General Terms of Service

Growth Mode Technologies LLC operates and markets products and services under various brand, product, service, website, program, and trade names.

These may include, without limitation:

• Your Local IT Dept.
• Click Stream Studios
• OfficeCalling.com
• Growth Mode Tech
• Growth Mode Technologies
• Other current or future Growth Mode brands, products, programs, websites, divisions, and service names

These names are used for branding and marketing purposes and do not create separate legal entities unless expressly stated otherwise.

Unless a written agreement expressly identifies another legal entity, Growth Mode Technologies LLC is the contracting entity providing the applicable products or services regardless of the brand, website, salesperson, product name, or service name through which the Client engaged us.

References in these Terms to Growth Mode or Company therefore include services marketed through any Growth Mode brand or product.

You agree to these Terms by doing any of the following:

• Paying an invoice issued by Growth Mode;
• Paying a deposit;
• Providing or authorizing a payment method;
• Accepting or approving a proposal, quote, estimate, order, or Statement of Work;
• Signing or electronically accepting an order;
• Authorizing us to begin work;
• Authorizing us to continue work;
• Purchasing a product or service;
• Accessing or using a recurring service;
• Receiving services after being provided notice of these Terms; or
• Otherwise entering into a commercial relationship with Growth Mode.

If you accept these Terms on behalf of a business or other organization, you represent that you have authority to bind that organization.

If you do not agree to these Terms, you should not authorize services or submit payment.

These Terms are incorporated into every Growth Mode invoice, proposal, quote, estimate, Statement of Work, service order, subscription, recurring service, project, and other engagement unless expressly superseded by a written agreement signed or otherwise expressly accepted by Growth Mode.

The specific products and services purchased by Client may be identified through one or more:

• Proposals;
• Quotes;
• Estimates;
• Invoices;
• Statements of Work;
• Service orders;
• Subscription orders;
• Project documents;
• Electronic orders;
• Purchase orders accepted by Growth Mode;
• Email confirmations; or
• Other written communications.

These are collectively referred to as an "Order."

An Order may specify:

• Services;
• Products;
• Deliverables;
• Equipment;
• Licensing;
• Users;
• Devices;
• Locations;
• Quantities;
• Pricing;
• Deposits;
• Subscription fees;
• Recurring charges;
• Usage charges;
• Project fees;
• Commissions;
• Media budgets;
• Term commitments;
• Renewal provisions;
• Schedules;
• Service levels;
• Client responsibilities; and
• Other engagement-specific terms.

If an Order expressly conflicts with these Terms, the specific provision contained in the Order will control for that engagement.

Growth Mode may provide products and services including, without limitation:

Information Technology

• Managed IT services;
• Co-managed IT services;
• Help desk services;
• Remote support;
• Onsite support;
• Network management;
• Server management;
• Endpoint management;
• Device management;
• Systems administration;
• Microsoft 365 services;
• Cloud services;
• Licensing;
• Hardware procurement;
• Hardware installation;
• Network installation;
• IT consulting;
• Technology strategy;
• vCIO services;
• Business continuity services;
• Backup services;
• Disaster recovery;
• Vendor management;
• User training; and
• Technology modernization.

Cybersecurity

• Managed cybersecurity;
• Security monitoring;
• Security Operations Center services;
• Endpoint protection;
• EDR, MDR, XDR, SIEM, and related technologies;
• Identity security;
• Multifactor authentication;
• Email security;
• Network security;
• Vulnerability management;
• Security assessments;
• Security awareness training;
• Phishing simulations;
• Dark web monitoring;
• Backup protection;
• Incident response assistance;
• Cybersecurity consulting;
• Cyber insurance readiness assistance;
• Security policy assistance; and
• Other security-related services.

Software, Web and Automation

• Custom software development;
• Web application development;
• Website development;
• Mobile applications;
• Internal business applications;
• Portals;
• Dashboards;
• Databases;
• APIs;
• Systems integrations;
• Business automation;
• Workflow development;
• Artificial intelligence systems;
• AI assistants and agents;
• Data processing;
• Reporting systems;
• Ecommerce development;
• Landing pages;
• Hosting;
• Software maintenance;
• Software consulting; and
• Related development services.

Communications

• Business telephone services;
• VoIP;
• Hosted voice;
• SMS and messaging;
• Call routing;
• Call recording;
• Telephone hardware;
• Telephone system configuration;
• Fax services;
• Communications consulting; and
• Related telecommunications services.

Marketing, Media and Creative Services

• Marketing;
• Branding;
• Advertising;
• Media planning;
• Social media;
• Content creation;
• Photography;
• Video;
• Audio;
• Podcast production;
• Livestream production;
• Live selling;
• Live commerce;
• Ecommerce marketing;
• Affiliate marketing;
• Creator marketing;
• Influencer marketing;
• Graphic design;
• Copywriting;
• Product photography;
• Studio services;
• Talent services;
• Production;
• Events;
• Promotions;
• Reporting;
• Analytics;
• Consulting; and
• Related creative or marketing services.

This list is illustrative and not exhaustive.

The appearance of a service in these Terms does not mean that the service is included in a particular engagement.

Only services included in the applicable Order are included in the agreed price.

Unless an Order expressly establishes a specific service-level commitment, Growth Mode performs services on a commercially reasonable, best-effort basis.

Statements regarding:

• Response times;
• Completion dates;
• Turnaround times;
• Project schedules;
• Recovery times;
• Resolution times;
• Launch dates;
• Development timelines;
• Installation dates; or
• Other time estimates

are estimates and are not guarantees unless expressly identified as guaranteed in writing.

Growth Mode will use commercially reasonable efforts to meet stated schedules but is not liable for reasonable delays.

Our pricing is based upon the scope reasonably understood at the time an Order is approved.

Work that materially expands or changes that scope may result in additional charges.

Examples include:

• New features;
• Additional users;
• Additional locations;
• Additional devices;
• Additional software;
• Additional deliverables;
• Additional content;
• New integrations;
• Additional products;
• Additional platforms;
• Additional revisions;
• Re-shoots;
• Changes in creative direction;
• Changes in technical requirements;
• Changes to previously approved work;
• Additional onsite work;
• Additional consulting;
• Emergency work;
• Expedited work; and
• Work caused by inaccurate or incomplete information supplied by Client.

Growth Mode may issue an additional Order or invoice for such work.

Client agrees to reasonably cooperate with Growth Mode and provide information, personnel, access, credentials, products, systems, materials, approvals, and decisions reasonably necessary for us to perform the services.

Client is responsible for ensuring that information supplied to Growth Mode is materially accurate and complete.

Growth Mode may rely upon instructions and information provided by Client and Client's authorized personnel.

Client delays may result in schedule extensions, additional charges, or suspension of work.

Growth Mode may rely on instructions, approvals, requests, and authorizations received from individuals who reasonably appear to have authority to act for Client.

Client is responsible for informing Growth Mode when a representative's authority changes or is revoked.

Client authorizes Growth Mode to access Client systems, computers, devices, networks, servers, cloud services, software, accounts, administrative portals, telephone systems, security systems, websites, databases, and other technology as reasonably necessary to perform requested services.

This authorization may include permission to:

• Install software;
• Install agents;
• Configure systems;
• Modify settings;
• Create accounts;
• Disable accounts;
• Reset credentials;
• Apply updates;
• Deploy security controls;
• Monitor systems;
• Collect telemetry;
• Troubleshoot;
• Remotely access devices;
• Manage users;
• Manage backups;
• Restore data;
• Review logs;
• Perform testing; and
• Take other commercially reasonable technical actions necessary to provide the services.

Growth Mode is authorized to use third-party tools and subcontractors for these purposes where reasonably necessary.

Technology and cybersecurity require cooperation between Growth Mode and Client.

Client agrees to:

• Maintain appropriate passwords;
• Protect administrative credentials;
• Use multifactor authentication where reasonably recommended;
• Promptly notify Growth Mode of terminated employees and access changes;
• Follow reasonable security recommendations;
• Avoid intentionally disabling security software or controls;
• Maintain valid software licenses;
• Promptly report suspected cybersecurity incidents;
• Promptly report lost or stolen devices;
• Provide accurate system and user information;
• Maintain reasonable physical security;
• Ensure employees follow appropriate technology practices; and
• Cooperate with security and remediation efforts.

Growth Mode is not responsible for losses caused or materially increased by Client's failure to follow reasonable security recommendations or by Client's intentional disabling, bypassing, or removal of security controls.

NO INFORMATION SYSTEM OR CYBERSECURITY PROGRAM CAN BE GUARANTEED TO BE COMPLETELY SECURE.

Client acknowledges that even well-designed and properly managed security systems may be compromised.

Growth Mode does not guarantee prevention of:

• Cyberattacks;
• Ransomware;
• Malware;
• Viruses;
• Phishing;
• Social engineering;
• Business email compromise;
• Credential theft;
• Account takeover;
• Unauthorized access;
• Data breaches;
• Insider threats;
• Zero-day vulnerabilities;
• Data exfiltration;
• Identity theft;
• Fraud;
• Service outages; or
• Other cybersecurity incidents.

Security products and services reduce risk but do not eliminate risk.

Growth Mode is not an insurer and does not assume responsibility for losses that would ordinarily be addressed through cybersecurity insurance, business interruption insurance, crime coverage, errors and omissions coverage, property insurance, or other insurance.

Client is responsible for maintaining insurance appropriate to its business and risk profile.

Growth Mode may recommend security improvements, hardware upgrades, software upgrades, replacements, changes in procedure, training, policies, or other risk-reduction measures.

Client retains authority to accept or decline those recommendations.

If Client declines, delays, removes, disables, or fails to implement a material security recommendation, Client accepts the additional risk arising from that decision.

Growth Mode will not be responsible for losses to the extent caused or materially increased by Client's decision not to implement a reasonable recommendation.

Unless specifically included in an Order, cybersecurity incident response, digital forensics, breach notification, legal analysis, public relations, ransom negotiation, regulatory response, and post-incident recovery are not included in ordinary managed IT or cybersecurity fees.

Growth Mode may provide incident assistance subject to availability and additional fees.

Growth Mode does not provide legal advice regarding breach notification, regulatory reporting, ransom payments, sanctions, privacy laws, or law-enforcement obligations.

Client should engage qualified legal counsel when appropriate.

Where Growth Mode provides backup or recovery services, we will use commercially reasonable efforts consistent with the applicable service.

However, no backup system is infallible.

Client acknowledges that backups may fail because of:

• Software defects;
• Hardware failure;
• Network problems;
• Storage failure;
• Corruption;
• Encryption;
• Ransomware;
• Third-party outages;
• Configuration errors;
• Credential problems;
• Client actions;
• Capacity limitations;
• Deleted data;
• Retention limits; or
• Other causes.

Unless expressly stated otherwise in an Order, Client remains responsible for determining whether the backup and retention services purchased are sufficient for its legal, operational, regulatory, and business requirements.

Growth Mode does not guarantee that every file, database, system, message, configuration, or historical version can be restored.

To the maximum extent permitted by applicable law, Growth Mode is not responsible for indirect, consequential, or business losses resulting from loss, corruption, destruction, alteration, or inability to recover data.

Client should maintain appropriate redundancy and business continuity protections based upon the importance of its data.

Hardware, equipment, devices, accessories, and physical products may be supplied by Growth Mode or third-party vendors.

Unless expressly stated otherwise:

• Hardware sales are final;
• Manufacturer warranties apply where available;
• Growth Mode does not provide warranties beyond warranties expressly provided by the manufacturer;
• Shipping and restocking fees may apply;
• Special-order equipment may be non-refundable;
• Client is responsible for damage caused by misuse, physical damage, unauthorized modification, or environmental conditions.

Growth Mode may assist with manufacturer warranty claims but does not guarantee the manufacturer's response or remedy.

Third-party software is subject to the terms and licenses established by its publisher or provider.

Client agrees to maintain appropriate licenses for software used by Client.

Growth Mode is not responsible for changes in third-party:

• Pricing;
• Licensing models;
• Product features;
• Support policies;
• System requirements;
• Subscription requirements;
• Terms; or
• Product availability.

Third-party subscription increases may be passed through to Client.

Custom software, websites, applications, APIs, automations, artificial intelligence systems, integrations, and other development projects may involve technical dependencies and unknown conditions that cannot reasonably be identified before work begins.

Unless otherwise stated in an Order:

• New functionality outside agreed requirements is additional work;
• Scope changes may result in additional fees;
• Client is responsible for participating in acceptance testing;
• Client must promptly identify material defects;
• Hosting is not included;
• Ongoing maintenance is not included;
• Ongoing support is not included;
• Future compatibility updates are not included;
• Cybersecurity monitoring is not included;
• Backups are not included;
• Third-party service fees are not included; and
• Changes required because of third-party APIs or platforms are additional work.

Development estimates are based on information available when the estimate is provided.

Discovery of undocumented systems, technical limitations, legacy technology, inaccurate specifications, third-party limitations, or other unforeseen conditions may require changes in scope, timeline, or price.

Unless an Order states otherwise, Client will be deemed to have accepted a software, website, automation, or technology deliverable when Client:

1. Approves it;
2. Places it into production;
3. Uses it for ordinary business operations; or
4. Does not report a material failure to conform to the agreed requirements within ten business days after delivery.

Minor bugs, cosmetic defects, or enhancement requests do not prevent acceptance if the deliverable substantially performs the agreed material functions.

Growth Mode does not warrant that custom software, websites, integrations, or automations will:

• Be completely error-free;
• Operate without interruption;
• Work with every device or browser;
• Remain compatible with all future software;
• Remain compatible with future third-party APIs;
• Prevent unauthorized access;
• Satisfy requirements not communicated to Growth Mode; or
• Continue functioning after third-party services materially change.

Growth Mode will use commercially reasonable efforts to deliver software substantially consistent with agreed requirements.

Growth Mode may use:

• Open-source software;
• Commercial libraries;
• APIs;
• Frameworks;
• Plugins;
• Hosted services;
• Cloud services;
• Artificial intelligence systems;
• Development tools; and
• Other third-party technologies

in delivering software or other services.

Those components remain subject to their respective licenses and terms.

Growth Mode may use artificial intelligence, machine learning, generative AI, automated tools, agents, software assistants, templates, and similar technology while providing services.

AI systems may occasionally produce inaccurate, unexpected, incomplete, or inappropriate output.

Unless expressly agreed otherwise, Client remains responsible for reviewing material business decisions and public-facing outputs before relying upon them.

Growth Mode does not guarantee continued availability or functionality of any third-party AI provider.

Growth Mode may process Client data as reasonably necessary to perform the services.

Client represents that it has the legal right to provide such data and authorize its processing.

Client is responsible for determining any legal, contractual, industry-specific, privacy, or regulatory requirements applicable to its data unless Growth Mode expressly agrees in writing to assume a particular compliance responsibility.

Growth Mode relies upon third parties in providing many services.

These may include:

• Microsoft;
• Google;
• Apple;
• Internet service providers;
• Telecommunications carriers;
• Cloud providers;
• Data centers;
• Domain registrars;
• Payment processors;
• Software publishers;
• Security vendors;
• Backup providers;
• Artificial intelligence providers;
• Social networks;
• Advertising platforms;
• Ecommerce platforms;
• Hosting companies;
• Shipping companies;
• Equipment vendors;
• APIs; and
• Other service providers.

Growth Mode is not responsible for failures, outages, service interruptions, security incidents, changes, pricing, policies, account restrictions, defects, or acts or omissions of third parties outside our reasonable control.

Telephone, VoIP, messaging, and other communications services rely on internet connectivity, power, hardware, carriers, software, and other third-party systems.

Accordingly, communications services may be unavailable during:

• Power outages;
• Internet failures;
• Equipment failures;
• Carrier outages;
• Network congestion;
• Software failures;
• Maintenance;
• Cybersecurity incidents; or
• Other service disruptions.

Growth Mode does not guarantee uninterrupted telephone, SMS, messaging, fax, or communications availability.

Internet-based telephone and VoIP emergency calling services operate differently from traditional wireline telephone services.

Client is responsible for ensuring that all users understand these differences.

Where emergency calling functionality is provided, Client must maintain an accurate physical service address or registered emergency address for each applicable telephone number, endpoint, or device.

If a device is relocated, Client must promptly notify Growth Mode or update the registered emergency address through available systems.

Failure to maintain accurate emergency-location information may result in emergency calls being routed to the wrong emergency response center or inaccurate location information being provided to responders.

Emergency calling may be unavailable or impaired during:

• Power outages;
• Internet outages;
• Network outages;
• Equipment failure;
• Service suspension;
• Misconfiguration;
• Carrier failures; or
• Other circumstances outside Growth Mode's control.

Where reasonably available, Growth Mode recommends using a traditional cellular device's native telephone service for emergency 911 calls rather than relying exclusively upon a VoIP service.

To the maximum extent permitted by law, Growth Mode is not responsible for acts or omissions of emergency response centers, communications carriers, third-party emergency service providers, responders, or other parties involved in handling an emergency communication.

Client is responsible for informing employees, users, guests, and others who may use Client's communications systems of applicable 911 limitations.

Growth Mode may provide marketing, creative, advertising, branding, content, social media, ecommerce, consulting, and related services.

Growth Mode will use commercially reasonable professional judgment but does not guarantee any particular commercial result.

Growth Mode does not guarantee:

• Revenue;
• Profit;
• Sales;
• Leads;
• Customers;
• Conversion rates;
• Advertising results;
• Return on investment;
• Return on advertising spend;
• Website traffic;
• Search rankings;
• Followers;
• Subscribers;
• Views;
• Engagement;
• Organic reach;
• Marketplace performance;
• Product demand;
• Affiliate participation;
• Influencer participation;
• Platform approval;
• Media coverage;
• Virality;
• Business growth; or
• Any other commercial result.

Forecasts, strategies, projections, recommendations, goals, and estimates are planning tools and opinions rather than guarantees.

If Growth Mode advertises, markets, photographs, demonstrates, discusses, promotes, sells, or assists in selling Client products or services, Client remains responsible for those products and services.

Client is responsible for:

• Product quality;
• Safety;
• Manufacturing;
• Inventory;
• Packaging;
• Labeling;
• Pricing;
• Promotions;
• Fulfillment;
• Shipping;
• Taxes;
• Returns;
• Refunds;
• Customer service;
• Chargebacks;
• Warranties;
• Product recalls;
• Regulatory compliance;
• Required licenses;
• Product claims;
• Product descriptions; and
• Required disclosures.

Client represents that it has the legal right to sell and promote its products and services.

Client is responsible for substantiating claims regarding its products and services.

Growth Mode may rely upon information provided or approved by Client.

Client is responsible for reviewing material submitted for Client approval.

Approval authorizes Growth Mode to publish, distribute, advertise, transmit, deploy, or otherwise use the approved material.

Growth Mode may rely upon approvals from Client's authorized representatives.

Client is responsible for verifying:

• Names;
• Prices;
• Product information;
• Offers;
• Legal disclaimers;
• Claims;
• Dates;
• Contact information;
• Images;
• Written copy; and
• Other factual information.

Growth Mode is not responsible for errors in material specifically supplied or approved by Client.

Livestreams, live selling, interviews, podcasts, events, demonstrations, broadcasts, and other live productions are inherently unscripted.

Growth Mode cannot control every statement, act, omission, opinion, or behavior of:

• Guests;
• Hosts;
• Interviewees;
• Audience members;
• Influencers;
• Creators;
• Talent;
• Client personnel;
• Third parties; or
• Other participants.

Growth Mode is not responsible for independent statements or conduct of such parties.

Client acknowledges that live media may contain spontaneous or unplanned content.

When Growth Mode participates in live selling or ecommerce promotion, Client remains responsible for:

• Inventory;
• Pricing;
• Offers;
• Promotions;
• Product claims;
• Product availability;
• Fulfillment;
• Shipping;
• Returns;
• Refunds;
• Chargebacks;
• Customer service;
• Product safety; and
• Compliance with marketplace requirements.

Growth Mode is not responsible for losses resulting from inaccurate information provided by Client, inventory shortages, fulfillment problems, product defects, customer disputes, platform restrictions, or marketplace decisions.

When Growth Mode manages advertising, Client authorizes Growth Mode to make commercially reasonable campaign decisions within any budget approved by Client.

Unless expressly included, advertising spend and third-party media charges are separate from Growth Mode's fees.

Growth Mode does not guarantee advertising:

• Approval;
• Placement;
• Reach;
• Performance;
• Leads;
• Conversion;
• Sales;
• Cost per acquisition; or
• Return on advertising spend.

Growth Mode does not control social networks, ecommerce marketplaces, search engines, advertising platforms, affiliate platforms, hosting companies, app stores, content platforms, payment processors, or other third-party platforms.

Platforms may change:

• Algorithms;
• Policies;
• Pricing;
• Eligibility;
• APIs;
• Features;
• Advertising rules;
• Content standards;
• Commerce standards;
• Commission rates; or
• Account access

at any time.

Growth Mode is not responsible for account suspension, account termination, content removal, advertising restrictions, loss of organic reach, platform outages, policy changes, algorithm changes, or other third-party decisions.

Client retains ownership of intellectual property owned by Client before the engagement.

Client grants Growth Mode permission to use Client-provided materials as reasonably necessary to perform requested services.

Client represents that it has the right to provide such materials.

Client is responsible for claims arising from materials, trademarks, photographs, music, video, written content, data, software, or other intellectual property supplied by Client.

Growth Mode retains ownership of its pre-existing and independently developed intellectual property, including:

• Processes;
• Methods;
• Templates;
• Systems;
• Frameworks;
• Workflows;
• Business methods;
• Prompts;
• Automation tools;
• Software libraries;
• Development tools;
• Code components;
• Designs;
• Production methods;
• Techniques;
• Documentation;
• Internal tools;
• Know-how; and
• Reusable components.

Such materials do not become Client property merely because they are used during an engagement.

Unless an Order states otherwise, after all amounts associated with an applicable project have been paid, Client will own final Client-specific creative deliverables expressly produced and delivered for Client.

This ownership does not include:

• Growth Mode intellectual property;
• Third-party intellectual property;
• Stock media;
• Licensed music;
• Fonts;
• Software libraries;
• APIs;
• Open-source software;
• Templates;
• Platform technology;
• Development tools; or
• Other licensed components.

Where Growth Mode intellectual property is incorporated into a final Client deliverable, Client receives a perpetual, non-exclusive license to use that Growth Mode intellectual property as part of the completed deliverable.

Unless an Order expressly states otherwise, Growth Mode retains ownership of general-purpose software components, reusable source code, libraries, frameworks, utilities, methods, algorithms, development tools, AI workflows, automation frameworks, architecture patterns, and other technology that can reasonably be reused in other projects.

Ownership or licensing of custom application source code may be specified in the applicable Order.

Unless an Order expressly provides for transfer of ownership of source code, Client receives a license to use the delivered application for Client's internal business purposes.

Unless specifically included in an Order, fees do not include delivery of:

• Raw video;
• Raw photography;
• Editable design files;
• Production project files;
• Internal notes;
• Unused concepts;
• Unedited recordings;
• Source files;
• Development environments;
• Build systems;
• Internal documentation;
• Internal tools; or
• Other working materials.

Growth Mode may charge additional fees to prepare or transfer such materials where available.

Unless Client requests otherwise in writing, Growth Mode may identify Client as a customer and display publicly released work created for Client in Growth Mode portfolios, websites, social media, showreels, presentations, sales materials, awards submissions, case studies, and promotional materials.

Growth Mode will not intentionally disclose Client confidential information through such use.

Confidential financial or performance information will not be publicly disclosed without Client permission.

Each party may receive confidential or proprietary information belonging to the other.

Each party agrees to use reasonable care to protect such information and use it only for purposes reasonably related to the business relationship.

Growth Mode may disclose confidential information to employees, contractors, professional advisors, technology providers, vendors, and subcontractors who reasonably require access to perform services.

Confidential information does not include information that:

• Is publicly available without breach of these Terms;
• Was lawfully known before disclosure;
• Is independently developed;
• Is lawfully obtained from another source without confidentiality restrictions; or
• Must be disclosed pursuant to applicable law.

Client is responsible for determining the privacy, regulatory, accessibility, retention, data-processing, consumer-disclosure, industry-specific, and other legal requirements applicable to Client's business and data.

Unless expressly stated in writing, Growth Mode does not serve as Client's:

• Attorney;
• Compliance officer;
• Privacy officer;
• Data protection officer;
• Accountant;
• Auditor; or
• Insurance advisor.

Growth Mode may assist Client with technology intended to support compliance, but technology services do not constitute a guarantee of legal or regulatory compliance.

If Client is subject to laws, regulations, contractual requirements, insurance requirements, or industry frameworks such as HIPAA, PCI DSS, NYDFS requirements, FTC requirements, financial services obligations, government security requirements, or similar standards, Client must inform Growth Mode of those requirements.

Growth Mode does not assume responsibility for Client's compliance unless that responsibility is expressly stated in an Order.

Client agrees to pay all amounts shown in applicable Orders and invoices.

Unless otherwise stated:

• Invoices are due according to the terms shown on the invoice;
• Recurring services are generally billed in advance;
• Deposits and setup fees become non-refundable once resources are committed or work begins;
• Hardware may require advance payment;
• Third-party fees may require advance payment;
• Project work may require milestone payments;
• All sales are final except where otherwise expressly stated in writing.

Growth Mode may suspend services for overdue invoices.

Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum amount allowed by law.

Client is responsible for reasonable costs incurred in collecting valid unpaid amounts, including reasonable attorneys' fees and collection costs where permitted by law.

Where Client purchases recurring products or services and provides a payment method for automatic payment, Client authorizes Growth Mode and its payment processor to charge that payment method for:

• Recurring service fees;
• Subscription fees;
• Licensing;
• Usage charges;
• Equipment payments;
• Approved third-party charges;
• Taxes; and
• Other amounts authorized under the applicable Order.

Recurring billing continues for the applicable service term until cancelled or terminated in accordance with the applicable Order.

Client agrees to contact Growth Mode promptly regarding disputed charges and provide us a reasonable opportunity to investigate and resolve the issue.

Initiating a chargeback does not eliminate Client's obligation to pay valid charges for products or services received.

Growth Mode may suspend services while a chargeback or payment dispute is pending.

Unless specifically included in an Order, Growth Mode is not responsible for third-party fees or expenses associated with an engagement.

These may include:

• Licensing;
• Hosting;
• Domains;
• Software;
• Hardware;
• Cloud services;
• Advertising;
• Shipping;
• Credit card processing;
• Telecom usage;
• Carrier charges;
• APIs;
• Stock media;
• Music;
• Talent;
• Equipment rental;
• Travel;
• Contractors; and
• Other third-party costs.

Unless expressly included in an Order, recurring services do not automatically include:

• Major projects;
• Office relocations;
• Large deployments;
• Custom development;
• Cabling;
• Construction;
• Major infrastructure replacement;
• Disaster recovery events;
• Cybersecurity incident response;
• Digital forensics;
• After-hours project work;
• Regulatory audits;
• Litigation support;
• Large data migrations;
• New office buildouts; or
• Other extraordinary work.

Such services may be quoted separately.

Terms such as "unlimited," "all-inclusive," "flat rate," or similar descriptions mean that qualifying services within the applicable scope are not billed based solely upon ordinary time spent.

They do not mean that every conceivable technology, project, product, service, expense, device, location, or request is included.

Such services are subject to:

• The agreed service scope;
• Reasonable use;
• Supported technology;
• Supported locations;
• Normal business requirements;
• Fair scheduling; and
• Any exclusions contained in the applicable Order.

Abusive, excessive, automated, fraudulent, or materially out-of-scope use is not included.

Growth Mode may suspend services or access if:

• Client fails to pay amounts when due;
• Continued access creates a cybersecurity risk;
• Client materially violates these Terms;
• Client requests unlawful conduct;
• Client misuses the services;
• Client's activity creates a material risk to Growth Mode or third parties; or
• Suspension is required by a third-party provider or applicable law.

Growth Mode will use reasonable efforts to provide notice where practical.

Termination rights may be specified in an applicable Order.

If no specific termination provision applies, either party may terminate an ongoing month-to-month service upon thirty days' written notice.

Growth Mode may immediately suspend or terminate services for:

• Non-payment;
• Material breach;
• Fraud;
• Illegal activity;
• Abuse;
• Harassment;
• Cybersecurity risk;
• Misuse of systems; or
• Conduct creating a material legal or operational risk.

Termination does not eliminate amounts owed for:

• Services already performed;
• Products delivered;
• Work in progress;
• Non-cancelable commitments;
• Licensing commitments;
• Third-party charges;
• Reserved resources; or
• Other valid amounts incurred before termination.

Client retains ownership of Client data.

Unless expressly included in an Order, offboarding, migration, data export, account transition, system documentation, transfer assistance, and coordination with a replacement provider are not included in ordinary recurring service fees and may be billed separately.

Growth Mode may require payment of all undisputed outstanding balances before performing non-emergency transition work.

Growth Mode is not required to retain Client data, backups, project files, credentials, raw media, development environments, or other information indefinitely following termination.

Client is responsible for maintaining copies of information it wishes to preserve.

Client may not use Growth Mode products or services to:

• Violate law;
• Commit fraud;
• Harass others;
• Infringe intellectual property;
• Distribute malware;
• Conduct unauthorized attacks;
• Send unlawful communications;
• Facilitate criminal activity;
• Circumvent security controls without authorization; or
• Materially interfere with Growth Mode systems or services.

Violations may result in immediate suspension or termination.

To the maximum extent permitted by law, Client agrees to defend, indemnify, and hold harmless Growth Mode Technologies LLC and its owners, members, officers, employees, contractors, agents, affiliates, vendors, hosts, creators, and personnel from third-party claims, liabilities, damages, penalties, fines, judgments, losses, costs, and reasonable attorneys' fees arising from or relating to:

• Client products or services;
• Client business operations;
• Product defects;
• Product injuries;
• Client-provided materials;
• Client-provided data;
• Client-provided claims;
• Client-approved claims;
• Client's violation of law;
• Client's violation of third-party rights;
• Client's infringement of intellectual property rights;
• Client's violation of platform policies;
• Client instructions;
• Client's failure to maintain required licenses;
• Client's misuse of services;
• Client employee or user actions;
• Fulfillment;
• Shipping;
• Returns;
• Refunds;
• Warranties;
• Taxes;
• Incorrect emergency-service information; or
• Client's failure to inform users regarding emergency calling limitations.

EXCEPT FOR EXPRESS COMMITMENTS CONTAINED IN AN APPLICABLE ORDER AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL PRODUCTS, SERVICES, TECHNOLOGY, SOFTWARE, CONTENT, SYSTEMS, SUPPORT, CONSULTING, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

GROWTH MODE DISCLAIMS IMPLIED WARRANTIES INCLUDING WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• SYSTEM AVAILABILITY;
• ERROR-FREE OPERATION; AND
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

GROWTH MODE DOES NOT WARRANT THAT ANY TECHNOLOGY, SERVICE, SOFTWARE, SECURITY SYSTEM, WEBSITE, APPLICATION, COMMUNICATIONS SERVICE, CAMPAIGN, AUTOMATION, NETWORK, BACKUP, CONTENT, OR OTHER DELIVERABLE WILL BE COMPLETELY ERROR-FREE, UNINTERRUPTED, SECURE, OR COMPATIBLE WITH ALL PRESENT OR FUTURE TECHNOLOGY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROWTH MODE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

THIS INCLUDES, WITHOUT LIMITATION:

• LOST PROFITS;
• LOST REVENUE;
• LOST SALES;
• LOST DATA;
• LOSS OF USE;
• LOSS OF GOODWILL;
• BUSINESS INTERRUPTION;
• LOST BUSINESS OPPORTUNITIES;
• COST OF REPLACEMENT SERVICES;
• LOSSES ARISING FROM CYBERATTACKS;
• LOSSES ARISING FROM THIRD-PARTY SERVICES;
• LOSSES ARISING FROM SERVICE OUTAGES; AND
• LOSSES ARISING FROM CLIENT BUSINESS DECISIONS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROWTH MODE'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PARTICULAR PRODUCT, SERVICE, ORDER, PROJECT, OR ENGAGEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO GROWTH MODE FOR THE AFFECTED PRODUCT, SERVICE, ORDER, PROJECT, OR ENGAGEMENT DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the theory of liability and even if Growth Mode has been advised of the possibility of damages.

Growth Mode is not responsible for delays, outages, or failures caused by circumstances outside its reasonable control.

These may include:

• Natural disasters;
• Severe weather;
• Fire;
• Flood;
• Power outages;
• Internet outages;
• Telecommunications failures;
• Cyberattacks;
• Acts of war;
• Terrorism;
• Civil disturbances;
• Government actions;
• Labor disputes;
• Epidemics or public health emergencies;
• Supply chain problems;
• Hardware shortages;
• Vendor failures;
• Cloud outages;
• Carrier outages;
• Platform outages; and
• Failures of third-party services.

Affected schedules may be reasonably extended.

Growth Mode is an independent contractor.

Nothing in these Terms creates an employment, partnership, franchise, fiduciary, joint venture, or agency relationship between Growth Mode and Client.

Unless expressly agreed otherwise, Growth Mode may provide services to other businesses, including businesses operating in Client's industry, provided Growth Mode complies with applicable confidentiality obligations.

Growth Mode may provide business, operational, technology, cybersecurity, marketing, or strategic recommendations.

Unless expressly agreed otherwise, Growth Mode does not provide:

• Legal advice;
• Accounting advice;
• Tax advice;
• Insurance advice;
• Investment advice;
• Medical advice; or
• Other licensed professional advice.

Client should consult appropriate professionals when necessary.

These Terms and any dispute arising from Growth Mode's products or services will be governed by the laws of the State of New York, without regard to conflict-of-law principles.

Before commencing litigation, the parties agree to make a reasonable good-faith effort to resolve the dispute informally.

Unless otherwise agreed in writing, legal proceedings arising from or relating to these Terms or Growth Mode services will be brought in a state or federal court having jurisdiction in Onondaga County, New York.

Client consents to personal jurisdiction and venue in those courts.

To the extent permitted by law, the prevailing party in an action to enforce these Terms may recover reasonable attorneys' fees and costs.

Client agrees that Growth Mode may use electronic communications to conduct the business relationship.

Electronic communications may include:

• Email;
• Electronic invoices;
• Text messages;
• Project-management systems;
• Support systems;
• Electronic signatures;
• Payment portals; and
• Other electronic records.

Electronic records may evidence approvals, instructions, authorizations, modifications, and agreements.

Growth Mode may update these Terms from time to time.

The Last Updated date identifies the current version.

Changes will apply prospectively unless otherwise permitted by law.

For a fixed-scope project, the version in effect when the applicable Order was accepted will generally continue to govern that project unless otherwise agreed.

For ongoing or recurring services, Growth Mode may apply updated Terms to future service periods after reasonable notice of material changes.

Continued purchase or use of services following the effective date of updated Terms constitutes acceptance to the extent permitted by law.

Client may not assign its rights or obligations relating to Growth Mode services without Growth Mode's written consent, except as part of a bona fide sale or merger involving substantially all of Client's business.

Growth Mode may assign its rights and obligations in connection with a merger, financing, reorganization, restructuring, acquisition, sale of the business, or transfer of substantially all of its assets.

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in effect.

The affected provision will be modified to the minimum extent necessary to make it enforceable where permitted by law.

Failure to enforce any provision does not waive the right to enforce that provision later.

Terms that by their nature should continue after termination will survive termination, including provisions regarding:

• Payment;
• Intellectual property;
• Confidentiality;
• Data;
• Indemnification;
• Warranty disclaimers;
• Limitations of liability;
• Governing law; and
• Dispute resolution.

These Terms together with applicable Orders constitute the agreement between Growth Mode and Client concerning the applicable products and services unless a separate written agreement expressly supersedes these Terms.

Client purchase orders, vendor onboarding documents, portals, or other Client-generated documents will not modify these Terms merely because Growth Mode receives, processes, signs for, or performs services associated with them unless Growth Mode expressly agrees in writing to the conflicting provision.

Questions concerning these Terms may be directed to: