Terms of Service

01Acceptance & eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, do not use the Services.

02The Services & proposals

We provide web design, development, and related growth and marketing services as described on our site and in individual proposals, statements of work, or order forms ("Order"). Each Order, together with these Terms, forms the agreement for that engagement. If an Order conflicts with these Terms, the Order controls for that engagement only. We may modify, suspend, or discontinue any part of the Services at any time.

03Fees, payment & taxes

You agree to pay all fees stated in your Order. Unless stated otherwise:

• deposits and milestone payments are due before the corresponding work begins and are non-refundable (see our Refund & Cancellation Policy);
• invoices are due upon receipt; amounts not paid when due accrue interest at 1.5% per month (or the maximum permitted by law), plus collection and reasonable attorneys' fees;
• we may suspend work or withhold deliverables while any amount is overdue; and
• fees are exclusive of taxes, which are your responsibility (other than taxes on our net income).

You authorize us to charge your payment method on file for amounts due. Chargebacks initiated in violation of the agreement are a breach of these Terms.

04Client responsibilities & content

You agree to provide timely access, feedback, approvals, content, and materials we reasonably need. Delays or incomplete materials may extend timelines and increase fees. You represent and warrant that any content, trademarks, or materials you provide do not infringe third-party rights and comply with applicable law, and you grant us a license to use them to perform the Services. You are responsible for backing up your own data and for the accuracy and legality of content you supply.

05Intellectual property

Final deliverables. Upon our receipt of full payment for an engagement, we assign to you the rights we are able to assign in the final deliverables created specifically for you, excluding the items below.

Our materials. We retain all rights in our pre-existing materials, tools, frameworks, code libraries, templates, know-how, and any general methods or techniques, and in anything developed independently of your engagement. To the extent any such materials are embedded in a deliverable, we grant you a non-exclusive, worldwide, royalty-free license to use them as part of the deliverable, but not to resell or license them separately.

Until paid in full, all deliverables, licenses, and rights remain our property. Third-party assets (fonts, stock media, plugins) are licensed to you under their own terms, which you are responsible for honoring.

Portfolio. We may display the work we performed for you, and identify you as a client, in our portfolio, case studies, and marketing, unless you notify us in writing of a reasonable confidentiality restriction.

06Acceptable use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated by reference. We may suspend or terminate access for any violation, in our sole discretion and without liability.

07Third-party services

The Services may rely on or integrate third-party platforms, hosting, and tools that are governed by their own terms and are outside our control. We are not responsible for the availability, performance, security, or acts or omissions of any third party, and your use of those services is at your own risk.

08Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, SERVICES, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT THEY WILL PRODUCE ANY PARTICULAR RESULT, RANKING, TRAFFIC, REVENUE, OR BUSINESS OUTCOME. See our Disclaimer for more.

09Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, GROWJOLT, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID TO US FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE [NUMBER — e.g. 3] MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. These limitations apply regardless of the theory of liability and form an essential basis of the bargain. Some jurisdictions do not allow certain limitations, so some may not apply to you.

10Indemnification

You agree to defend, indemnify, and hold harmless GROWJOLT and its members, managers, officers, employees, contractors, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your content or materials; (b) your use of the Services or deliverables; (c) your violation of these Terms or applicable law; or (d) your infringement or misappropriation of any third-party right.

11Dispute resolution & arbitration

Please read this section carefully — it affects your legal rights.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by a recognized arbitration provider under its applicable rules, conducted in [ARBITRATION VENUE — COUNTY, STATE], rather than in court, except that either party may bring an individual claim in small-claims court.

Class-action and jury-trial waiver. Disputes will be arbitrated only on an individual basis. YOU AND GROWJOLT WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Time limit. Any claim must be brought within ONE (1) YEAR after it arises, or it is permanently barred, to the extent permitted by law.

Governing law. These Terms are governed by the laws of the State of [GOVERNING-LAW STATE], without regard to conflict-of-laws principles, and, for arbitration, by the Federal Arbitration Act.

12Term, termination & survival

Either party may terminate an engagement as provided in the applicable Order or our Refund & Cancellation Policy. We may suspend or terminate your access immediately for non-payment or breach. Upon termination, you must pay for all work performed and expenses incurred through the termination date. Sections relating to payment, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and any term that by its nature should survive, will survive termination.

13Force majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, third-party platform outages, cyberattacks, or pandemics.

14Miscellaneous

These Terms, together with any applicable Order and the policies incorporated by reference, are the entire agreement between you and us and supersede prior agreements on the subject. If any provision is held unenforceable, the remaining provisions stay in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them freely. Notices to us must be sent to [LEGAL / NOTICES EMAIL] or [MAILING ADDRESS — STREET, CITY, STATE ZIP]. We may update these Terms at any time by posting the revised version; your continued use after changes become effective constitutes acceptance.