Terms & Conditions & Website Terms of Use
A. Consulting Services Terms & Conditions
1. Scope of Engagement
Grow Well AI, LLC (“Grow Well AI,” “we,” “us,” “our”) provides AI and automation consulting services. Deliverables, timelines, and fees are detailed in an accompanying Statement of Work (“SOW”). Anything not listed there isn’t included (yet); ask and we’ll price it with a change order.
2. Timeline & Change Management
- Target dates in the SOW are best-effort, not drop-dead. If tech, data, or staffing hiccups pop up, we’ll jointly set new dates.
- Change orders document any shift in scope, cost, or schedule and require your written OK before we proceed.
3. Your Responsibilities
1. Provide timely access to data, systems, and key people.
2. Secure any third-party rights (API keys, licenses, etc.).
3. Review our work and give feedback within 10 business days. Delays on your side may delay the whole show (and can trigger a change order).
4. Fees & Payment
- We invoice per the SOW (up-front, milestone, or monthly).
- Net 15. Payment is due 15 calendar days from the invoice date.
- Past-due balances accrue 1.5 % per month (18 % APR) or the max legal rate, whichever’s lower.
- Weekend work surcharge—if you ask us to work: $2,000 (Sat) / $5,000 (Sun) per consultant per day, payable in advance. If we choose weekend hours on our own, no surcharge.
5. Intellectual Property
- Pre-existing IP stays with the party who owned it.
- Deliverables—once you’ve paid in full, you get a perpetual, non-exclusive license to use them internally. We can reuse generalized frameworks or snippets that don’t expose your confidential info.
- Any open-source or third-party components remain under their original licenses.
6. Data Handling & Privacy
We treat your data with confidentiality and will protect it with reasonable technical and organizational safeguards. We’ll delete or return client-supplied data on request or two years after project wrap-up, whichever comes first. Electronic transmission always carries risk; choose channels that meet your security bar.
7. AI / Model Performance Disclaimer
Machine-learning outputs are probabilistic, not prophetic. You accept that models aren’t 100 % accurate and that you remain responsible for final business decisions, legal compliance, and ethical use of any system we build.
8. Third-Party Products & Vendors
We may recommend SaaS, cloud, or hardware tools and may receive referral fees. Vendor warranties and SLAs come from them, not us. We’re not liable for other consultants’ errors, though we’re happy to collaborate.
9. Warranty & Limitation of Liability
Services are provided “as is.” We disclaim all implied warranties (merchantability, fitness, etc.). Our total liability for any claim won’t exceed the fees you actually paid us for the SOW that spawned the claim. We’re never liable for indirect, special, or consequential damages (lost profits, data loss, alien invasions…).
10. Indemnification
You’ll defend and indemnify us against third-party claims arising from (a) data you supplied, (b) your misuse of deliverables, or (c) your violation of law.
11. Term, Suspension & Withdrawal
- The agreement starts on the SOW effective date and ends when both sides are square.
- Either party may terminate for uncured material breach after 10 business days’ written notice.
- We may suspend work or withdraw if you’re 30 days late on payment or fail to provide needed info, with 10 days’ written notice.
12. Holiday Closures
We’re closed on U.S. federal holidays, the week of July 4, and Dec 24 – Jan 1. Urgent help during closures is subject to the weekend surcharge above.
13. Record Retention
We archive project records for two years, then securely delete unless law says otherwise. Keep your own copies.
14. Dispute Resolution
Talk first. Failing that, disputes go to mediation, then binding arbitration under AAA Commercial Rules in Davis County, Utah. Each side pays its own lawyers; AAA fees split 50/50.
15. Governing Law
Utah law governs these T&C, excluding its conflict-of-laws rules.
16. Force Majeure
No party is liable for delays beyond reasonable control—natural disasters, pandemics, zombie apocalypses, etc.
17. Modifications
We may update these T&C. Changes take effect 30 days after posting at growwellai.com/terms_conditions (or other notice). For active projects, changes apply only to future SOWs unless both sides agree in writing.
18. Entire Agreement
These T&C + the SOW = the whole deal. They replace prior promises. If any clause is unenforceable, the rest still stands.
B. Website Terms of Use (growwellai.com)
1. Acceptance
By accessing or using our website (“Site”) you agree to these Terms of Use and all applicable laws. If you don’t agree, please leave.
2. Limited License
We grant you a revocable, non-transferable license to view one copy of Site materials for your own internal, non-commercial use. You must not:
- modify, copy, or redistribute content;
- use content for commercial display;
- de-compile, reverse-engineer, or scrape our code or database;
- remove copyright notices;
- mirror the Site on another server.
This license auto-terminates if you break it, and you must destroy any downloaded material at that point.
3. Website Disclaimer
Site content is provided “as is” without warranties of any kind. We don’t guarantee accuracy, completeness, or currentness. Use it at your own risk.
4. Website Liability Cap
Our total liability for Site-related claims is capped at US $100. Some jurisdictions don’t allow such caps; if that’s you, the minimum allowable cap applies.
5. External Links
We haven’t reviewed every linked site and aren’t responsible for their content. Links aren’t endorsements; you surf at your own risk.
6. Cookies & Tracking
We use first- and third-party cookies for analytics, personalization, and remarketing. By browsing the Site you consent to cookies. Adjust your browser settings if you’d rather opt out.
7. Modifications
We may revise these website terms at any time. Your continued use means you accept the then-current version.
8. Governing Law
These website terms are governed by Utah law. You submit to the exclusive jurisdiction of Utah courts.
9. Contact
Questions? Email [email protected].
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