Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the websites, products, and services offered by Aragrow, LLC ("Aragrow," "we," "us," or "our"). By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

WarpInsights and HappinessAsKPI are services and brand names owned and operated by Aragrow, LLC. When these Terms refer to "Aragrow," "we," "us," or "our," they include our WarpInsights and HappinessAsKPI services.

1. Agreement Structure and Incorporated Documents

These Terms, together with any proposal, order form, statement of work ("SOW"), or service agreement executed between you and Aragrow (collectively, the "Agreement"), form the complete and binding contract between you and Aragrow for the services described therein.

How you accept these Terms. You accept these Terms by:

• Signing or electronically accepting a proposal, order form, or SOW that references these Terms;
• Paying an invoice issued by Aragrow; or
• Accessing or using the services after being provided notice of these Terms.

Order of priority. In the event of a conflict between documents, the following order of priority applies (highest to lowest):

• The applicable SOW or order form;
• These Terms and Conditions;
• The Privacy Policy (for data-protection matters);
• Any proposal or marketing materials.

2. Services and Partner Relationships

Aragrow provides technology, analytics, optimization, and related website management services, which may include integrations, reporting, consulting, and ongoing support.

Content Cucumber relationship. Some services may be delivered in collaboration with Content Cucumber, LLC ("Content Cucumber"), which acts as an independent contractor engaged by Aragrow to provide content strategy and content production support. Content Cucumber is not a subcontractor for purposes of liability; rather, Aragrow coordinates with Content Cucumber to deliver the services described in your SOW.

Responsibility allocation. Aragrow is responsible for services it directly provides under the Agreement. If Content Cucumber contracts directly with you under separate terms, Aragrow is not responsible for services provided under that separate contract. Any claims related to content produced by Content Cucumber under a direct engagement should be directed to Content Cucumber.

3. Eligibility and Acceptable Use

You represent that you are legally able to enter into binding contracts and are using our services only for lawful business purposes.

You agree that you will not use the services to:

• Violate any applicable law or regulation.
• Infringe or misappropriate the intellectual property or privacy rights of any third party.
• Transmit, store, or distribute harmful, fraudulent, or misleading content.
• Interfere with the security, integrity, or performance of our systems or those of our partners.

Suspension and termination for breach. We may suspend access to the services immediately upon written notice if we reasonably believe you have materially violated these Terms. For non-material breaches, we will provide you with written notice and a fifteen (15) day cure period before suspension or termination.

Effect on prepaid fees. If we terminate for your material breach, prepaid fees for the terminated period are non-refundable. If we terminate for convenience or you terminate due to our uncured material breach, we will refund a pro-rata portion of prepaid fees for services not yet rendered.

4. Data Use and Privacy

Aragrow may collect and process information you provide to us (such as contact, account, billing, access, and usage information) as reasonably necessary to deliver, maintain, and improve our services. "Your data" includes both client-provided data and usage/analytics data generated through your use of our services.

Privacy Policy incorporation. Our Privacy Policy is incorporated into these Terms by reference and governs how we collect, use, and protect your data. In the event of a conflict between these Terms and the Privacy Policy regarding data-protection matters, the Privacy Policy controls.

Data sharing limitation. We take a restrictive approach to sharing your data:

• Your data will not be sold, rented, or shared with any parties outside of Aragrow, LLC and Content Cucumber, LLC, except:
  • When you explicitly request or authorize such sharing.
  • When we are required to do so to comply with applicable law, regulation, or legal process.
  • When necessary to protect the rights, property, or safety of Aragrow, our clients, or the public.
• Aragrow and Content Cucumber may share data internally between themselves, as needed, to:
  • Provide, maintain, and improve joint or related services.
  • Coordinate account management, reporting, and deliverables.
  • Support troubleshooting, security, and service quality.

Aggregated data. Aragrow may create and use aggregated, anonymized, or de-identified data derived from your use of the services for analytics, benchmarking, and service improvement purposes, provided such data does not identify you or your business.

Legal requests for data. Where legally permissible, we will notify you of any legal requests (such as subpoenas or court orders) for your data before disclosure, unless prohibited by law or court order, so that you may seek protective measures.

5. Third-Party Tools and Integrations

At your request, Aragrow may configure, connect, or otherwise assist with third-party platforms (for example, analytics tools, hosting providers, CRMs, or marketing platforms) as part of the services.

When a third-party platform processes your data directly, within your own accounts (for example your Google, hosting, CRM, or payment provider accounts), that processing is governed by the terms and privacy policies of that provider, and you are responsible for reviewing and managing those relationships.

Third-party disclaimer. Aragrow is not liable for the availability, security, data loss, or any changes in features, pricing, or functionality of third-party platforms, even if we assisted with their configuration or integration. We do not control and are not responsible for any actions or omissions of third-party providers.

Aragrow will not grant third-party access to your systems or data without your authorization, except where required by law.

6. Ownership and Intellectual Property

Client Deliverables. "Client Deliverables" means work product created specifically for you and paid for under the Agreement, such as custom reports, configurations, or content. You own the Client Deliverables upon full payment, subject to Aragrow's retained rights below.

Aragrow retained rights. Aragrow retains ownership of its underlying methods, frameworks, software, tools, templates, and generic know-how, including any non-client-specific improvements or components developed in connection with providing the services. Aragrow retains a non-exclusive, royalty-free, perpetual license to reuse generic elements, techniques, and anonymized learnings from the engagement.

Your existing materials. You retain ownership of your existing content, data, and materials that you provide to us. Granting us access to your systems or data does not transfer ownership of that data to Aragrow or Content Cucumber.

License to Aragrow. You grant Aragrow a limited license to use your content, data, and materials solely as necessary to provide the services during the term of the Agreement.

7. Fees, Billing, and Payment

Fees, billing cycles, and payment terms are described in your proposal, order form, or SOW. In the absence of specific payment terms, the following defaults apply:

• Invoices are due within fifteen (15) days of the invoice date.
• Late payments accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower).
• You are responsible for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts, where permitted by law.

We may pause or discontinue services for invoices overdue by more than fifteen (15) days, upon written notice to you.

8. Term and Termination

Term. The Agreement begins on the date specified in your SOW or order form (or, if none, the date you first access the services) and continues for the term stated therein. If no term is specified, either party may terminate upon thirty (30) days' written notice.

Termination for cause. Either party may terminate immediately upon written notice if the other party materially breaches the Agreement and fails to cure such breach within fifteen (15) days after receiving written notice.

Effect of termination.

• Upon termination, you must pay all fees for services rendered through the termination date.
• Obligations that by their nature should survive (such as payment obligations, confidentiality, limitation of liability, and data protection commitments) will continue to apply after termination.
• Upon request, we will provide reasonable assistance with data export or transition for up to thirty (30) days after termination, which may be subject to additional fees at our then-current rates.

Refunds upon termination. If you terminate due to our uncured material breach, or if we terminate for our convenience, we will refund a pro-rata portion of prepaid fees for services not yet rendered. If we terminate due to your material breach, no refund is due.

9. Disclaimers

The services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Aragrow disclaims all warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the services will be uninterrupted, secure, or error-free, or that any particular business result or outcome will be achieved.

No performance guarantees. Without limiting the foregoing, Aragrow does not guarantee specific search engine rankings, website traffic volumes, conversion rates, revenue increases, or other business performance metrics. Results depend on many factors outside our control.

Jurisdictional limitations. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In such cases, our liability is limited to the maximum extent permitted by applicable law.

10. Limitation of Liability

To the fullest extent permitted by law, neither Aragrow nor Content Cucumber will be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or related to your use of the services, regardless of the theory of liability.

To the extent permitted by law, the total aggregate liability of Aragrow for any claims arising out of or relating to the services will be limited to the amounts you paid to Aragrow for the services giving rise to such claims during the twelve (12) months immediately preceding the event first giving rise to the claim.

Exclusions from limitation. The limitations and exclusions in this section do not apply to:

• Either party's gross negligence or willful misconduct;
• Either party's infringement of the other party's intellectual property rights;
• Your payment obligations under the Agreement; or
• Any liability that cannot be excluded or limited under applicable law.

11. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under the Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: natural disasters, acts of war or terrorism, pandemics, government actions, labor disputes, internet or telecommunications failures, third-party service provider outages, or cyberattacks.

The affected party must promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its effects. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected services upon written notice.

12. Changes to These Terms

MVP Phase. During the Minimum Viable Product ("MVP") phase of the services, Aragrow reserves the right to modify these Terms at any time. We will notify you of changes via email or through the services, but your continued use constitutes acceptance. Once the services transition to production status, the provisions below will apply.

Production Phase. After the services have transitioned from MVP to production status, we may update these Terms from time to time. When we make material changes, we will notify you by email (to the address associated with your account) or through an in-app notification at least thirty (30) days before the changes take effect, unless the changes are required by law to be effective sooner.

Client approval required in production. During the production phase, material changes to these Terms require your affirmative approval. If you do not approve the proposed changes within thirty (30) days of notification, either party may terminate the Agreement by providing written notice, and we will refund a pro-rata portion of prepaid fees for services not yet rendered.

Existing SOWs will continue under the prior Terms unless you affirmatively accept the updated Terms or the parties agree otherwise in writing.

13. Governing Law and Dispute Resolution

Governing law. These Terms will be governed by and construed in accordance with the laws of the State of Minnesota, United States, without regard to its conflict of laws principles, unless a different governing law is specified in your SOW.

Venue. Any legal action or proceeding arising out of or relating to these Terms or the services shall be brought exclusively in the state or federal courts located in Hennepin County, Minnesota, and each party irrevocably consents to the jurisdiction of such courts.

Informal resolution. Before initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days after written notice of the dispute.

14. General Provisions

Entire agreement. The Agreement (including these Terms, the Privacy Policy, and any applicable SOW or order form) constitutes the entire agreement between you and Aragrow regarding the services and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

Severability. If any provision of these Terms is held to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms, and the remaining provisions will continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver of any breach will not constitute a waiver of any subsequent breach.

Assignment. You may not assign or transfer the Agreement or any of your rights or obligations hereunder without our prior written consent. Aragrow may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon notice to you.

Notices. All notices under these Terms must be in writing and sent to the addresses specified in the Agreement or, for Aragrow, to the contact information below. Notices are effective upon receipt.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

15. Contact Information

If you have any questions about these Terms or about our data practices, you may contact us at: