Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Grid Theory (“Company,” “we,” “us,” or “our”) governing your access to and use of the gridtheory.com website (the “Website”) and all services provided by Grid Theory (the “Services”).

By accessing the Website, engaging our Services, or clicking “I agree” when presented with these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you must discontinue use of the Website and may not engage our Services. These Terms supplement and are subject to any separate written agreement (e.g., Master Services Agreement, Statement of Work) executed between you and Grid Theory. In the event of a conflict, the signed agreement prevails.

2. Description of Services

Grid Theory provides the following categories of services:

• Custom software development: Design, development, and deployment of web applications, mobile applications, and software platforms
• AI integration & automation: Implementation of artificial intelligence tools, machine learning models, chatbots, and automated workflows
• Web application development: Full-stack web development using modern frameworks and cloud-native infrastructure
• Consulting & strategy: Technical consulting, architecture design, AI strategy, and digital transformation advisory
• Retainer engagements: Ongoing development, maintenance, optimization, and technical support on a monthly retainer basis
• Growth architecture: SEO infrastructure, analytics systems, conversion optimization, and marketing technology implementation

The specific scope, deliverables, timeline, and pricing for each engagement will be detailed in a separate Statement of Work (SOW) or proposal agreed upon by both parties before work commences.

3. AI Content & Services

3.1 No Accuracy Warranty

Grid Theory uses artificial intelligence tools and technologies in connection with our Website and Services. You acknowledge and agree that:

• AI-generated content, outputs, and recommendations may contain errors, inaccuracies, or omissions
• AI outputs should not be relied upon as the sole basis for business, legal, financial, medical, or other professional decisions
• We do not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any AI-generated content
• AI technology is rapidly evolving, and capabilities and limitations may change over time

3.2 Human Review Requirement

All AI-generated deliverables produced as part of our Services undergo human review by our engineering team before delivery. However, you are responsible for reviewing and validating all deliverables for accuracy and suitability for your specific use case before deployment to production or reliance in business operations.

3.3 Chatbot Disclaimer

The AI-powered chatbot available on our Website is provided for informational and convenience purposes only. Chatbot responses:

• Do not constitute professional advice of any kind
• May not reflect the most current information or policies
• Should not be relied upon as a substitute for direct communication with our team
• May be reviewed by our team for quality assurance and improvement purposes

3.4 Intellectual Property in AI Work

For AI-powered features and systems developed as part of our Services, intellectual property ownership is governed by Section 5 of these Terms. Specifically:

• Custom AI models, configurations, and prompts developed exclusively for your project are part of the work product and transfer to you upon full payment
• General AI methodologies, frameworks, and non-client-specific tools remain Grid Theory intellectual property
• Third-party AI services (e.g., OpenAI, Anthropic APIs) are subject to their respective terms of service and usage policies

3.5 AI Training Data

• We will not use your proprietary data to train third-party AI models without your explicit written consent
• Anonymized and aggregated data may be used for internal research and service improvement
• If AI features involve processing your customer data, we will comply with all applicable data protection laws and our Privacy Policy

4. User Accounts & Portal Access

Certain features of our Website and Services may require you to create a user account or access our client portal. By creating an account, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security and confidentiality of your login credentials
• Promptly notify us of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account
• Not share, transfer, or sell your account credentials to any third party

We reserve the right to suspend or terminate accounts that violate these Terms or that remain inactive for an extended period, with reasonable notice where practicable.

5. Intellectual Property

5.1 Grid Theory Intellectual Property

Grid Theory retains all rights, title, and interest in and to our pre-existing intellectual property, including but not limited to:

• Proprietary tools, libraries, frameworks, and code templates (including the G.R.I.D. framework)
• Our Website content, branding, logos, and marketing materials
• General methodologies, processes, know-how, and techniques developed independently
• Any code, components, or tools that are not custom-developed exclusively for your project

5.2 Client Intellectual Property

You retain all rights, title, and interest in your pre-existing intellectual property, including your business data, branding, content, and materials provided to us in connection with the Services.

5.3 Work Product Ownership

Unless otherwise specified in a separate written agreement, upon full payment of all fees associated with a project:

• All custom code, designs, and deliverables developed exclusively for your project (“Work Product”) are assigned to you
• Grid Theory retains a non-exclusive, royalty-free license to use general techniques, tools, and knowledge gained during the engagement
• Grid Theory may use non-confidential aspects of the project for portfolio and marketing purposes (with your permission)

5.4 Open-Source Software

Our Services may incorporate open-source software components. These components are subject to their respective open-source licenses. We will identify any open-source components used in your project deliverables upon request. You agree to comply with the terms of all applicable open-source licenses.

6. Payment Terms

6.1 Project-Based Billing

• Project pricing, milestones, and payment schedules will be outlined in the applicable Statement of Work or proposal
• Unless otherwise agreed, a deposit of 50% of the total project fee is required before work commences
• Remaining payments are due upon completion of agreed-upon milestones or upon project delivery

6.2 Retainer Billing

• Retainer fees are billed monthly at the beginning of each billing cycle
• Retainer hours are allocated per month and do not roll over to subsequent months unless explicitly agreed in writing
• Additional hours beyond the retainer allocation will be billed at our standard hourly rate

6.3 Invoice Terms

• All invoices are due within 15 days of issuance unless otherwise specified
• Payments may be made via bank transfer, credit card, or other accepted payment methods
• All fees are quoted in U.S. dollars unless otherwise specified
• Fees do not include applicable taxes, which are your responsibility

6.4 Late Payments

• Invoices not paid within 15 days of the due date will incur a late fee of 1.5% per month (or the maximum amount permitted by law, whichever is less)
• Grid Theory reserves the right to suspend work on your project if payment is more than 30 days past due
• You are responsible for all costs of collection, including reasonable attorney's fees, if collection action is necessary

6.5 Refund Policy

Due to the custom nature of our Services, all fees paid are generally non-refundable. If Grid Theory is unable to deliver the agreed-upon scope of work, a pro-rata refund may be issued at our discretion for work not yet completed. Deposits are non-refundable once work has commenced.

7. SMS/Text Marketing (TCPA)

By providing your phone number and opting in to receive text messages from Grid Theory, you expressly consent to receive recurring automated text messages for marketing, informational, and transactional purposes. You agree that:

• Consent is not a condition of purchasing any services
• Message frequency varies; up to 4 messages per month
• Message and data rates may apply
• You may opt out at any time by replying STOP to any text message
• For help, reply HELP or contact privacy@gridtheory.com
• Your phone number will not be sold or shared with third parties for their marketing purposes

Full details regarding SMS data handling are available in our Privacy Policy, Section 4.

8. Data Processing

Our collection, use, and handling of your personal data and any personal data you provide to us in connection with the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference.

If our Services involve processing personal data of your customers or end users, we will act as a data processor on your behalf and will comply with all applicable data protection laws. A separate Data Processing Agreement (DPA) may be executed upon request.

9. Acceptable Use & Prohibited Activities

You agree not to use the Website or Services to:

• Violate any applicable local, state, national, or international law or regulation
• Infringe upon the intellectual property rights of Grid Theory or any third party
• Transmit any malicious code, viruses, or harmful data
• Attempt to gain unauthorized access to our systems, servers, or networks
• Interfere with the proper functioning of the Website or Services
• Scrape, crawl, or harvest data from the Website without express written permission
• Use our Services to develop competing products or services
• Misrepresent your identity or affiliation with any person or entity
• Engage in any activity that could damage, disable, or impair our infrastructure
• Use AI tools or outputs from our Services for unlawful, discriminatory, or harmful purposes

Violation of this section may result in immediate termination of your access to the Website and Services without refund.

10. Third-Party Services

Our Website and Services may integrate with or contain links to third-party websites, services, and tools. These include but are not limited to hosting providers, analytics platforms, payment processors, AI service providers, and communication tools.

• Grid Theory is not responsible for the content, privacy practices, or terms of any third-party service
• Your use of third-party services is governed by their respective terms and policies
• We do not endorse or guarantee the accuracy, reliability, or quality of any third-party service
• You are responsible for any fees, terms, or obligations associated with your use of third-party services

11. Warranties & Disclaimers

11.1 Website “As Is”

THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11.2 Limited Development Warranty

For custom development Services, Grid Theory warrants that deliverables will materially conform to the agreed-upon specifications in the applicable Statement of Work for a period of 30 days following delivery (“Warranty Period”). During the Warranty Period, Grid Theory will correct, at no additional cost, any bugs or defects that prevent the deliverable from materially conforming to specifications. This warranty does not cover:

• Issues caused by modifications made by you or third parties after delivery
• Issues resulting from misuse, misconfiguration, or use outside the intended scope
• Third-party service outages, API changes, or infrastructure failures beyond our control
• Normal wear and tear on software systems, including security patches and dependency updates

11.3 AI-Specific Disclaimers

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY AI-GENERATED CONTENT, INCLUDING CHATBOT RESPONSES, AUTOMATED RECOMMENDATIONS, AND AI-ASSISTED DELIVERABLES. AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT VERIFICATION.

12. Limitation of Liability

12.1 Damage Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRID THEORY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO GRID THEORY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Consequential Damages Exclusion

IN NO EVENT SHALL GRID THEORY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, GOODWILL, OR REVENUE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF GRID THEORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 AI-Specific Limitations

Without limiting the foregoing, Grid Theory shall not be liable for any damages arising from:

• Reliance on AI-generated content, recommendations, or outputs without independent verification
• Actions taken or decisions made based on chatbot responses
• Changes in third-party AI service providers' terms, capabilities, or availability
• Errors, biases, or inaccuracies in AI model outputs
• Regulatory changes affecting the legality or use of AI technologies

13. Indemnification

You agree to indemnify, defend, and hold harmless Grid Theory, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• Your use of the Website or Services in violation of these Terms
• Your violation of any applicable law or regulation
• Your infringement of any third-party rights, including intellectual property rights
• Any content, data, or materials you provide to Grid Theory in connection with the Services
• Your deployment or use of AI-generated deliverables in a manner not authorized by these Terms

14. Termination

14.1 Termination for Convenience

Either party may terminate a retainer engagement by providing 30 days' written notice to the other party. For project-based engagements, early termination by the Client may be subject to a cancellation fee as outlined in the applicable Statement of Work.

14.2 Termination for Cause

Either party may terminate these Terms or any engagement immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure the breach within 15 days of written notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in unlawful conduct in connection with the Services

14.3 Effect of Termination

• Upon termination, all outstanding invoices become immediately due and payable
• Grid Theory will deliver all completed work product for which payment has been received
• You must cease using any Grid Theory intellectual property, proprietary tools, or access credentials
• Grid Theory will securely delete or return your confidential information within 30 days of termination, upon request

14.4 Survival

The following sections survive termination of these Terms: Intellectual Property (5), Payment Terms (6), Warranties & Disclaimers (11), Limitation of Liability (12), Indemnification (13), and Dispute Resolution (15).

15. Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles.

15.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware or remotely via videoconference, at the election of the initiating party. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AGREE THAT ANY CLAIMS AGAINST GRID THEORY WILL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.

15.4 Informal Resolution

Before initiating arbitration, the parties agree to first attempt to resolve any dispute informally by contacting each other in writing and negotiating in good faith for a period of 30 days. If the dispute cannot be resolved informally, either party may proceed with arbitration.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy, any applicable Statement of Work, and any other written agreements between the parties, constitute the entire agreement between you and Grid Theory and supersede all prior oral or written agreements, understandings, and representations.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.3 Waiver

The failure of Grid Theory to enforce any right or provision of these Terms shall not be deemed a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Grid Theory.

16.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Grid Theory's prior written consent. Grid Theory may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, power failures, internet outages, or third-party service provider failures.

17. Contact Information

If you have questions about these Terms of Service, please contact us:

• Email: legal@gridtheory.com
• Website: gridtheory.com/contact
• Mailing Address: Grid Theory, Attn: Legal, [Business Address]