Terms & Conditions

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("you," "your," or "Client") and 9629033 Canada INC, doing business as GrowthTurbine ("GrowthTurbine," "we," "us," or "our"), governing your access to and use of the website located at growthturbine.com (the "Website") and any related services, content, applications, tools, calculators, and products we make available (collectively, the "Services").

By accessing or using the Website or Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Website or Services.

These Terms govern general use of the Website. Specific client engagements are also governed by a separate written agreement (e.g., a master services agreement, statement of work, or proposal). In the event of a conflict between these Terms and the written engagement agreement, the engagement agreement will control with respect to that engagement.

GrowthTurbine is a marketing agency that provides investor acquisition, performance marketing, branding, web development, and related strategy and creative services for issuers and operators in equity crowdfunding, private placements, regulated securities offerings, tokenized securities, fund placements, and consumer brands.

The Website also provides informational content and free tools, including:

• Marketing-focused articles, case studies, and platform overviews
• Calculators (such as burn rate, runway, valuation, and investor ROI calculators)
• Forms to request a consultation, proposal, or other communication

All content and tools made available on the Website are provided for general informational purposes only and do not constitute legal, financial, tax, accounting, or investment advice.

You may use the Website and Services only if:

• You are at least 18 years of age and have the legal capacity to enter into a binding contract.
• You are not barred from receiving the Services under the laws of Canada, the United States, or any other applicable jurisdiction.
• If you are accessing or using the Services on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms.

We may, at our sole discretion, refuse, suspend, or terminate access to the Services for any user at any time.

Submitting a contact form, inquiry, or proposal request does not, by itself, create a client relationship or any binding obligation on either party. A client relationship is formed only when both parties execute a written engagement agreement (such as a statement of work, master services agreement, or signed proposal) describing the scope of work, deliverables, fees, term, and other commercial terms.

You agree to provide accurate, current, and complete information during any inquiry, onboarding, or engagement, and to update such information as needed so that we can perform the Services effectively.

The use of the Website and the informational content, tools, and calculators we make publicly available is free of charge. Fees, billing terms, payment schedules, taxes, refunds, and any media or third-party pass-through costs related to client engagements are set out exclusively in the applicable written engagement agreement between you and GrowthTurbine.

Unless otherwise expressly stated in your engagement agreement, fees paid for services rendered are non-refundable. You remain responsible for any third-party costs (including media spend, platform fees, and software subscriptions) as agreed in the engagement.

GrowthTurbine is a marketing agency. We are not a broker-dealer, funding portal, registered investment adviser, exempt market dealer, law firm, accounting firm, or financial institution, and we are not registered as such with the U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Canadian Securities Administrators (CSA), or any provincial securities regulator.

Nothing on the Website or in our Services constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security, token, or other investment product. Any references to specific platforms, regulations (such as Regulation CF, Regulation D 506(c), Regulation A+, or comparable Canadian exemptions), or offerings are provided for general informational purposes only.

You are solely responsible for obtaining your own legal, regulatory, accounting, tax, and investment advice from qualified professionals before making any decision related to a securities offering, investment, or financial transaction.

Marketing outcomes depend on many factors outside of our control, including market conditions, regulatory developments, the quality and readiness of your offering, your team, the chosen funding platform, your offering documents, and investor demand. While we apply professional skill and care to every engagement, we do not and cannot guarantee any specific results, including without limitation:

• The amount of capital raised or the number of investors acquired
• The success or completion of any securities offering or crowdfunding campaign
• Any specific cost per acquisition, conversion rate, return on ad spend, or similar performance metric
• Approval, listing, or continued availability on any third-party platform

Any case studies, testimonials, projections, or examples shown on the Website reflect past or representative outcomes and are not a promise or guarantee of future results.

You agree not to:

• Use the Website or Services in any manner that violates any applicable law, regulation, or third-party right
• Submit false, misleading, or fraudulent information through any form on the Website
• Attempt to gain unauthorized access to the Website, our systems, or our networks
• Interfere with, disrupt, or place an unreasonable load on the Website, including through bots, scrapers, denial-of-service attacks, or similar automated means
• Reverse engineer, decompile, or disassemble any portion of the Website or Services, except to the extent permitted by law
• Use the Website or Services to send spam, malware, or other harmful content
• Copy, scrape, harvest, or republish content from the Website without our prior written consent
• Misrepresent your affiliation with any person, entity, or platform

We reserve the right to investigate suspected violations and to cooperate with law enforcement authorities as appropriate.

The Website and all content made available through it, including text, graphics, logos, icons, images, audio, video, software, code, design, layout, calculators, and trademarks (collectively, the "Content"), are owned by or licensed to GrowthTurbine and are protected by Canadian, U.S., and international intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Website and Content for your personal or internal business evaluation purposes only. All other rights are expressly reserved.

Ownership of deliverables created during a client engagement (such as creative assets, ad creatives, copy, websites, or strategy documents) is governed by the applicable engagement agreement. Unless that agreement says otherwise, GrowthTurbine retains ownership of its pre-existing materials, tools, frameworks, and know-how, and reserves the right to use general learnings, anonymized performance data, and non-confidential information to improve its Services.

The Website references and links to third-party crowdfunding portals, broker-dealers, transfer agents, advertising platforms, and other service providers (such as Wefunder, Republic, StartEngine, DealMaker, Dalmore, Securitize, tZERO, Google, Meta, LinkedIn, and others). These third parties are independent of GrowthTurbine. Their inclusion on the Website does not imply endorsement, partnership, or sponsorship.

We do not control, and are not responsible for, the content, services, fees, terms, policies, availability, regulatory status, or actions of any third-party platform. Your use of any third-party platform is subject to that party's own terms and policies, and any contract you enter into with such third party is solely between you and that party.

To the maximum extent permitted by applicable law, the Website and Services are provided on an "as is" and "as available" basis, without any warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, reliability, or that the Services will be uninterrupted, secure, or error-free.

Any tools, calculators, benchmarks, or estimates made available on the Website are provided for general illustration only. Results depend on the accuracy of the inputs you provide and on assumptions that may not apply to your situation. You should not rely on them as a substitute for professional advice.

To the maximum extent permitted by applicable law, in no event shall GrowthTurbine, its affiliates, officers, directors, employees, agents, or contractors be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, revenue, goodwill, data, capital raised, investor interest, business opportunity, or other intangible losses, arising out of or in connection with your use of the Website or Services, even if we have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total aggregate liability for all claims arising out of or related to your use of the Website (other than claims arising under a separate signed engagement agreement, which are governed by that agreement) shall not exceed one hundred Canadian dollars (CAD $100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. To the extent applicable law does not permit such exclusion or limitation, our liability shall be limited to the smallest extent permitted by law.

You agree to indemnify, defend, and hold harmless GrowthTurbine, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your access to or use of the Website or Services
• Your violation of these Terms or any applicable law or regulation, including securities laws
• Your infringement or misappropriation of any intellectual property or other right of any person or entity
• Any content, materials, claims, or instructions you provide to us in connection with an engagement
• Any offering, product, security, or token you market with our assistance, including statements made in your offering documents

We may suspend or terminate your access to the Website or Services at any time, with or without cause and with or without notice, including if we believe you have violated these Terms or applicable law. You may stop using the Website at any time.

Termination of access to the Website does not, by itself, terminate any active client engagement. Termination of a client engagement is governed by the applicable engagement agreement.

All provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnification, limitations of liability, and dispute resolution.

These Terms and any dispute arising out of or relating to them or to your use of the Website are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

You and GrowthTurbine agree that the courts located in Ottawa, Ontario, Canada shall have exclusive jurisdiction over any action, suit, or proceeding arising out of or relating to these Terms or your use of the Website, and you irrevocably submit to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The Website is operated from Canada. We make no representation that the Website or Services are appropriate or available for use in other locations. If you access the Website from outside Canada, you do so on your own initiative and are responsible for compliance with applicable local laws, including securities, marketing, and data protection laws.

We reserve the right to modify or update these Terms at any time, in our sole discretion. When we make material changes, we will update the "Last Updated" date at the top of this page and, where appropriate, provide additional notice (such as posting a notice on the Website). Your continued use of the Website or Services after changes become effective constitutes your acceptance of the revised Terms.

We encourage you to review these Terms periodically to stay informed of any changes.

If you have any questions, concerns, or requests regarding these Terms, please contact us using the information below.