Terms of Service

These Terms of Service, together with any applicable Statement of Work, proposal, order form, exhibit, or other written agreement that references these Terms, govern the provision of services by Growtomation Marketing LLC d/b/a OneMetric (“OneMetric”, “Company”, “we”, “us”, or “our”) to the customer receiving such services (“Client”, “Customer”, “you”, or “your”).

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and in that case, “Client” or “Customer” refers to that entity.

These Terms apply unless superseded by a separately executed written agreement signed by both parties.

Please also review our Privacy Policy for information on how we collect, use, and protect personal data.

1. SCOPE OF AGREEMENT

1.1 These Terms govern all professional services performed by OneMetric, including implementation, onboarding, migration, integration, campaign execution, optimization, reporting, consulting, revenue operations support, training, and related professional services.

1.2 The specific scope, deliverables, timelines, fees, dependencies, assumptions, exclusions, acceptance criteria, and commercial terms for each engagement will be set out in the applicable Statement of Work or SOW.

1.3 Each executed SOW is incorporated into and governed by these Terms.

2. DEFINITIONS

2.1 “Services” means the services expressly described in the applicable SOW, together with any services reasonably necessary to perform that SOW. Any services not expressly included in the SOW are out of scope.

2.2 “Statement of Work” or “SOW” means the written scope document, proposal, order form, exhibit, or similar written instrument that sets out the engagement summary, objectives, scope, deliverables, timelines, fees, assumptions, exclusions, acceptance criteria, and related terms.

2.3 “Deliverables” means the specific outputs expressly identified in the applicable SOW, including configurations, documentation, workflows, reports, dashboards, integrations, and similar outputs. Deliverables do not include OneMetric’s Pre-Existing IP, internal notes, methodologies, working files, internal documentation, solution architecture, implementation approaches, or tools unless expressly stated otherwise in the SOW.

2.4 “Client Data” means all data, content, files, credentials, materials, permissions, system configurations, and other information provided by or on behalf of the Client, or made accessible to OneMetric in connection with the Services.

2.5 “Pre-Existing IP” means OneMetric’s frameworks, templates, methodologies, automations, scripts, models, tools, processes, know-how, accelerators, and related materials developed before or independently of the applicable engagement, including any modifications, enhancements, or derivative works thereof.

2.6 “Confidential Information” means non-public business, technical, operational, financial, commercial, or strategic information disclosed by either party, including Client Data, access credentials, pricing, proposals, and the terms of this Agreement.

2.7 “Acceptance” means written confirmation, including email, that a Deliverable materially conforms to the applicable SOW. If Client does not provide written rejection specifying a material non-conformity within five (5) business days after delivery, the Deliverable will be deemed accepted. Productive use of a Deliverable also constitutes Acceptance.

2.8 “Change Order” means a written document, including email approval where expressly acknowledged by both parties, that describes any modification to scope, deliverables, timelines, assumptions, dependencies, or fees under an SOW.

2.9 “Third-Party Platforms” means any software, CRM, marketing automation system, ad platform, integration tool, hosting environment, plugin, API, CMS, analytics platform, or other external service not owned or controlled by OneMetric, including HubSpot, Salesforce, Google, Meta, LinkedIn, Stripe, Zapier, Webflow, and similar tools.

3. SERVICES AND PERFORMANCE

3.1 OneMetric will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.

3.2 Client acknowledges that the Services depend on timely Client participation, accurate and complete inputs, required approvals, data readiness, access permissions, and the availability and functionality of Third-Party Platforms.

3.3 OneMetric does not guarantee any specific revenue result, business outcome, campaign performance, lead volume, conversion rate, platform uptime, or user adoption outcome unless expressly stated in a signed SOW.

4. CLIENT RESPONSIBILITIES

4.1 Client will timely provide all information, materials, decisions, approvals, access credentials, licenses, and internal stakeholder participation reasonably required for OneMetric to perform the Services.

4.2 Client is responsible for the completeness, legality, reliability, and accuracy of Client Data and for ensuring that its instructions, systems, and materials do not violate applicable law or third-party rights.

4.3 Client is responsible for maintaining all required subscriptions, licenses, and permissions for Third-Party Platforms unless expressly stated otherwise in the applicable SOW.

4.4 Delays caused by missing approvals, incomplete information, unavailable stakeholders, missing access, or other Client-side dependencies may affect delivery timelines, resourcing, and project sequencing.

4.5 Client grants OneMetric a limited, non-exclusive right to use Client Data solely as necessary to perform the Services and deliver the applicable Deliverables.

5. GOVERNANCE AND COMMUNICATION

5.1 Each party will designate a primary point of contact authorized to provide instructions, approvals, and consolidated feedback.

5.2 Client will ensure that feedback from internal stakeholders is coordinated before being shared with OneMetric. Conflicting or fragmented inputs will not be binding unless confirmed by the designated point of contact.

5.3 Operational, technical, delivery-related, and approval communications must occur through approved business channels, including official email, designated Slack workspaces, Microsoft Teams, Zoom, Google Workspace tools, and any agreed project management platform.

5.4 Communications through personal phone numbers, WhatsApp, SMS, or other informal channels will not constitute binding approvals, scope changes, acceptance, or delivery instructions unless later documented through an approved business channel.

5.5 Executive escalations will be acknowledged within two (2) business days and addressed in good faith.

6. FEES AND PAYMENT TERMS

6.1 Fees will be set out in the applicable SOW and are payable in advance unless otherwise expressly stated in writing.

6.2 Unless otherwise specified in the SOW, the engagement will commence within two (2) business days following payment confirmation or finance clearance.

6.3 Client acknowledges that fees are charged in consideration of OneMetric’s allocation of capacity, personnel, and expertise and are not contingent on Client’s internal usage levels, internal approvals, or procurement timelines.

6.4 All fees are non-refundable unless expressly stated otherwise in writing.

6.5 Fees do not include taxes, ad spend, software subscriptions, third-party tools, pass-through platform charges, bank charges, or foreign exchange charges, all of which are the Client’s responsibility unless expressly stated otherwise in the SOW.

6.6 Invoices are due within seven (7) calendar days unless otherwise stated in the SOW.

6.7 If payment is delayed by more than fifteen (15) calendar days beyond the due date, OneMetric may, without limiting any other rights or remedies, suspend Services, restrict access, revise timelines, withdraw personnel, or terminate the engagement.

6.8 Outstanding amounts may accrue interest at the rate of one percent (1%) per month or the maximum amount permitted by law, whichever is lower.

7. RETAINERS, FIXED SCOPE WORK, AND OVERAGE

7.1 For retainer engagements, the applicable SOW will specify the monthly hours or service capacity included.

7.2 Unless otherwise stated in writing, retainer hours must be consumed within the same billing month, do not roll over, and are non-refundable, non-transferable, and non-creditable.

7.3 Hours or work requested beyond the included retainer scope will be billed at the agreed overage rate.

7.4 For fixed-scope engagements, only the deliverables and revision cycles expressly included in the applicable SOW are in scope.

7.5 Unless otherwise stated in the SOW, “Basic Iterations” are limited to a maximum of two (2) revision phases or ten percent (10%) of the total defined scope, whichever is lower, and apply only to minor refinements that do not materially change the scope, architecture, workflows, integrations, dependencies, data model, technical configuration, or project approach.

7.6 Any additional revisions, rework arising from changed requirements, revised stakeholder input, delayed or incomplete inputs, changes to previously approved deliverables, expansion of features or scope, strategic pivots, restructuring, or work arising from Third-Party Platform limitations will be considered out of scope and will require a Change Order or separate billing approval.

7.7 Consulting, advisory, audit, strategy, or diagnostic work is separate from implementation work and may be billed at a different rate.

8. CHANGE CONTROL

8.1 Any change to the scope, deliverables, timelines, assumptions, dependencies, commercials, or other material terms of an SOW must be documented in writing through a Change Order or equivalent written approval accepted by both parties.

8.2 Requests discussed in meetings, calls, Slack messages, chat, or verbal discussions do not automatically amend scope unless later documented in writing and acknowledged by OneMetric.

8.3 If Client requests work outside the agreed scope and OneMetric performs such work, that work may be billed on a time-and-materials basis at the applicable rate.

8.4 Changes in Third-Party Platform capabilities, APIs, subscription levels, access restrictions, pricing, or functionality will not constitute a scope change by OneMetric and may require timeline or scope adjustments.

9. TERM AND RENEWAL

9.1 These Terms begin on the effective date of the first SOW, proposal, order form, or other written agreement referencing these Terms and continue until terminated in accordance with this Agreement.

9.2 Each SOW will specify its applicable service period.

9.3 Unless otherwise stated in the applicable SOW, retainer engagements will automatically renew for successive monthly periods on the same terms, unless either party provides at least thirty (30) days’ prior written notice of non-renewal, effective at the end of the then-current billing cycle.

9.4 Fixed-scope engagements will continue until completion of the agreed deliverables, unless terminated earlier in accordance with these Terms.

9.5 Where Services span multiple phases or multiple SOWs, these Terms will continue to govern all such Services unless expressly superseded in writing.

10. SUSPENSION, TERMINATION, AND TRANSITION

10.1 Either party may terminate this Agreement or an applicable SOW for material breach if the breaching party fails to cure such breach within fifteen (15) days after written notice.

10.2 Client may terminate an ongoing engagement for convenience on thirty (30) days’ prior written notice, provided that all fees for Services performed, all non-cancellable commitments, and all committed fees through the applicable notice period are paid in full.

10.3 Prepaid amounts are non-refundable.

10.4 Upon termination, all undisputed outstanding invoices will become immediately due and payable.

10.5 OneMetric may suspend or terminate the Services immediately if Client fails to make timely payment, repeatedly delays the engagement through missing dependencies, materially interferes with delivery, or uses the Services in violation of law or this Agreement.

10.6 Transition assistance, knowledge transfer, handoff support, exports, documentation, or other post-termination support may be provided subject to payment clearance and available capacity. Any such work beyond the defined scope of the SOW will be billable at the applicable rate.

11. CONFIDENTIALITY

11.1 Each party will protect the other party’s Confidential Information using reasonable safeguards and will use such information solely as necessary to perform or receive the Services or to enforce rights under this Agreement.

11.2 Neither party will disclose the other party’s Confidential Information to third parties except to employees, affiliates, contractors, advisors, or service providers who need to know the information for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those set out here.

11.3 Confidentiality obligations will survive for five (5) years following termination of the applicable engagement, except for trade secrets, which will remain protected for as long as they qualify as trade secrets under applicable law.

11.4 Nothing in this Agreement prevents either party from disclosing information to the extent required by law, court order, or regulatory requirement, provided that, where legally permitted, the receiving party gives prompt notice to the disclosing party.

12. PUBLICITY

12.1 Unless expressly restricted in writing, OneMetric may reference Client’s name, logo, and a high-level description of the engagement for portfolio, website, proposal, sales, and marketing purposes, provided that no Confidential Information is disclosed.

13. INTELLECTUAL PROPERTY

13.1 Client retains all right, title, and interest in and to Client Data.

13.2 OneMetric retains all right, title, and interest in and to its Pre-Existing IP, including all frameworks, methodologies, templates, tools, scripts, automations, implementation logic, processes, know-how, internal working files, internal documentation, and solution architecture.

13.3 Subject to full payment of all applicable fees, Client is granted a non-exclusive, non-transferable, non-sublicensable, internal business-use license to use the Deliverables delivered under the applicable SOW for its own internal operations.

13.4 Unless expressly stated otherwise in the applicable SOW, Deliverables do not include OneMetric’s working files, internal notes, internal documentation, solution architecture, implementation approaches, reusable templates, or underlying methods.

13.5 Client may not resell, sublicense, commercially exploit, distribute, or make available the Deliverables to third parties except for its internal affiliates and service providers acting on its behalf for internal business purposes, and only to the extent reasonably necessary for use of the Deliverables.

13.6 Nothing in this Agreement transfers ownership of OneMetric’s Pre-Existing IP or underlying tools, processes, or know-how.

14. LIMITED WARRANTY AND DISCLAIMER

14.1 OneMetric warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

14.2 Unless otherwise stated in the applicable SOW, the warranty period for a Deliverable is thirty (30) days from delivery.

14.3 Client’s exclusive remedy for a valid warranty claim will be re-performance of the non-conforming Services, provided that Client gives written notice during the warranty period describing the alleged non-conformity in reasonable detail.

14.4 This warranty does not apply to issues arising from Client changes, third-party changes, Third-Party Platform limitations, inaccurate or delayed Client inputs, changed requirements, or performance outcomes dependent on market conditions, ad platforms, algorithms, or external systems.

14.5 Except as expressly stated in this Agreement, the Services and Deliverables are provided “as is,” and OneMetric disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or results-based outcomes.

15. LIMITATION OF LIABILITY

15.1 To the maximum extent permitted by law, OneMetric’s total aggregate liability arising out of or relating to this Agreement, all SOWs, and all Services, whether in contract, tort, negligence, strict liability, or otherwise, will not exceed the total fees actually paid by Client to OneMetric under the applicable SOWs during the three (3) month period immediately preceding the event giving rise to the claim.

15.2 In no event will OneMetric be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, or for any loss of profits, loss of revenue, loss of goodwill, loss of opportunity, business interruption, loss of data, or cost of replacement services, even if advised of the possibility of such damages.

15.3 OneMetric will not be liable for failures, delays, interruptions, inaccuracies, or damages arising from Third-Party Platforms, third-party service providers, Client misuse, unauthorized modifications, or Client’s failure to follow recommended implementation practices.

16. NON-SOLICITATION

16.1 During the term of the applicable engagement and for eighteen (18) months thereafter, Client will not directly or indirectly solicit, recruit, hire, engage, or attempt to hire or engage any OneMetric employee, contractor, consultant, or representative who materially participated in providing the Services, except through general solicitations not specifically targeted at such persons.

16.2 If Client breaches this section, OneMetric will be entitled to recover liquidated damages equal to twelve (12) months of the individual’s last annualized compensation or fees, or such other amount as may be enforceable under applicable law. The parties acknowledge that actual damages may be difficult to calculate and that this amount is intended as a reasonable estimate and not a penalty.

17. DISPUTE RESOLUTION

17.1 The parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through executive-level discussions.

17.2 If the dispute is not resolved within fifteen (15) calendar days after written notice requesting escalation, the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its applicable commercial arbitration rules.

17.3 The seat and venue of arbitration will be Delaware, USA, unless the parties agree otherwise in writing.

17.4 Nothing in this section prevents either party from seeking temporary, preliminary, or equitable relief in a court of competent jurisdiction to protect its confidential information, intellectual property, or other rights pending final resolution.

18. GOVERNING LAW AND FORUM

18.1 This Agreement and any dispute arising out of or relating to it will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

18.2 To the extent any matter is permitted to proceed in court, the parties agree to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party waives any objection based on venue or forum non conveniens.

19. MISCELLANEOUS

19.1 This Agreement, together with all SOWs, proposals, exhibits, and Change Orders incorporated into it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, understandings, or agreements relating to that subject matter.

19.2 No amendment to this Agreement will be binding unless made in writing and signed by both parties, except as expressly stated herein with respect to written operational approvals and Change Orders.

19.3 If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

19.4 Client may not assign this Agreement without OneMetric’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets. OneMetric may assign this Agreement to an affiliate or in connection with a merger, reorganization, or sale of substantially all of its assets.

19.5 OneMetric is an independent contractor and not an employee, agent, joint venturer, or partner of Client.

19.6 No delay or failure by either party to exercise any right will constitute a waiver of that right.

19.7 These Terms may be executed or accepted electronically, and electronic signatures and approvals will be deemed valid and binding.

19.8 Provisions relating to payment obligations, confidentiality, intellectual property, limitation of liability, dispute resolution, non-solicitation, accrued rights, and any other provisions that by their nature should survive will survive expiration or termination.

20. NOTICES

20.1 All notices required under this Agreement must be in writing and sent to the designated points of contact specified in the applicable SOW, order form, or written engagement document, and will be deemed received upon confirmed electronic transmission absent an automated delivery failure.