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Terms of Service

Grid&Glow LLC — Web Development & Digital Marketing Agreement · February 2026

These terms apply globally to all clients. By submitting this form, you acknowledge and agree to these terms.

1. Scope of Work & Services

Website Development: Project scope, features, and deliverables are defined in the signed proposal. Any work outside the defined scope requires a written change order and may incur additional fees. We reserve the right to decline changes that materially alter the agreed timeline or project complexity.

UI/UX Design: We provide professional user interface (UI) and user experience (UX) design tailored to your industry and target audience. Design decisions are based on best practices, usability standards, and brand alignment.

Marketing Services: Digital marketing services (SEO, PPC, social media advertising, content marketing) are provided on a best-efforts basis. We do not and cannot guarantee specific results, rankings, traffic volumes, conversion rates, leads, or revenue.

2. Client Responsibilities

Client must provide all required materials in a timely manner: content (text, images, videos, logos), brand assets, login credentials, legal documents, and approvals. All content must be provided in digital format suitable for web use.

Client designates one primary point of contact for approvals and communication. Delays in providing materials or approvals will extend the project timeline proportionally. Client warrants that all provided content is owned by Client or properly licensed, and does not infringe on third-party intellectual property rights.

For marketing services, Client must maintain reasonable website uptime, respond to optimization recommendations, and provide access to necessary accounts (Analytics, Search Console, Ad Accounts).

3. Payment Terms — Global

Development Projects: Payment schedule: 40% deposit upon signing, 30% upon design approval, 30% before website launch. Deposits are non-refundable under any circumstances.

Currency & Methods: All prices in USD. Payment methods: credit/debit card, ACH (US), bank wire transfer, Zelle (US), PayPal. Client is responsible for all transaction fees, currency conversion fees, and international transfer fees.

Invoices: Due within 7 calendar days of issue. Late payments incur 1.5% monthly interest (18% annually). Projects are paused if payment is 14+ days overdue. Final deliverables (files, source code, credentials) are released only after full payment.

Taxes: Client is responsible for all applicable taxes including sales tax (US), VAT (EU/UK), GST (Canada/Australia/India), or other consumption taxes. International clients must provide tax ID if exempt.

Refunds: Deposits and setup fees are non-refundable. Refunds for other fees are at our sole discretion and only for undelivered work.

Chargebacks & Payment Disputes: If Client initiates a credit card chargeback, PayPal dispute, or any payment reversal after services have been rendered, Client is liable for: (a) the full disputed amount; (b) a $150 chargeback handling fee per dispute; (c) any legal or collection costs incurred. We reserve the right to immediately suspend all active services and revoke access to deliverables, staging sites, and credentials upon initiation of a dispute that we determine to be fraudulent or made in bad faith.

4. Revisions & Change Requests

Each package includes a specified number of revision rounds (see proposal). A "revision round" means one consolidated set of written feedback submitted within 5 business days of receiving deliverables.

Additional revision rounds are billed at $85/hour (1-hour minimum). Once a design or phase is approved in writing, it is considered final. Subsequent changes to approved work constitute new revision rounds and incur additional fees.

Scope creep (requests beyond original scope) will be quoted separately. We reserve the right to decline revision requests that fundamentally alter the approved design or project direction.

5. Timeline & Project Delays

Estimated timelines begin after deposit receipt AND all required content/materials are provided. Timelines are estimates, not guarantees. We are not liable for delays caused by: client delays in providing content/approvals, third-party service disruptions, force majeure events, or technical issues beyond our control.

Projects inactive for 60+ days (due to client non-responsiveness) incur a $250 reactivation fee. Projects with no client communication for 90+ days may be considered abandoned, with all fees non-refundable and files archived.

If Client fails to provide content or feedback within 30 days of request, we may consider the project complete with remaining balance due.

6. Intellectual Property Rights

Upon Full Payment: Client receives ownership of custom website design, written content created by us, and website code specific to the project.

We Retain: (a) Rights to use project in our portfolio and marketing materials; (b) All proprietary tools, frameworks, code libraries, and development methodologies; (c) All rights if payment is not received in full.

Third-Party Assets: Themes, plugins, fonts, stock photos, icons, and other licensed assets remain under their original licenses. Client must maintain active licenses for premium assets. We are not responsible if third-party licenses expire or are revoked.

Open Source: Websites may use open-source software (WordPress, Shopify themes, libraries) governed by their respective licenses (GPL, MIT, etc.).

Portfolio & Attribution: We reserve the right to display completed projects in our portfolio, case studies, social media, and marketing materials. Unless agreed otherwise in writing, we may include a discreet "Designed by Grid&Glow" or "Built by Grid&Glow" credit in the website footer or source metadata. Client may request removal in writing after full payment; removal of attribution may be subject to a fee as specified in the proposal.

7. Third-Party Services & Integrations

Hosting, domain registration, SSL certificates, Shopify subscriptions, payment gateways, email services, CRM platforms, and marketing tools are billed separately by their providers. We assist with setup and configuration but do not control pricing, terms of service, uptime, or policy changes.

Client is responsible for paying third-party services directly and maintaining active subscriptions. We are not liable for service disruptions, price increases, feature deprecations, or data loss caused by third-party providers.

Integrations with third-party APIs may break due to API changes, deprecations, or policy updates. Fixing broken integrations caused by third-party changes may incur additional development fees.

Domain Ownership: All domain names are registered in Client's name using Client's own registrar account (e.g., GoDaddy, Namecheap, Google Domains). Client is solely responsible for domain renewal, DNS management, and any fees charged by the registrar. We are not liable for website downtime, data loss, or business interruption resulting from domain expiration or registrar issues. We may assist with DNS configuration but do not act as a domain registrar or custodian.

8. Maintenance & Support Plans

Maintenance plans are billed monthly in advance. Plans auto-renew until canceled. Cancellation requires 30 days written notice. Unused update requests do not roll over to subsequent months.

An "update request" means one batch submission that may include multiple related changes. Complex requests may count as multiple requests or be quoted separately. Emergency support outside business hours may incur additional fees.

Maintenance pricing may increase with 60 days advance notice. Maintenance does not cover: major redesigns, new feature development, third-party plugin/service fees, or issues caused by client modifications.

9. Marketing Services Terms

Ad Budgets: Paid directly to advertising platforms (Google Ads, Meta Ads). We do not handle ad spend—only campaign management. Client must have active ad accounts or authorize us to create them.

Management Fees: Cover strategy, campaign setup, ad creation, targeting, optimization, A/B testing, and monthly reporting. Management fees are separate from ad spend and non-refundable.

Performance: We provide professional campaign management but do NOT guarantee click-through rates (CTR), conversion rates, cost-per-click (CPC), cost-per-acquisition (CPA), return on ad spend (ROAS), or profitability. Results vary based on dozens of factors including ad quality, landing page UX, offer competitiveness, audience targeting, bidding strategy, and market conditions.

SEO Timeline: Organic search results typically require 3–6 months minimum. Algorithm updates (Google Core Updates) can positively or negatively impact rankings unpredictably. We optimize according to current best practices but cannot control search engine algorithms.

Content Marketing: Blog posts and articles are written for SEO and engagement. We do not guarantee viral reach, backlinks from high-authority sites, or first-page rankings for competitive keywords.

Reporting: Monthly reports include key metrics (traffic, impressions, clicks, conversions where trackable). Reports are informational and do not constitute guarantees of future performance.

10. Warranties & Disclaimers

30-Day Bug Warranty: We provide a 30-day post-launch warranty covering functional bugs and errors in our code. Bugs caused by client modifications, third-party plugins, or hosting issues are not covered.

No Warranties For: Specific traffic levels, conversion rates, revenue, lead volume, search rankings, social media growth, uptime (dependent on hosting), compatibility with all browsers/devices, or freedom from third-party vulnerabilities.

After 30 Days: All services provided "AS IS" without warranty of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

Web Accessibility (ADA/WCAG): Unless explicitly stated in the signed proposal, we do not warrant that delivered websites comply with the Americans with Disabilities Act (ADA), Section 508, or Web Content Accessibility Guidelines (WCAG 2.1 AA/AAA). Achieving and maintaining accessibility compliance is Client's responsibility. We are not liable for any claims, lawsuits, fines, or settlements arising from alleged accessibility violations. Full accessibility audits and remediation are available as a separate billable service.

Marketing Disclaimer: We do not warrant or guarantee any specific outcomes from SEO, PPC, social media, or content marketing services. Past performance does not indicate future results.

11. Limitation of Liability — CRITICAL

Maximum Liability: Our total liability for any claim arising from this agreement is limited to the total amount paid by Client for the specific service giving rise to the claim, not to exceed the total project value.

Excluded Damages: We are NOT liable for indirect, incidental, special, consequential, or punitive damages including but not limited to: lost revenue, lost profits, lost business opportunities, lost data, reputational harm, business interruption, or cost of substitute services—even if advised of the possibility of such damages.

Marketing Losses: We are not liable for underperforming ad campaigns, wasted ad spend, missed opportunities, algorithm changes, account suspensions, or any financial losses related to marketing services.

Third-Party Actions: Not liable for third-party service failures, data breaches at third-party providers, hosting downtime, domain expiration, payment processor issues, or actions of platform providers (Google, Meta, Shopify, etc.).

12. Indemnification

Client agrees to indemnify, defend, and hold harmless Grid&Glow LLC, its owners, employees, and contractors from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) content provided by Client that infringes intellectual property rights; (b) Client's use or misuse of the website or services; (c) breach of this agreement by Client; (d) end-user claims related to Client's products, services, or business practices; (e) violation of applicable laws or regulations by Client.

13. Confidentiality

Both parties agree to keep confidential information secret for 2 years after project completion. Confidential information includes: business strategies, customer data, financial information, login credentials, proprietary processes, and trade secrets. Exceptions: information already public, independently developed, or required by law to disclose.

14. Data Protection & Privacy — Global Compliance

GDPR (EU/EEA/UK): For clients in the European Economic Area or United Kingdom, we act as a data processor. Client is the data controller responsible for compliance with GDPR, including obtaining user consent, providing privacy policies, and honoring data subject rights.

CCPA (California): We do not sell personal information. California residents have rights to access, delete, and opt-out of data sharing.

PIPEDA (Canada): Compliant with Canadian privacy laws for collection, use, and retention of personal data.

Other Jurisdictions: Client is responsible for compliance with local data protection laws (Australia Privacy Act, India IT Act, Brazil LGPD, etc.).

We implement reasonable security measures but cannot guarantee absolute security. Client is responsible for implementing appropriate privacy policies, cookie consent mechanisms, and terms of use on their website.

15. Termination

By Client: Requires 14 days written notice. Client must pay for all completed work. Deposits and setup fees are non-refundable. Source files and credentials provided only after final payment.

By Us: Immediate termination if: (a) Client is 30+ days past due on payment; (b) Client is unresponsive for 30+ days; (c) Client engages in abusive, threatening, or harassing behavior; (d) Client uses services for illegal activities.

Effect: Upon termination, Client's access to work-in-progress files, staging sites, and proprietary tools is revoked. We may delete staging sites and drafts 14 days after termination.

Surviving Provisions: Payment obligations, intellectual property rights, confidentiality, indemnification, liability limitations, and dispute resolution survive termination.

16. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control: natural disasters, pandemics, war, terrorism, government actions, strikes, power outages, internet disruptions, cyberattacks, or failures of third-party infrastructure. Affected party must notify the other promptly and make reasonable efforts to mitigate impact. If force majeure continues 60+ days, either party may terminate without penalty.

17. Dispute Resolution

Good Faith Negotiation: Parties agree to attempt resolution through good faith negotiation for 30 days before formal proceedings.

Mediation: If negotiation fails, parties agree to mediation (costs shared equally) before pursuing arbitration or litigation.

Arbitration: Any unresolved disputes will be settled by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, conducted in English, with one arbitrator. Judgment on the award may be entered in any court with jurisdiction.

Exception: Either party may pursue claims in small claims court if claim qualifies.

Class Action Waiver: Both parties waive the right to participate in class actions, class arbitrations, or representative actions. Disputes must be resolved individually.

18. Governing Law & Jurisdiction

United States Clients: Governed by the laws of the state where Grid&Glow LLC is registered, without regard to conflict of law principles. Federal Arbitration Act applies to arbitration.

International Clients: This agreement is governed by United States law and the state of Grid&Glow LLC's registration. UN Convention on Contracts for the International Sale of Goods (CISG) does NOT apply.

Jurisdiction: For matters not subject to arbitration, parties consent to jurisdiction in the state and federal courts located in the state of Grid&Glow LLC's registration.

Language: This agreement is executed in English. Any translations are for convenience only; English version controls.

19. General Provisions

Entire Agreement: This Terms of Service document plus the signed proposal constitute the entire agreement and supersede all prior negotiations, representations, or agreements.

Amendments: Modifications must be in writing and signed by both parties. We may update these terms with 30 days notice; continued use constitutes acceptance.

Severability: If any provision is found unenforceable, remaining provisions remain in effect.

No Waiver: Failure to enforce any right does not waive that right. Waivers must be in writing.

Assignment: Client may not assign this agreement without prior written consent. We may assign to affiliates or successors.

Notices: All formal notices must be in writing via email to the addresses provided in the proposal or to hello@gridandglow.com. Notices are effective upon confirmed delivery.

Informal Communications: Messages sent via informal channels — including but not limited to Slack, WhatsApp, iMessage, Instagram DMs, Facebook Messenger, Telegram, or verbal conversations — do NOT constitute binding agreements, approved scope changes, or formal notices. Any agreed change to scope, pricing, or timeline must be confirmed in writing via email by an authorized representative of Grid&Glow LLC to be enforceable.

Independent Contractors: Parties are independent contractors; no partnership, joint venture, or employment relationship is created.

Subcontractors: We may engage qualified subcontractors or freelancers to perform portions of the work. We remain solely responsible for the quality, delivery, and confidentiality of all contracted services. All subcontractors are bound by confidentiality obligations equivalent to those in Section 13.

20. Marketing Services Disclaimer

NO GUARANTEES: Marketing performance is influenced by numerous factors beyond our control including but not limited to: market competition, industry trends, algorithm changes (Google, Meta, etc.), seasonality, economic conditions, ad platform policies, audience behavior, budget constraints, content quality, website performance, and client responsiveness.

SEO Services: Search engine optimization typically requires 3–6 months minimum to show measurable results. Rankings fluctuate based on algorithm updates and competitor activity. We optimize for best practices but cannot guarantee top positions for any keyword.

Paid Advertising (PPC): Ad performance estimates (impressions, clicks, leads) are approximations based on industry averages and historical data. Actual results vary significantly. Cost-per-click (CPC) and cost-per-acquisition (CPA) depend on auction dynamics, competition, quality score, and ad relevance. You pay ad platforms (Google, Meta) directly; our management fee covers campaign setup, monitoring, optimization, and reporting—not results.

Social Media Marketing: Reach, engagement, and follower growth depend on content quality, platform algorithms, posting frequency, and audience interest. Viral success cannot be engineered or guaranteed.

Effort vs. Results: We commit to professional execution, strategic planning, continuous optimization, and transparent reporting. We do NOT guarantee conversions, sales, qualified leads, or return on investment (ROI). Marketing is an investment with inherent risk.

21. Acceptable Use

Client agrees not to use our services to create, promote, or distribute: (a) content that is illegal under applicable local, national, or international law; (b) content that infringes intellectual property rights of any third party; (c) hate speech, discriminatory material, or content targeting individuals based on race, gender, religion, nationality, or other protected characteristics; (d) malware, spyware, phishing schemes, or other malicious code; (e) unauthorized financial services, pyramid schemes, or fraudulent activities; (f) adult, explicit, or gambling content without verified licenses and demonstrated regulatory compliance. We reserve the right to refuse, pause, or immediately terminate any project that violates these terms, without obligation to refund fees already paid.

22. Electronic Acceptance

By clicking "Submit Inquiry," Client provides an electronic acknowledgment that is legally binding under the Electronic Signatures in Global and National Commerce Act (E-Sign Act, 15 U.S.C. § 7001 et seq.) and equivalent international electronic signature laws. This electronic acceptance carries the same legal weight as a handwritten signature and constitutes binding agreement to all terms herein.

23. Contact Information

For questions about these Terms of Service, formal notices, or any inquiries related to your project:

Email: hello@gridandglow.com
Contact Form: gridandglow.com/pages/contact
Response Time: We respond to all inquiries within 1–2 business days.

24. Acceptance

By clicking "Submit Inquiry" below, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. A full contract incorporating these terms will be provided before project commencement and requires signature.