Terms of Service

These Terms of Service ("Terms") are an agreement between you and Groundskeeper ("Groundskeeper," "we," "us," or "our"). They govern your purchase and use of our software, subscriptions, audits, training, implementation, advisory programs, digital materials, and related services (collectively, the "Services"). By creating an account, clicking to accept, paying an invoice or checkout page, or using a Service, you agree to these Terms.

1. Orders and Agreement Structure

An "Order" means a checkout page, proposal, invoice, order form, statement of work, or other written description we provide for a Service. An Order may state the selected Service, fees, term, deliverables, schedule, usage limits, and special terms.

These Terms, the applicable Order, and our Privacy Policy form the entire agreement for the Services. If they conflict, the Order controls for service-specific commercial terms, followed by these Terms.

2. Eligibility and Authority

You must be at least 18 and able to enter a binding agreement. If you accept for a company, you represent that you have authority to bind it. "You" includes that company and its authorized users.

3. Accounts and Acceptable Use

• You must provide accurate information and protect account credentials.
• You are responsible for activity by your users and for their compliance with these Terms.
• You may use the Services only for lawful business purposes.
• You may not disrupt, misuse, copy, scrape, resell, reverse engineer, or bypass security or usage limits of the Services, except where law expressly permits.
• You may not upload malware, unlawful material, or content that infringes another person's rights.

4. Software Services

During a paid subscription, we grant you a limited, non-exclusive, non-transferable, revocable right to use the software for your internal business operations, subject to the Order and these Terms.

• Subscriptions. Subscription features, user limits, fees, and billing periods are shown in the Order.
• Renewal. A subscription renews automatically for the period disclosed at purchase unless either party cancels before renewal.
• Changes. We may improve or modify software features, provided we do not materially reduce the core paid functionality during the current term.
• Availability. We use commercially reasonable efforts to keep software available but do not promise uninterrupted or error-free operation.
• Third parties. Integrations and third-party services are governed by their own terms and may change or become unavailable.

5. Audits, Training, and Advisory Services

We will provide the sessions, materials, deliverables, and access described in the Order. Unless the Order says otherwise:

• Sessions must be scheduled through our booking system and used during the stated program period.
• You must give reasonable notice to reschedule. Missed sessions or late cancellations may be treated as delivered.
• You are responsible for decisions, implementation, staffing, financial controls, legal compliance, and business results.
• Materials are licensed to you for internal business use and may not be shared, published, taught, or resold.
• Advice is educational and operational, not legal, tax, accounting, investment, or employment advice.

6. Greenhouse Incubator and Time-Reclamation Guarantee

If your Order is for the Greenhouse Incubator, the program includes six working sessions (the first three weekly and the next three every other week) and a final review around day 90, unless the Order states otherwise.

We guarantee that you will reclaim at least five hours per week within 90 days. If you do not, our sole obligation is to continue working with you at no additional program fee until you do. This is a continuation-of-service guarantee, not a refund or revenue guarantee.

To qualify, you must attend the scheduled sessions, complete the mutually agreed actions, provide requested information on time, track your weekly time using a reasonable method, and notify us in writing within 14 days after the day-90 review that the target was not achieved. The guarantee does not apply where progress is prevented by missed sessions, incomplete actions, inaccurate information, material changes to the business, or events outside our reasonable control. Continued support format and cadence will be reasonably determined by us.

7. Fees, Payment, Discounts, and Refunds

• Fees, taxes, payment timing, discounts, and any installment plan are shown in the Order.
• You authorize our payment processor to charge the payment method provided, including recurring charges disclosed at checkout.
• Except where the Order or applicable law says otherwise, fees are non-refundable and payment obligations are non-cancellable.
• Overdue amounts may cause suspension, cancellation, and reasonable collection costs.
• Promotions and coupon codes apply only as stated, cannot be combined unless allowed, and may expire.

8. Reviews, Testimonials, and Feedback

Reviews are voluntary and need not be positive. If we offer an incentive for a review, it is available regardless of sentiment, subject to the disclosed promotion terms, and you must clearly disclose the incentive when posting. You give us permission to use feedback and submitted testimonials for business purposes, but we will request permission before publicly identifying you or your company.

9. Customer Data and Privacy

You retain ownership of data and content you submit ("Customer Data"). You grant us a limited license to host, process, transmit, display, and back up Customer Data as needed to provide, secure, support, and improve the Services. You represent that you have all rights and permissions needed for Customer Data. Our Privacy Policy explains how we handle personal information.

10. Confidentiality

Each party will use the other's non-public business, technical, and financial information only to perform under this agreement and will protect it with reasonable care. This does not cover information that is public through no breach, already known without restriction, independently developed, or lawfully received from another source. A party may disclose information when legally required after giving notice where allowed.

11. Intellectual Property

We and our licensors retain all rights in the Services, software, methods, templates, content, branding, and improvements. Except for the limited rights expressly granted, neither party transfers intellectual-property ownership. If you provide feedback, you grant us a perpetual, worldwide, royalty-free right to use it without identifying you.

12. Suspension and Termination

You may cancel a subscription as described in the Order or account settings. We may suspend or terminate access for non-payment, security risk, unlawful use, or material breach. Either party may terminate for an uncured material breach after 10 days' written notice when cure is possible. Termination does not erase amounts already due. Rights intended by their nature to survive will survive, including payment, ownership, confidentiality, disclaimers, liability limits, indemnification, and dispute provisions.

13. Disclaimers

Except for an express guarantee in an Order or these Terms, the Services are provided "as is" and "as available." To the fullest extent permitted by law, we disclaim implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee revenue, profit, growth, savings, customer acquisition, or any specific business result. Your results depend on your circumstances and implementation.

14. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, data, goodwill, or business opportunities. Each party's total liability arising from a Service will not exceed the fees you paid for that Service during the 12 months before the event giving rise to the claim. These limits do not apply where liability cannot legally be limited.

15. Indemnification

You will defend and indemnify Groundskeeper and its personnel from third-party claims, losses, and reasonable costs arising from your Customer Data, your unlawful or unauthorized use of the Services, your business operations, or your material breach of these Terms. We will promptly notify you and reasonably cooperate at your expense.

16. Governing Law and Disputes

Massachusetts law governs these Terms, without regard to conflict-of-law rules. The state and federal courts located in Massachusetts have exclusive jurisdiction, and each party consents to venue there. Before filing a claim, the parties will attempt in good faith for 30 days to resolve it after written notice. Nothing prevents either party from seeking urgent injunctive relief.

17. Electronic Communications and Notices

You agree to transact electronically and receive agreements, notices, and records by email, through your account, or on our website. Electronic acceptance and signatures have the same effect as handwritten signatures. Legal notices to Groundskeeper must be sent to info@onlinegroundskeeper.com. Notices to you may be sent to the contact information in your Order or account.

18. Changes to These Terms

We may update these Terms by posting a revised version and changing the date above. Material changes will apply prospectively, and we will provide reasonable notice when required. Changes do not retroactively alter a prepaid training or advisory Order unless both parties agree. Continued use after the effective date of an update constitutes acceptance.

19. General Terms

Neither party is liable for delay caused by events beyond reasonable control. You may not assign this agreement without our written consent; we may assign it in connection with a merger, financing, reorganization, or sale of business. The parties are independent contractors, and these Terms create no partnership, employment, agency, or fiduciary relationship. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be narrowed as necessary and the rest remains effective. Headings are for convenience only. No third party is a beneficiary.

20. Contact

Questions about these Terms may be sent to info@onlinegroundskeeper.com.