GrowthHero Terms of Service
CrashBreak Michał Janeczek (“GrowthHero” or “us”, “our”, “we”) provides online solution which enables to build, manage, and optimize Partner Programs (as defined below) on Shopify platform (the “Service”).
These Terms of Service (“Terms”) govern your access and use of the Services. “Client” “You” or “your” means any party that uses our Services to monitor settlements of partner programs. Partner programs (“Partner Programs”) mean partner programs organized by vendors in which you participate and are awarder compensation by vendors (“Vendors”) for: (i) delivering leads (users) to such Vendors and/or (ii) purchase of Vendor’s products or services by delivered users.
Please read these Terms carefully. These Terms govern your use of the Service. By using our Services, you accept these Terms. Changes may be made to these Terms from time to time. Your continued use of the Service will be deemed acceptance to any such amended or updated Terms. If you do not agree to any of these Terms, please do not use the Service. If you are entering these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms.
1. License. Subject to the terms and conditions hereof, GrowthHero hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, license to use the Service, solely to: (i) enable monitoring of settlements with vendors under Partner Programs, and (ii) use of other features incorporated in the Service.
2. Restrictions. Except as set forth expressly herein, Client shall not, and shall not permit any third party, to (i) reverse engineer or attempt to find the underlying code of the Service; (ii) modify the Service, (iii) sublicense, sell, distribute or provide the Service to any third party, or (iv) bypass any security measure or access control measure of the Service. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Client shall inform GrowthHero in writing in each instance prior to engaging in the activities set forth above.
3. Intellectual Property. GrowthHero has all right, title and interest in the Service. GrowthHero owns the Service, including all worldwide intellectual property rights in the Service, the trademarks and logos contained therein. Except as expressly permitted herein, you may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Service or any User Content appearing in the Service. You will not remove, alter or conceal any copyright, trademark or other proprietary rights notices incorporated in the Service. All trademarks are trademarks or registered trademarks of their respective owners. Nothing herein shall be interpreted to provide Client with any rights in the Service except the limited license to use the Service as set forth herein.
4. Feedback. GrowthHero encourages Client’s feedback regarding the Service. GrowthHero may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
5. Payment. In consideration of the licenses granted hereunder Client shall make payment to GrowthHero in the amount and in the manner set forth on a separate quotation provided by GrowthHero to Client, plus applicable VAT and other taxes (if applicable). Any such payments are made through intermediary of Shopify App Store.
6. Data; Privacy. GrowthHero processes data regarding Client made available by Shopify to GrowthHero, upon downloading the Service in Shopify App Store by the Client and the other data related to the use of the Service by the Client. Scope of data made available by Shopify to GrowthHero is described in notice provided by Shopify to Client prior to downloading the Service.
In scope of personal data controlled by Client and made available to GrowthHero, Client and GrowthHero shall abide by the Data Processing Addendum constituting appendix no. 1 to these Terms.
GrowthHero will fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity or behavior of any user suspected to have engaged in illegal behavior. GrowthHero may use subcontractors to process data. GrowthHero may transfer its databases containing information if all or part of the GrowthHero business is sold.
7. Indemnification. Client shall defend, indemnify and hold harmless GrowthHero (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorney’s legal fees) which GrowthHero may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms. Client may not settle or compromise such suit without our consent, not to be unreasonably withheld. Client may be represented in any such suit by counsel of its own choosing at its own expense.
8. Disclaimer of Warranties. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROWTHHERO DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF CLIENTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GROWTHHERO MAKES NO WARRANTY THAT (A) THE SERVICE AND/OR THE USER CONTENT WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE AND/OR THE USER CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE AND/OR THE USER CONTENT WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY MATERIALS OR USER CONTENT OBTAINED BY YOU FROM THE SERVICE, FROM US, OR FROM ANY THIRD PARTIES’ WEBSITES TO WHICH THE SERVICE IS LINKED, WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE USE OF THE SERVICE AND/OR OF THE USER CONTENT, THE UPLOADING OF USER CONTENT, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR CONTENT THROUGH THE SERVICE, IS DONE AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GROWTHHERO (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICE OR THE USER CONTENT OR FROM THE CONDUCT OF ANY USERS OF THE SERVICE. GROWTHHERO FURTHER ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF THE SERVICE OR ANY USER CONTENT. GROWTHHERO IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE SERVICE, INCLUDING ANY INJURY OR DAMAGE TO YOU OR TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SERVICE. THE ENTIRE LIABILITY OF GROWTHHERO (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT CLIENT HAS ACTUALLY PAID TO GROWTHHERO IN RESPECT OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE APPLICABLE CLAIM. IF CLIENT DID NOT MAKE ANY PAYMENT TO GROWTHHERO, THEN GROWTHHERO SHALL HAVE NO LIABILITY TO YOU.
10. Term. The term of this agreement will commence on the date Client starts to use the Service and shall expire upon termination of the Service by the Client or GrowthHero. Client may terminate the agreement / the Service at any time by deleting the Service (uninstalling the app). GrowthHero may terminate the agreement / the Service if it has a reasonable belief that Client is using the Service in violation of these Terms or any applicable law, rule or regulation. Any suspension, termination, or cancellation shall not affect Client obligations to GrowthHero under these Terms (including but not limited to intellectual property, indemnification, and limitation of liability) which by their sense and context are intended to survive such suspension, termination, or cancellation. Upon termination of the agreement, you authorize GrowthHero to continue sending you emails, for example about new features of our Service. We will not send you such messages if you opt-out from receiving such promotional messages.
11. Publicity. Client agrees that GrowthHero has the right to reveal the fact that it is using the Service, including by displaying its name and logo on GrowthHero website and in other marketing materials.
12. Miscellaneous. GrowthHero may provide any required notices to the email address, fax number or by first class mail to other contact information obtained from the Client. Notices sent by email will be deemed received when they are sent by us. Notices sent by fax will be deemed received upon the confirmation of receipt thereof. Notices sent by mail will be deemed received 10 days after sent by us. GrowthHero and Client are and intend to remain independent parties. Nothing contained in these Terms will be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party will hold itself out as an agent, partner or employee of the other. Neither party will have any right to bind the other party. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements between the parties regarding the subject matter hereof. A waiver of any defaults hereunder or of any of the terms and conditions of these Terms will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition. GrowthHero may assign its rights or obligations pursuant to these Terms. Client agrees not to assign any rights under these Terms; any attempted assignment will be null and void. If any provision of these Terms will be deemed invalid or unenforceable by a court of competent jurisdiction, such provision will be interpreted to give maximum effect to its terms as permitted under law, and such invalidity or unenforceability will not affect the validity or enforceability of any other part or provision of these Terms which will remain in full force and effect.
13. Governing Law. These Terms are governed by the laws of Poland without reference to its conflict of law provisions, and the competent courts applicable to the registered seat of GrowthHero will have exclusive jurisdiction to hear any disputes arising hereunder.
14. Contact information. Questions about the Terms of Service should be sent to us at firstname.lastname@example.org or at address of GrowthHero i.e. CrashBreak Michał Janeczek Uchań Dolny 7, 99-420 Łyszkowice, Poland.
Appendix no. 1 to Terms
DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) forms part of the Agreement between the Client and GrowthHero and applies to the extent that GrowthHero processes Personal Data on behalf of Client in the course of providing Services.
“Agreement” means the agreement between Client and GrowthHero for the provision of the Services to Client.
“Controller” means an entity that determines the purposes and means of the processing of Personal Data.
“Data Protection Law” means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.
“EU Data Protection Law” Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”).
“Personal Data” means any information relating to an identified or identifiable natural person as defined in the EU Data Protection Law.
“Personal Data Breach” means a breach of security of the Services leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.
“Processor” means an entity that processes Personal Data on behalf of a Controller.
“Services” means any service offering or Client support services provided by GrowthHero to Client pursuant to the Agreement.
“Sub-processor” means any Processor engaged by GrowthHero that processes Personal Data pursuant to the Agreement.
2.1 Subject matter. The Client hereby entrust GrowthHero with processing of Personal Data as understood by Article 28 of the GDRP.
2.2 Role of the Parties. As between GrowthHero and Client, GrowthHero will process Personal Data under the Agreement only as a Processor acting on behalf of the Client. Client may act either as a Controller or as a Processor with respect to Personal Data.
2.3 Client Processing of Personal Data. Client will, in its use of the Services, comply with its obligations under EU Data Protection Law in respect of its processing of Personal Data and any processing instructions it issues to GrowthHero. GrowthHero shall inform the Client without undue delay if it considers that an instruction violates data protection provisions. Client represents that it has all rights and authorizations necessary for GrowthHero to process Personal Data pursuant to the Agreement.
2.4 GrowthHero Processing of Personal Data. GrowthHero will comply with its processor obligations under EU Data Protection Law and will process Personal Data in accordance with Client’s instructions. Client agrees that the Agreement is its complete and final instructions to GrowthHero in relation to the processing of Personal Data. Processing any Personal Data outside the scope of the Agreement will require prior written agreement between GrowthHero and Client by way of written amendment to the Agreement and will include any additional fees that may be payable by Client to GrowthHero for carrying out such instructions. Upon notice in writing, Client may terminate the Agreement if GrowthHero declines to follow Client’s reasonable instructions that are outside the scope of, or changed from, those given or agreed to in the Agreement, to the extent such instructions are necessary to enable Client to comply with EU Data Protection Laws.
2.5 Processing of Personal Data Details.
Use of Sub-Processors
GrowthHero may engage Sub-processors to provide certain services on its behalf. Client consents to GrowthHero engaging Sub-processors to process Personal Data under the Agreement. GrowthHero will be responsible for any acts, errors, or omissions of its Sub-processors that cause GrowthHero to breach any of GrowthHero’s obligations under this DPA.
4. SECURITY MEASURES
4.1 Security Measures by GrowthHero. GrowthHero will implement and maintain appropriate technical and organizational security measures to protect against Personal Data Breaches and to preserve the security and confidentiality of Personal Data processed by GrowthHero on behalf of Client in the provision of the Services (“Security Measures”). The Security Measures are subject to technical progress and development. GrowthHero may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Client.
4.2 Security Measures by Client. Client is responsible for using and configuring the Services in a manner which enables Client to comply with EU Data Protection Laws, including implementing appropriate technical and organizational measures.
4.3 Personnel. GrowthHero restricts its personnel from processing Personal Data without authorization (unless required to so by applicable law) and will ensure that any person authorized by GrowthHero to process Personal Data is subject to an obligation of confidentiality.
5. PERSONAL DATA BREACH RESPONSE
Upon becoming aware of a Personal Data Breach, GrowthHero will notify Client without undue delay and will provide information relating to the Personal Data Breach as reasonably requested by Client. GrowthHero will use reasonable endeavors to assist Client in mitigating, where possible, the adverse effects of any Personal Data Breach.
6. DELETION OF DATA
Following expiration or termination of the Agreement, GrowthHero will delete all Personal Data in GrowthHero’s possession as provided in the Agreement except to the extent GrowthHero is required by applicable law to retain some or all of the Personal Data (in which case GrowthHero will archive the data and implement reasonable measures to prevent the Personal Data from any further processing). The terms of this DPA will continue to apply to such Personal Data.
7.1 Data Protection Requests. If GrowthHero receives any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement, including requests from individuals seeking to exercise their rights under EU Data Protection Law, GrowthHero will promptly redirect the request to the Client. GrowthHero will not respond to such communication directly without Client’s prior authorization, unless legally compelled to do so. If GrowthHero is required to respond to such a request, GrowthHero will promptly notify Client and provide Client with a copy of the request, unless legally prohibited from doing so.
7.2 Client Requests. GrowthHero will reasonably cooperate with Client, at Client’s expense, to permit Client to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement to the extent that Client is unable to access the relevant Personal Data in their use of the Services.
7.3 DPIAs and Prior Consultations. To the extent required by EU Data Protection Law, GrowthHero will, upon reasonable notice and at Client’s expense, provide reasonably requested information regarding the Services to enable Client to carry out data protection impact assessments (“DPIAs”) and/or prior consultations with data protection authorities.
7.4 Audit. To the extent required by EU Data Protection Law, GrowthHero will make available to the Client information necessary to demonstrate compliance with the obligations laid down in Article 28 of GDPR and will allow and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client.
7.5 Legal Disclosure Requests. If GrowthHero receives a legally binding request for the disclosure of Personal Data which is subject to this DPA, such request will be dealt with in accordance with the Agreement.
8.1 Relationship with Agreement. Any claims brought under this DPA will be subject to the terms and conditions of the Agreement, including the exclusions and limitations set forth in the Agreement.
8.2 Conflicts. In the event of any conflict between this DPA and any privacy-related provisions in the Agreement, the terms of this DPA will prevail.