GRO Terms And Conditions


1. GENERAL PROVISIONS

These Terms and Conditions (“Terms”) are incorporated into and form an integral part of the Agreement for Marketing Services (the “Agreement”) entered into by and between GRO, formally known as Final Cutt Solutions, LLC, an Indiana limited liability company, with its principal place of business at 915 Main St, Suite 608, Evansville, IN 47708 (“GRO”), and the Client, as identified in the Agreement (“Client”). GRO and Client are collectively referred to herein as the “Parties.”

These Terms are intended to ensure a clear understanding of the contractual obligations, liabilities, and rights of the Parties. By signing the Agreement, Client agrees to be bound by these Terms.



2. TERM AND RENEWAL

2.1 Initial Term and Renewal Terms

- Social Media Posting and Blogging services (if applicable) shall commence on the “Live Date” indicated in the Agreement and remain in effect for an initial six (6)-month term. These services will automatically renew for successive six (6)-month periods unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.



- Website Management, Search Engine Optimization, Google Management, and GRO Directory Optimization Listing services (if applicable) shall commence on the “Live Date” and remain in effect for an initial one (1)-year term. These services will automatically renew for successive one (1)-year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.



2.2 Service Changes or Discontinuation

GRO reserves the right to:

  1. Change, modify, or amend the fees charged to Client by issuing a new Agreement with at least thirty (30) days prior written notice.
  2. Change, modify, discontinue, or amend the scope of services provided by issuing a new Agreement with at least thirty (30) days prior written notice.

Notwithstanding the foregoing, GRO reserves the right to terminate the Agreement immediately under certain conditions as outlined in Section 2.3.



2.3 Early Termination

GRO may terminate the Agreement with immediate effect under the following conditions:

  • A material breach of the Agreement or these Terms by Client.
  • Evidence of fraud, misconduct, or illegal activity by the Client.
  • Any mutually agreed-upon termination as documented in writing.
  • At GRO’s sole discretion and without cause, provided written notice is given to the Client.

Similarly, if the Agreement is terminated by either GRO or the Client, for any reason, the early termination fee as detailed in Section 2.4 shall apply.



2.4 Early Termination Fee

If the Agreement is terminated, either by GRO or the Client, prior to the end of the Initial Term or any Renewal Term for any reason (“Early Termination Event”), the Client shall be responsible for payment of an Early Termination Fee. This fee shall consist of the total remaining unpaid balance of all monthly or service fees under the Agreement. This provision is binding regardless of the reason or party initiating the termination of the Agreement.



3. TERMS SPECIFIC TO SERVICES



3.1 Social Media Posting

  • GRO shall post content on up to four (4) selected social media platforms as specified in the Agreement. Posts will occur no more than once daily (Monday through Friday, excluding holidays).
  • The Client is responsible for maintaining active accounts and providing GRO with current log-in credentials.



3.2 Blogging

  • All blog posts created by GRO shall remain the property of GRO, including any intellectual property rights therein, until such time as mutually agreed or transferred by written consent.
  • Client must maintain a WordPress website or an alternative platform approved in writing by GRO.



3.3 Website Design and Ownership

  • GRO will design and maintain one (1) website, which shall contain the be the property of the Client, excluding any proprietary tools, software, or content procured by GRO for which GRO maintains ownership rights. If the Client requests a transfer of the website to another service provider, a configuration and transfer fee of $3,500 will apply.



3.4 Directory Optimization Listings and SEO Services

  • GRO provides these services without guarantees of placement, rating, or visibility, as such outcomes depend heavily on algorithms and third-party platforms not under GRO’s control.



4. PAYMENT TERMS



4.1 Upfront and Recurring Payments

  • All payments are due as specified in the Agreement. All monthly recurring charges must be paid via ACH or Credit Card set to auto-pay each month. GRO will charge the selected account on file between the 1st and the 7th day of each month, as specified in your invoice that is issued 2-7 days prior to the 1st day of each month. 


4.2 Credit Card and ACH Payments

  • All credit card payments are subject to a 3.9% processing fee. 
  • ACH (Automated Clearing House): ACH is an electronic network for financial transactions in the United States, allowing secure and efficient electronic fund transfers directly between bank accounts, commonly used for recurring payments. If you chose to make your upfront of monthly recurring payment method via ACH, it must be completed using an active checking account. 
  • It is the client's responsibility to inform GRO of any changes to any accounts, such as a change in checking account or an updated credit card number. 
  • Payments that fail due to insufficient funds, chargebacks, or other errors will incur a $25 service fee per occurrence.


4.3 Payment by Check

  • Payments by check are only accepted if explicitly approved by GRO management accompanied by a written agreement. Checks must be received no later than the 7th day of the month. 
  • After 90 days from the effective date of the Agreement, checks will no longer be accepted for monthly recurring billing unless an additional written agreement is executed.


4.4 Late Payments

  • A $40 late fee will apply to any payments not received by the 10th day of the month. GRO reserves the right to suspend services until outstanding payments are resolved.


4.5 Refund Policy

  • No refunds will be issued except in cases where GRO determines there was an error or an account was overcharged for services not rendered. Refunds will be provided in the form of account credits applied to future billing cycles. The 3.9% processing fee is non-refundable under any circumstances.



6. INTELLECTUAL PROPERTY

GRO retains proprietary ownership of any tools, templates, methodologies, or other intellectual property utilized in fulfilling services under this Agreement. Any use or replication by the Client outside the scope of this Agreement is strictly prohibited.



6.1 Exclusive Content Copyrights

  1. All content and media created or acquired by GRO, including but not limited to photographs, videos, graphics (e.g., business card templates, QR code templates, and logo variations), films, and other designs or media, are exclusively owned by GRO and utilized solely for client representation. Such use is limited to GRO’s active accounts, including but not limited to websites, social media platforms, directory profiles (e.g., Google My Business profiles), and physical displays within the client’s place of business.
  2. Upon termination of services with GRO, the Client is required to purchase the copyrights for any content they intend to use on public platforms, including but not limited to websites, social media accounts, directory listings, or physical displays.
  3. Copyright acquisitions are priced as follows:
  • Pricing begins at $50 per photograph and may exceed $1000 per media item, contingent upon the nature of the media (e.g., videos, graphic designs, templates).
  • Upon payment for copyright acquisition, the Client is granted unrestricted rights to utilize the content as they see fit.
  1. Unauthorized use, reproduction, or distribution of GRO’s copyrighted materials constitutes copyright infringement. GRO will undertake appropriate legal actions, including but not limited to seeking monetary damages and obtaining injunctions, to protect its intellectual property. Clients are strongly advised to respect these rights to avoid legal consequences.



6.2 Client-Provided Content Liability

  1. GRO shall not be held liable for any copyright infringement claims or legal actions related to content provided by the Client for the purposes of marketing, representation, or dissemination.
  2. The Client represents and warrants that they have all necessary rights, licenses, and permissions to use and authorize GRO to use such content.
  3. The Client assumes full liability for any legal actions or claims resulting from alleged copyright or intellectual property rights violations associated with content provided to GRO.
  4. The Client agrees to indemnify and hold harmless GRO, its officers, employees, and affiliates, from all claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from any such claims or legal actions.
  5. The Client is solely responsible for ensuring that all submitted content complies with applicable laws and respects third-party intellectual property rights.



7. LIMITATION OF LIABILITY

The maximum liability of GRO for any claims or damages arising under or in connection with this Agreement is limited to the total fees paid by the Client within the twelve (12) months preceding the event giving rise to the claim.



8. WAIVER OF JURY TRIAL

The Parties knowingly and voluntarily waive their right to a jury trial for any claims, disputes, or controversies arising out of this Agreement.



9. ATTORNEY FEES

If GRO is the prevailing party in any legal or dispute resolution proceedings regarding this Agreement, GRO is entitled to recover all reasonable attorney fees and court costs.



10. GOVERNING LAW AND JURISDICTION

This Agreement and the Terms herein shall be governed by the laws of the State of Indiana. Any disputes shall be exclusively resolved in Vanderburgh County, Indiana, or the United States District Court for the Southern District of Indiana, Evansville Division.



11. AUTHORIZATION AND AGREEMENT

By signing the Agreement, the Client represents they are authorized to do so on behalf of their business and agrees to all Terms herein. Electronic signatures and approvals have the same legal force and effect as original signatures.