Effective date May, 2026

The following terms and conditions (the "Agreement") govern all use of the www.growtoscalecreative.com website, all and any of subdomains owned by that domain (the "Site"), and unless otherwise subject to a separate written agreement with Grow To Scale Inc. and MRE Management Ltd. o/a Grow To Scale ("Grow To Scale", "we," "us," or "our"), will also govern use of the products, services, courses and ecommerce store available on the Site (taken together with the Site, the "Service"). For the purposes of this Agreement, a "Project" refers to AI-generated visual content production (images, videos, and UGC assets), and any other related services provided by Grow To Scale. Each Project is subject to a separate agreement, statement of work, or proposal, which outlines the specific scope, deliverables, and responsibilities associated with that engagement.

Grow To Scale Inc. is a corporation incorporated under the laws of the State of Wyoming, USA, and MRE Management Ltd. o/a Grow To Scale is a corporation incorporated under the laws of the Province of Manitoba, Canada. Both entities operate collectively under the trade name "Grow To Scale" for the purposes of delivering the AI-generated visual content Services described in this Agreement. The specific legal entity entering into this Agreement with the Client is determined by the entity identified on the invoice issued to the Client at the time of purchase. Where the invoice is issued by MRE Management Ltd. o/a Grow To Scale, the contracting entity is the Canadian corporation and this Agreement is governed by Manitoba law. Where the invoice is issued by Grow To Scale Inc., the contracting entity is the US corporation and this Agreement is governed by Wyoming law. Full details of the applicable governing law, jurisdiction, and arbitration framework are set out in Sections 19 and 20 of this Agreement. Clients are encouraged to retain their invoice as it serves as the definitive record of the contracting entity.

THE SERVICE IS OWNED AND OPERATED BY GROW TO SCALE. BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU DO NOT AGREE, DO NOT BUY, REGISTER, USE OR ACCESS THE SERVICE.

THESE TERMS OF SERVICE GOVERN YOUR PURCHASE AND USE OF THE AI-GENERATED VISUAL CONTENT SERVICES PROVIDED BY GROW TO SCALE ON A PER-PROJECT OR PER-PACKAGE BASIS. PLEASE READ THESE TERMS CAREFULLY. BY COMPLETING A PURCHASE OR SUBMITTING AN INTAKE FORM, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GROW TO SCALE, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR ORDER IS TRUE, ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT, AND TO BIND THAT BUSINESS ENTITY TO THIS AGREEMENT. (5) BY ENTERING INTO THIS AGREEMENT YOU ARE NOT IN BREACH OF ANY OTHER AGREEMENT.

GROW TO SCALE USES THIRD-PARTY AI GENERATION PLATFORMS AND TOOLS TO DELIVER THE SERVICES DESCRIBED IN THIS AGREEMENT. SUCH THIRD-PARTY TOOLS OPERATE UNDER THEIR OWN TERMS OF USE, WHICH ARE INDEPENDENT OF THIS AGREEMENT. THE CLIENT'S USE OF DELIVERED ASSETS REMAINS SUBJECT TO THE APPLICABLE LICENSING TERMS OF THOSE PLATFORMS, AS FURTHER DESCRIBED IN SECTION 2.

ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY AND DATA PROCESSING AGREEMENT (WHEREVER APPLICABLE) (COLLECTIVELY THE "TERMS"), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND GROW TO SCALE AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS, AND WILL GOVERN YOUR PURCHASE OF AND ACCESS TO THE SERVICES AND ALL OTHER INTERACTIONS WITH GROW TO SCALE RELATED TO YOUR ORDER.

Grow To Scale reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued purchase or use of the Services following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

Grow To Scale provides done-for-you AI-generated visual content Services on a non-exclusive basis. Unless a separate written exclusivity agreement has been executed, Grow To Scale reserves the right to provide similar Services to other clients in the same or any industry.

Grow To Scale's responsibility is limited to the production and delivery of AI-generated visual assets as described in your order. Grow To Scale is not responsible for how the Client deploys, publishes, or distributes delivered assets, nor for any interactions, disputes, claims, losses, or damages arising between the Client and their customers or any third party in connection with the Client's use of delivered assets. The Client assumes full responsibility for the downstream use of all deliverables.

1.     PROHIBITED ACTIVITIES

When using our services, you agree to comply with all applicable laws, regulations, and ethical standards, including but not limited to data privacy, anti-spam (e.g., CASL, CAN-SPAM Act), consumer protection, and anti-discrimination laws. You further agree not to engage in any activities that could harm, disrupt, or misuse our services, systems, or reputation. Prohibited activities include but are not limited to the following:

•         Using the services to violate any local, state, national, or international laws or regulations.

•         Facilitating or participating in any illegal activities, including but not limited to fraud, theft, or money laundering.

•         Collecting, processing, or storing personal data without proper consent or in violation of privacy laws such as GDPR, CCPA, or similar regulations.

•         Sharing, uploading, or transmitting sensitive data without appropriate safeguards or permissions.

•         Generating deepfakes of real persons without consent.

•         Using delivered assets for deceptive advertising.

•         Submitting inputs that violate third-party IP rights.

•         Using the services to deceive, mislead, or harm consumers, including through false advertising or unfair business practices.

•         Engaging in activities that promote or result in discrimination, harassment, or harm based on race, ethnicity, gender, religion, age, disability, or any other protected characteristic.

•         Using the services to distribute hateful, abusive, or offensive content.

•         Attempting to access, interfere with, or disrupt the services, systems, or data without authorization.

•         Uploading or transmitting harmful code, malware, viruses, or any similar technology that could compromise the integrity of our services or systems.

•         Circumventing any security or authentication measures.

•         Probing, scanning, or testing the vulnerability of the services or any connected network without authorization.

•         Breaching or attempting to breach the security or authentication measures of the services, systems, or connected networks.

•         Taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the services or Grow To Scale's systems.

•         Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code or underlying algorithms of any part of the services, except to the extent restrictions on reverse engineering are prohibited by applicable law.

•         Modifying, creating derivative works of, or attempting to alter any part of the services without express written consent.

•         Using any "deep-link," "page-scrape," "robot," "spider," or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any part of the services or content.

•         Circumventing the navigational structure or presentation of the services to obtain unauthorized access to materials, documents, or information.

•         Using the services to infringe on the intellectual property rights of others, including copyrights, trademarks, patents, or trade secrets.

•         Distributing unauthorized copies of content, software, or proprietary materials.

•         Uploading, sharing, or storing content that is illegal, defamatory, obscene, violent, pornographic, or otherwise inappropriate.

•         Using the services to promote illegal activities or encourage harm.

•         Misusing third-party tools, APIs, or integrations provided through our services in a way that violates their terms of service or applicable laws.

•         Reselling, sublicensing, or sharing access to the services without our express written permission.

•         Allowing unauthorized parties to use or access the services.

•         Using the services in a way that exceeds the agreed-upon scope, including bypassing usage limits, data quotas, or other contractual restrictions.

•         Using any device, software, or routine to interfere or attempt to interfere with the proper functioning of the services, any transaction being conducted, or any other person's use of the services.

•         Taking any action that could disrupt or harm the services, systems, or the experience of other users.

•         Engaging in any activities intended to deceive, misrepresent, or manipulate information to gain unauthorized access or benefits.

•         Harassing, mistreating, or otherwise violating the rights of other users of our services or systems.

•         Acting in a way that is fraudulent, offensive, or otherwise inappropriate.

2.     THIRD PARTIES

Grow To Scale uses third-party AI generation platforms, software tools, and service providers to deliver the visual content Services described in this Agreement. These tools may include, but are not limited to, AI image generation platforms, video rendering engines, motion graphics tools, cloud storage providers, and project management systems. While these tools enhance the quality and efficiency of our Services, they operate independently, and Grow To Scale does not control or manage their technical infrastructure, performance, policies, or compliance measures.

2.1 No Liability for Third-Party Tools

Grow To Scale expressly disclaims any responsibility or liability for:

Disruptions, errors, delays, or failures caused by third-party platforms or tools used in the delivery of the Services.

Changes to the features, functionality, availability, or pricing of third-party tools that may impact the Services.

Security breaches, data losses, or non-compliance arising from the use or failure of third-party services.

Discontinuation of any third-party tool that affects our ability to deliver certain features or outputs.

Clients acknowledge that the availability, performance, and compliance of third-party tools are beyond Grow To Scale's control, and that such events do not constitute a breach of this Agreement by Grow To Scale.

2.2 Output Licensing and Commercial Rights

AI-generated visual outputs produced through our Services are subject to the commercial licensing terms of the third-party AI platforms used to create them. Grow To Scale will make reasonable efforts to ensure that all deliverables are produced under licensing terms that permit commercial use by the Client. However, the Client acknowledges that:

The scope of commercial rights for AI-generated content may be governed, in part, by the terms of the upstream AI platform.

Clients are responsible for reviewing and understanding any applicable licensing conditions disclosed at the time of delivery.

Grow To Scale makes no guarantee that AI-generated outputs are free from third-party intellectual property claims, including copyright, trademark, or trade dress, and the Client assumes full responsibility for the use of delivered assets in their marketing and business activities.

2.3 Data Inputs and Third-Party Processing

When Clients submit brand assets, reference images, product photos, or creative prompts for use in the Services, such inputs may be processed through third-party AI platforms as part of the content generation workflow. By submitting these materials, the Client acknowledges and consents to this processing. Grow To Scale will not knowingly submit Client materials to platforms that claim ownership over submitted inputs, and will take reasonable steps to select tools whose data policies respect Client confidentiality. However, Grow To Scale is not liable for the data practices of third-party providers beyond our reasonable control.

2.4 Prohibited Content Restrictions

Third-party AI platforms enforce their own content safety and prohibited use policies, which may restrict the generation of certain types of visual content. These restrictions are applied at the platform level and cannot be overridden by Grow To Scale. Prohibited content may include, but is not limited to, realistic likenesses of real individuals without consent, trademarked characters or brand assets owned by third parties, violent, sexually explicit, or otherwise harmful imagery, and any content that violates the acceptable use policies of the platforms used. Grow To Scale will inform the Client if a requested deliverable cannot be produced due to these restrictions and will work to identify an alternative solution where possible.

2.5 Changes to Third-Party Tools

Grow To Scale reserves the right to modify, replace, or discontinue the use of specific third-party tools or platforms at its discretion, including where such tools change their pricing, policies, or availability. In the event that such changes materially impact your deliverables or timeline, we will make reasonable efforts to notify you and provide alternative solutions where feasible.

3.     DATA PRIVACY AND SECURITY RESPONSIBILITIES

Grow To Scale is committed to maintaining the privacy and security of all materials, data, and information submitted by Clients in connection with the AI Visuals Services. This section outlines the responsibilities of both Grow To Scale and the Client with respect to the handling, storage, and protection of data processed through our Services.

3.1 Data We Collect and Process

In the course of delivering AI-generated visual content, Grow To Scale may collect and process the following types of Client data:

Brand Assets: Logos, brand guidelines, product images, and other proprietary visual materials submitted by the Client for use as reference inputs.

Creative Prompts: Written instructions, descriptions, and creative direction provided by the Client to guide content generation.

Account Information: Name, business name, email address, billing information, and other registration details provided at the time of purchase or onboarding.

Communication Records: Correspondence between the Client and Grow To Scale related to project delivery, revisions, and support.

Grow To Scale will only use Client-submitted materials for the purpose of delivering the Services outlined in this Agreement and will not use them for any other commercial purpose without prior written consent from the Client.

3.2 Data Storage and Retention

Client-submitted assets, prompts, and generated outputs will be retained by Grow To Scale for a reasonable period following project completion to facilitate revisions, re-downloads, or support requests. Specifically:

Project files and deliverables will be stored for a period of 30 days following final delivery, after which they may be deleted without notice.

Clients are responsible for downloading and securely storing all final deliverables upon receipt.

Grow To Scale is not liable for any loss of data or deliverables following the retention period.

Clients who require extended storage or archival access should notify Grow To Scale in writing prior to project completion to discuss available options.

3.3 Client Responsibilities

Clients are solely responsible for ensuring that all materials submitted to Grow To Scale for use in the Services comply with applicable laws, ethical standards, and third-party rights. This includes, but is not limited to:

Lawful Ownership: Confirming that all submitted brand assets, reference images, and other materials are owned by the Client or that the Client holds the necessary rights and permissions to use them.

No Unauthorized Likenesses: Ensuring that submitted materials do not include the likeness, image, or identity of any real individual without that individual's explicit written consent.

No Third-Party IP Violations: Confirming that submitted materials do not infringe upon the intellectual property rights of any third party, including copyrights, trademarks, or trade dress.

Accuracy of Inputs: Ensuring that all creative prompts, briefs, and reference materials provided to Grow To Scale are accurate, lawful, and appropriate for commercial use.

Grow To Scale is not liable for any legal claims, damages, or losses arising from the Client's submission of materials that violate the above conditions.

3.4 Security Measures

Grow To Scale implements reasonable administrative, technical, and physical safeguards to protect Client data from unauthorized access, disclosure, alteration, or destruction. These measures include:

Restricted internal access to Client files and project materials on a need-to-know basis.

Use of secure file transfer and storage practices for handling brand assets and deliverables.

Password-protected account access for Client portals and communication platforms.

While Grow To Scale takes reasonable precautions to protect Client data, no method of electronic storage or transmission is completely secure. Grow To Scale cannot guarantee absolute security and disclaims liability for unauthorized access or data breaches that occur despite reasonable safeguards.

3.5 Third-Party Data Processing

As outlined in Section 2, certain Client inputs — including creative prompts and reference images — may be processed through third-party AI generation platforms as part of the content creation workflow. Grow To Scale will take reasonable steps to ensure that such platforms maintain acceptable data privacy standards. However, Grow To Scale is not liable for the data practices, security measures, or privacy policies of third-party platforms beyond our direct control. Clients are encouraged to contact Grow To Scale if they have specific data sensitivity concerns prior to submitting materials.

3.6 Confidentiality of Client Materials

Grow To Scale treats all Client-submitted materials, creative briefs, and business information as confidential. We will not share, disclose, or reproduce Client materials with any third party except as required to deliver the Services, comply with applicable law, or as otherwise authorized in writing by the Client.

Notwithstanding the above, Grow To Scale reserves the right to use completed visual deliverables, in whole or in part - for portfolio, marketing, and promotional purposes, unless the Client expressly requests confidentiality in writing prior to project commencement. (See also Section 9 – Intellectual Property.)

3.7 Compliance with Applicable Privacy Laws

Grow To Scale is committed to handling all personal and business data in compliance with applicable privacy legislation, including but not limited to:

The Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation, for clients located in Canada;

The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), for clients located in California, USA, to the extent applicable thresholds are met;

Other applicable US state privacy laws as may apply based on the client's location.

Clients located in jurisdictions with privacy laws more stringent than those described above are responsible for notifying Grow To Scale of any specific obligations prior to submitting personal data or brand assets through the Services. Grow To Scale will make reasonable efforts to accommodate such obligations where feasible.

4.     SERVICES MODIFICATION

We reserve the right to modify, update, or discontinue any aspect of the Services at our discretion. Modifications may include but are not limited to enhancements or improvements to existing features, changes in service availability or functionality, updates to comply with legal or regulatory requirements, and phasing out, retiring, or permanently discontinuing certain features or services.

Clients will be notified of any significant changes to the Services via email at least 30 days before such modifications take effect.

Minor updates or routine enhancements that do not materially impact Services functionality may be implemented without prior notice.

If a modification renders certain features unavailable, we will make reasonable efforts to provide alternatives or assist clients in transitioning to new solutions.

5. PAYMENT

By completing a purchase, the Client authorizes Grow To Scale to charge the total order amount to the payment method provided at checkout. The Client agrees to ensure that all payment information provided is accurate, current, and authorized for use.

5.1 Payment Timing

All Services must be paid in full prior to the commencement of work. Grow To Scale will not initiate any project, assign resources, or accept an intake form submission until full payment has been confirmed. Rush and priority delivery orders require payment confirmation before any resources are allocated.

5.2 Declined or Failed Payments

If a payment is declined or fails for any reason at the time of purchase, the order will not be processed and no work will commence. The Client will be notified and may reattempt payment within seven (7) calendar days using the same or an alternative payment method. If payment is not successfully completed within this period, the order will be cancelled without liability on the part of Grow To Scale.

5.3 Fraudulent or Unauthorized Transactions

If Grow To Scale reasonably believes that a payment has been made fraudulently, without authorization, or in violation of applicable law or these Terms, Grow To Scale reserves the right to cancel or reverse the transaction and suspend or terminate the associated order without prior notice.

5.4 Grow To Scale Initiated Cancellations and Refunds

Where Grow To Scale cancels an order prior to commencement of work, the Client will receive a full refund of any amounts paid within 10 business days. Where work has commenced, refunds are governed by Section 7 of this Agreement. The Client agrees that it is their responsibility to monitor their payment method to verify receipt of any refunds.

5.5 Outstanding Balances

Where a Client has an outstanding balance owed to Grow To Scale for Services rendered, Grow To Scale reserves the right to withhold delivery of Final Deliverables until the outstanding balance is paid in full. If the outstanding balance remains unpaid for more than 7 days following the due date, Grow To Scale reserves the right to refer the matter to a third-party collection service to recover the amounts owed, and the Client shall be responsible for any associated collection fees or costs.

6. CANCELLATION POLICY

6.1 Project-Based Services

The AI Visuals Services are delivered on a per-project or per-package basis and are not subscription-based. As such, there are no recurring billing cycles or automatic renewals associated with standard AI Visuals orders.

Cancellations requested before the Client submits the intake form or creative brief will be honoured in full, minus credit card processing fees and any payment received will be refunded within 10 business days.

Cancellations requested after the intake form has been submitted will not be eligible for a refund, as work is deemed to have commenced at the point of intake form submission. Please refer to Section 7.2 for the full non-refundable policy.

6.2 Rush and Priority Orders

Cancellations of rush or priority delivery orders are not accepted under any circumstances once the intake form has been submitted, as resources are immediately allocated upon receipt of the order and creative brief.

6.3 Grow To Scale Initiated Cancellations

Grow To Scale reserves the right to cancel an order at its discretion prior to delivery of any assets, including but not limited to cases where:

The Client's submitted inputs violate applicable laws, third-party intellectual property rights, or the prohibited content policies outlined in Section 2.4.

The requested deliverables cannot be produced due to platform-level content restrictions.

Payment has not been received or confirmed prior to project initiation.

In the event Grow To Scale cancels an order under this section, the Client will receive a full refund of any amounts paid for the cancelled order within 10 business days.

6.4 Revision Requests

Revision requests do not constitute a cancellation. The number of revision rounds included with each package or asset type is defined at the time of purchase. Revisions beyond the included rounds are available at an additional fee and are subject to a separate agreement.

7.     REFUND POLICY

Notwithstanding the general provisions of this Section, AI-generated visual content Services are governed by the non-refundable policy described below in Section 7.2. The intake form submission triggers commencement of work and supersedes the general refund eligibility window.

7.1  Refund Process

A refund may only be requested where the Client has not yet submitted an intake form or creative brief in connection with their order. Refund requests submitted after intake form submission will not be reviewed or approved, in accordance with Section 7.2. Eligible refund requests must be submitted within seven (7) calendar days of the original purchase date.

Client may submit a refund request via email to [email protected] only if an Intake Form was not submitted prior to the submission of the refund request.

Please submit the following information in your email:

What to include in your request:

•         Name and contact information.

•         Order number.

•         Reason for the refund request, including evidence of any technical issues or service malfunctions.

What to expect:

•         Refund requests will be reviewed within 7 business days.

•         Approved refunds will be processed within 10 business days after approval.

•         Refunds will be issued to the original payment method used at the time of purchase.

7.2 Non-Refundable Policy - All Sales Final Upon Intake Form Submission

All purchases for AI-generated visual content Services are non-refundable as soon as the Client submits the intake form or creative brief associated with their order. Submission of the intake form constitutes the official commencement of work, at which point Grow To Scale begins allocating resources, reviewing inputs, and initiating the content generation process.

This non-refundable policy applies to, but is not limited to:

Individual image or video assets ordered on an A La Carte basis.

All components of a campaign package (e.g., The Viral Campaign Pack), regardless of how many deliverables have been completed at the time of a cancellation request.

Any revision rounds initiated following Client feedback.

Rush or priority delivery fees, which are non-refundable under any circumstances.

Clients are strongly encouraged to review all package details, scope of work, and service descriptions carefully before completing their purchase and submitting the intake form. By submitting the intake form, the Client acknowledges that work has commenced and that no refund will be issued.

7.3  Disputes and Chargebacks

Clients are strongly encouraged to contact Grow To Scale directly at [email protected] to resolve any billing concerns before initiating a chargeback with their payment provider. Filing a chargeback without first attempting resolution through Grow To Scale may be considered a breach of this Agreement. In the event of an unjustified chargeback, Grow To Scale reserves the right to suspend or terminate the Client's access to Services, dispute the chargeback with supporting documentation, and recover any associated fees or costs incurred as a result of the chargeback process.

8.     TERMINATION

Grow To Scale reserves the right to terminate this Agreement or cancel any active or pending order under the following circumstances:

Breach of Agreement: If the Client violates any terms of this Agreement, including misuse of the Services, submission of prohibited content, or non-payment.

Prohibited Activities: If the Client engages in any activities listed in the Prohibited Activities section (Section 1).

Legal or Regulatory Requirements: If termination is required to comply with applicable laws, regulations, or governmental orders.

Except in cases of immediate risk or breach, Grow To Scale will provide the Client with at least 7 days' written notice before terminating access to the Services. For immediate termination due to breach or legal reasons, no advance notice may be provided.

Upon termination, the Client must immediately cease using the Services and any access to project portals, deliverable downloads, or revision tools associated with their order. All outstanding payments for Services rendered or work commenced prior to termination must be settled within 7 days of the termination date. Delivered assets for which full payment has been received remain the property of the Client in accordance with Section 9. Assets for which payment has not been received in full revert to Grow To Scale.

Temporary Suspension: Grow To Scale may suspend delivery of Services or access to project-related communications temporarily for reasons such as platform maintenance, technical issues, or suspected misuse of the Services. Suspension does not constitute termination. Where a suspension is caused by factors within Grow To Scale's control, Grow To Scale will make reasonable efforts to resume Services promptly and, where applicable, extend the agreed delivery timeline accordingly. No additional fees will be charged to the Client as a result of a Grow To Scale-initiated suspension.

9.     INTELLECTUAL PROPERTY, OWNERSHIP, LICENSING & USE

9.1 Client Owned

The Client guarantees that it owns all rights, title, and interest, or has the right to permit use of all Client Content provided to the Grow To Scale for use in the Project. The Client further guarantees that Client Content does not infringe the rights of any third party, and use of the Client Content in connection with the Project does not and will not violate the rights of any third parties. The Client shall comply with the terms and conditions of any licensing agreements that govern the use of Client Content not created by Client, and will disclose those terms and conditions to Grow To Scale at the time any licensed Client Content is provided to Grow To Scale. The Client shall indemnify and hold Grow To Scale harmless from any claims, damages, liabilities, or expenses arising out of any breach of this warranty.

9.2 Grow To Scale Owned

As a result of the Project or Services, Grow To Scale may create "Work Products," including but not limited to AI-generated images, animated cinematic videos, UGC-style video content, deconstructed product visuals, motion graphics, and any related creative files or exports produced by Grow To Scale in the delivery of the Services.

The Client has the right to use the Work Products for the purposes outlined in the Service. The Client has no right to directly or indirectly license, sell, or package the Work Products in any way to profit from them outside of their intended use unless prior written authorization, signed by Grow To Scale, is obtained. All Work Products created by Grow To Scale are created for internal and operational use by the Client.

Grow To Scale retains ownership of all Work Products and reserves the right to reuse, adapt, or incorporate any Work Products, in whole or in part, into future projects, products, or services for other clients or internal use, provided such reuse does not violate the Confidentiality clause.

Any ideas or deliverables rejected by the Client remain the sole property of Grow To Scale and may be reused, modified, or repurposed for other projects or services.

Upon completion of the Project or Services, and expressly subject to full payment of all fees, costs, and expenses due, Grow To Scale assigns to the Client all rights, title, and interest, including without limitation copyright and other intellectual property rights, to the extent such rights are legally recognized and subsist under applicable law, in and to the Final Deliverables. "Final Deliverables" means the final versions of Work Products provided by Grow To Scale and approved by the Client.

AI-Generated Content and Copyright Disclaimer: The Client acknowledges that the copyright status of AI-generated visual content is subject to evolving and jurisdiction-specific legal standards. In the United States, purely AI-generated content may not qualify for copyright protection under current guidance from the US Copyright Office, which requires meaningful human authorship as a condition of copyright subsistence. In Canada, the copyright status of AI-generated works remains unsettled under the Copyright Act (Canada). Grow To Scale makes no warranty or representation that Final Deliverables will be recognized as copyrightable works in the Client's jurisdiction. The assignment of rights described in this section is made to the fullest extent legally permissible, and Grow To Scale shall not be liable for any loss of exclusivity, enforceability, or intellectual property protection arising from the copyright status of AI-generated content under applicable law. The Client assumes full responsibility for assessing and understanding the intellectual property status of delivered assets in their jurisdiction and is encouraged to seek independent legal advice where necessary.

Client's use of preliminary work or Final Deliverables other than that expressly authorized in this Agreement or by a separate written assignment is not permitted ("Unauthorized Use"). Client agrees to pay liquidated damages of no less than five (5) times the total Service fee included in, but not limited to, this Agreement in the event of Client's Unauthorized Use, in addition to any legal or equitable remedies Grow To Scale may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for Unauthorized Use.

Grow To Scale retains all copyright interests in and to all rejected deliverables prepared during the Services development and deployment. Further, Grow To Scale shall have a perpetual, fully paid-up license to use any Work Products, including Final Deliverables, for its portfolio (including, but not limited to, any website that displays its works), marketing materials, social media, educational purposes, design contests, publications, or other media. Proprietary and confidential deliverables may be referenced by Grow To Scale but will not be reproduced, distributed, or otherwise shared in violation of the Confidentiality clause.

Grow To Scale maintains that all Work Products created for the Client are, to the very best of their knowledge, original or in full compliance with any applicable agreements for reuse.

10.     CONTENT

Client agrees that all content and materials (collectively, "Content") delivered via the Service or otherwise made available by Grow To Scale at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Grow To Scale in writing, Client agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Reproducing, copying or distributing any content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Grow To Scale.

For questions regarding permitted use of Site Content or to request written authorization, please contact [email protected].

11.     COPYRIGHT

All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Grow To Scale or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Grow To Scale and protected by U.S. and international copyright laws and the Copyright Act (Canada), as applicable. All software used on (or provided through) the Site is the property of Grow To Scale or its software suppliers and protected by United States and international copyright laws.

If you believe in good faith that materials hosted by Grow To Scale infringe your copyright, you, or your agent may send to Grow To Scale a notice requesting that the material be removed or access to it be blocked.

Grow To Scale's Copyright Agent for notice shall be [email protected]

12.     COMPLIANCE AND RESPONSIBILITY

Grow To Scale provides AI-generated visual content Services using a combination of proprietary workflows and third-party AI generation platforms. Clients are responsible for ensuring their use of the Services and any delivered assets complies with all applicable laws, regulations, and ethical standards relevant to their industry and jurisdiction.

12.1 Client Responsibilities

Clients are solely responsible for ensuring their use of the Services and delivered visual assets complies with all applicable laws, including but not limited to:

Lawful Use of Delivered Assets: Using AI-generated images, videos, and UGC-style content in a manner that complies with applicable advertising, consumer protection, and truth-in-advertising laws, including but not limited to guidelines set by the Canadian Competition Bureau, the FTC (for U.S.-based clients), and equivalent regulatory bodies.

Intellectual Property Compliance: Ensuring that delivered assets are not used in a manner that infringes upon the intellectual property rights of any third party, including trademarks, copyrights, or trade dress.

No Unauthorized Likeness Use: Ensuring that AI-generated content featuring any realistic human likeness is not used in a context that misrepresents a real individual's identity, affiliation, or endorsement without that individual's explicit written consent.

Platform-Specific Compliance: Ensuring that assets are used in accordance with the terms and policies of any platform on which they are published, including Meta, TikTok, Google, Amazon, UberEats, DoorDash, and any other distribution channel.

Prohibited Content: Not using delivered assets to promote illegal products or services, engage in deceptive advertising, or create content that violates applicable anti-discrimination, hate speech, or consumer protection laws.

12.2 Limitation of Liability for Compliance Breaches

Grow To Scale expressly disclaims any liability arising from:

The Client's failure to comply with applicable laws, regulations, or platform policies when using delivered visual assets.

The Client's misrepresentation of products, services, or individuals through the use of AI-generated content.

Any claims, fines, or penalties arising from the Client's deployment or publication of delivered assets on any platform or channel.

Misuse of the Services, including submission of inputs that violate third-party intellectual property rights or contain unauthorized likenesses.

12.3 AI-Specific Compliance Acknowledgment

The Client acknowledges that AI-generated visual content carries inherent considerations unique to this medium, including evolving copyright and ownership standards for AI-generated works, platform-specific restrictions on AI-generated advertising content, and potential reputational risks associated with photorealistic AI imagery. The Client assumes full responsibility for understanding and navigating these considerations in the context of their specific business use.

13.     LOSSES, DELAYS & DAMAGES

Grow To Scale shall not be liable for any loss of data, revenue, or profits resulting from interruptions or delays in service caused by factors outside its reasonable control, including but not limited to (1) third-party service provider failures, (2) cyber-attacks, (3) unforeseen technical issues, (4) acts of God, (5) war, including armed conflict, (6) severe weather, (7) health, economic, or other mass scale, newsworthy events sustaining a period of time impacting societal norms, (8) any other cause reasonably beyond Grow To Scale's control (collectively referred to as "Occurrences"). While Grow To Scale will make all reasonable attempts to fulfill the work outlined in this Agreement once the Occurrences are over, Grow To Scale is not required to fulfill its contractual obligations if the aforementioned Occurrences create a delay in the ability to provide Services for a time period extending beyond one year from the date of the original order.

While Grow To Scale will make every effort to meet agreed-upon delivery timelines, the Client acknowledges that certain delays may occur due to factors beyond Grow To Scale's control, such as third-party AI platform downtime, tool availability, or the Client's failure to submit required inputs, approvals, or feedback in a timely manner. In such cases, Grow To Scale shall not be liable for any penalties, fees, or damages resulting from such delays.

In the event that Grow To Scale is found to be responsible for damages arising from a breach of this Agreement, the Client agrees that Grow To Scale's liability shall not exceed the total amount paid by the Client for the specific order or project giving rise to the claim. Under no circumstances shall Grow To Scale be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of business, revenue, anticipated profits, or loss of use arising from the non-delivery or delayed delivery of any individual asset or package.

14.     WARRANTIES

Grow To Scale is not engaged in the practice of law and does not provide legal advice or services. The information provided by Grow To Scale is for general informational purposes only and should not be construed as legal advice. Grow To Scale is not a licensed financial advisor and does not provide financial, investment, or tax advice. The information provided by Grow To Scale is for general informational purposes only and should not be considered financial, investment, or tax advice. Clients of Grow To Scale should consult with their own legal, financial, and tax advisors before making any decisions or taking any actions based on the information or recommendations provided by Grow To Scale. Grow To Scale makes no representations or warranties, express or implied, regarding the accuracy, completeness, or reliability of the information provided. By engaging the services of Grow To Scale, clients acknowledge and agree that they are responsible for their own decisions and actions, and that Grow To Scale shall not be liable for any damages or losses arising out of or in connection with the use of its services or reliance on its information or recommendations.

15.     LIMITATION OF LIABILITY

IN NO EVENT SHALL GROW TO SCALE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, SUBSIDIARY AND PARENT COMPANIES, AFFILIATES, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES PROVIDED: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES OR DELIVERED ASSETS, INCLUDING BUT NOT LIMITED TO ANY ERRORS, OMISSIONS, INTERRUPTIONS, OR FAILURES IN PERFORMANCE, EVEN IF FORESEEABLE, UNAUTHORIZED ACCESS TO OR USE OF CLIENT DATA, ANY COMPLIANCE OR REGULATORY ISSUES RELATED TO THE CLIENT'S USE OF DELIVERED ASSETS, OR ANY THIRD-PARTY CLAIMS ARISING FROM THE CLIENT'S DEPLOYMENT OR PUBLICATION OF AI-GENERATED VISUAL CONTENT; (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR DISRUPTIONS IMPACTING THE DELIVERY OF THE SERVICES (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID BY THE CLIENT FOR THE SPECIFIC ORDER OR PROJECT GIVING RISE TO THE CLAIM, WITH A MINIMUM FLOOR OF $30.00 IN THE CURRENCY OF THE CLIENT'S ORIGINAL TRANSACTION.

THE TOTAL AGGREGATE LIABILITY OF GROW TO SCALE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARY AND PARENT COMPANIES, AND AFFILIATES, ARISING OUT OF OR RELATED TO ANY SINGLE ORDER OR PROJECT, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT FOR THAT SPECIFIC ORDER OR PROJECT, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY ASSERTED. THIS CAP APPLIES TO ALL CLAIMS IN THE AGGREGATE AND NOT PER INCIDENT. TO THE EXTENT ANY APPLICABLE LAW PROHIBITS THIS LIMITATION, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW.

IN ADDITION, GROW TO SCALE SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM A CLIENT'S INABILITY TO ACCESS OR RECEIVE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DELAYS OR DISRUPTIONS DUE TO TECHNICAL FAILURES, CYBERATTACKS, DATA PROCESSING ISSUES, TELECOMMUNICATIONS OR INTERNET PROBLEMS, OR THIRD-PARTY AI PLATFORM FAILURES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH THE DELIVERED ASSETS OR ANY ASPECT OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO SUBMIT A REVISION REQUEST IN ACCORDANCE WITH THE REVISION TERMS OUTLINED IN YOUR ORDER, OR, WHERE ELIGIBLE, TO REQUEST A REFUND IN ACCORDANCE WITH SECTION 7 OF THIS AGREEMENT.

GROW TO SCALE MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, THAT AI-GENERATED VISUAL ASSETS WILL ACHIEVE ANY PARTICULAR MARKETING, ADVERTISING, OR BUSINESS OUTCOME FOR THE CLIENT. THE PERFORMANCE OF DELIVERED ASSETS IN ANY ADVERTISING CAMPAIGN, SOCIAL MEDIA CHANNEL, E-COMMERCE PLATFORM, OR OTHER DISTRIBUTION MEDIUM DEPENDS ON NUMEROUS FACTORS OUTSIDE GROW TO SCALE'S CONTROL, INCLUDING BUT NOT LIMITED TO PLATFORM ALGORITHMS, AUDIENCE TARGETING, MARKET CONDITIONS, AND THE CLIENT'S OWN MARKETING STRATEGY.

ANY EXAMPLES, CASE STUDIES, OR SAMPLE RESULTS REFERENCED BY GROW TO SCALE ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY AND DO NOT GUARANTEE SIMILAR OUTCOMES. RESULTS MAY VARY SIGNIFICANTLY BASED ON INDIVIDUAL CIRCUMSTANCES AND DEPLOYMENT.

NEITHER GROW TO SCALE NOR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS PROVIDE LEGAL, FINANCIAL, TAX, OR INTELLECTUAL PROPERTY ADVICE IN CONNECTION WITH THE SERVICES. CLIENTS ARE SOLELY RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY, AND INTELLECTUAL PROPERTY STATUS OF DELIVERED ASSETS FOR THEIR INTENDED USE AND SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISORS WHERE NECESSARY.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NOTHING HEREIN SHALL LIMIT OR EXCLUDE THE LIABILITY OF GROW TO SCALE FOR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE ON THE PART OF GROW TO SCALE, ITS OFFICERS, DIRECTORS, OR EMPLOYEES.

16.     INDEMNIFICATION

The Client agrees to fully indemnify and hold harmless Grow To Scale Inc., MRE Management Ltd. o/a Grow To Scale, and their respective affiliates, officers, directors, employees, and agents from any liability, cost, loss, or expense suffered or incurred as a result of any claims, demands, costs, or proceedings arising out of or in connection with this Agreement.

The Client agrees to defend, indemnify, and hold Grow To Scale harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, and expenses (including without limitation reasonable attorneys' fees and the costs of any investigation) directly or indirectly arising from or in any way connected with:

(a) The Client's use of delivered visual assets in a manner that violates applicable laws, regulations, or platform policies;

(b) Any breach of or default under these Terms by the Client, its employees, agents, or customers;

(c) The Client's submission of materials — including brand assets, reference images, or creative prompts — that infringe upon the intellectual property rights of any third party;

(d) The Client's use of AI-generated content featuring real or realistic human likenesses without proper consent, resulting in claims of defamation, misrepresentation, or violation of personality rights;

(e) Any negligence, gross negligence, or willful misconduct by the Client, its employees, agents, or customers in connection with the use of the Services or delivered assets;

(f) Misrepresentations made by the Client to Grow To Scale or to any third party in connection with the Services;

(g) Any violation of applicable law by the Client, its employees, agents, or customers in connection with the use or publication of delivered assets; and

(h) Any claims by third parties arising from the Client's deployment of AI-generated visual content on any advertising platform, marketplace, social media channel, or other distribution medium.

Such indemnification is acknowledged and agreed to be on a solicitor and own client basis if involving any court process or proceeding.

17.     CONFIDENTIALITY

"Confidential Information" is information which relates to Client's research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

Grow To Scale hereby acknowledges that during the performance of the Project or delivery of the Services, we learn or receive Confidential Information. All Confidential information will be kept confidential, except to the extent that it must be divulged to our employees, associates, contractors or Agents in order for us to complete the Project and deliver the Services.

The Company has permission to reference general information from the Project or Services for marketing and business development purposes so long as no information is given that would reveal the identity or specific business of the Client unless the Client specifically agrees to it.

The Client agrees to allow Grow To Scale to include any work completed for the Client in case studies for public use. These case studies are intended to be shared at conferences, in blogs, in webinars, in paid products and/or in other educational or promotional ways. We agree to protect your private data at all times. Whenever possible, data will be anonymized, with the exception of the Client's permission.

Nothing herein shall prevent Grow to Scale from disclosing confidential information to its accountant or lawyer or as may be required by law.

18.     WAIVER AND SEVERABILITY

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Grow To Scale shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Grow To Scale's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Grow To Scale's prior written consent. Grow To Scale may transfer, assign or delegate this Agreement and its rights and obligations without consent.

If at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will be affected by the removal and rest of these Terms and Conditions will still be considered valid.

19.     GOVERNING LAW

The governing law and jurisdiction of this Agreement are determined by the legal entity that issued the invoice for the Services, as follows:

Where the invoice was issued by MRE Management Ltd. o/a Grow To Scale, a corporation incorporated under the laws of the Province of Manitoba, Canada: This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba, Canada, without regard to its conflict of laws principles. The exclusive tribunal for any dispute or adjudication arising from or related to this Agreement shall be the Court of King's Bench, Winnipeg Centre, Manitoba, Canada.

Where the invoice was issued by Grow To Scale Inc., a corporation incorporated under the laws of the State of Wyoming, USA: This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of laws principles. The exclusive tribunal for any dispute or adjudication arising from or related to this Agreement shall be the state courts of Sheridan County, Wyoming, or, where federal jurisdiction applies, the U.S. District Court for the District of Wyoming, USA.

The issuing entity is identified on the invoice provided to the Client at the time of purchase. Clients are encouraged to retain a copy of their invoice as it determines the applicable governing law and jurisdiction for any dispute arising under this Agreement.

Notwithstanding the foregoing, nothing in this Agreement limits or waives any mandatory rights or protections available to clients under the consumer protection or business laws of their jurisdiction, to the extent such rights cannot be contractually waived under applicable law.

20.     ARBITRATION

Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved through direct negotiation shall be submitted to binding arbitration as follows:

Where the invoice was issued by MRE Management Ltd. o/a Grow To Scale: Arbitration shall be conducted in Winnipeg, Manitoba, Canada, in accordance with the Arbitration Act (Manitoba), as amended from time to time.

Where the invoice was issued by Grow To Scale Inc.: Arbitration shall be conducted in Sheridan County, Wyoming, USA, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) then in effect.

In all cases, arbitration shall be conducted by a single arbitrator, in the English language, and the arbitrator's decision shall be final and binding on both parties. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise. The issuing entity is identified on the invoice provided to the Client at the time of purchase, which shall serve as the definitive reference for determining the applicable arbitration framework.

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction as identified in Section 19, pending the outcome of arbitration.

For any questions regarding this Agreement or the Services, clients may contact Grow To Scale at [email protected].