LEGAL
Terms of Service
Terms of Service
Effective September 13, 2026
These Terms of Service (“Terms of Service”) constitute the terms and conditions that govern the relationship between Vektor, LLC, doing business as Level10 Growth (“Level10 Growth,” “we,” or “us”) and its customers (each a “Customer” or “you”) who agree to receive professional growth consulting and advisory services (the “Services”) from Level10 Growth. These Terms of Service are expressly incorporated by reference into each Proposal for Services entered into between Level10 Growth and a Customer. By signing a Proposal or otherwise receiving any Services from Level10 Growth, Customer agrees to be bound by these Terms of Service.
ENGAGEMENT OF SERVICES
Customer and Level10 Growth desire to have Level10 Growth render certain growth consulting, advisory, and related services as have been agreed upon in the Proposal entered into by and between Level10 Growth and Customer (the “Specifications”).
MUTUAL COOPERATION
We agree to use our best efforts to fulfill and exceed your expectations on the deliverables agreed upon in the Proposal. You agree to aid us in doing so by making available to us needed information pertaining to your business and to cooperate with us in expediting the work.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
CONFIDENTIALITY
Customer and Level10 Growth acknowledge and agree that the Specifications and all other documents and information related to the Services (the “Confidential Information”) will constitute valuable trade secrets of both parties. Level10 Growth’s knowledge and know-how, concerning the operations, products, services, procedures, and customers of Level10 Growth, in any format whatsoever, including, without limitation, the techniques, frameworks, methodologies, organization, design, implementation, preparation, and other operations, methods, accumulated experiences, information related to growth strategy, marketing techniques, advertising, policies, procedures, promotions, customer lists, sales records, concepts, ideas, research, other proprietary information, and any materials which Level10 Growth designates as confidential, shall also be included in the meaning of “Confidential Information” for purposes of these Terms of Service. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of the parties’ relationship, and for a period of three (3) years thereafter, without the other party’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public in any advertising medium or channel prior to the engagement of Level10 Growth to provide services, or information which was provided to Level10 Growth by Customer for publication as a requirement of the fulfillment of the Specifications.
Customer understands and agrees that any disclosure or misappropriation of any of Level10 Growth’s Confidential Information, at any time, in violation of this Agreement, will cause Level10 Growth irreparable harm. Since monetary damages will not be sufficient to compensate for the unauthorized use or disclosure of Level10 Growth’s Confidential Information, injunctive or other equitable relief would be appropriate to prevent any actual or threatened use or disclosure of Level10 Growth’s Confidential Information; and you, therefore, consent to the entry of an injunction, without the need to post a bond, prohibiting any conduct by you in violation of this provision.
DELIVERABLES AND APPROVALS
Deliverables and work product will be presented for Customer review at the stages of development described in the Proposal. If revisions are required, a request must be made when deliverables are returned to Level10 Growth. Level10 Growth will make two rounds of revisions, based upon Customer’s feedback, which will constitute acceptable delivery unless otherwise agreed upon in writing by both parties. The total number of revision rounds provided to Customer shall number two unless otherwise determined in the Specifications. Additional revisions can be provided for a fee.
SERVICES COMPLETION
Level10 Growth will use reasonable diligence in the performance of the Services and endeavor to deliver to Customer all agreed-upon deliverables (or “Milestones”) outlined in the Proposal. Customer acknowledges, however, that any delivery deadline noted in the Proposal is an estimate and not a required delivery date.
Customer will have 10 days from the delivery of any deliverable or draft to return edits, review, and approve each portion of the engagement. At the end of 10 days, the deliverable will be considered acceptably delivered and the Customer will be invoiced for the remaining balance associated with that deliverable.
TERMS OF PAYMENT
BILLING SCHEDULE
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the engagement moving forward, so you agree to timely pay all fees contemplated in the Proposal. Our billing schedule is monthly and we will charge your payment method automatically unless otherwise agreed upon.
OUT-OF-POCKET EXPENSES
Customer agrees to pay for all reasonable out-of-pocket expenses approved by Customer and incurred by Level10 Growth in providing the Services including, but without limitation, any:
Third-party software, tools, plugins, and subscriptions
Web and email hosting
SSL certificates
Stock photography or media
Paid advertising spend
Anything that requires an additional fee beyond the scope of this Agreement
CUSTOMER AGREEMENT TO PAY
Customer agrees to pay Level10 Growth’s fees and all expenses, as set forth above, within seven days of receipt of an invoice from Level10 Growth. Any invoice not timely paid within seven days of receipt will be subject to a one-time late payment fee equal to three percent (3%) of the invoice balance. Additionally, any fees or expenses remaining unpaid more than thirty days from the invoice date will accrue interest at the rate of five percent (5%) per month (with a minimum monthly interest charge of $150) until paid in full. Level10 Growth puts a great deal of time and resources into the Services. To ensure Level10 Growth and Customer are committed to the agreed-upon terms, all Services purchased by Customer are non-refundable and all sales are final.
Customer agrees that any changes Customer makes to the Specifications may adversely affect the original estimate. Extra time incurred above and beyond the original Specifications will be billed separately. Customer will be notified of any changes to the Specifications and the related extra costs, which Customer will agree to in writing before the additional work starts.
COLLECTION COSTS
In the event that we incur legal fees, costs, and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
In the event a Customer fails to timely pay any outstanding invoice, Level10 Growth has the right to discontinue the Services and withhold delivery of any work product until all invoices are paid in full. Level10 Growth may also, in its sole discretion, formally terminate its relationship with Customer.
CANCELLATION OF PLANS
Following the Initial Term, you have the right to modify, reject, cancel, or stop any and all plans or work in process with 30-day minimum notice. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify, and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses. Due to the time and effort required during the intake portion of the Services, once the Proposal is executed, the setup fee is non-refundable. Also, any additional payments are non-refundable in the event that the Customer fails to attend any follow-up meetings, provide feedback, or take advantage of any coaching or consulting sessions.
PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account (either specifically or as part of a plan such as software, media, and/or external services) shall be paid for by you, in accordance with the provisions of these Terms of Service. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request, that any such materials and services are non-cancelable.
MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any Services performed by us for which you have not paid us in full, you will pay any outstanding balance in full immediately upon termination.
TRANSFER OF MATERIALS
Upon termination of the parties’ relationship, provided that there is no outstanding indebtedness then owing by Customer to Level10 Growth, Level10 Growth shall transfer, assign, and make available to Customer all property and materials in its possession or control belonging to Customer. Customer agrees to pay for all costs associated with the transfer of materials.
RESPONSIBILITIES OF LEVEL10 GROWTH AND CUSTOMER
LEVEL10 GROWTH’S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits, or other authorization to use testimonials, copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing the Services for you (if applicable, additional license fees apply).
CUSTOMER’S RESPONSIBILITY FOR RELEASES
You warrant and represent that all elements of text, images, or other artwork you provide are either owned by you or that you have permission to use them. You agree to at all times defend, indemnify, and hold harmless Level10 Growth, its affiliates, successors, transferees, assignees, licensees, parent companies, subsidiary companies, agents, associates, officers, directors, shareholders, and employees from and against any and all claims, causes of action, damages, liabilities, costs, and expenses, including legal fees and expenses, arising out of or related to a breach by you of the foregoing warranty and representation.
ADDITIONAL SERVICES
Any revisions, additions, or additional work Customer wishes Level10 Growth to perform which is not specified in the Proposal shall be considered “additional” and will require a separate written addendum and payment. Level10 Growth shall advise Customer on any requested work that falls outside of the Proposal.
REDUCTION IN SCOPE OF SERVICES
Any material reduction or decrease in the scope of the Specifications or the Services shall also require the mutual written agreement of the parties. Moreover, even if a reduction in scope is agreed upon by Level10 Growth, the reduction shall not be implemented or effective for at least thirty (30) days from the parties’ written agreement.
USE OF SERVICES AND CREATIVE CONTENT BY THE PARTIES
Customer grants Level10 Growth the right to use the description of services performed, results of services, and campaign data as it sees fit for promotional purposes. Level10 Growth grants Customer the right to use the creative content, results of services, and campaign data as it sees fit for its business purposes and does not restrict the Customer from using the creative content, results of services, and campaign data with service providers other than Level10 Growth.
OWNERSHIP OF INTELLECTUAL PROPERTY
Level10 Growth’s proprietary frameworks, methodologies, systems, templates, operating processes, and know-how (the “Level10 IP”) are and shall remain the sole and exclusive property of Level10 Growth. Upon full payment of all fees due, Customer is granted a perpetual, non-exclusive, non-transferable, fully-paid license to use the Level10 IP within Customer’s own business.
Work product created specifically for and delivered to Customer under the Proposal — including, without limitation, Customer’s growth plan, dashboards, execution roadmaps, and content produced for Customer — shall be owned by Customer upon full payment, and Customer may keep and continue to use anything built for them.
Customer shall not resell, sublicense, redistribute, or repackage the Level10 IP, or use it to provide competing services to third parties, without the prior written consent of Level10 Growth.
INDEPENDENT CONTRACTOR RELATIONSHIP
Neither the Proposal nor these Terms of Service create a fiduciary relationship between Level10 Growth and Customer. Level10 Growth’s relationship with Customer is that of an independent contractor, and nothing in the Proposal or these Terms of Service is intended to, nor shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship.
NO RIGHT TO ASSIGN
The Customer has no right to assign, sell, modify, or otherwise alter the Proposal, except upon the express written advance approval of Level10 Growth.
NO RESPONSIBILITY FOR THEFT OR THIRD-PARTY INFRINGEMENT
Level10 Growth has no responsibility for any third party taking all or any part of the content, ideas, or services provided to Customer by Level10 Growth.
NON-SOLICITATION
During the term of the parties’ relationship and for a period of one (1) year thereafter, Customer shall not directly or indirectly solicit any employee or independent contractor of Level10 Growth (“Restricted Personnel”) to terminate his/her employment or contractor relationship with Level10 Growth. In the event of a violation of this Section by Customer, Customer hereby agrees to compensate Level10 Growth in an amount equal to one hundred percent (100%) of such Restricted Personnel’s annual compensation for the first year of the engagement or employment by Customer.
CUSTOMER RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness, and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
LIMITED WARRANTY
Level10 Growth represents and warrants that it will perform the Services in a diligent, professional, and competent manner in accordance with industry standards, utilizing personnel with a level of skill commensurate with the Services to be performed.
LEVEL10 GROWTH MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF QUALITY, FREEDOM FROM ERROR, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. LEVEL10 GROWTH DOES NOT GUARANTEE ANY SPECIFIC BUSINESS RESULT, REVENUE, GROWTH, RANKING, OR OUTCOME, AS RESULTS DEPEND ON FACTORS OUTSIDE LEVEL10 GROWTH’S CONTROL, INCLUDING CUSTOMER’S OWN EFFORT AND EXECUTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LEVEL10 GROWTH, ITS AGENTS, OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY PROVIDED HEREIN.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS DAMAGES AND LOST REVENUES DAMAGES) THAT RESULT FROM, RELATE TO, OR ARISE OUT OF THE USE OF OUR STRATEGIES, MESSAGING, COPY, MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE BY US IN ANY WAY. MOREOVER, LEVEL10 GROWTH’S TOTAL LIABILITY UNDER THE PROPOSAL AND THESE TERMS OF SERVICE SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO LEVEL10 GROWTH WITHIN THE TWELVE (12) MONTHS PRECEDING THE EVENT UNDERLYING THE CUSTOMER’S CLAIM FOR DAMAGES.
DISPUTES
Regardless of the place of signing the Proposal, the Customer agrees that for purposes of venue, the Proposal was entered into in Oakland County, Michigan, USA, and any dispute shall be resolved by binding arbitration in Oakland County, Michigan, USA, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator, and shall be entitled to reasonable attorney’s fees as determined by the arbitrator. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan, USA.
TERM & TERMINATION
The term of the parties’ relationship shall commence as of the date the Proposal is signed or as otherwise indicated in the Proposal, and shall continue (a) until Level10 Growth has completed the Services, or, if there is no definitive completion of the Services contemplated in the Proposal, (b) for a period of six (6) months (the “Initial Term”), provided that the Proposal and the relationship of the parties as contemplated therein shall be automatically renewed for successive periods of six (6) months each (each a “Renewal Term”) unless either party provides written notice to the other party at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term of its election to terminate the Services.
Either party may also terminate the Services and the relationship of the parties if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
Level10 Growth reserves the right to terminate the Services and its relationship with Customer for any reason upon thirty (30) days’ written notice.
ENTIRE AGREEMENT
These Terms of Service, together with the applicable Proposal, contain the entire agreement between the parties relating to the subject matter and supersede any and all prior agreements or understandings, written or oral, between the parties related to the subject matter.
UPDATES
These Terms of Service may be amended and updated from time to time at the sole discretion of Level10 Growth. Modified versions of these Terms of Service will be considered effective as of the date and time posted to Level10 Growth’s website. Customer’s continued use of the Services after such modifications are posted will signify Customer’s continued acceptance of, and agreement to be bound by, these Terms of Service, as modified.
EFFECTIVE DATE: September 13, 2026
These Terms of Service (“Terms of Service”) constitute the terms and conditions that govern the relationship between Vektor, LLC, doing business as Level10 Growth (“Level10 Growth,” “we,” or “us”) and its customers (each a “Customer” or “you”) who agree to receive professional growth consulting and advisory services (the “Services”) from Level10 Growth. These Terms of Service are expressly incorporated by reference into each Proposal for Services entered into between Level10 Growth and a Customer. By signing a Proposal or otherwise receiving any Services from Level10 Growth, Customer agrees to be bound by these Terms of Service.
ENGAGEMENT OF SERVICES
Customer and Level10 Growth desire to have Level10 Growth render certain growth consulting, advisory, and related services as have been agreed upon in the Proposal entered into by and between Level10 Growth and Customer (the “Specifications”).
MUTUAL COOPERATION
We agree to use our best efforts to fulfill and exceed your expectations on the deliverables agreed upon in the Proposal. You agree to aid us in doing so by making available to us needed information pertaining to your business and to cooperate with us in expediting the work.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
CONFIDENTIALITY
Customer and Level10 Growth acknowledge and agree that the Specifications and all other documents and information related to the Services (the “Confidential Information”) will constitute valuable trade secrets of both parties. Level10 Growth’s knowledge and know-how, concerning the operations, products, services, procedures, and customers of Level10 Growth, in any format whatsoever, including, without limitation, the techniques, frameworks, methodologies, organization, design, implementation, preparation, and other operations, methods, accumulated experiences, information related to growth strategy, marketing techniques, advertising, policies, procedures, promotions, customer lists, sales records, concepts, ideas, research, other proprietary information, and any materials which Level10 Growth designates as confidential, shall also be included in the meaning of “Confidential Information” for purposes of these Terms of Service. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of the parties’ relationship, and for a period of three (3) years thereafter, without the other party’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public in any advertising medium or channel prior to the engagement of Level10 Growth to provide services, or information which was provided to Level10 Growth by Customer for publication as a requirement of the fulfillment of the Specifications.
Customer understands and agrees that any disclosure or misappropriation of any of Level10 Growth’s Confidential Information, at any time, in violation of this Agreement, will cause Level10 Growth irreparable harm. Since monetary damages will not be sufficient to compensate for the unauthorized use or disclosure of Level10 Growth’s Confidential Information, injunctive or other equitable relief would be appropriate to prevent any actual or threatened use or disclosure of Level10 Growth’s Confidential Information; and you, therefore, consent to the entry of an injunction, without the need to post a bond, prohibiting any conduct by you in violation of this provision.
DELIVERABLES AND APPROVALS
Deliverables and work product will be presented for Customer review at the stages of development described in the Proposal. If revisions are required, a request must be made when deliverables are returned to Level10 Growth. Level10 Growth will make two rounds of revisions, based upon Customer’s feedback, which will constitute acceptable delivery unless otherwise agreed upon in writing by both parties. The total number of revision rounds provided to Customer shall number two unless otherwise determined in the Specifications. Additional revisions can be provided for a fee.
SERVICES COMPLETION
Level10 Growth will use reasonable diligence in the performance of the Services and endeavor to deliver to Customer all agreed-upon deliverables (or “Milestones”) outlined in the Proposal. Customer acknowledges, however, that any delivery deadline noted in the Proposal is an estimate and not a required delivery date.
Customer will have 10 days from the delivery of any deliverable or draft to return edits, review, and approve each portion of the engagement. At the end of 10 days, the deliverable will be considered acceptably delivered and the Customer will be invoiced for the remaining balance associated with that deliverable.
TERMS OF PAYMENT
BILLING SCHEDULE
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the engagement moving forward, so you agree to timely pay all fees contemplated in the Proposal. Our billing schedule is monthly and we will charge your payment method automatically unless otherwise agreed upon.
OUT-OF-POCKET EXPENSES
Customer agrees to pay for all reasonable out-of-pocket expenses approved by Customer and incurred by Level10 Growth in providing the Services including, but without limitation, any:
Third-party software, tools, plugins, and subscriptions
Web and email hosting
SSL certificates
Stock photography or media
Paid advertising spend
Anything that requires an additional fee beyond the scope of this Agreement
CUSTOMER AGREEMENT TO PAY
Customer agrees to pay Level10 Growth’s fees and all expenses, as set forth above, within seven days of receipt of an invoice from Level10 Growth. Any invoice not timely paid within seven days of receipt will be subject to a one-time late payment fee equal to three percent (3%) of the invoice balance. Additionally, any fees or expenses remaining unpaid more than thirty days from the invoice date will accrue interest at the rate of five percent (5%) per month (with a minimum monthly interest charge of $150) until paid in full. Level10 Growth puts a great deal of time and resources into the Services. To ensure Level10 Growth and Customer are committed to the agreed-upon terms, all Services purchased by Customer are non-refundable and all sales are final.
Customer agrees that any changes Customer makes to the Specifications may adversely affect the original estimate. Extra time incurred above and beyond the original Specifications will be billed separately. Customer will be notified of any changes to the Specifications and the related extra costs, which Customer will agree to in writing before the additional work starts.
COLLECTION COSTS
In the event that we incur legal fees, costs, and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
In the event a Customer fails to timely pay any outstanding invoice, Level10 Growth has the right to discontinue the Services and withhold delivery of any work product until all invoices are paid in full. Level10 Growth may also, in its sole discretion, formally terminate its relationship with Customer.
CANCELLATION OF PLANS
Following the Initial Term, you have the right to modify, reject, cancel, or stop any and all plans or work in process with 30-day minimum notice. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify, and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses. Due to the time and effort required during the intake portion of the Services, once the Proposal is executed, the setup fee is non-refundable. Also, any additional payments are non-refundable in the event that the Customer fails to attend any follow-up meetings, provide feedback, or take advantage of any coaching or consulting sessions.
PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account (either specifically or as part of a plan such as software, media, and/or external services) shall be paid for by you, in accordance with the provisions of these Terms of Service. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request, that any such materials and services are non-cancelable.
MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any Services performed by us for which you have not paid us in full, you will pay any outstanding balance in full immediately upon termination.
TRANSFER OF MATERIALS
Upon termination of the parties’ relationship, provided that there is no outstanding indebtedness then owing by Customer to Level10 Growth, Level10 Growth shall transfer, assign, and make available to Customer all property and materials in its possession or control belonging to Customer. Customer agrees to pay for all costs associated with the transfer of materials.
RESPONSIBILITIES OF LEVEL10 GROWTH AND CUSTOMER
LEVEL10 GROWTH’S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits, or other authorization to use testimonials, copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing the Services for you (if applicable, additional license fees apply).
CUSTOMER’S RESPONSIBILITY FOR RELEASES
You warrant and represent that all elements of text, images, or other artwork you provide are either owned by you or that you have permission to use them. You agree to at all times defend, indemnify, and hold harmless Level10 Growth, its affiliates, successors, transferees, assignees, licensees, parent companies, subsidiary companies, agents, associates, officers, directors, shareholders, and employees from and against any and all claims, causes of action, damages, liabilities, costs, and expenses, including legal fees and expenses, arising out of or related to a breach by you of the foregoing warranty and representation.
ADDITIONAL SERVICES
Any revisions, additions, or additional work Customer wishes Level10 Growth to perform which is not specified in the Proposal shall be considered “additional” and will require a separate written addendum and payment. Level10 Growth shall advise Customer on any requested work that falls outside of the Proposal.
REDUCTION IN SCOPE OF SERVICES
Any material reduction or decrease in the scope of the Specifications or the Services shall also require the mutual written agreement of the parties. Moreover, even if a reduction in scope is agreed upon by Level10 Growth, the reduction shall not be implemented or effective for at least thirty (30) days from the parties’ written agreement.
USE OF SERVICES AND CREATIVE CONTENT BY THE PARTIES
Customer grants Level10 Growth the right to use the description of services performed, results of services, and campaign data as it sees fit for promotional purposes. Level10 Growth grants Customer the right to use the creative content, results of services, and campaign data as it sees fit for its business purposes and does not restrict the Customer from using the creative content, results of services, and campaign data with service providers other than Level10 Growth.
OWNERSHIP OF INTELLECTUAL PROPERTY
Level10 Growth’s proprietary frameworks, methodologies, systems, templates, operating processes, and know-how (the “Level10 IP”) are and shall remain the sole and exclusive property of Level10 Growth. Upon full payment of all fees due, Customer is granted a perpetual, non-exclusive, non-transferable, fully-paid license to use the Level10 IP within Customer’s own business.
Work product created specifically for and delivered to Customer under the Proposal — including, without limitation, Customer’s growth plan, dashboards, execution roadmaps, and content produced for Customer — shall be owned by Customer upon full payment, and Customer may keep and continue to use anything built for them.
Customer shall not resell, sublicense, redistribute, or repackage the Level10 IP, or use it to provide competing services to third parties, without the prior written consent of Level10 Growth.
INDEPENDENT CONTRACTOR RELATIONSHIP
Neither the Proposal nor these Terms of Service create a fiduciary relationship between Level10 Growth and Customer. Level10 Growth’s relationship with Customer is that of an independent contractor, and nothing in the Proposal or these Terms of Service is intended to, nor shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship.
NO RIGHT TO ASSIGN
The Customer has no right to assign, sell, modify, or otherwise alter the Proposal, except upon the express written advance approval of Level10 Growth.
NO RESPONSIBILITY FOR THEFT OR THIRD-PARTY INFRINGEMENT
Level10 Growth has no responsibility for any third party taking all or any part of the content, ideas, or services provided to Customer by Level10 Growth.
NON-SOLICITATION
During the term of the parties’ relationship and for a period of one (1) year thereafter, Customer shall not directly or indirectly solicit any employee or independent contractor of Level10 Growth (“Restricted Personnel”) to terminate his/her employment or contractor relationship with Level10 Growth. In the event of a violation of this Section by Customer, Customer hereby agrees to compensate Level10 Growth in an amount equal to one hundred percent (100%) of such Restricted Personnel’s annual compensation for the first year of the engagement or employment by Customer.
CUSTOMER RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness, and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
LIMITED WARRANTY
Level10 Growth represents and warrants that it will perform the Services in a diligent, professional, and competent manner in accordance with industry standards, utilizing personnel with a level of skill commensurate with the Services to be performed.
LEVEL10 GROWTH MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF QUALITY, FREEDOM FROM ERROR, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. LEVEL10 GROWTH DOES NOT GUARANTEE ANY SPECIFIC BUSINESS RESULT, REVENUE, GROWTH, RANKING, OR OUTCOME, AS RESULTS DEPEND ON FACTORS OUTSIDE LEVEL10 GROWTH’S CONTROL, INCLUDING CUSTOMER’S OWN EFFORT AND EXECUTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LEVEL10 GROWTH, ITS AGENTS, OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY PROVIDED HEREIN.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS DAMAGES AND LOST REVENUES DAMAGES) THAT RESULT FROM, RELATE TO, OR ARISE OUT OF THE USE OF OUR STRATEGIES, MESSAGING, COPY, MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE BY US IN ANY WAY. MOREOVER, LEVEL10 GROWTH’S TOTAL LIABILITY UNDER THE PROPOSAL AND THESE TERMS OF SERVICE SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO LEVEL10 GROWTH WITHIN THE TWELVE (12) MONTHS PRECEDING THE EVENT UNDERLYING THE CUSTOMER’S CLAIM FOR DAMAGES.
DISPUTES
Regardless of the place of signing the Proposal, the Customer agrees that for purposes of venue, the Proposal was entered into in Oakland County, Michigan, USA, and any dispute shall be resolved by binding arbitration in Oakland County, Michigan, USA, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator, and shall be entitled to reasonable attorney’s fees as determined by the arbitrator. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan, USA.
TERM & TERMINATION
The term of the parties’ relationship shall commence as of the date the Proposal is signed or as otherwise indicated in the Proposal, and shall continue (a) until Level10 Growth has completed the Services, or, if there is no definitive completion of the Services contemplated in the Proposal, (b) for a period of six (6) months (the “Initial Term”), provided that the Proposal and the relationship of the parties as contemplated therein shall be automatically renewed for successive periods of six (6) months each (each a “Renewal Term”) unless either party provides written notice to the other party at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term of its election to terminate the Services.
Either party may also terminate the Services and the relationship of the parties if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
Level10 Growth reserves the right to terminate the Services and its relationship with Customer for any reason upon thirty (30) days’ written notice.
ENTIRE AGREEMENT
These Terms of Service, together with the applicable Proposal, contain the entire agreement between the parties relating to the subject matter and supersede any and all prior agreements or understandings, written or oral, between the parties related to the subject matter.
UPDATES
These Terms of Service may be amended and updated from time to time at the sole discretion of Level10 Growth. Modified versions of these Terms of Service will be considered effective as of the date and time posted to Level10 Growth’s website. Customer’s continued use of the Services after such modifications are posted will signify Customer’s continued acceptance of, and agreement to be bound by, these Terms of Service, as modified.
EFFECTIVE DATE: September 13, 2026