Legal Agreement
Effective November 19, 2025
DOCUMENT METADATA
Effective Date
November 19, 2025
Jurisdiction
Suffolk County, Massachusetts
Governing Law
Commonwealth of Massachusetts
Parties
GrowthFactor, Inc. & Customer
§ 01
Binding Agreement
GrowthFactor will provide the services as identified in each order form (the "Services") entered into by the parties under this Agreement. The parties may agree to enter into additional engagements for additional or different Services in separate Orders.
§ 02
§ 02.1
These Terms commence on the date you first accept them and remain in effect as long as any Order Form is active. Each Order Form will have the start and end dates specified therein (an "Order Term").
§ 02.2
Either party may terminate this Agreement or any specific Order Form upon written notice if the other party:
§ 02.3
Upon expiration or termination of this Agreement, all active Order Forms shall continue in full force and effect. Upon termination of a specific Order Form, that Order Form terminates but this Agreement and all other active Order Forms remain in full force.
In the event of any termination, Customer shall pay for all services performed and expenses incurred up to the effective date of termination.
§ 02.4
Sections 2.3(c), 2.4, 4.3, 4.4, 5, 6, 7, 9, 10, 12, and 14 survive termination or expiration of this Agreement.
§ 03
GrowthFactor may provide notices via email to the email address specified on the applicable Order Form, or through your account portal. Notices sent by email are deemed given upon the first business day after sending.
Legal notices to GrowthFactor must be sent by overnight courier or certified mail to the address below. Email alone is not sufficient for Legal Notice.
LEGAL NOTICE ADDRESS
Samuel Hall
Attention
255 Main St, Suite 200
Address
Cambridge, MA 02142
City
sam@growthfactor.ai
§ 04
§ 04.1
Customer shall pay GrowthFactor the fees, charges, and expenses specified in each applicable Order Form (the "Fees").
§ 04.2
Fees may be paid either (a) via manually-paid invoice or (b) via automated payment method. Unless otherwise specified in an Order Form, all invoices are due and payable within thirty (30) days of the invoice date ("Due Date").
If Customer elects to pay via automated payment method (e.g., credit card, ACH transfer), Customer authorizes GrowthFactor and its third-party payment processor (e.g., Stripe) to store Payment Method information and automatically charge such Payment Method for all Fees as they become due. Customer represents and warrants that it is authorized to use the designated Payment Method and shall keep such Payment Method information current, complete, and valid.
§ 04.3
Any Fees not paid by the Due Date or that are declined/reversed shall be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount permitted by applicable law. GrowthFactor may, without limiting its other rights, suspend the performance of Services if any undisputed invoice or failed automated charge remains unpaid for more than thirty (30) days after Customer is notified.
§ 04.4
All Fees are exclusive of any sales, use, value-added, or other applicable taxes, tariffs, or duties ("Taxes"). Customer is solely responsible for the payment of all Taxes, excluding only taxes based on GrowthFactor's net income.
§ 04.5
GrowthFactor may change its standard rates for Services upon sixty (60) days prior written notice. Fee changes shall not apply to any Order Form in effect during its then-current Order Term. New rates apply only to (i) new Order Forms executed after the sixty (60) day notice period, or (ii) any renewal terms of an existing Order Form.
§ 05
§ 05.1
KEY DEFINITION
"Confidential Information" includes any information, technical data, or know-how concerning either party including research, products, services, customers, markets, business policies or practices, unreleased software, developments, inventions, processes, designs, drawings, engineering, marketing, reports and audits, business plans or finances. Also includes any materials or information identified by the disclosing party as confidential or proprietary. The terms and conditions of this Agreement are considered Confidential Information of both parties.
§ 05.2
Confidential Information does not include information that:
§ 05.3
Each party agrees to use the Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement. Will use the same degree of care to protect the Confidential Information as it uses to protect its own Confidential Information of like nature (but in no case less than a reasonable degree of care).
May disclose only to employees, directors, consultants, and subcontractors (collectively, "Representatives") who have a "need to know" such information, provided that such Representatives are bound by written confidentiality obligations at least as restrictive. The Receiving Party shall be responsible and liable for any breach of these confidentiality obligations by any of its Representatives.
§ 05.4
If required by law, regulation, or a valid court order to disclose any Confidential Information, shall (to the extent legally permitted) provide prompt written notice before the disclosure. Shall only disclose the minimum portion legally required and shall cooperate with the Disclosing Party, at the Disclosing Party's expense, in any efforts to obtain a protective order.
§ 05.5
Upon termination or expiration of this Agreement, or upon written request, the Receiving Party shall promptly (i) return to the Disclosing Party or (ii) destroy all tangible materials containing Confidential Information. May retain one copy in its secure, confidential legal files solely for archival or compliance purposes.
§ 05.6
The obligations of confidentiality shall survive and continue for a period of five (5) years following termination or expiration of this Agreement. For any Confidential Information that constitutes a "trade secret" under applicable law, the obligations shall continue for as long as such information remains a trade secret.
§ 06
§ 06.1
The parties acknowledge that in the performance of this Agreement, each party may be a "Data Controller" or "Data Processor." Each party agrees to comply with all applicable data protection laws and regulations.
§ 06.2
To the extent that GrowthFactor processes any Personal Data on behalf of Customer (the "Customer Data"), Customer is the Data Controller and GrowthFactor is the Data Processor. GrowthFactor shall only process Customer Data in accordance with the DPA and Customer's lawful instructions.
§ 06.3
GrowthFactor's Privacy Policy describes how GrowthFactor collects, uses, and protects Personal Data for which GrowthFactor is a Data Controller.
§ 06.4
GrowthFactor shall implement and maintain appropriate technical and organizational security measures designed to protect Customer Data from unauthorized access, use, alteration, or disclosure.
§ 07
§ 07.1
Customer retains all right, title, and interest in and to all data and information provided by Customer to GrowthFactor ("Customer Data") as well as any other intellectual property owned by Customer (e.g., logos, trademarks) (collectively, "Customer IP"). Customer grants GrowthFactor a non-exclusive, worldwide, royalty-free license to use, copy, modify, process, and create derivative works of the Customer IP solely for the purpose of performing the Services.
§ 07.2
GrowthFactor retains all right, title, and interest in and to its proprietary platform, user interface (UI), software, tools, methodologies, pre-existing data models, and all intellectual property rights therein, including any modifications or enhancements thereto (the "GrowthFactor IP").
§ 07.3
Customer acknowledges and agrees that any and all data models, algorithms, or other software developed, trained, or modified by GrowthFactor in the performance of the Services, even if developed specifically for Customer (the "Custom Models"), are the sole and exclusive property of GrowthFactor and shall be considered part of the GrowthFactor IP.
§ 07.4
You Own Your Outputs
§ 07.5
Subject to Customer's compliance with this Agreement and payment of all applicable Fees, GrowthFactor grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the applicable Order Term to access and use the GrowthFactor IP and the Custom Models solely via GrowthFactor's platform/UI for the purpose of generating, accessing, and downloading its Outputs.
§ 07.6
Customer's ownership rights in its Outputs are perpetual. Customer may use such Outputs for its internal business purposes indefinitely, surviving the expiration or termination of any Order Term.
§ 07.7
Customer grants GrowthFactor a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users.
§ 08
Customer grants GrowthFactor a non-exclusive, worldwide, royalty-free license to use Customer's name, logo, and trademarks (collectively, "Customer Marks") on GrowthFactor's website, in customer lists, and in other marketing, sales, and investor presentations.
GrowthFactor's use of the Customer Marks shall be in accordance with any reasonable trademark usage guidelines that Customer may provide. GrowthFactor agrees that it will not use the Customer Marks in any manner that would harm, disparage, or reflect negatively upon Customer's brand or reputation.
§ 09
§ 09.1
GrowthFactor shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) alleging that the GrowthFactor IP or Custom Models, when used as permitted by this Agreement, infringe upon any third-party's U.S. patent, copyright, or trademark.
GrowthFactor's obligations under this section are contingent upon Customer: (a) providing prompt written notice of the claim; (b) granting GrowthFactor sole control of the defense and settlement of the claim; and (c) providing reasonable cooperation in the defense.
§ 09.2
Customer shall defend, indemnify, and hold harmless GrowthFactor and its officers, directors, and employees from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising from or related to:
§ 09.3
Consequential Damages Disclaimer
§ 09.4
Liability Cap
Customer acknowledges that GrowthFactor has set its fees and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of damages set forth herein, and that these limitations form an essential basis of the bargain between the parties.
§ 10
Services Provided As-Is
GrowthFactor does not warrant that the Services or Customer's use of the Services will be uninterrupted, error-free, secure, will meet Customer's requirements, or operate in combination with third-party services. No advice or information, whether oral or written, obtained by Customer from GrowthFactor or through the Services shall create any warranty not expressly stated in this Agreement.
§ 11
Neither party shall be liable for any failure or delay in performance under this Agreement (other than for a party's payment obligations) due to any cause beyond its reasonable control, including, but not limited to, acts of God, acts of war or terrorism, acts of government, riots, labor strikes, fire, flood, earthquake, or pandemic (a "Force Majeure Event").
The delayed party shall give the other party prompt written notice of such event and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than thirty (30) days, the non-delayed party may terminate this Agreement or the affected Order Form upon written notice.
§ 12
JURISDICTION DETAIL
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. The parties agree that the exclusive jurisdiction and venue for any dispute resolution proceeding (including arbitration or any permitted court action) shall be in Suffolk County, Massachusetts.
§ 13
Customer may not assign this Agreement without the prior written consent of GrowthFactor. GrowthFactor may freely assign this Agreement in connection with a merger, reorganization, or sale of all or substantially all of its assets.
§ 14
§ 14.1
GrowthFactor may modify these Terms at any time by posting the updated version to its website and updating the "Last Updated" date. Will provide 30 days' notice of material changes (e.g., by email). Your continued use of the Services after such changes constitutes your acceptance.
§ 14.2
These Terms, together with all active Order Forms and the DPA, constitute the entire agreement between the parties regarding its subject matter and supersede all prior negotiations, agreements, and undertakings. This Agreement may be amended only as set forth in Section 14.1.
No provision of this Agreement shall be construed against any party by reason of such party having drafted it. A waiver by either party of a breach of any provision shall not constitute a waiver of the provision itself or any subsequent breach.
§ 14.3
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
§ 14.4
Mandatory Binding Arbitration
Class Action Waiver
The arbitrator shall issue a reasoned written decision and award. The award of the arbitrator shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The parties shall share equally the fees and costs of the arbitrator. Each party shall be responsible for its own attorneys' fees and costs, unless the arbitrator determines that a claim was frivolous or brought for an improper purpose.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
§ 15
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