Terms of Service

Last Updated: July 29, 2022

 

Congratulations and welcome to the GroHaus community! You've taken a major step towards positioning your company for growth. We're pleased to partner with you to make a difference in your business.

 

These Terms of Service (these "Terms"), along with any materials on GroHaus's website referenced herein, govern the relationship between you (referred to in these Terms as "Client") and GroHaus LLC, a Pennsylvania limited liability company ("GH") and apply to any and all services, products and deliverables provided by GH to Client (the "Services"). Intending to be legally bound, Client and GH hereby agree as follows:

 

Applicability of These Terms.

• The Services may include any services, products and deliverables described in any applicable Client Proposal and GH wishes to provide such Services to Client subject to these Terms. For the avoidance of doubt, GH would not provide the Services if not for Client's acceptance of these Terms.

• By accepting any Services or signing any Client Proposal, Client agrees to be bound by these Terms and acknowledges that these Terms shall be legally binding upon Client and GH.

• Client shall be bound by any future modifications to these terms which will be available at https://www.grohaus.org/tos.

• In the event that GH makes any updates to these Terms which GH determines, in its good faith judgment, would have a material effect on Client, GH shall use commercially reasonable efforts to notify Client of such changes which may be satisfied by sending Client an email to the contact email address provided by Client to GH during the on-boarding process.

 

Services to be Provided.

• GH shall use commercially reasonable efforts to provide the Services described on GH's website from time to time in a competent, professional and timely manner. Due to the nature of the Services, GH cannot guarantee any level of results or performance arising from the Services and shall not be responsible for the same.

• In the event that the parties decide to modify, amend or otherwise change the scope of the relationship or the scope of Services, they may do so by entering into an additional Client Proposal which shall specify whether it is adding to the existing Client Proposal or is replacing such Client Proposal in its entirety. In addition, GH may rely, in good faith, on any acknowledgment from Client in writing (including by email) accepting any change to a Client Proposal, the Services or GH's pricing.

• If Client reasonably determines that work product produced by GH in connection with the Services fails in any material respect to meet the specifications and/or other acceptance criteria set forth in the applicable Client Proposal, Client shall (a) promptly notify GH in writing of such failure, and (b) specify in reasonable detail the nature and extent of such failure. In the event GH agrees with such assessment, GH shall use commercially reasonable efforts to ensure that the Services comply with the Client Proposal and these Terms. This shall be Client's sole and exclusive remedy in the event of non-conforming Services.

• For purposes of these Terms and all Services to be provided hereunder, neither GH, nor any of its employees or subcontractors, shall be considered an employee or representative of Client, but shall remain in all respects an independent contractor.

 

Client Obligations.

• Client agrees to provide GH reasonable access to Client's staff, leadership, systems and vendors as necessary and in conjunction with GH's delivery of the Services and to reasonably cooperate with GH.

• Client acknowledges and agrees that that Client's timely cooperation is necessary to GH's timely delivery of the Services and any delays or failure by Client in this regard shall not (a) be the responsibility of GH and (b) affect, delay or reduce Client's payment obligations.

• As required to perform the Services, Client may provide to GH certain specifications, data, content and information that Client wishes GH to utilize in connection with the Services ("Client Material"). Client hereby grants to GH a non-exclusive, royalty-free license to use, copy and modify the Client Material for use in the Services on behalf of Client.

• Client represents and warrants to GH that Client has the full legal right to grant to GH the right to use the Client Material hereunder and that the Client Material does not infringe upon the rights of any third party.

• GH shall not be responsible for providing any services or products that are not contemplated by the applicable Client Proposal and Client shall remain solely responsible for maintaining its own computer systems, data, hardware and software.

• Client agrees to use GH's online tools and technology (e.g., GH's online portal), as the primary system through which to communicate, track progress and upload any documents related to the Services. Client must be a registered user to access GH's online tools and technology. Client is responsible for keeping login credentials secure, and Client is solely and strictly liable for any activity that occurs under Client's account or username. Client may not access, or attempt to access, other user's accounts and/or data.

 

Term.

• The term for the Services shall be month-to-month and will automatically renew each month until either party notifies the other of non-renewal in writing. In the event of non-payment by Client (or other breach of these Terms by Client), GH may suspend access to the Services and/or terminate the relationship immediately upon written or digital notice to Client.

• Client shall not have any access or right to use any of GH's intellectual property subsequent to the termination of the relationship between the parties.

 

Compensation.

• As compensation for GH's performance of the Services, Client shall pay GH the monthly dues agreed to at the time of signing up. GH may choose to  modify membership dues, and membership benefits from time to time in its sole discretion. All fees are non-refundable.

• Client shall pay all amounts monthly in advance by credit card.

• Notwithstanding anything else in these Terms, Client shall be responsible for all costs associated with GH collecting any overdue amounts (including any reasonable legal costs incurred).

• Client acknowledges the dues stated in the Client Proposal shall begin on the date that Client first accepts these Terms, regardless of any delays in the delivery of the Services except to the extent caused by the gross negligence or intentional misconduct of GH.

 

Warranties, Disclaimers and Limitations of Liability.

• Under no circumstances and under no legal theory, whether in tort, contract or otherwise, will GH be liable to Client for any indirect, special, incidental, consequential or punitive damages of any character, including, without limitation, damages for loss of goodwill, lost profits, lost sales or business, work stoppage, computer failure or malfunction, loss of data or for any and all other damages or losses, even if a GH has been advised, knew or should have known of the possibility of such damages. In no event shall GH's aggregate liability to Client in connection with the Services exceed the amount of fees paid to GH hereunder during the immediately preceding six-month period no matter the cause of the claims made by Client. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action that Client may wish to assert related in any manner to the Services must be filed within one (1) year after such claim or cause of action first accrued or be forever barred.

• In no event shall either party be responsible for any indirect, incidental, consequential, punitive or special damages regardless of whether such part has been advised of the same.

• Client acknowledges and agrees that GH may rely on third parties to provide services and products necessary for GH to perform the Services and that GH shall have no liability to Client as a result of the failure of such third parties.

• Content provided by GH to Client in connection with the Services may include sample or template text as a courtesy to Client (e.g., an example of marketing materials). Any such content is intended to convey general information only and not to ensure legal compliance or provide legal advice. No action should be taken in reliance on such information and GH disclaims any and all liability in respect to actions taken or not taken based on any or all of the contents of such information. An attorney should be contacted for advice on specific legal issues.

• Client shall defend, indemnify and hold harmless GH and its representatives from and against any claims, actions, obligations, damages, losses or liabilities arising out of (a) any action brought against GH by any party as a result of Client's use of the Services, (b) any breach of these Terms by Client and/or (c) any claim that GH's use of any Client Material in connection with the Services infringes the intellectual property rights of a third party. This obligation shall survive the expiration or termination of the relationship between Client and GH.

• EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE "SERVICES" SECTION SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS-IS" AND GH HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

Confidentiality; Publicity.

• As used in this Section, the term "Discloser" shall refer to Client whenever the context refers to Client's Confidential Information being disclosed to GH, which is referred to as "Recipient" in that context. Conversely, the term "Discloser" shall refer to GH whenever the context refers to GH's Confidential Information being disclosed to Client, which is referred to as "Recipient" in that context.

• Recipient shall not use any Confidential Information disclosed to it by Discloser for its own use or for any purpose other than to carry out the intent of these Terms. Recipient shall not disclose or permit disclosure of any Confidential Information to third parties or to employees of Recipient, other than directors, officers, employees, members, managers consultants and agents of Recipient who are required to have the information in order to carry out the obligations hereunder. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of unauthorized persons. Such measures shall include the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient shall promptly notify Discloser of any misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to Recipient's attention. "Confidential Information" means information and physical material not generally known or available outside Discloser and information and physical material entrusted to Discloser in confidence by third parties, which is provided by or on behalf of Discloser to Recipient in connection with the Services.

• GH has the right to reference Client as a client in standard marketing materials or as part of a "case study" or "customer success story" or the like depicting the relationship contemplated by these Terms.

 

Intellectual Property.

• Nothing in these Terms will transfer any right, title or interest in GH's designs, inventions, patents, copyrights, trade secrets, trade names or other Intellectual Property to Client or any third party.

• Each party shall retain all pre-existing rights they may have in their respective Intellectual Property.

• Any Intellectual Property developed by GH for Client in connection with the Services shall be exclusively owned by Client. Client Grants GH the ability to display, promote, or showcase said intellectual property for the purposes of GH’s self promotion.

• "Intellectual Property" shall include copyrights, design rights, patents, patent applications and any rights to inventions, trade secrets, trade and business names, logos and devices, trade and service marks (where registered or unregistered) and any applications therefore and all rights in a party's Confidential Information.

• Client agrees that the methodologies, strategies, designs, templates, general knowledge, skills, experience, ideas, concepts, know-how and techniques used by GH in the course of performing Services hereunder are all part of GH's proprietary Intellectual Property and are owned exclusively by GH.

 

Personal Information; Electronic Communications.

• All personal information GH collects through the Services is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

• The parties agree that, except for the minimum necessary customary contact information (e.g., name, email address, telephone), personal information shall not be transmitted within the Services. For purposes of clarification and not limitation, sensitive personal information (e.g., "protected health information" as defined by HIPAA, "nonpublic personal information" as defined by GLBA, etc.) shall not be transmitted within the Services. Notwithstanding the foregoing, if at any point the parties decide to process sensitive personal information within the Services, a separate agreement or addendum regulating data handling policies will be entered into by the parties in advance.

• In the event that "personal information" as defined by the California Consumer Privacy Act of 2018 ("CCPA") is provided to or processed by GH in connection with the Services, Client and GH acknowledge and agree that GH is a "service provider" as defined by CCPA. This means that GH processes personal information on Client's behalf when Client discloses personal information to GH in connection with the Services. If GH processes personal information on Client's behalf, GH will not:

  • retain, use, or disclose such personal data in connection with the Services for any purpose other than for performing the Services and in accordance with Client's instructions;

  • use or process such personal data for commercial purposes or direct marketing;

  • sell or promote the sale of such personal data; or

  • disclose or transfer such personal data to unauthorized personnel or parties, or outside the direct business relationship between Client and GH.

• You hereby consent to receiving communications in any form from GH in connection with the Services, including but not limited to the following: by mail, by electronic mail, by telephone (landline or wireless), by push notification and by text messages (i.e., SMS and/or MMS communications). Furthermore, you hereby consent to receiving calls or text messages from GH in connection with the Services made to wireless telephone numbers that are automatically dialed and/or include pre-recorded messages.

 

Dispute Resolution.

• These Terms and the rights of the parties hereunder shall be interpreted in accordance with the laws of the Commonwealth of Pennsylvania, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.

• As set forth more fully below, any disputes between the parties arising under or relating to these Terms shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration.

• Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling and determining the venue of the mediation proceedings, provided that the mediator shall be a retired judge and the mediation shall take place in Richland, Pennsylvania.

• The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

• Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first (the "Earliest Initiation Date").

• The mediation may continue after the commencement of arbitration if the parties so desire. If the dispute is submitted to arbitration, then the dispute shall be determined by arbitration before a single arbitrator. The parties will cooperate with JAMS and with one another in selecting an arbitrator from the JAMS panel of neutrals who shall be a retired judge and in determining the venue of the arbitration proceedings, which shall take place in Philadelphia, Pennsylvania.

• The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling.

• Notwithstanding any of the foregoing, GH shall not be subject to this section entitled "Dispute Resolution" for any matters relating to non-payment by Client and GH shall remain entitled to seek any and all legal remedies against Client in the event of non-payment.

• Notwithstanding anything to the contrary in these Terms, GH may seek equitable remedies against Client in the event that Client violates (a) any confidentiality obligation to GH hereunder or (b) utilizes or reproduces the Intellectual Property of GH in any manner not explicitly allowed by these Terms.

• Any notice required to be sent to GH hereunder must be sent to GroHaus LLC, 130 E Main St. PO BOX 326 Richland PA 17087, Attention: Legal Department.

 

Miscellaneous Terms.

• These Terms are the entire agreement between GH and Client with respect to the Services to be performed hereunder and supersede all prior and/or contemporaneous agreements and understandings with respect hereto, whether oral, written, or in any other medium, that might exist between the parties with relation to the subject matter hereof.

• Client may not assign these Terms without the prior written consent of GH, which consent shall not be unreasonably withheld. Either party may, without consent of the other party, assign these Terms to a successor in interest to substantially all of the business of the assigning party to which the subject matter of these Terms relates. These Terms shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

• Any waiver of a breach of any provision of these Terms shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. All waivers shall be in writing and signed by the waiving party.

• Neither party shall be liable or deemed to be in default for any delays due to causes beyond the reasonable control of the party such as war, civil disorders, shortages of raw material or energy or other conservation matters, acts of God, labor shortages or labor strikes or stoppages or governmental action, (including regulatory restrictions or actions or regulatory agencies) provided that the affected party promptly notifies the other of the causes and its effects on the Services to be performed hereunder.

• Under no circumstances shall any other person or entity be considered a third party beneficiary of these Terms or otherwise entitled to any rights or remedies hereunder.

• If any provision of these Terms or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of these Terms which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction.