Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and GridPoint Digital Solutions LLC ("GridPoint", "we", "us", or "our"), a limited liability company organized under the laws of the State of Maryland, United States.

By accessing or using our website at gridpointdigitalsolution.com (the "Site"), booking a consultation, or engaging GridPoint for services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Site or services.

These Terms apply to all visitors, clients, and others who access or use our Site. They are supplemented by any written service agreement or proposal we provide to you for specific projects, which takes precedence in the event of any conflict.

2. Description of Services

GridPoint Digital Solutions LLC provides digital marketing and technology services including, but not limited to: website design and development, search engine optimization (SEO), answer engine optimization (AEO), generative engine optimization (GEO), paid media management (Google Ads, Meta Ads, LinkedIn Ads), brand identity design, email marketing and automation, social media content strategy and management, and conversion rate optimization (CRO).

Specific deliverables, timelines, and pricing for each project are defined in a written proposal or service agreement provided before work commences. No work begins until a proposal is signed and a deposit or initial payment is received as specified therein.

We reserve the right to modify, suspend, or discontinue any service or feature at any time with reasonable notice to affected clients.

3. Client Obligations

To enable us to deliver our services effectively, you agree to:

• Provide accurate, complete, and timely information, materials, and feedback as reasonably requested.
• Grant us the access to platforms, accounts, and systems necessary to perform the agreed services (e.g., Google Ads account access, website CMS access).
• Ensure that all content, materials, trademarks, and information you provide to us are owned by you or that you have the legal right to use them and to provide them to us for the purposes of our engagement.
• Make payments in accordance with the payment schedule in your service agreement.
• Provide timely approval or feedback within the timeframes specified in your service agreement. Delays in approval may extend project timelines.
• Comply with all applicable laws and regulations in connection with your use of our services and any content we produce on your behalf.

4. Payment Terms

4.1 Fees

All fees are specified in the written proposal or service agreement. All amounts are in United States Dollars (USD) unless otherwise stated. Our pricing ranges are published on our website for guidance; final fees are fixed in the signed proposal.

4.2 Payment Schedule

Project fees are typically structured as follows, unless otherwise agreed in writing:

• Projects up to $10,000: 50% on contract signing, 50% on delivery.
• Projects over $10,000: milestone-based billing (typically 3 stages) tied to specified project milestones.
• Monthly retainer services: invoiced at the start of each billing period, payable within 7 days.

4.3 Late Payments

Invoices not paid within the agreed payment terms are subject to a late fee of 1.5% per month on the outstanding balance. GridPoint reserves the right to pause or suspend work on any project where payments are more than 14 days overdue.

4.4 Taxes

All fees are exclusive of applicable taxes. If applicable, sales tax, VAT, or other taxes will be added to invoices as required by law.

4.5 Refunds

Deposits and payments made for work already commenced are non-refundable. If a project is terminated by the client after work has commenced, the client will be invoiced for the proportion of work completed at the time of termination, calculated at the project's daily rate. Any amount paid in excess of work completed will be refunded within 14 business days.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon receipt of full payment for a project, GridPoint assigns to the client all intellectual property rights in the final deliverables produced specifically for that project ("Work Product"), including copyrights, except as noted in Section 5.2 below.

5.2 GridPoint Background IP and Tools

GridPoint retains all rights in its pre-existing intellectual property, proprietary tools, methodologies, frameworks, templates, and know-how used in the delivery of services. Any third-party software, stock assets, fonts, or licensed components incorporated in deliverables remain subject to their respective third-party licenses, which will be disclosed to the client.

5.3 Portfolio Rights

Unless otherwise agreed in writing, GridPoint reserves the right to reference and display completed work in its portfolio, case studies, website, and marketing materials. We will seek client approval before publishing any confidential business metrics as part of a case study.

5.4 Client Content

The client grants GridPoint a limited, non-exclusive license to use client-provided content (logos, images, copy, trademarks) solely for the purpose of providing the agreed services. The client represents and warrants that they have all necessary rights to provide such content to GridPoint.

6. Confidentiality

Each party agrees to keep confidential any non-public, proprietary, or sensitive information received from the other party in connection with the services ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is independently developed without reference to the Confidential Information.

This confidentiality obligation survives the termination of any service agreement for a period of 3 years.

7. Warranties and Disclaimers

7.1 GridPoint Warranties

GridPoint warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. GridPoint does not warrant specific outcomes such as search engine rankings, advertising return on investment, or revenue increases, as these depend on factors outside our control including algorithm changes, market conditions, and client-side execution.

7.2 Disclaimer of Warranties

Except as expressly stated in these Terms or a signed service agreement, our services and Site are provided "as is" and "as available" without any warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Limitation of Liability

To the maximum extent permitted by applicable law, GridPoint Digital Solutions LLC and its members, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or in connection with our services or these Terms, even if advised of the possibility of such damages.

In no event shall GridPoint's total cumulative liability to any client arising out of or related to these Terms or the services exceed the total fees paid by that client to GridPoint in the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms shall limit or exclude liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited by Maryland law.

9. Termination

9.1 Termination by Client

A client may terminate a project engagement by providing written notice to GridPoint. In the event of termination, the client shall pay for all work completed up to the date of termination in accordance with Section 4.5 (Refunds).

9.2 Termination by GridPoint

GridPoint may terminate a service engagement immediately upon written notice if the client: materially breaches these Terms and fails to cure such breach within 14 days of written notice; fails to make payment and the overdue balance is not settled within 14 days of notice; or engages in conduct that GridPoint reasonably determines is harmful, unethical, or illegal.

9.3 Effect of Termination

Upon termination, GridPoint will provide the client with all completed work product for which full payment has been received. Sections 4 (Payment), 5 (IP), 6 (Confidentiality), 7 (Warranties), 8 (Liability), and 11 (Governing Law) survive termination.

10. Website Use

You may use our Site for lawful purposes only. You agree not to use our Site in any way that violates any applicable federal, state, local, or international law; to transmit any unsolicited or unauthorized advertising material; to impersonate GridPoint or any person; to engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site; or to attempt to gain unauthorized access to any part of our Site or systems.

We reserve the right to restrict or terminate access to our Site for any user who violates these Terms or for any other reason at our sole discretion.

All content on the Site, including text, graphics, logos, images, and software, is the property of GridPoint Digital Solutions LLC or its content suppliers and is protected by copyright and other intellectual property laws. You may not reproduce, distribute, or create derivative works from Site content without our express written permission.

11. Governing Law and Dispute Resolution

These Terms and any disputes arising out of or related to them or our services shall be governed by and construed in accordance with the laws of the State of Maryland, United States, without regard to its conflict of law provisions.

Any legal action or proceeding arising out of these Terms shall be brought exclusively in the state or federal courts located in Baltimore City, Maryland, and you consent to personal jurisdiction in those courts.

Before initiating any legal proceedings, both parties agree to attempt to resolve disputes in good faith through direct negotiation. If direct negotiation fails, the parties agree to attempt mediation through a mutually agreed mediator before resorting to litigation.

12. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page. Continued use of our Site or services after changes become effective constitutes your acceptance of the revised Terms.

For existing client engagements, material changes to these Terms that affect those engagements will not apply until the current engagement ends or the client is given 30 days' notice, whichever is earlier.

13. Contact

For any questions about these Terms, please contact us: