITATION OF LIABILITY

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL HAVE NO LIABILITY FOR ANY LOSS INCURRED OR SUFFERED FOR ANY REASON WHATSOEVER BY YOU AS A RESULT OF YOUR ACCESS TO OR USE OF OUR WEBSITE (INCLUDING ANY INFORMATION POSTED ON OUR WEBSITE).

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify us and our employees, officers, agents, or other partners, from and against any third party claim arising from or in any way related to your use of the Website /Services, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature including physical or monetary harm or civil or criminal claims arising out of (1) your use of the Website; (2) breach of these Terms of Use and our other policies; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We shall use good faith efforts to provide you with written notice of such claim, suit or action. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

MODIFICATIONS AND INTERRUPTIONS 

We reserve the right to change, modify, or remove the contents of the Website at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Website. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Website. 

We cannot guarantee the Website will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Website, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Website/Services at any time or for any reason without notice to you. 

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Website during any downtime or discontinuance of the Website. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Website to supply any corrections, updates, or releases in connection therewith.

We reserve the right, but not the obligation, to:

a) monitor the Website for violations of these Terms of Use; 

b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; 

c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) access to the Website or any portion thereof; 

d) in our sole discretion and without limitation, notice, or liability, to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website.

GOVERNING LAW

This Terms of Use will be governed by and construed in accordance with the laws of the State of California. By using the Services, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in northern California. 

DISPUTE RESOLUTION AND ARBITRATION

You agree that any dispute, claim, or controversy between you and us arising in connection with or relating in any way to this Terms of Use, Privacy Policy or as a user of the Website (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms of Use) will be determined by mandatory binding individual arbitration. Arbitration shall be held in accordance with the rules of the American Arbitration Association. Prior the initiating arbitration proceeding by either party, the aggrieved party shall provide a written claim notice (“Dispute Notice”) to the non-aggrieved party containing details of the dispute and relief sought. If such the dispute is not resolved within (forty-five) 45 days of receipt of the Dispute Notice, the aggrieved party may initiate arbitration proceedings as mentioned above. Please not that acceptance of this Terms of Use constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. You may opt-out of arbitration within (thirty) 30 days from the date that you consent to these Terms of Use by sending us an email at the email address provided at the end of these Terms of Use. This provision will survive termination of the Terms of Use.

CLASS ACTION WAIVER

Each party waives its right to arbitrate any claim or dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general. If you choose to pursue a dispute in court by opting out of arbitration provided herein, this class action waiver will not apply to you. 

GENERAL PROVISIONS

When you provide information to us via the Website or send e-mails to us, you are communicating with us electronically. By providing information through our Website, you consent to receive communications (such as relating to marketing, newsletters, etc.) from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

If any provision of this Agreement is invalid, illegal or unenforceable, that provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

If you are outside the United States, the laws of your country may be different from those of California and the United States in numerous respects. There is no practical way for us to monitor the laws of every country in detail. You accept sole responsibility for the legality of your actions under laws applying to you.

Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to change, modify, add or remove portions of this Terms of Use and other supplemental terms, at any time. It is your responsibility to check this Terms of Use periodically for changes. The latest version of this Terms of Use and other supplemental terms supersedes any previous versions.  All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. If you do not agree to the new terms, please stop using the Website.

NOTICE TO USERS

For any questions about the Terms of Use or other concerns, complaints or feedback about our Website or Services, please reach us at angie@thegrowthally.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of The Department of Consumer Affairs at 400 R Street, Sacramento, CA 95814.