GrowthYard Agreement

PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE" CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

This User Agreement (this "Agreement") is a contract between you ("you" or "User") and GROWTHYARD by Sudzy Inc ("GROWTHYARD," "we," or "us"). You must read, agree to, and accept all of the terms and conditions ("Terms of Service") contained in this Agreement to be a User of our website located at www.growthyd.com or any part of the rest of the Site. Subject to the conditions set forth herein, GROWTHYARD may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

1. GROWTHYARD ACCOUNTS
			
1.1 REGISTRATION AND ACCEPTANCE
					
By registering for an account to use the Site or Site Services (an "Account"), by using the Site or Site Services, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. GROWTHYARD reserves the right to decline a registration to join GROWTHYARD or to add an Account of any type (i.e., as a Client or Freelancer), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. 					
1.2 ACCOUNT ELIGIBILITY
To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelancer Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.
					
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile ("Profile"), which you consent to be shown to other Users and to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
					
					
1.4 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on GROWTHYARD. You authorize GROWTHYARD, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.
					
1.5 USERNAMES AND PASSWORDS
Each person who uses the Site must register for their own Account. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize GROWTHYARD to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.
					
2. PURPOSE OF GROWTHYARD
The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, GROWTHYARD provides the Site Services to Users, including hosting and maintaining the Site, and facilitating the formation of Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
					
2.1 RELATIONSHIP WITH GROWTHYARD
GROWTHYARD makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Through the Site and Site Services, Freelancers may be notified of Clients that may be relevant to the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and GROWTHYARD is not a party to that Service Contract.
				
You acknowledge, agree, and understand that GROWTHYARD is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Freelancer Services; and/or (e) paying for Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User. GROWTHYARD does not make any representations about or guarantee the truth or accuracy of any Freelancer's or Client's listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not perform background checks on or guarantee the work of Freelancers or Clients. You acknowledge, agree, and understand that GROWTHYARD does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. GROWTHYARD makes no representations about and does not guarantee, and you agree not to hold GROWTHYARD responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction. While GROWTHYARD may provide certain badges on Freelancer or Client profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Freelancer or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Freelancer Services or Client Project.

You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of GROWTHYARD, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) GROWTHYARD will not have any liability or obligations, including under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) GROWTHYARD does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and GROWTHYARD does not set or have any control over Freelancer's pricing, work hours, work schedules, or work location, nor is GROWTHYARD involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and GROWTHYARD does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) GROWTHYARD does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; (vii) GROWTHYARD does not provide the premises at which Freelancers will perform the work; (viii) unless otherwise agreed with their Client, Freelancers may use subcontractors or employees to perform Freelancer Services by delegating work and (ix) GROWTHYARD does not provide shipping services for any physical Work Product. If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this Section applies to GROWTHYARD's relationship, if any, with Freelancer's subcontractors and employees as well and Freelancer is solely responsible for Freelancer's subcontractors and employees.

Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) GROWTHYARD is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of GROWTHYARD; (4) GROWTHYARD does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) GROWTHYARD does not set Agencies' or Agency Members' contract terms amongst themselves or with Clients, fees, pricing, work hours, work schedules, or location of work; (6) GROWTHYARD does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) GROWTHYARD does not provide the premises at which the Agency or Agency Members will perform the work; and (8) GROWTHYARD makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and GROWTHYARD disclaims any and all liability relating thereto.
										
2.2 TAXES AND BENEFITS
Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer's Clients and through GROWTHYARD, and that GROWTHYARD will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from GROWTHYARD; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if GROWTHYARD is required by applicable law to withhold any amount of the Freelancer Fees and for notifying GROWTHYARD of any such requirement and indemnifying GROWTHYARD for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of GROWTHYARD, Freelancer agrees to promptly cooperate with GROWTHYARD and provide copies of Freelancer's tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to GROWTHYARD.
					
					
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER					
3.1 SERVICE CONTRACTS
If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that GROWTHYARD is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between GROWTHYARD and any User or a partnership or joint venture between GROWTHYARD and any User.

With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand GROWTHYARD's rights and obligations under the Terms of Service, including this Agreement.					
Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. 
					
3.2 CONFIDENTIAL INFORMATION				
To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User's written request, the party that received Confidential Information will promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
					
					
4. GROWTHYARD FEES	
				
4.1 FEES 
Service Fees. All transactions between Clients and Freelancers or any future third parties Freelancer wishes to bring Client projects to must be processed in the GROWTHYARD platform. GROWTHYARD will take a 20% commission as a Service Fee on every transaction. The remaining 80% of the transaction will be paid out to Freelancer within 14 days of receipt of payment from Client. 				
Membership Fees. Freelancers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Service, by payment of subscription membership fees. All charges non-refundable.										
4.2 VAT AND OTHER TAXES
GROWTHYARD may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we'll just refer to VAT, GST and any local sales taxes collectively as "VAT") in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts GROWTHYARD is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to GROWTHYARD under the Terms of Service.
					
					
4.3 NON-PAYMENT
If Client is in "default", meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, GROWTHYARD will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client through GROWTHYARD within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by GROWTHYARD for Freelancer Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client's account.
If Client is in default, we may, without notice, temporarily or permanently close Client's Account and revoke Client's access to the Site and Site Services, including Client's authority to use the Site to obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client's Account as a result of the default. Without limiting other available remedies, Client must pay GROWTHYARD upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law.

At our discretion and to the extent permitted by applicable law, GROWTHYARD or its Affiliates may, without notice, charge all or a portion of any amount that is owed on any Account to GROWTHYARD or as Freelancer Fees or otherwise to any Payment Method on file on the Client's Account; set off amounts due against other amounts received from Client or held by for Client by GROWTHYARD or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
					
GROWTHYARD does not guarantee that Client is able to pay or will pay Freelancer Fees and GROWTHYARD is not liable for Freelancer Fees if Client is in default. If GROWTHYARD recovers funds from a Client in default pursuant to this Section, GROWTHYARD will disburse any portion attributable to Freelancer Fees to the applicable Freelancer to the extent not already paid by Client.
					
4.4 NO RETURN OF FUNDS AND NO CHARGEBACKS
Client and Freelancer acknowledges and agrees that GROWTHYARD or its Affiliates will charge or debit their designated Payment Method for the Fees incurred and that once GROWTHYARD or its Affiliates charges or debits the designated Payment Method for the Fees, the charge or debit is non-refundable. To the extent permitted by applicable law, Client or Freelancer agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client or Freelancer initiates a chargeback in violation of this Agreement, Client or Freelancer agrees that GROWTHYARD or its Affiliates may dispute or appeal the chargeback and institute collection action against Client or Freelancer and take such other action it deems appropriate.
					
4.5 PAYMENT METHODS
In order to use certain Site Services, Client and Freelancer must provide account information for at least one valid Payment Method.

Client and Freelancer hereby authorizes GROWTHYARD to run credit card authorizations on all credit cards provided, to store credit card and banking or other financial details as method of payment, and to charge credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. You acknowledge and agree that we may use third-party vendors and service providers to process payments and manage your Payment Method information.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client or Freelancer represents, warrants, and covenants that: (a) Client or Freelancer is legally authorized to provide such information; (b) Client or Freelancer is legally authorized to make payments using the Payment Method(s); (c) if Client or Freelancer is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on GROWTHYARD; and (d) such actions do not violate the terms and conditions applicable to Client's or Freelancer's use of such Payment Method(s) or applicable law.
When Client or Freelancer authorizes a payment using a Payment Method via the Site, Client or Freelancer represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client's Payment Method(s), Client or Freelancer is solely responsible for paying such amounts by other means.

GROWTHYARD is not liable to any User if GROWTHYARD does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. 
					
					
5. NON-CIRCUMVENTION
					
5.1 MAKING PAYMENTS THROUGH GROWTHYARD
You acknowledge and agree that a substantial portion of the compensation GROWTHYARD receives for making the Site available to you is collected through the Service Fee and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the "GROWTHYARD Relationship"). GROWTHYARD only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site
					
By way of illustration and not in limitation of the foregoing, you agree not to:
• Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
• Invoice or report on the Site an invoice or payment amount lower than that actually agreed, made, or received between Users.
• Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You agree to notify GROWTHYARD immediately if a person suggests to you making or receiving payments other than through the Site in violation of this section or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to GROWTHYARD.

You acknowledge and agree that a violation of any provision in this Section is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you must still process all payments for each other User you wish to continue working with on whatever terms through the Site.
									
6. RECORDS OF COMPLIANCE
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to GROWTHYARD upon request. Nothing in this subsection requires or will be construed as requiring GROWTHYARD to supervise or monitor a User's compliance with this Agreement or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on GROWTHYARD's part to store, backup, retain, or grant access to any information or data for any period.
					
7. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. GROWTHYARD MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. 				
8. LIMITATION OF LIABILITY					
GROWTHYARD is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service
ADDITIONALLY, IN NO EVENT WILL GROWTHYARD, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES.					
9. RELEASE
In addition to the recognition that GROWTHYARD is not a party to any contract between Users, you hereby release GROWTHYARD, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. 				
			
10. INDEMNIFICATION					
All Users agrees to defend, indemnify and hold GROWTHYARD, its officers, directors, agents and employees free and harmless from and against any and all liabilities, losses, demands, causes of action, costs, injuries, damages and expenses, including attorneys' fees, which User may suffer or incur as a result of any claims made in connection with or arising from any services provided to, for, or on behalf of Clients by Freelancers, or in connection with the provision of any services under this Agreement. 
					
11. AGREEMENT TERM AND TERMINATION
							
11.1 TERMINATION
Unless both you and GROWTHYARD expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. GROWTHYARD is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed; (b) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to GROWTHYARD for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
Without limiting GROWTHYARD's other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or GROWTHYARD or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without GROWTHYARD's prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User's Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF GROWTHYARD DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, GROWTHYARD HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT GROWTHYARD WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
					
11.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which GROWTHYARD will have no liability whatsoever. GROWTHYARD, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
					
11.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring payment of fees after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
					
					
11.4 CHOICE OF LAW
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of New York and subject to the exclusive jurisdiction of the federal and state courts located in New York, NY .
				
									
12. GENERAL
					
12.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and GROWTHYARD relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though GROWTHYARD drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. 
					
					
12.2 ASSIGNABILITY
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without GROWTHYARD's prior written consent in the form of a written instrument signed by a duly authorized representative of GROWTHYARD. GROWTHYARD may freely assign this Agreement and the other Terms of Service without User's consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
					
					
12.3 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
GROWTHYARD makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

GROWTHYARD Privacy Policy
This privacy policy discloses the privacy practices for GROWTHYARD by Sudzy Inc. This privacy policy applies solely to information collected by GROWTHYARD. It will notify you of the following:
1. What personally identifiable information is collected from you through the web site, how it is used and with whom it may be shared.
2. What choices are available to you regarding the use of your data.
3. The security procedures in place to protect the misuse of your information.
4. How you can correct any inaccuracies in the information.
Information Collection, Use, and Sharing
We will use your information to respond to you, regarding the reason you contacted us. We may share your information with any third party outside of our organization, e.g. to connect you to third party providers. Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, or changes to this privacy policy.
Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address given on our website:
See what data we have about you, if any.
Change/correct any data we have about you.
Express any concern you have about our use of your data.
Security
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.
Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a closed lock icon at the bottom of your web browser, or looking for "https" at the beginning of the address of the web page.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. The computers/servers in which we store personally identifiable information are kept in a secure environment.
Updates
Our Privacy Policy may change from time to time and all updates will be posted on this page.
If you feel that we are not abiding by this privacy policy, you should contact us immediately.