TERMS AND CONDITIONS

1. Introduction

These Terms and Conditions ("Terms") govern the purchase and use of training, advisory, educational and related services provided by Ciellos, Inc. ("Ciellos", "we", "us" or "our") through the Microsoft GrowthLab Program (“Program”) and associated online platforms, and form a legally binding agreement between the participant organization purchasing access to the Program ("Participant") and Ciellos, Inc.

By registering for the Program, clicking "I Accept," or making payment through the Program website, the Participant agrees to be bound by these Terms.

2. Program Description
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The Program is designed to provide business, sales, marketing, leadership, operational, and technical training, workshops, coaching, advisory services, educational content, downloadable materials, webinars, mentoring sessions, and related enablement activities for Microsoft Partners.

Ciellos provides only those services, training sessions, workshops, materials and advisory activities specifically identified as being offered by Ciellos. Other GrowthLab participants or service providers may offer separate services under separate contractual arrangements to which Ciellos is not a party.

The Program may include content or services contributed by third-party subject matter experts, trainers, facilitators, and content providers.

Ciellos reserves the right to modify, update, replace, or discontinue Program content, schedules, instructors, delivery methods, or materials as reasonably necessary.

Participation in the Program does not guarantee any business outcome, revenue increase, certification, accreditation, partnership status, funding, grants, customer acquisition, or commercial success.

3. Contract Formation

A binding agreement is formed when:
      (a) the Participant completes registration;
      (b) payment is successfully processed; and
      (c) the Participant electronically accepts these Terms.

The Participant represents and warrants that the individual accepting these Terms has authority to bind the Participant organization.

Electronic acceptance shall have the same legal force and effect as a handwritten signature.

4. Fees and Payment

Program fees are displayed during registration and checkout.

Ciellos acts as the contracting party solely with respect to the services, training programs, workshops, materials and other offerings purchased from Ciellos.

All payments shall be processed through Ciellos’s designated payment processor, including Stripe or any successor provider.

Payments made through the applicable checkout process relate solely to Ciellos offerings. Any fees payable to third-party providers participating in the GrowthLab program are governed by separate agreements between the Participant and such providers.

All fees are non-refundable except as expressly provided in these Terms or as required by applicable law.

The Participant is responsible for all applicable taxes, duties, levies, VAT, GST, sales taxes, withholding taxes, and similar governmental charges associated with participation in the Program.

If any payment is declined, reversed, charged back, disputed, or otherwise not received, Ciellos may suspend or terminate access to Program content until payment issues are resolved.

4A. Independent Service Providers

‍The Microsoft GrowthLab program may feature services, content and offerings provided by multiple independent providers.

Each provider contracts separately with Participants unless expressly stated otherwise.

Ciellos is not responsible for:

Any claims relating to services supplied by another provider must be directed to that provider.

5. Access Rights

‍Subject to payment of applicable fees, the Participant receives a limited, non-exclusive, non-transferable, revocable right to access and use the Program solely for its internal business purposes.

The Participant shall not:

6. Intellectual Property

All Program materials, presentations, documents, videos, frameworks, methodologies, templates, training content, recordings, reports, assessments, and associated intellectual property remain the exclusive property of Ciellos and/or its content providers.

Intellectual property owned by third-party providers remains the property of the applicable provider and is subject to any separate terms imposed by that provider.

Nothing in these Terms transfers ownership of any intellectual property to the Participant.

The Participant retains ownership of its pre-existing intellectual property and any information provided by the Participant during Program activities.

The Participant grants Ciellos and participating content providers a limited right to use Participant-submitted information solely for delivering the Program.

Any ideas, know-how, concepts, techniques, methods, skills, experience, lessons learned, business insights, and general knowledge developed or acquired during delivery of the Program shall remain the property of the party developing them.

7. Confidentiality

Each party shall protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information includes non-public business, commercial, operational, financial, technical, strategic, and proprietary information disclosed in connection with the Program.

Confidential Information does not include information that:
      (a) is publicly available;
      (b) was already lawfully known by the receiving party;
      (c) is independently developed without use of confidential information; or
      (d) is received from a third party without confidentiality restrictions.

The confidentiality obligations survive for three (3) years following termination of participation.

8. Data Protection

Each party shall comply with applicable privacy and data protection laws.

Ciellos may collect and process personal information required to administer the Program, process payments, communicate with Participants, and provide Program services.

Participant information may be shared with relevant content providers solely to facilitate Program delivery.

Ciellos’s Privacy Policy is incorporated into these Terms by reference.

Ciellos is responsible only for personal data processed by or on behalf of Ciellos in connection with the services provided by Ciellos.

Other providers participating in the GrowthLab program are independently responsible for their own processing activities.  

9. Third-Party Content Providers

The Microsoft GrowthLab Program may include content, training, workshops or services provided by independent third parties.

Such providers operate independently of Ciellos and may require Participants to enter into separate contractual arrangements.

Ciellos makes no representation or warranty regarding services provided by third parties and shall have no responsibility or liability arising from such services.

10. Warranties Disclaimer

THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, CIELLOS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, OR RESULTS.

CIELLOS DOES NOT WARRANT THAT PROGRAM CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR ANY SPECIFIC BUSINESS OBJECTIVE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

12. Indemnification

The Participant shall indemnify and hold harmless Ciellos and its affiliates, officers, employees, contractors, trainers, facilitators, and content providers from claims arising from:

13. Program Changes and Cancellation

Ciellos may modify Program schedules, content, instructors, delivery methods, or Program structure.

Ciellos may cancel or postpone sessions where reasonably necessary.

Where a Program is cancelled in its entirety before delivery commences, the Participant's sole remedy shall be a refund of fees paid for the cancelled portion. Ciellos may modify or discontinue Ciellos-provided offerings.

Ciellos has no obligation regarding the availability, modification, cancellation or continuation of offerings provided by third parties.

14. Suspension and Termination

‍Ciellos may suspend or terminate participation immediately if:

Sections relating to payment obligations, intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution shall survive termination.

15. Governing Law and Dispute Resolution

‍These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding conflict-of-law principles.

Any dispute arising out of or relating to these Terms shall be submitted to the state or federal courts located in Georgia, USA, and each party irrevocably submits to the jurisdiction of such courts.

16. Miscellaneous

These Terms constitute the entire agreement between the parties regarding the Program.

No failure or delay in exercising any right shall constitute a waiver.

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

The Participant may not assign its rights or obligations without Ciellos’s prior written consent.

Ciellos may assign these Terms as part of a merger, acquisition, corporate reorganization, or sale of substantially all assets.