Terms of Service - GrowthBench Freelance Network

These Terms of Service (“TOS”) govern an individual's participation as a member (“Member”) on the GrowthBench Freelance Network (the “Network”). By clicking “I Agree,” registering, or using the Network, you (“You”) hereby agree to these TOS.

The Network connects independent professionals with companies seeking professional services (“Clients(s)”);

Member desires to join the Network as an independent subcontractor to provide consulting services (“Services”) and access Network resources, opportunities, and community benefits (“Membership”);

Member's participation is voluntary, subject to approval by GrowthBench, and governed by the terms and conditions set forth in these TOS;

Therefore, the parties agree as follows:

Eligibility and Registration
1. You represent and warrant that You are at least eighteen (18) years of age and have the legal capacity to enter binding contracts.
2. You agree to provide accurate and current information during the application process and to maintain the security and confidentiality of Your account credentials.
3. You agree to pay a non-refundable application fee which covers the cost of processing Your application, background and reference checks. Company reserves the right to approve or reject Your application at its sole discretion.
4. Upon acceptance into the Network, You agree to pay a non-refundable Network membership fee (“Fee”) – monthly or annual-- at the rate communicated to You following acceptance.
5. Upon payment of the Fee, You shall be granted access to the GrowthBench Slack Community and additional resources.
6. To be eligible for work, You must obtain at least two professional references vouching for specific skills. Company provides a unique link. Consultant must share this link with referees, who must then log in via LinkedIn to validate their identity and connection to the Consultant, and rate the Consultant's specific skills.
Membership and Network Participation
1. GrowthBench grants Member access to the Network as an independent subcontractor. Membership does not create employment, agency, partnership, or joint venture, nor entitle Member to benefits available to GrowthBench employees. Membership is non-transferable.
2. Member is solely responsible for all taxes, withholdings, and other statutory obligations applicable to independent contractors. GrowthBench shall not withhold or remit any taxes on behalf of the Member.
3. GrowthBench retains sole discretion to approve, suspend, or terminate Membership at any time, with or without cause. GrowthBench may provide reasons for termination but is not required to do so.
4. Member agrees to adhere to the Network's community guidelines and if applicable, any worker responsibility agreements.
Consulting Engagements
1. When Growthbench enters into a consulting agreement with a Client, Growthbench may engage the Member to perform Services for that Client (“Consulting Engagement”).
2. Each Consulting Engagement with a Client shall be governed by a separate Statement of Work (“SOW(s)”) executed between GrowthBench and the Member, which shall outline the specific Services, compensation, deliverables, and project timelines. Each SOW entered into between GrowthBench and a Member is expressly governed by the terms of these TOS.
3. Member agrees to perform the Services as set forth in any SOW(s) issued by Growthbench. Member acknowledges and agrees that they may only perform Services for Clients under the separate SOW(s) executed between the Member and GrowthBench. Member acknowledges and agrees that the Services involve Client's mission critical operations and therefore time is of the essence with respect to the performance of the Services.
4. These TOS remains in effect regardless of whether the SOW(s) is active. Should any SOW(s) entered into during the period of these TOS require Services to be performed beyond the expiration or termination date of these TOS, then the terms of these TOS remain in effect with respect to such SOW(s) until the expiration or termination of the SOW(s). Except as otherwise set forth in the applicable SOW(s), said SOW(s) terminates upon the expiration or termination of these TOS.
5. “Client(s)” includes any individual, entity, or organization that:
  1. Engages GrowthBench for consulting, advisory, or Services, whether directly or indirectly;
  2. Is introduced to Member by GrowthBench, regardless of whether a Consulting Engagement occurs;
  3. Has been in communication with GrowthBench about potential Services, provided such discussions occurred within the twelve (12) months preceding Member's introduction; or
6. Membership in the GrowthBench network does not guarantee any Consulting Engagement. GrowthBench retains the right to approve, modify, or terminate any Consulting Engagement without liability.
7. Member shall not make any representations or commitments on behalf of GrowthBench or its unless explicitly authorized in writing.
8. These TOS governs the relationship between GrowthBench and the Member at all times, regardless of whether the Member has an active Consulting Engagement or SOW. In the event of a conflict between these TOS and any SOW, the terms of these TOS shall control unless the SOW explicitly overrides specific provisions in writing.
Compensation
1. Member shall invoice GrowthBench according to the terms in the applicable SOW(s).
2. If a Client defaults beyond thirty (30) days, GrowthBench shall notify the Member, and Member shall have the option to terminate further work on the Consulting Engagement. GrowthBench shall make commercially reasonable efforts to collect unpaid invoices but shall not be liable for non-payment by Clients.
3. If any Client terminates any SOW, Member may invoice Growthbench for Services performed and accepted pursuant to any terminated SOW and earned up to the effective date of termination, at the rate agreed upon in such SOW.
Referral Fees
1. Members who introduce new Clients to GrowthBench shall, at the sole discretion of Growthbench, receive a referral fee of ten-percent (10%) of total contract value for the first active SOW between Growthbench and the Client, provided that:
  1. The referral is submitted in writing before the Client engages GrowthBench;
  2. GrowthBench confirms the referral in writing; and
  3. The referred Client signs a statement of work with GrowthBench within ninety (90) days of introduction.
2. Referral fees are payable within sixty (60) days of GrowthBench receiving payment from the referred Client, provided the Member is in good standing and remains an active participant in the Network.
3. If a referred Client makes only a partial payment, referral fees shall be prorated accordingly.
4. Referral fees do not apply to existing GrowthBench Clients, prospects already in discussions with GrowthBench, or Clients who engage GrowthBench through another referral source.
5. GrowthBench reserves the right to modify or terminate the referral fee program at any time, with or without notice.
Promotional Rights
1. Member grants GrowthBench perpetual, irrevocable, royalty-free rights to use Member's name, image, likeness, and biographical information in connection with marketing, advertising, and promotional activities across all media, including but not limited to websites, social media, and promotional materials.
2. Member agrees to periodically promote Growthbench on LinkedIn and/or other oriented social media platforms; likewise, Growthbench agrees to promote Member from time to time.
3. Member agrees to accurately represent affiliation as a “Member of the GrowthBench Freelance Network” in professional communications.
4. Following termination, Member may request GrowthBench to discontinue the future use of their name, image, and likeness in promotional materials. GrowthBench will use commercially reasonable efforts to comply within sixty (60) days, except for materials already in circulation or published prior to the request.
Community Conduct and Misconduct Policy
1. Members are expected to uphold professionalism and ethical conduct in all interactions within the Network. Misconduct, including but not limited to harassment, discrimination, or inappropriate behavior in Network communications or Consulting Engagements, may result in suspension or termination of Membership at GrowthBench's discretion.
2. Members shall not collect, scrape, or extract contact information of other Members for any purpose other than direct one-on-one communication. Any attempt to extract, scrape, or mass-contact GrowthBench Members for commercial purposes without explicit written consent is strictly prohibited and may result in termination of Membership.
3. Members agree to follow GrowthBench's community guidelines when using Slack and other communication platforms. GrowthBench reserves the right to moderate discussions, remove inappropriate content, and suspend access for violations of community standards.
Liability Waiver & Assumption of Risk
1. GrowthBench is not responsible for disputes, conflicts, or liabilities arising from interactions between Members or between Members and Clients. Members acknowledge that all Consulting Engagements are undertaken at their own risk, and GrowthBench assumes no liability for any claims or damages resulting from such Consulting Engagements.
Background Checks
1. Members consent to an initial background check and ongoing periodic screenings. GrowthBench may re-run background checks upon reasonable suspicion of misconduct or annually as part of compliance reviews. Members must immediately disclose any criminal convictions occurring after their initial background check, or during their Membership period. Continued Membership is contingent upon satisfactory background check results as determined by GrowthBench. Failure to disclose may result in immediate termination.
Email and Communications
1. GrowthBench may assign Member a GrowthBench-branded email address solely for Network-related activities. GrowthBench retains ownership and reserves the right to revoke access upon termination of Membership.
2. GrowthBench may access and monitor email accounts as needed for security and compliance. Members must not use GrowthBench emails for personal matters, and email access will be revoked upon termination.
Confidentiality & Non-Disclosure
1. During and after their participation in the GrowthBench network, Member may receive or have access to confidential, proprietary, or trade secret information belonging to GrowthBench, Clients, or affiliated parties (“Confidential Information”). Confidential Information includes, but is not limited to, business strategies, pricing models, financial data, Client lists, consulting methodologies, technology, software, processes, and any non-public information disclosed in connection with Consulting Engagements.
2. Member agrees to:
  1. maintain the confidentiality of all Confidential Information;
  2. not disclose Confidential Information to any third party without GrowthBench's express written consent;
  3. use Confidential Information solely for the purpose of performing Services for GrowthBench and its Clients; and
  4. comply with any confidentiality, security, or compliance obligations required by the applicable SOW(s).
3. The obligations of confidentiality shall not apply to information that:
  1. was lawfully in the Member's possession before disclosure by GrowthBench, without an obligation of confidentiality;
  2. is or becomes publicly available through no breach of these TOS;
  3. is lawfully obtained by the Member from a third party with no duty of confidentiality; or
  4. is required to be disclosed by law, subpoena, or court order, provided that Member promptly notifies GrowthBench and cooperates in seeking protective measures.
4. Member acknowledges that unauthorized use or disclosure of Confidential Information will result in irreparable harm to GrowthBench. In such an event, GrowthBench shall be entitled to seek immediate injunctive relief, without the requirement to post a bond, in addition to any other legal or equitable remedies available.
5. Upon termination of these TOS, Member shall immediately return or permanently delete all Confidential Information, including Client communications, GrowthBench materials, and any data obtained during Consulting Engagements.
6. The obligations of confidentiality shall remain in effect for two (2) years following termination of Member's participation in the GrowthBench network. However, any trade secrets shall remain confidential indefinitely, or until they no longer qualify as trade secrets under applicable law.
Intellectual Property Rights & Work Product Ownership
1. Any Work Product, including deliverables, inventions, processes, or improvements developed by the Member while engaged in consulting work through GrowthBench (“Work Product”) shall be the exclusive property of GrowthBench or the Client, as determined by GrowthBench.
2. Member retains ownership of any pre-existing proprietary tools, templates, or methodologies, provided they are not modified, customized, or adapted in any way during their use in a Consulting Engagement. If a Member incorporates pre-existing tools or proprietary methodologies, the Member grants GrowthBench and the Client a perpetual, royalty-free license to use, modify, and distribute such tools solely in connection with the Consulting Engagement. Any modification, customization, or adaptation of pre-existing tools for the Client shall become the sole property of GrowthBench, with Member waiving any rights to ownership or further use. Members may request a license to use such modified tools outside of GrowthBench, subject to GrowthBench's prior written approval.
3. Member agrees to execute all necessary documents to assign such intellectual property to GrowthBench or Clients as required.
Non-Circumvention
1. The Member acknowledges that all Client relationships facilitated through GrowthBench are proprietary and that GrowthBench has a legitimate business interest in protecting its role as the intermediary.
2. Member shall not, directly or indirectly, circumvent GrowthBench by engaging Clients introduced through the Network in independent contracts outside of GrowthBench for a period of twelve (12) months following the conclusion of the most recent Consulting Engagement with such Client. This restriction does not apply to Clients with whom Member had a documented pre-existing relationship before joining GrowthBench.
3. Member acknowledges that circumventing Growthbench violation of these TOS may cause significant financial and reputational harm to GrowthBench. In the event of such a violation, GrowthBench shall be entitled to seek actual damages suffered or, at its sole discretion, enforce liquidated damages in an amount equal to fifty percent (50%) of the revenue lost by GrowthBench due to the violation. Member agrees that these damages are reasonable estimates of the harm caused by such violations and expressly waives any claim that they constitute an unenforceable penalty. GrowthBench shall also be entitled to injunctive relief preventing further violations, without the requirement to post bond or prove actual damages.
4. If GrowthBench has reasonable suspicion that a Member has engaged with a Client in violation of these TOS, GrowthBench may require the Member to provide written certification confirming compliance.
Non-Solicitation
1. Members may not solicit other Members for sales of Services or products unless expressly invited to do so.
2. Members shall not directly or indirectly solicit, recruit, or engage other Members for competing Services for a period of twelve (12) months following the completion of the most recent active Consulting Engagement. Additionally, Members may not use GrowthBench's Slack, email, or other platforms to mass-market their Services without prior written approval.
3. Member acknowledges that soliciting other Members in violation of these TOS may cause significant financial and reputational harm to GrowthBench. In the event of such a violation, GrowthBench shall be entitled to seek actual damages suffered or, at its sole discretion, enforce liquidated damages in an amount equal to fifty percent (50%) of the revenue lost by GrowthBench due to the violation. Member agrees that these damages are reasonable estimates of the harm caused by such violations and expressly waives any claim that they constitute an unenforceable penalty. GrowthBench shall also be entitled to injunctive relief preventing further violations, without the requirement to post bond or prove actual damages.
Audit Rights
1. GrowthBench reserves the right to audit Member's compliance with these TOS upon reasonable notice, no more than twice annually, and up to one year post-termination.
Indemnification
1. Subject to the Indemnification Conditions, each party will at its own expense, defend the other party from and against any Claim to the extent arising as a result of the indemnifying party's (the “Indemnitor”):
  1. violation of applicable laws;
  2. breach of its obligations under the TOS; or
  3. action(s) or omission(s) constituting fraud or willful misconduct, and will indemnify the indemnified party (the “Indemnitee”) from and against Losses finally awarded against the Indemnitee as a result of, or agreed upon by the Indemnitor in settlement of, such a Claim.
2. The Indemnitee may engage counsel of its choice at its own expense.
3. “Claim” means any claim, demand, suit or proceeding brought against the Indemnitee by a third party.
4. “Loss” means any liabilities, damages, costs or expenses, including attorneys' fees and costs.
5. The indemnity obligations will apply only if each of the following (each, an “Indemnification Condition”) is true:
  1. the Indemnitee has provided written notice of the Claim to the Indemnitor as soon as possible, but no later than 10 days following the Indemnitee's discovery of the Claim;
  2. the Indemnitee has provided all documents and materials in the Indemnitee's possession that are reasonably relevant to the Claim or otherwise discoverable and all assistance reasonably necessary for the defense, settlement, and mitigation of the Claim;
  3. the Indemnitee has allowed the Indemnitor to assume sole responsibility for defense of the Claim, including but not limited to choice of counsel and control over settlement negotiations/decisions;
  4. the Claim does not result from the Indemnitee's gross negligence or willful misconduct or breach of any provision of the TOS or action authorized or requested by the Indemnitee; and
  5. where applicable, the Indemnitee agrees to assert, or permit the Indemnitor to assert on the Indemnitee's behalf, against such third party any of the Indemnitee's intellectual property rights that may assist in connection with the indemnity obligations. The Indemnitee will perform each obligation in the Indemnification Conditions with respect to any Claim subject to indemnity obligations.
Limitation of Liability
1. To the maximum extent permitted by law, GrowthBench shall not be liable to Member for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost business opportunities, loss of goodwill, or reputational harm, arising out of or related to these TOS, even if GrowthBench has been advised of the possibility of such damages.
2. GrowthBench's total aggregate liability to Member, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid to Member by GrowthBench for Services rendered by Member under these TOS in the six (6) months preceding the claim. If no fees have been paid, GrowthBench's total liability shall not exceed $1,000.
3. Member acknowledges and agrees that participation in the GrowthBench Network is at Member's own risk. GrowthBench makes no warranties or representations regarding the availability of Consulting Engagements, the actions of Clients, or any financial or business outcomes for Member. Member is solely responsible for evaluating and accepting Consulting Engagements at their discretion.
4. The limitations in this Section shall not apply to:
  1. GrowthBench's gross negligence, fraud, or willful misconduct; or
  2. Member's obligations under the Confidentiality, Non-Circumvention, and Intellectual Property provisions of these TOS.
Trademarks
1. Neither party may use, or authorize others to use, the name, symbols, or marks of the other party in any advertising or publicity material or make any form of representation or statement with regard to the Services which would constitute an express or implied endorsement by the other party of any commercial product or service without that other party's prior written approval. In addition, Member may not use any trademark owned by Client or its affiliates for any reason whatsoever without the express written approval of Client or its affiliate.
2. Upon execution of these TOS, Member will provide Client with evidence of Member's insurance. Member will name Client as an additional insured party under Member's insurance policy and will provide to Client at least thirty (30) days prior written notice of any change or cancellation to the Member's insurance program.
Representations and Warranties.
1. Member represents, warrants, and covenants that it shall perform the Services:
  1. in a professional manner;
  2. in conformance with that level of care and skill ordinarily exercised in similar circumstances by providers of the same or similar Services; and
  3. in compliance with all applicable international, federal, state and local laws, rules, regulations, orders, ordinances and binding obligations.
2. Member further warrants that Member is presently, and will remain, for the term of these TOS and any extension thereof, free from any commitments or conflicts of interest that would impair Member's right or ability to perform all of the Services in an accurate and timely manner and in accordance with all terms of these TOS and the applicable SOW(s).
3. Member shall ensure that Member's employees, agents, and subcontractors involved in the delivery of the product/Services contemplated hereby (collectively, the “Member Personnel”) will:
  1. comply with all reasonable requests of Client pertaining to personal and professional conduct, including training requirements; and
  2. otherwise conduct themselves in a professional and businesslike manner.
4. If Client so requests, based on a reasonable belief that Member has breached any of the foregoing obligations, Member will immediately remove any Member Personnel from delivering any product to/performing any Services for Client. Additionally, Member shall require any subcontractors retained to assist Member in the performance of these TOS to agree to maintain itself free from conflicts of interest pursuant to terms substantially similar to those set forth in this paragraph.
Subcontractors; Assignment.
1. Member may not subcontract any of these TOS without the prior written approval of Client. Any such approval does not relieve Member of its obligations under these TOS.
2. In the event that subcontractors are permitted, Member:
  1. shall require such subcontractor to comply with the material terms and conditions of these TOS; and
  2. remains responsible for any acts or omissions of its subcontractors as if such acts or omissions were performed by Member.
3. Growthbench may, upon thirty (30) days' notice to Member, assign, delegate or transfer any of its rights or obligations under these TOS. Member, however, may not assign, delegate, or transfer any of its rights or obligations under these TOS without the prior written consent of Growthbench.
Force Majeure
1. Neither Party shall be liable for any delays or failures in performance due to circumstances beyond reasonable control, including natural disasters, pandemics, government actions, wars, or similar events.
Dispute Resolution
1. Any dispute, controversy, or claim arising out of or relating to these TOS shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California before a single arbitrator selected by GrowthBench.
2. Member agrees that all arbitration costs, including arbitrator fees and legal expenses, shall be borne equally by the parties unless the arbitrator determines that Member is the losing party, in which case Member shall reimburse GrowthBench for all reasonable arbitration costs, attorney fees, and expenses incurred.
3. The parties waive any right to participation in a class action.
4. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Governing Law
1. These TOS shall be governed by and construed in accordance with the laws of California. Both parties agree to exclusive jurisdiction in the County of San Francisco.
Miscellaneous Provisions
1. Severability: If any provision of these TOS is deemed invalid or unenforceable, the remaining provisions remain valid and enforceable.
2. Waiver: No waiver of any breach shall constitute a waiver of subsequent breaches.
3. Modifications. GrowthBench reserves the right to modify or amend these TOS at any time upon providing written notice to the Member. Amendments shall take effect upon the Member's continued participation in the GrowthBench Network or acceptance of a new Consulting Engagement following such notice. If a Member does not agree to any amendment, they may terminate their Membership by providing written notice to GrowthBench within fourteen (14) days of receiving the amendment notice. Any amendments must be in writing and expressly agreed to by both parties to be enforceable, except for updates to GrowthBench's policies or community guidelines, which may be updated unilaterally upon notice to Members.
4. Survivability: The following provisions shall survive the termination or expiration of these TOS for any reason, along with any other provisions that, by their nature, are intended to survive:
  1. Confidentiality & Non-Disclosure (Section 10) – survives for three (3) years, except for trade secrets, which survive indefinitely;
  2. Intellectual Property & Work Product Ownership (Section 11) – survives perpetually for all work product delivered under these TOS.
  3. Non-Circumvention (Section 12) survives for 12 months post-termination;
  4. Non-Solicitation (Section 13) – survives for 12 months post-termination;
  5. Indemnification (Section 15) – survives indefinitely.
  6. Limitation of Liability (Section 16) – survives indefinitely;
  7. Dispute Resolution (Section 22) – survives indefinitely.
  8. All other rights and obligations under these TOS shall terminate upon expiration or termination unless otherwise expressly provided.
5. Entire TOS: These TOS constitutes the entire understanding between the parties and supersedes all prior agreements.