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Terms of Service

Updated February 17, 2026

1. Agreement

By accessing or using the services provided by Celerius Group, Inc. ("GrowthNode," "we," "us," or "our"), you ("Customer," "you," or "your") agree to be bound by these Terms of Service, our Privacy Policy, and any applicable Order Form or Statement of Work. GrowthNode may update these terms with 20 days' written notice. In the event of a conflict between these Terms and an Order Form, the terms on the Order Form shall govern with respect to the applicable Services.

2. Services

GrowthNode provides AI enablement consulting, readiness audits, agent workflow development, and related services ("Services"). Services may include access to proprietary tools, platforms, dashboards, or deliverables as described in the applicable Order Form or Statement of Work.

GrowthNode reserves the right to update and modify the Service at any time, with or without notice, in its sole discretion. GrowthNode retains all intellectual property rights in the Services, including any tools, frameworks, methodologies, and platforms developed by GrowthNode.

3. Customer Responsibilities

You agree not to:

  • Disclose, sublicense, sell, or transfer access to any GrowthNode tools or deliverables to third parties without written consent
  • Misuse, reverse-engineer, or modify any proprietary tools or platforms
  • Remove or alter any proprietary notices or labels
  • Store or transmit malicious code through any GrowthNode systems
  • Use the Services in violation of any applicable law or regulation
  • Infringe upon the intellectual property rights of GrowthNode or any third party

You will immediately notify GrowthNode of any suspected or known security breaches, incidents, threats, or vulnerabilities related to the Services. You agree to indemnify GrowthNode against any claims arising from your breach of these obligations.

4. Fees and Payment

You agree to pay all applicable fees as specified in the Order Form or Statement of Work. Except as otherwise documented in the applicable Order Form, payment obligations are non-cancelable and fees paid are non-refundable. All fees are stated in U.S. dollars and are exclusive of taxes. You are responsible for all applicable taxes, levies, and related interest or penalties.

5. Third-Party Services

GrowthNode Services may integrate with or reference third-party products, tools, or services. These are subject to their own terms and conditions. You are solely responsible for determining the suitability of any third-party services you elect to use in connection with GrowthNode Services. GrowthNode makes no representations or warranties regarding third-party services.

6. Data Collection and Use

In the course of providing Services, GrowthNode may collect and process data related to your marketing operations, website analytics, advertising accounts, and related systems as necessary to deliver the Services.

You warrant that you have obtained all necessary consents for any data provided to GrowthNode. GrowthNode shall have the right to collect and analyze data and information related to the provision of the Services in aggregated, anonymous form to enhance service delivery, improve methodologies, and develop best practices.

7. Confidentiality

Both parties acknowledge that they may have access to the other party's Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other that a reasonable person would understand to be confidential, including business strategies, methodologies, client data, and proprietary tools.

During the term of engagement and for a period of five (5) years after expiration or termination, neither party shall disclose the other's Confidential Information without prior written authorization. Each party must use commercially reasonable efforts to protect the other's Confidential Information.

8. Feedback

If you submit feedback, suggestions, or ideas about the Services, GrowthNode may use such feedback without any obligation to you. You grant GrowthNode a perpetual, royalty-free, worldwide license to use, modify, and incorporate any feedback into the Services.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GROWTHNODE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE.

10. Term and Termination

10.1 For Convenience

Either party may terminate the Agreement by providing 30 days' written notice. For engagements with an Order Form, the initial term and renewal terms are as specified in the Order Form.

10.2 For Cause

Either party may terminate the Agreement if the other party materially breaches these Terms and fails to cure such breach within 10 days of receiving written notice.

10.3 Effect of Termination

Upon termination, your right to use any GrowthNode tools, platforms, or deliverables subject to ongoing license restrictions shall immediately terminate. You must cease all use of such materials immediately.

11. Indemnification

11.1 By Customer

You agree to indemnify and hold harmless GrowthNode and its officers, directors, employees, and agents from any third-party claims arising from your use of the Services, your breach of these Terms, or your violation of any law or regulation.

11.2 By GrowthNode

GrowthNode will defend you against claims that the Services infringe U.S. patents or copyrights and will pay resulting costs and damages awarded. If the Services become subject to an injunction, GrowthNode may, at its option, obtain the right to continue providing the Services, modify the Services to make them non-infringing, or terminate the Agreement.

12. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL GROWTHNODE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY. GROWTHNODE'S TOTAL LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF NO FEES APPLY.

13. Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond reasonable control, including but not limited to denial-of-service attacks, strikes, shortages, riots, fires, floods, storms, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages. Payment obligations are not excused by force majeure events.

14. Governing Law

This Agreement is governed by the laws of the State of California without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved exclusively in the federal or state courts located in San Francisco, California. The prevailing party in any litigation shall be entitled to recover reasonable attorneys' fees and costs.

15. Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form or Statement of Work, constitute the entire agreement between you and GrowthNode regarding the use of the Services. These Terms supersede all prior communications and proposals, whether electronic, oral, or written.

Contact Us

If you have any questions about these Terms of Service, please contact us at [email protected].