Terms of Service | Grizzly Beam LLC

Effective Date: September 25, 2026
Company Name: Grizzly Beam LLC
Company Address: 7901 4th St N Ste 300, St. Petersburg, FL 33702, United States
Website: https://grizzlybeam.com/
Email: hello@grizzlybeam.com

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of https://grizzlybeam.com/ (the "Website") and all services provided by Grizzly Beam LLC ("Grizzly Beam," "we," "us," or "our"), a Florida limited liability company. Our services include digital strategy, web design and development, conversion optimization, local SEO and online presence, brand and messaging, ongoing care, free website audits, and related services (collectively, the "Services").

By using the Website, requesting a free website audit, booking a call, approving an Estimate, making a payment, or otherwise engaging us, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Website or the Services.

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "you," "your," and "Client" refer to that entity.

These Terms should be read together with our Privacy Policy, Refund and Cancellation Policy, Disclaimer, and Cookie Policy, each of which is incorporated into these Terms by reference.

2. Definitions

"Agreement" means these Terms together with any Estimate, statement of work, or other written agreement between Grizzly Beam and the Client, and the policies incorporated by reference.
"Estimate" means a written proposal, quote, or statement of work issued by Grizzly Beam describing the scope, Deliverables, fees, payment schedule, and timeline for a Project or Care Plan.
"Project" means a defined engagement for Services described in an approved Estimate.
"Deliverables" means the work product that Grizzly Beam creates specifically for the Client and delivers under an approved Estimate, such as designs, website code, written content, strategy documents, and brand assets.
"Care Plan" means a recurring subscription for ongoing website maintenance, security, performance, and improvement services, as described in the applicable Estimate or plan description.
"Change Request" means a request by the Client for work that is outside the scope of an approved Estimate.
"Client Materials" means content, text, images, logos, trademarks, data, access credentials, and other materials provided by the Client or on its behalf.
"Pre-Existing Materials" means code, tools, frameworks, templates, components, methods, and know-how that Grizzly Beam owned or developed before or independently of the Project.
"Third-Party Materials" means materials owned by third parties and licensed for use in the Deliverables, such as fonts, plugins, libraries, themes, stock images, software, and hosted services.
"Launch" means the date on which a website or other Deliverable is first made publicly available or placed into production use.
"Business Day" means a day other than a Saturday, Sunday, or US federal holiday.

3. Eligibility and Business Use Only

The Website and the Services are offered exclusively to businesses and to individuals acting on behalf of a business. The Services are not offered to consumers for personal, family, or household purposes. You must be at least 18 years of age and legally capable of entering into a binding contract to use the Services.

We primarily serve businesses in the United States. We may, at our sole discretion, accept engagements from businesses located outside the United States. Clients located outside the United States are responsible for compliance with the laws of their own jurisdiction, including any tax, import, or regulatory requirements that apply to their purchase of the Services.

3.1 Sanctions and Export Compliance

We do not provide Services to any person or entity that is the subject of sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, or that is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions. By engaging us, you represent that you are not such a person or entity and that you will not use the Services in violation of US sanctions or export control laws. We may refuse, suspend, or terminate any engagement where we reasonably believe that providing the Services would violate these laws.

4. Use of the Website

Subject to these Terms, you may access and use the Website for lawful business purposes. You agree not to:

use the Website in violation of any applicable law or regulation;
copy, reproduce, scrape, or harvest content or data from the Website by automated means without our prior written consent;
attempt to gain unauthorized access to the Website, its servers, or any connected systems;
introduce viruses, malware, or other harmful code, or interfere with the proper operation of the Website;
submit false, misleading, or fraudulent information through any form on the Website, including audit requests and call bookings;
impersonate any person or entity or misrepresent your affiliation with any person or entity; or
use the Website to send spam or unsolicited commercial communications.

All content on the Website, including text, graphics, logos, designs, and code, is owned by Grizzly Beam or its licensors and is protected by intellectual property laws. Portfolio materials displayed on the Website may include trademarks and content owned by our clients, which remain the property of their respective owners. Nothing in these Terms grants you any right to use our name, logos, or trademarks without our prior written consent.

5. Free Website Audit

The free website audit is offered at no cost and without any obligation to purchase Services.
To request an audit, you must provide the address of a website that you own or are authorized to represent, and a valid business email address. We may decline any audit request at our discretion, including requests for websites that you are not authorized to represent.
The audit is based on a review of publicly available information about your website and selected competitors at the time of the review. It reflects our professional opinion and is not an exhaustive technical, security, legal, or accessibility assessment.
The audit report is provided "as is" for your internal business use. You may keep and use the report whether or not you engage us. You may not resell or publish the report as your own work.
We may use aggregated and anonymized insights from audits to improve our Services.
Our use of the information you submit is described in our Privacy Policy.

6. Estimates and Engagement

6.1 Estimates

Before we begin any paid work, we provide a written Estimate describing the scope, Deliverables, fees, payment schedule, and anticipated timeline. Unless stated otherwise, an Estimate is valid for 30 days from its date of issue. After that period, we may revise the fees, scope, or timeline before accepting the engagement.

6.2 Approval

An Estimate becomes binding when the Client approves it in writing, including by signature, electronic signature, written confirmation by email, or acceptance through an online proposal or invoicing system, and pays any required deposit. We do not begin work until both conditions are met.

6.3 Scope

The Services we provide are limited to those expressly described in the approved Estimate. Any work not expressly included is outside the scope and is subject to Section 7.

6.4 Order of Precedence

If there is a conflict between the documents that make up the Agreement, the following order of precedence applies: first, a separately signed written agreement; second, the approved Estimate; third, these Terms; and fourth, the policies incorporated by reference.

7. Change Requests and Additional Work

The Client may request changes to the scope of a Project at any time by submitting a Change Request in writing.
We will review each Change Request and, where it affects the scope, fees, or timeline, provide a written quote or revised Estimate.
We do not perform work outside the approved scope until the Client approves the quote or revised Estimate in writing. The Client is not charged for out-of-scope work that it has not approved in advance.
Approved Change Requests may extend the Project timeline. We will inform the Client of any expected impact on the timeline when we provide the quote.
Fees for approved Change Requests are invoiced as stated in the quote. If the quote does not specify, they are invoiced upon approval.

8. Fees, Invoicing, and Payment

8.1 Fees and Currency

All fees are stated and payable in US dollars, as set out in the applicable Estimate. Fees are exclusive of taxes, as described in Section 8.8.

8.2 Payment Methods

We accept payment by credit or debit card through Stripe, by ACH bank transfer, and by wire transfer. We do not accept other forms of payment unless we have agreed in writing. Card payments are processed by our third-party payment processor, and we do not store full card details. Further information is available in our Privacy Policy and on our Secure Payments page.

8.3 Standard Payment Schedule

Unless the approved Estimate specifies a different payment schedule, the following schedule applies:

Website design and development Projects: a deposit of 50% of the Project fee is due upon approval of the Estimate. The remaining 50% is due before Launch or before delivery of final files, whichever occurs first. Larger Projects may be divided into milestone payments, as stated in the Estimate.
Standalone digital strategy, brand and messaging, and other fixed-fee Services: 100% of the fee is due upon approval of the Estimate, unless the Estimate provides for a deposit and milestone payments.
Care Plans: fees are billed monthly in advance, as described in Section 11.
Approved Change Requests: as stated in the applicable quote.

8.4 Invoices and Due Dates

Deposits and upfront payments are due upon receipt of the invoice, and work is scheduled only after payment has cleared. All other invoices are due within 7 days of the invoice date, unless the invoice states otherwise.

8.5 Bank Transfer Fees

The Client is responsible for all fees charged by its own bank and by any intermediary bank in connection with ACH and wire transfers, as well as any currency conversion costs. Payments must be sent so that the full invoiced amount is received. Any shortfall caused by bank fees or currency conversion will be added to the next invoice or invoiced separately.

8.6 Late Payments

If any undisputed amount is not paid by its due date:

we may charge a late fee of 1.5% per month on the overdue balance, or the maximum rate permitted by applicable law, whichever is lower, from the due date until payment is received;
if the amount remains unpaid for more than 14 days after the due date, we may, after giving written notice, suspend work on the Project or Care Plan until payment is received, and the Project timeline will be extended accordingly;
we are not obligated to Launch a website, deliver final files, or transfer ownership of Deliverables until all amounts due have been paid in full; and
the Client is responsible for reasonable costs we incur in collecting overdue amounts, including collection agency fees and reasonable attorneys' fees, to the extent permitted by law.

8.7 Disputed Invoices

If the Client disputes any invoice in good faith, it must notify us in writing at hello@grizzlybeam.com within 10 days of the invoice date, specifying the disputed amount and the reason. The Client must pay any undisputed portion by the due date. Both parties will work in good faith to resolve the dispute promptly. Late fees do not accrue on amounts disputed in good faith during the dispute resolution period.

8.8 Taxes

Fees do not include sales, use, value-added, goods and services, withholding, or similar taxes. The Client is responsible for all such taxes associated with the Services, other than taxes based on our net income. If the Client is required by law to withhold any tax from a payment, the Client must increase the payment so that we receive the full amount we would have received without the withholding.

8.9 Third-Party Costs

Unless the Estimate expressly includes them, third-party costs, such as domain registrations, hosting, premium plugins, fonts, stock images, software licenses, and paid advertising, are not included in our fees. Such costs are paid directly by the Client or, with the Client's prior approval, paid by us and invoiced to the Client at cost. Where possible, third-party accounts and licenses are purchased in the Client's name.

9. Refunds, Cancellations, and Payment Disputes

9.1 Refunds and Cancellations

Refunds and cancellations are governed by our Refund and Cancellation Policy, which forms part of these Terms. In summary:

If the Client cancels in writing before we begin work, the deposit or upfront payment is refunded in full, less any third-party costs already incurred with the Client's approval.
After work has begun, deposits and upfront payments are non-refundable and are applied to work performed.
Payments for completed milestones and delivered work are non-refundable.
Care Plans may be cancelled with 30 days' written notice. Care Plan fees are not refunded or prorated for partial months.
Third-party costs are non-refundable once incurred.
If we terminate a Project without cause, or fail to deliver the Services in material breach of the Agreement and do not cure the breach as described in Section 17, we will refund fees paid for work not yet performed.

9.2 Payment Disputes and Chargebacks

If the Client has a concern about a charge, the Client agrees to contact us first at hello@grizzlybeam.com and give us a reasonable opportunity, of at least 10 Business Days, to resolve it before initiating a chargeback or payment dispute with its bank or card issuer.

If a chargeback or payment dispute is initiated, we may:

provide the payment processor, card network, or bank with relevant records, including the approved Estimate, these Terms, invoices, communications, approvals, and evidence of delivery;
suspend work on all active Projects and Care Plans until the dispute is resolved; and
if the dispute is resolved in our favor, recover the disputed amount together with any dispute fees charged by our payment processor.

Initiating a chargeback for Services that have been performed or delivered in accordance with the Agreement is a breach of these Terms. This Section does not limit any right the Client may have under applicable law or card network rules.

10. Project Delivery

10.1 Timelines

Timelines in an Estimate are good-faith estimates based on the agreed scope and on the Client meeting its responsibilities under Section 12. They are not guaranteed completion dates unless the Estimate expressly states otherwise. We will inform the Client promptly if we expect a material delay.

10.2 Revisions

Each Estimate specifies the number of revision rounds included for each Deliverable or phase. If the Estimate does not specify, two rounds of revisions are included for each design phase. A revision round consists of one consolidated set of written feedback from the Client, which we implement together. Additional revisions, and changes that alter previously approved work or the agreed scope, are handled as Change Requests.

10.3 Approvals and Acceptance

We will submit Deliverables for the Client's review at the stages set out in the Estimate. The Client must, within 10 Business Days of delivery, either approve the Deliverable or provide written notice identifying specifically how it does not conform to the approved Estimate. We will correct any identified nonconformity within a reasonable time and resubmit the Deliverable for review.

A Deliverable is deemed accepted on the earliest of: the Client's written approval; the expiry of the 10-Business-Day review period without written notice of nonconformity; or the Client's Launch or use of the Deliverable in production.

10.4 Client Delays and Inactive Projects

If the Client does not provide required feedback, approvals, content, access, or payment within 30 days of our written request, we may pause the Project. If a Project remains paused for 60 days, we may close the Project by written notice and invoice for all work performed up to the date of closure, less amounts already paid. Resuming a paused or closed Project is subject to our availability and may require a revised timeline or Estimate.

10.5 Launch

We will Launch a website only after the final payment has been received and the Client has approved the website for Launch. The Client is responsible for reviewing the website, including all content, before approving the Launch.

10.6 Post-Launch Fix Period

For 30 days after Launch, we will correct, at no additional charge, any defects in the functionality we built that cause the website to fail to materially conform to the approved Estimate. This fix period does not cover:

new features, design changes, or content updates;
issues caused by changes made by the Client or any third party;
issues caused by updates, outages, or changes to hosting, browsers, plugins, third-party services, or platforms; or
issues reported after the 30-day period, which may be addressed under a Care Plan or a new Estimate.

11. Care Plans

Scope: the services included in each Care Plan are described in the applicable Estimate or plan description. Work outside the Care Plan scope is quoted separately.
Billing and recurring payment authorization: Care Plan fees are billed monthly in advance. By enrolling in a Care Plan and providing a card or bank account through our payment processor, the Client authorizes us to charge the Care Plan fee to that payment method on a recurring monthly basis until the Care Plan is cancelled. Where the Client pays by wire transfer, we issue a monthly invoice.
Automatic renewal: Care Plans renew automatically each month unless cancelled.
Minimum term: if the Estimate specifies a minimum term, the Client is responsible for the fees for the full minimum term.
Cancellation: the Client may cancel a Care Plan at any time by giving 30 days' written notice to hello@grizzlybeam.com. Services continue, and fees remain payable, through the end of the notice period. No refunds or prorated credits are issued for partial months.
Unused allowances: any unused hours or task allowances included in a Care Plan expire at the end of each billing month and do not roll over, unless the plan description states otherwise.
Price changes: we may change Care Plan fees by giving at least 30 days' written notice. The new fees apply from the first billing period after the notice period ends. If the Client does not agree to the change, it may cancel the Care Plan before the new fees take effect.
Response times: any response or resolution times stated in the plan description are targets and not guarantees.
Backups: where backups are included in a Care Plan, we perform them with reasonable care. However, the Client is responsible for maintaining its own independent copies of its content and data.
Failed payments: if a recurring payment fails, we will notify the Client. If payment is not received within 14 days of the notice, we may suspend Care Plan services.

12. Client Responsibilities

The Client agrees to:

provide accurate and complete information, content, and feedback in a timely manner;
designate a primary contact who has authority to give approvals and make decisions on behalf of the Client;
provide access to accounts, systems, and platforms reasonably required for the Services, using the secure methods we specify;
review all Deliverables, including content, for accuracy before approving them;
ensure that its website, products, services, content, and business practices comply with applicable laws, including laws on advertising, privacy, data protection, consumer protection, and accessibility;
maintain its own privacy policy, terms, cookie consent, and other legal notices for its website, unless preparing them is expressly included in the Estimate;
pay all fees and third-party costs when due; and
change passwords and remove our access to its accounts when a Project or Care Plan ends.

13. Client Materials

The Client retains all ownership rights in the Client Materials. The Client grants Grizzly Beam a non-exclusive, royalty-free, worldwide license to use, copy, modify, and display the Client Materials solely to perform the Services and, subject to Section 14.5, to display the Deliverables in our portfolio.

The Client represents and warrants that it owns or has obtained all rights, licenses, and permissions necessary to provide the Client Materials to us and for us to use them as contemplated by the Agreement, and that the Client Materials do not infringe or misappropriate the rights of any third party or violate any law.

We are not responsible for reviewing the Client Materials for legal compliance, accuracy, or third-party rights. We may refuse to use any Client Materials that we reasonably believe are unlawful, infringing, or harmful.

14. Intellectual Property

14.1 Ownership of Deliverables

Upon receipt of payment in full of all fees due for a Project, we assign to the Client all of our right, title, and interest in the Deliverables created specifically for the Client under that Project, including custom code, designs, and written content, excluding Pre-Existing Materials and Third-Party Materials. Until payment in full is received, all rights in the Deliverables remain with Grizzly Beam, and the Client may use them only for review purposes.

14.2 Pre-Existing Materials

Grizzly Beam retains ownership of all Pre-Existing Materials. To the extent any Pre-Existing Materials are incorporated into the Deliverables, we grant the Client, upon payment in full, a perpetual, non-exclusive, royalty-free, worldwide, non-transferable license to use, modify, and maintain them solely as part of the Deliverables. The Client may transfer this license together with the Deliverables to a successor of its business.

14.3 Third-Party Materials

Third-Party Materials are licensed under the terms of their respective owners, and ownership of them does not transfer to the Client. The Client is responsible for complying with those license terms and for any renewal, subscription, or usage fees after the Project ends, unless the Estimate provides otherwise. We will identify material Third-Party Materials that require a paid license upon request.

14.4 Accounts

Domains, hosting, analytics, business listings, and other accounts that we set up for the Client's website are registered in the Client's name or transferred to the Client's control upon payment in full. Our access to these accounts is for the purpose of performing the Services only.

14.5 Portfolio Rights

Unless the Client objects in writing, we may display the Deliverables, the Client's name, and the Client's logo in our portfolio, on the Website, in case studies, and in marketing materials, solely to describe our work. We will not disclose the Client's confidential information for this purpose. We will not publish testimonials, quotes, or the name or image of any individual without permission. The Client may withdraw this permission at any time by written notice, and we will remove such materials from the Website within a reasonable period, generally within 30 days.

14.6 Unused Concepts

Design concepts, drafts, and alternatives that the Client does not select for the final Deliverables remain the property of Grizzly Beam.

15. Confidentiality

Each party may receive non-public business, technical, or financial information from the other party that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use the other party's Confidential Information only to perform its obligations or exercise its rights under the Agreement, will not disclose it to third parties other than to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations, and will protect it with at least reasonable care.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party without restriction before receipt, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, provided that, where legally permitted, it gives the other party prompt notice. These obligations continue for three years after the end of the Agreement, and, for access credentials and trade secrets, for as long as the information remains confidential.

16. Third-Party Services and Platforms

The Services may depend on or integrate with third-party services, such as hosting providers, domain registrars, content management systems, plugins, search engines, business listing platforms, analytics tools, payment processors, and AI-based assistants. We do not control these third parties and are not responsible for their availability, performance, security, pricing, policies, or changes to their products, algorithms, or terms. The Client's use of third-party services is subject to the terms of those third parties.

17. Term and Termination

17.1 Term

The Agreement for a Project begins when the Estimate is approved and ends when the Project is completed and all fees are paid, unless terminated earlier. The Agreement for a Care Plan continues on a monthly basis until cancelled in accordance with Section 11.

17.2 Termination by the Client for Convenience

The Client may terminate a Project at any time by written notice. In that case, the Client must pay for all work performed and approved third-party costs incurred up to the effective date of termination, calculated in accordance with the Estimate and the Refund and Cancellation Policy. Deposits and payments already made are applied to those amounts.

17.3 Termination for Cause

Either party may terminate the Agreement by written notice if the other party materially breaches the Agreement and does not cure the breach within 15 days after receiving written notice describing the breach. We may also terminate the Agreement immediately by written notice if the Client fails to pay any amount within 30 days after its due date, if the Client initiates a chargeback in breach of Section 9.2, if the Client engages in abusive or unlawful conduct toward our team, or if continuing the Services would violate applicable law.

17.4 Termination by Grizzly Beam without Cause

We may terminate a Project without cause by written notice. In that case, we will deliver to the Client all completed work that has been paid for, and we will refund any fees paid for work not yet performed.

17.5 Effect of Termination

Upon termination for any reason: the Client must pay all amounts due for work performed through the effective date of termination; ownership of Deliverables transfers only for work that has been paid in full; each party must return or destroy the other party's Confidential Information on request, subject to any legal retention requirements; and we will delete our copies of the Client's access credentials in accordance with our Privacy Policy. Sections 8, 9, 13, 14, 15, and 17 through 23, and any other provisions that by their nature should survive, survive termination.

18. No Guarantee of Results

We will perform the Services with reasonable skill and care and in a professional manner consistent with generally accepted industry standards. However, the results of digital strategy, website, SEO, conversion, and brand work depend on many factors outside our control, including market conditions, competition, the Client's products, pricing, and operations, and the algorithms and policies of search engines, AI assistants, and other third-party platforms.

Accordingly, we do not guarantee any specific results, including search engine rankings, visibility in AI assistants or business listings, website traffic, leads, conversions, appointments, sales, or revenue. Statistics, case studies, and past results displayed on the Website describe prior work and do not guarantee similar results. Further information is available in our Disclaimer.

18.1 Accessibility

Where the Estimate includes accessibility work, we design and build with the goal of conforming to the Web Content Accessibility Guidelines (WCAG) level specified in the Estimate. We do not guarantee that any website will be free of all accessibility barriers or will comply with the Americans with Disabilities Act or any other accessibility law, in particular after content or functionality is added or changed by the Client or third parties. The Client remains responsible for the ongoing accessibility of its website.

18.2 No Legal or Professional Advice

The Services do not include legal, tax, accounting, financial, or regulatory advice. Any templates, recommendations, or implementations relating to privacy notices, cookie consent, accessibility, or other legal matters are provided for convenience only. The Client should obtain its own professional advice on these matters.

19. Disclaimer of Warranties

Except as expressly stated in these Terms, the Website, the free website audit, and the Services are provided "as is" and "as available." To the maximum extent permitted by law, Grizzly Beam disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Website or any Deliverable will be uninterrupted, error-free, or free of vulnerabilities, or that it will operate with all third-party software, devices, or services.

20. Limitation of Liability

To the maximum extent permitted by law:

neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, arising out of or relating to the Agreement, even if advised of the possibility of such damages; and
Grizzly Beam's total cumulative liability arising out of or relating to the Agreement, the Website, and the Services will not exceed the total fees actually paid by the Client to Grizzly Beam under the applicable Estimate or Care Plan during the 12 months immediately preceding the event giving rise to the claim.

These limitations do not apply to the Client's obligation to pay fees, the Client's indemnification obligations, either party's liability for fraud, gross negligence, or willful misconduct, or any liability that cannot be limited or excluded under applicable law. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the Agreement.

The free website audit is provided without charge. To the maximum extent permitted by law, Grizzly Beam has no liability arising from the free website audit or from any action taken or not taken based on it.

21. Indemnification

The Client agrees to defend, indemnify, and hold harmless Grizzly Beam and its members, managers, employees, and contractors from and against any third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or relating to:

the Client Materials, including any claim that they infringe or misappropriate the rights of a third party;
the Client's products, services, business operations, or website content;
the Client's violation of applicable law, including laws on advertising, privacy, data protection, consumer protection, and accessibility;
modifications to the Deliverables made by the Client or by any third party other than Grizzly Beam; or
the Client's breach of the Agreement.

If any Deliverable created by Grizzly Beam becomes, or in our reasonable opinion is likely to become, the subject of a claim that it infringes the intellectual property rights of a third party, we may, at our option and expense, modify or replace the affected Deliverable so that it is non-infringing, or, if neither is commercially reasonable, refund the fees paid for the affected Deliverable. This paragraph does not apply to Client Materials, Third-Party Materials, or modifications made by anyone other than Grizzly Beam.

22. Governing Law and Dispute Resolution

22.1 Governing Law

The Agreement, and any dispute arising out of or relating to it, the Website, or the Services, is governed by the laws of the State of Florida and applicable US federal law, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Informal Resolution

Before starting any legal proceeding, the party raising a dispute must send a written notice describing the dispute to the other party. For notices to Grizzly Beam, the notice must be sent to hello@grizzlybeam.com. The parties will attempt in good faith to resolve the dispute through direct discussions for at least 30 days after the notice is received. This requirement does not prevent either party from seeking urgent injunctive relief or from pursuing collection of undisputed amounts.

22.3 Venue

If a dispute is not resolved informally, it must be brought exclusively in the state courts located in Pinellas County, Florida, or in the United States District Court for the Middle District of Florida. Each party consents to the personal jurisdiction of, and venue in, those courts.

22.4 Jury Trial and Class Action Waiver

To the maximum extent permitted by law, each party waives any right to a trial by jury in any proceeding arising out of or relating to the Agreement. All claims must be brought in the party's individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

22.5 Attorneys' Fees

In any proceeding arising out of or relating to the Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

22.6 Time Limit for Claims

To the extent permitted by law, any claim arising out of or relating to the Agreement must be brought within one year after the claim arises. Claims for payment of fees are not subject to this limit.

23. General Provisions

Independent contractors: the parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment, or agency relationship.
Team and subcontractors: we may use employees and independent contractors to perform the Services. We remain responsible for their performance and for their compliance with the confidentiality obligations of the Agreement.
Non-solicitation: during a Project or Care Plan and for 12 months after it ends, the Client will not directly solicit for employment or engagement any team member or contractor of Grizzly Beam who worked on the Client's Services, without our prior written consent. General job advertisements not targeted at our team members are not a breach of this provision.
Force majeure: neither party is liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, such as natural disasters, severe weather, pandemics, acts of government, war, terrorism, labor disputes, power or internet outages, or failures of third-party services. The affected party will notify the other party promptly and resume performance as soon as reasonably possible.
Electronic communications and approvals: the parties agree that approvals, notices, and agreements may be given electronically, including by email and electronic signature, and that such communications satisfy any requirement that they be in writing.
Notices: notices to Grizzly Beam must be sent to hello@grizzlybeam.com or to 7901 4th St N Ste 300, St. Petersburg, FL 33702, United States. Notices to the Client may be sent to the email address of the Client's primary contact or the billing contact on file.
Assignment: the Client may not assign or transfer the Agreement without our prior written consent, except to a successor of all or substantially all of its business that assumes its obligations. We may assign the Agreement to an affiliate or to a successor of our business.
Entire agreement: the Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior proposals, discussions, and understandings.
Amendments: we may update these Terms as described in Section 24. Otherwise, changes to an approved Estimate must be agreed in writing by both parties.
Severability: if any provision of the Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
No waiver: failure or delay in enforcing any provision is not a waiver of that provision or of any other right.
Headings: headings are for convenience only and do not affect interpretation.
Language: the Agreement is written in English. If it is translated into another language, the English version prevails.

24. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the Effective Date at the top of this page. Updated Terms apply to use of the Website from the Effective Date and to Estimates approved after that date. For active Projects and Care Plans, material changes take effect 30 days after we notify the Client by email, and the Client may cancel a Care Plan in accordance with Section 11 before the changes take effect. Terms applicable to an active Project at the time its Estimate was approved continue to apply to that Project unless the parties agree otherwise in writing.

25. Contact Us

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

Grizzly Beam LLC
Address: 7901 4th St N Ste 300, St. Petersburg, FL 33702, United States
Email: hello@grizzlybeam.com
Website: https://grizzlybeam.com/