Terms of Service

1. Acceptance of Terms

By engaging our services, signing a service agreement, submitting a form on our website, or otherwise using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use our services.

We reserve the right to update or modify these Terms at any time. Material changes will be communicated via email to active clients or posted on our website. Your continued use of our services after such changes constitutes acceptance of the updated Terms.

2. Description of Services

Growth + Grace Digital Labs LLC provides comprehensive digital marketing and growth strategy services, including but not limited to:

2.1 Digital Marketing Services

• Search Engine Optimization (SEO), Generative Engine Optimization (GEO), Answer Engine Optimization (AEO), and AI Optimization (AIO)
• Pay-Per-Click (PPC) advertising and paid media management across Google Ads, Meta Ads, LinkedIn Ads, and other platforms
• Social media marketing and management
• Content creation, blogging, and content strategy
• Email and SMS marketing campaigns
• Reputation management and review generation
• Marketing strategy and consulting

2.2 CRM & Marketing Platform Services

• CRM and pipeline management setup and administration
• Marketing automation and workflow building
• Funnel and landing page creation
• AI-powered chatbot configuration and management
• Call tracking and recording setup
• Invoicing, payments, proposals, and estimates
• Membership sites, courses, and client portals
• Forms, surveys, and lead capture tools

2.3 AI-Powered Tools & Services

• AI chatbot implementation and management for customer service
• AI-driven content generation and optimization
• AI-enhanced analytics and reporting

2.4 Website Development

• Website design, development, and redesign
• UX/UI design and optimization
• Web hosting and maintenance
• Landing page and funnel development

Specific services, deliverables, timelines, and fees will be outlined in individual service agreements, proposals, or statements of work executed between the parties.

3. Client Responsibilities

As a client of Growth + Grace Digital Labs LLC, you agree to the following responsibilities:

• Accurate Information: You will provide accurate, complete, and current information required for the performance of our services, including business details, account credentials, brand assets, and target audience information.
• Timely Feedback: You will provide timely feedback, approvals, and responses to communications. Delays in client feedback may result in corresponding delays to project timelines and deliverables.
• Content Rights: You represent and warrant that all content, materials, images, logos, trademarks, and other assets you provide to us are owned by you or that you have the necessary rights, licenses, and permissions to use and authorize our use of such materials in connection with our services.
• Compliance: You are responsible for ensuring that your business operations, products, services, and the use of our deliverables comply with all applicable local, state, federal, and international laws, regulations, and industry standards.
• Account Security: You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account.

4. Intellectual Property

4.1 Agency Ownership

All intellectual property created by Growth + Grace Digital Labs LLC in the course of providing services — including but not limited to designs, code, copy, strategies, frameworks, templates, processes, methodologies, and proprietary tools — shall remain the exclusive property of the Agency until full payment has been received for the applicable services.

4.2 License to Client

Upon receipt of full payment for completed services, the Client is granted a non-exclusive, non-transferable, perpetual license to use the deliverables produced under the applicable service agreement for the Client's business purposes. This license does not include the right to resell, redistribute, or sublicense the deliverables without the Agency's prior written consent.

4.3 Portfolio & Showcase Rights

Growth + Grace Digital Labs LLC retains the right to display, reference, and showcase work performed for the Client in our portfolio, case studies, marketing materials, website, and social media channels, unless otherwise agreed upon in writing. Client logos and general project descriptions may be used for promotional purposes.

4.4 Pre-Existing Materials

Each party retains ownership of its pre-existing intellectual property. Any pre-existing tools, templates, frameworks, or methodologies used by the Agency in the course of providing services remain the exclusive property of the Agency.

5. Payment Terms

5.1 Invoicing

Fees for services will be outlined in the applicable service agreement, proposal, or statement of work. Invoices will be issued according to the payment schedule specified in the service agreement (e.g., monthly, upon milestone completion, or upon project completion).

5.2 Payment Due Date

Unless otherwise specified in the service agreement, all invoices are due and payable within fifteen (15) days of the invoice date. We accept payment via credit card, ACH transfer, and other methods as specified on the invoice.

5.3 Late Payment

Invoices not paid within the specified due date are subject to a late payment fee of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is less, calculated on the outstanding balance from the due date until paid in full.

5.4 Suspension of Services

Growth + Grace Digital Labs LLC reserves the right to suspend or pause all services if payment is not received within thirty (30) days past the due date. Services will resume upon receipt of all outstanding payments, including any applicable late fees. The Agency is not responsible for any negative consequences resulting from service suspension due to non-payment.

5.5 Collection Costs

In the event that collection efforts are required for overdue amounts, the Client agrees to pay all reasonable costs of collection, including but not limited to attorney fees, court costs, and collection agency fees.

6. Service Level & Performance

6.1 No Guaranteed Results

Digital marketing inherently involves variables beyond the control of any agency. Growth + Grace Digital Labs LLC does not guarantee specific results, including but not limited to specific search engine rankings, website traffic levels, lead volumes, conversion rates, revenue targets, or return on investment.

6.2 Estimates & Projections

Any metrics, projections, estimates, or forecasts provided by the Agency are based on industry benchmarks, historical data, and professional experience. They are provided as good-faith estimates only and should not be interpreted as guarantees or promises of specific performance outcomes.

6.3 Results Variability

Marketing results vary significantly based on factors including but not limited to industry, market conditions, competition, budget, seasonality, client cooperation, content quality, product/service quality, algorithm changes by search engines and social platforms, and broader economic conditions.

6.4 Professional Standards

The Agency commits to performing all services with reasonable care, skill, and diligence consistent with industry best practices and professional standards in the digital marketing field.

7. Limitation of Liability

7.1 Liability Cap

To the maximum extent permitted by applicable law, the total cumulative liability of Growth + Grace Digital Labs LLC arising out of or related to these Terms or our services shall not exceed the total fees actually paid by the Client to the Agency during the twelve (12) month period immediately preceding the event giving rise to the claim.

7.2 Exclusion of Damages

In no event shall Growth + Grace Digital Labs LLC be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, business opportunities, or anticipated savings, regardless of the cause of action or the theory of liability, even if the Agency has been advised of the possibility of such damages.

7.3 Third-Party Platform Changes

The Agency shall not be liable for any losses, damages, or negative impacts resulting from changes to third-party platforms, including but not limited to algorithm updates, policy changes, feature deprecations, account suspensions, or service modifications by Google, Meta (Facebook/Instagram), LinkedIn, Microsoft, Apple, Amazon, TikTok, or any other third-party platform or service provider.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless Growth + Grace Digital Labs LLC, its owners, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to:

• Content, materials, images, or other assets provided by the Client to the Agency, including any claims of intellectual property infringement, defamation, or violation of privacy rights
• The Client's use of deliverables in a manner not authorized by these Terms or the applicable service agreement
• Trademark, copyright, or other intellectual property disputes related to materials provided by the Client
• The Client's violation of any applicable laws, regulations, industry standards, or regulatory requirements
• Any misrepresentation made by the Client regarding their authority, rights, or ownership of materials
• Third-party claims arising from the Client's products, services, or business operations

9. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PROVIDED BY GROWTH + GRACE DIGITAL LABS LLC ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

The Agency specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, the Agency does not warrant or guarantee:

• Specific search engine rankings or positions for any keywords or phrases
• Specific levels of website traffic, leads, conversions, or engagement
• Specific advertising performance metrics, including click-through rates, cost-per-click, or return on ad spend
• Specific revenue targets, sales volumes, or business growth outcomes
• That our services will be uninterrupted, error-free, or free of harmful components
• That any specific results will be achieved within a particular timeframe

The Client acknowledges that digital marketing involves inherent risks and uncertainties and that results depend on numerous factors beyond the Agency's control.

10. Third-Party Services & Platforms

In the course of providing our services, we may utilize or integrate with third-party services and platforms, including but not limited to:

• CRM & Marketing Automation Platforms: CRM, marketing automation, and business management platforms used to deliver our services
• Google: Google Ads, Google Analytics, Google Search Console, Google Business Profile
• Meta: Facebook Ads, Instagram Ads, Facebook Business Manager
• OpenAI: AI-powered chatbot and content generation tools
• Other Platforms: LinkedIn, Microsoft/Bing, email service providers, hosting providers, and other tools as needed

Growth + Grace Digital Labs LLC is not responsible for:

• Service outages, downtime, or technical failures of third-party platforms
• Changes to third-party platform policies, terms of service, or pricing
• Data handling, privacy practices, or security measures of third-party platforms
• Account suspensions, bans, or restrictions imposed by third-party platforms
• Algorithm changes or feature updates that may impact service performance

The Client acknowledges that their use of third-party platforms is subject to the respective terms of service and privacy policies of those platforms.

11. Data Security & Breach Notification

11.1 Security Measures

Growth + Grace Digital Labs LLC implements commercially reasonable administrative, technical, and physical security measures to protect client data and confidential information. These measures include encryption of data in transit, secure access controls, regular security reviews, and use of reputable service providers.

11.2 Breach Notification

In the event of a confirmed data breach that affects the Client's personal or confidential information, the Agency will:

• Notify the affected Client within seventy-two (72) hours of becoming aware of the breach
• Provide a description of the nature of the breach and the types of data affected
• Describe the measures taken or proposed to address the breach and mitigate potential harm
• Cooperate with the Client and applicable authorities in investigating the breach

11.3 Limitations

The Agency shall not be held liable for data breaches or security incidents that are beyond its reasonable control, including but not limited to:

• Sophisticated cyberattacks, including advanced persistent threats (APTs) and state-sponsored attacks
• Zero-day vulnerabilities and exploits in third-party software or platforms
• Breaches caused by the Client's failure to maintain adequate security on their own systems
• Social engineering attacks targeting the Client or the Client's employees
• Breaches of third-party service providers not under the Agency's direct control

12. Cybersecurity Disclaimer

Growth + Grace Digital Labs LLC implements industry-standard security measures and follows cybersecurity best practices to protect client data and the integrity of our services. However, the Client acknowledges and agrees that:

• No system connected to the Internet can be guaranteed to be 100% secure against all threats
• The digital landscape is constantly evolving, and new threats, vulnerabilities, and attack vectors emerge regularly
• The Agency cannot guarantee protection against all forms of cyberattacks, data breaches, malware, ransomware, or unauthorized access
• The Client assumes inherent risks associated with transmitting data over the Internet and using digital services
• The Agency's security measures are designed to reduce risk but cannot eliminate it entirely

The Client agrees that the Agency shall not be held liable for security incidents that occur despite the implementation of commercially reasonable security measures, except in cases of gross negligence or willful misconduct by the Agency.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms where such failure or delay results from events, circumstances, or causes beyond the reasonable control of the affected party. Force majeure events include but are not limited to:

• Natural disasters (earthquakes, floods, hurricanes, tornadoes, wildfires)
• Pandemics, epidemics, or public health emergencies
• War, terrorism, civil unrest, or armed conflict
• Government actions, sanctions, embargoes, or regulatory changes
• Widespread power outages, internet disruptions, or telecommunications failures
• Cyberattacks, including distributed denial-of-service (DDoS) attacks, that affect critical infrastructure
• Labor strikes, lockouts, or other industrial disputes (excluding those involving the affected party's own employees)

The affected party shall promptly notify the other party of the force majeure event and its expected duration. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected services upon written notice.

14. Termination

14.1 Termination for Convenience

Either party may terminate the service agreement by providing thirty (30) days' written notice to the other party. During the notice period, the Agency will continue to provide services as outlined in the applicable service agreement, and the Client will remain responsible for payment of all services rendered through the effective date of termination.

14.2 Termination for Material Breach

Either party may terminate the service agreement immediately upon written notice if the other party commits a material breach of these Terms or the applicable service agreement and fails to cure such breach within fifteen (15) days of receiving written notice specifying the nature of the breach.

14.3 Effect of Termination

Upon termination:

• The Client shall pay all outstanding fees for services rendered up to the effective date of termination, including any applicable late fees
• The Agency will provide reasonable transition assistance, including delivery of completed work and transfer of account access, subject to full payment of all outstanding amounts
• All licenses granted to the Client under these Terms shall survive termination, provided all payments have been made in full
• Provisions regarding intellectual property, limitation of liability, indemnification, confidentiality, dispute resolution, and non-solicitation shall survive termination

15. Non-Solicitation

During the term of the service agreement and for a period of twelve (12) months following its termination or expiration, the Client agrees not to directly or indirectly solicit, recruit, hire, or attempt to hire any employee, contractor, or team member of Growth + Grace Digital Labs LLC who was involved in providing services to the Client.

If the Client breaches this non-solicitation provision, the Client agrees to pay the Agency a placement fee equal to the solicited individual's annual compensation or the equivalent of six (6) months of their compensation, whichever is greater, as liquidated damages and not as a penalty.

16. Dispute Resolution

16.1 Informal Resolution

The parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. Either party may initiate informal dispute resolution by providing written notice to the other party describing the nature of the dispute and the desired resolution.

16.2 Mediation

If the dispute cannot be resolved through informal negotiation within thirty (30) days, the parties agree to submit the dispute to non-binding mediation before a mutually agreed-upon mediator in the State of Tennessee. The costs of mediation shall be shared equally between the parties.

16.3 Arbitration

If mediation is unsuccessful, the dispute shall be resolved through binding arbitration conducted in the State of Tennessee in accordance with the rules of the American Arbitration Association (AAA). The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in arbitration, unless the arbitrator determines otherwise.

16.4 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Tennessee.

16.5 Class Action Waiver

The Client agrees that any dispute resolution proceedings will be conducted only on an individual basis and not as a class action, collective action, or representative action. The Client waives any right to participate in a class action lawsuit or class-wide arbitration against the Agency.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect and shall not be affected or impaired by the invalidity of the severed provision.

18. Entire Agreement

These Terms, together with any applicable service agreements, proposals, statements of work, and our Privacy Policy, constitute the entire agreement between the Client and Growth + Grace Digital Labs LLC with respect to the subject matter hereof. These Terms supersede all prior or contemporaneous negotiations, discussions, correspondence, communications, and agreements, whether written or oral, between the parties relating to the subject matter hereof.

No amendment, modification, or waiver of any provision of these Terms shall be effective unless made in writing and signed by both parties. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.