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Terms of Service
Effective Date: October 6, 2025
This website and related services are owned and operated by Willow Labs LLC d/b/a Holden Growth Consulting and Propel AI (“Company,” “we,” “us,” or “our”).
Contact:
Email: [email protected]
Mailing Address: 3000 Village Run Road #103-353, Wexford, PA 15090
By accessing or using this website, purchasing any product, or subscribing to or using our software or consulting services, you agree to these Terms of Service (“Terms”). If you do not agree, do not use the Site or Services.
1. Scope
These Terms govern all products and services offered by Willow Labs LLC, doing business as Holden Growth Consulting (“Holden Growth”) and Propel AI (“Propel AI”), including consulting, advisory, strategy, implementation, automation, and software platform services (collectively, the “Services”).
References to “Holden Growth Consulting” or “Propel AI” refer to brands operated by Willow Labs LLC under registered fictitious names (DBAs).
By purchasing Services, accessing the Site, or using the Propel AI platform, you agree to be bound by these Terms.
2. Eligibility & Acceptance
You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Services.
These Terms incorporate by reference our Privacy Policy and any order form, proposal, invoice, subscription order, or Statement of Work (“SOW”) you accept.
3. Definitions
Site – holdengrowthconsulting.com and related pages, subdomains, and associated online properties.
Services – all services we provide, including consulting, advisory, implementation, automation, and access to the Propel AI software platform.
Software – the hosted Propel AI platform environment and related tools, dashboards, and integrations.
Products – digital downloads, templates, or similar materials made available for purchase.
Deliverables – specific work product we create for you under an accepted SOW or project (e.g., strategy documents, automations, landing pages).
Client Materials – content, data, trademarks, assets, or other materials you supply to us.
Customer Data – your end-user, prospect, or customer data entered into or processed through the Software.
You / Client / User – the individual or legal entity accessing or using our Services.
4. Changes to Terms
We may update these Terms from time to time. The “Effective Date” above reflects the date of the latest revision. If we make material changes, we will provide at least ten (10) days’ notice by email or by posting a notice on the Site. Your continued use of the Services after an update constitutes acceptance of the revised Terms.
5. Acceptable Use
You agree not to:
(a) violate any law or third-party rights;
(b) upload malware or attempt unauthorized access;
(c) copy, scrape, or reverse-engineer the Software;
(d) send spam or unsolicited messages;
(e) misrepresent your affiliation; or
(f) interfere with system integrity or performance.
We may suspend or terminate access for violations.
6. No Professional Advice
Our Services provide business consulting and educational information only. We are not attorneys, CPAs, or licensed financial, legal, or tax advisors. Nothing on the Site or in the Services constitutes legal, tax, or investment advice.
7. Orders, Pricing, & Payment
Orders / SOWs. Services are delivered according to an accepted proposal, SOW, invoice, or Subscription Order specifying scope, fees, and term.
Fees & Authorization. You authorize us (and our processors) to charge all amounts due using the payment method you provide.
Recurring Billing. Software subscriptions renew automatically for successive monthly or annual terms unless canceled at least five (5) days before the end of the current billing cycle.
Late Payments. Overdue balances may accrue interest at 1.5% per month (or the maximum permitted by law) plus any collection costs.
Expenses & Taxes. You agree to reimburse approved out-of-pocket expenses and remain responsible for applicable taxes (excluding our income taxes).
Refunds. Consulting Services are non-refundable once performed. Digital Products and Software subscriptions are non-refundable after access is granted. Termination of a subscription does not entitle you to a refund for any prepaid or partially used term.
Chargebacks. You agree to contact us first to resolve any billing disputes. We may contest chargebacks by providing proof of authorization and delivery.
8. Software License & Access
Subject to payment of all applicable fees and your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the hosted Propel AI Software for your internal business purposes (or, if expressly permitted in your Subscription Order, for your end clients).
You may not copy, modify, reverse-engineer, decompile, rent, lease, resell, or create derivative works of the Software.
Beta Features. Certain features may be released in beta or limited preview and are provided “as is.” We may modify or discontinue them at any time without liability.
Third-Party Platform Providers
The Software is built upon licensed third-party infrastructure and integrations (“Platform Services”). We configure, manage, and brand these Platform Services for your use but do not own or control their underlying code or infrastructure. Your use of the Software is governed by these Terms and any additional end-user terms required by those providers. We are not responsible for outages or data loss caused by Platform Services.
9. Subscription Term & Termination
Subscriptions continue until canceled or terminated.
Software Subscriptions (Propel AI).
For software subscriptions, you may cancel at least five (5) days before the end of the current billing cycle to avoid renewal.
Consulting & Retainer Services.
For consulting retainers or recurring managed-service engagements, either party may terminate with thirty (30) days’ written notice, effective at the end of the current billing cycle.
Termination for Cause.
We may suspend or terminate immediately for non-payment, misuse, or breach of these Terms.
Effect of Termination.
Upon termination, your Software license ends and access will be disabled. All fees accrued are immediately due.
Sections 9, 11, 12, 13, 15–18, 20–24 survive termination.
10. Customer Data Ownership & Portability
You own all Customer Data entered into the Software. We process it only to operate, support, and improve the Software.
Upon termination, you may request export of Customer Data within thirty (30) days; after that, data may be permanently deleted.
We implement administrative, technical, and physical safeguards designed to protect Customer Data (e.g., encryption in transit and limited access controls) but cannot guarantee absolute security.
11. Service Levels Maintenance
We use commercially reasonable efforts to maintain 99% uptime, excluding maintenance, force majeure, and third-party outages.
We make no SLA or uptime warranty.
12. Confidentiality
Each party may receive Confidential Information of the other and agrees to use it only for performance under these Terms and to protect it with reasonable care. Confidential Information does not include Customer Data, which is governed by Section 10 and our Privacy Policy.
This obligation survives termination.
13. Intellectual Property & Licenses
Our IP. The Site, Software, and related materials remain our property or that of our licensors.
Deliverables (Consulting Work Product). Upon full payment of all fees for a specific Statement of Work or project, you receive a non-exclusive, perpetual, worldwide license to use the Deliverables created for that project for your internal business purposes. This perpetual license applies only to standalone work product delivered under a consulting engagement and does not include or extend to any hosted software or subscription-based tools.
Software (Subscription Access). Access to the Propel AI platform and any hosted or managed features is provided under a revocable, subscription-based license as described in Section 8 (Software License & Access). Your right to use the Software ends when your subscription or account is terminated or expires.
Background IP. Our methods, templates, automations, and code remain ours.
Client Materials. You grant us a license to use Client Materials as needed to perform Services.
Feedback. You grant us a royalty-free right to use suggestions or feedback to improve our offerings.
14. Publicity
Unless you opt out in writing, we may list your business name and logo as a client or case-study reference. You may opt out at any time by emailing [email protected].
15. Third-Party Services & Links
We may link or integrate third-party tools (e.g., payment processors, analytics). Their terms and privacy policies apply; we are not responsible for their actions or content.
16. Warranties & Disclaimers
We warrant that Services will be performed in a professional and workmanlike manner.
Except as expressly stated, the Site, Software, and Products are provided “AS IS” and “AS AVAILABLE.” We disclaim all implied warranties, including merchantability and fitness for a particular purpose. We do not guarantee specific business or revenue outcomes.
17. Indemnification
By You. You will indemnify and defend us against claims arising from (a) your use of the Site, Software, or Services in violation of these Terms or law; (b) Customer Data or Client Materials; or (c) your breach of these Terms.
By Us. We will indemnify you against third-party claims alleging that our Deliverables (excluding Client Materials or third-party components) infringe U.S. IP rights, provided you promptly notify us and allow us to control the defense. Our obligation may be to modify, replace, or refund fees for the affected Deliverable.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) Neither party is liable for indirect, incidental, consequential, or special damages, even if advised of the possibility.
(b) Our total cumulative liability shall not exceed fees paid by you in the preceding 12 months.
These limits do not apply to payment obligations, indemnities, or willful misconduct.
19. Data Protection & Privacy
Our Privacy Policy explains how we collect and process personal data across Holden Growth Consulting and the Propel AI platform and forms part of these Terms.
You are responsible for complying with privacy laws applicable to your business and Customer Data.
20. Force Majeure
Neither party is liable for failure or delay due to causes beyond reasonable control, including acts of God, internet outages, or government actions.
21. Governing Law & Venue
These Terms are governed by the laws of the Commonwealth of Pennsylvania.
For actions not subject to arbitration, you consent to exclusive jurisdiction in the state and federal courts of Allegheny County, Pennsylvania.
22. Arbitration & Class Action Waiver
This clause applies to disputes relating to both Holden Growth Consulting and Propel AI.
Except for (i) small-claims court actions under $10,000, or (ii) claims seeking injunctive relief for IP or confidentiality breaches, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Rules.
Venue: Pittsburgh, Pennsylvania (or virtual by agreement).
Language: English.
Class Action & Jury Waiver. You and we waive any right to a jury trial or class action. Arbitration shall be conducted individually.
Opt-Out. You may opt out within 30 days by emailing [email protected] with “Arbitration Opt-Out” in the subject line.
Attorney’s Fees. The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs.
23. Assignment
You may not assign these Terms without our written consent. We may assign them to an affiliate or successor in connection with a merger or sale.
24. Notices & Electronic Communications
We may provide notices by email or posting on the Site. You consent to receive electronic communications from us, which satisfy legal “in writing” requirements.
25. Entire Agreement & Severability
These Terms, together with any SOW, Subscription Order, and our Privacy Policy, constitute the entire agreement and supersede prior communications.
If any provision is found invalid, the remainder remains enforceable.
Our failure to enforce any provision is not a waiver of our right to enforce it later.
Questions?
Email: [email protected]
Mailing Address: 3000 Village Run Road #103-353, Wexford, PA 15090
© 2025 Willow Labs LLC d/b/a Holden Growth Consulting and Propel AI – All rights reserved.
