Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using this Site, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date above. For changes that materially affect your rights, we will make reasonable efforts to provide notice at least thirty (30) days before the changes take effect. Your continued use of the Site after any changes take effect constitutes acceptance of the revised Terms.

2. Description of Services

Groundwork Studio is a digital marketing agency based in Tucson, Arizona, serving local service businesses across the United States. Our Site provides:

• Informational content about our digital marketing services, including website design and development, search engine optimization (SEO), Google Business Profile management, local SEO, paid advertising (Google Ads, LSAs, Meta), content marketing, reputation management, social media management, branding, and AI-assisted marketing services.
• Educational blog articles, guides, and resources related to digital marketing for small and local service businesses.
• Contact and inquiry forms to facilitate potential service engagements.
• Newsletter subscriptions for marketing updates, industry insights, and educational content.
• AI-assisted tools and services, which may include AI-powered chatbots, automated communications, voice assistants, workflow automation, and account management services for platforms such as Shopify. The availability and scope of AI-assisted services will be described in applicable service agreements or on our Site when offered.

The specific scope, deliverables, timeline, fees, and performance expectations for any service engagement will be defined in a separate written agreement or statement of work between you and Groundwork Studio ("Service Agreement"). These Terms govern your use of the Site itself. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to the services described therein.

3. SMS/Text Messaging Terms

By opting in to receive SMS/text messages from Groundwork Studio LLC, you consent to receive automated marketing text messages at the phone number you provided. These messages may include promotional offers, service updates, appointment reminders, and other marketing communications.

• Message frequency varies. The number of messages you receive depends on your interactions with us and active campaigns.
• Message and data rates may apply. Standard messaging and data rates from your wireless carrier may apply. Contact your carrier for details.
• How to opt out. Reply STOP to any message at any time to unsubscribe. You will receive one confirmation and no further messages unless you opt in again.
• How to get help. Reply HELP for assistance or contact us at omar@groundworkstudio.co.
• Consent is not a condition of purchase. You are not required to consent to receive SMS/text messages to purchase any service from Groundwork Studio LLC.
• Age restriction. You must be at least 18 years of age to opt in to receive SMS/text messages from Groundwork Studio LLC.
• Carrier liability. Carriers are not liable for delayed or undelivered messages.

For complete information on how we handle your phone number and SMS consent data, see our Privacy Policy.

4. Intellectual Property

All content on this Site — including but not limited to text, graphics, logos, images, illustrations, blog articles, videos, page designs, source code, and software — is the property of Groundwork Studio LLC or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. The Groundwork Studio name, logo, and all related marks are trademarks of Groundwork Studio LLC.

You may not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, transmit, or commercially exploit any content from this Site without our prior written consent, except for:

• Temporary storage in your browser's cache for personal, non-commercial viewing.
• Printing or downloading a reasonable number of pages for personal, non-commercial use, provided you do not alter or remove any copyright or proprietary notices.

Nothing in these Terms grants you any license or right to use any trademark, service mark, logo, or trade name of Groundwork Studio.

5. User Responsibilities

When using our Site, you agree to:

• Provide accurate, current, and complete information when submitting forms or communicating with us, and update such information as necessary.
• Not use the Site for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation.
• Not attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site through hacking, password mining, or any other means.
• Not use automated systems, bots, scrapers, or scripts to access or interact with the Site in a manner that imposes unreasonable load on our infrastructure or circumvents our security measures.
• Not interfere with or disrupt the integrity, security, or performance of the Site or its underlying infrastructure.
• Not transmit, upload, or introduce any viruses, malware, ransomware, or other harmful or malicious code through the Site.
• Not engage in any conduct that restricts or inhibits any other person from using or enjoying the Site.

We reserve the right to investigate and take appropriate action, including removing content and terminating access, for violations of these responsibilities.

6. Disclaimer of Warranties

THE SITE AND ALL CONTENT, INFORMATION, AND MATERIALS PROVIDED ON THE SITE ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GROUNDWORK STUDIO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

GROUNDWORK STUDIO DOES NOT WARRANT THAT (A) THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) DEFECTS WILL BE CORRECTED; (C) THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS.

Marketing advice, strategies, guides, and other informational content published on this Site are provided for general educational purposes only. Results from implementing any marketing strategies, recommendations, or tactics will vary based on numerous factors outside our control, including but not limited to market conditions, competition, search engine algorithm changes, platform policy changes, advertising platform performance, and individual business factors. Groundwork Studio does not guarantee any specific outcomes, results, rankings, lead volumes, revenue, or return on investment. Past performance of our clients is not indicative of future results.

7. AI-Assisted Services and Content

Groundwork Studio uses artificial intelligence tools to assist with content creation, analysis, communications, and service delivery. This section applies to our use of AI tools and to any AI-powered services we offer.

a. AI Content Disclosure

Content on this Site, including but not limited to blog articles, marketing copy, guides, and educational materials, may be created with the assistance of AI tools. All such content is reviewed by our team before publication. We are committed to the accuracy and quality of our content; however, AI-generated content may contain errors, omissions, or outdated information. We recommend independently verifying any information that is material to a business decision.

b. No Professional Advice

AI-assisted content on our Site does not constitute legal, financial, accounting, medical, or other professional advice. Always consult a qualified professional before making decisions based on information obtained from this Site. Groundwork Studio expressly disclaims any liability arising from reliance on AI-generated content as professional advice.

c. AI Service Limitations

AI tools and services, including AI voice assistants, chatbots, and automated workflows, may make errors, produce unexpected outputs, or behave in ways that differ from explicit instructions. We do not warrant that any AI service will produce accurate, complete, or error-free results. Where we manage third-party platforms (such as Shopify stores) using AI-assisted tools on your behalf, our liability for errors caused by AI tools is limited to the terms set forth in Section 8 of these Terms and in any applicable Service Agreement.

d. AI Voice and Automated Calls

Any outbound phone calls or voice messages made using AI-generated voices will be disclosed as automated at the outset of the interaction. We will obtain all required prior express written consent before making AI-assisted calls under applicable law, including the Telephone Consumer Protection Act (TCPA) and FCC regulations. You may opt out of receiving AI-assisted calls at any time by notifying us at omar@groundworkstudio.co or by following the opt-out instructions provided during any interaction.

8. Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS GROUNDWORK STUDIO'S LIABILITY TO YOU.

EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GROUNDWORK STUDIO LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS OR REVENUE; LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES; LOSS OF DATA OR DATA CORRUPTION; LOSS OF GOODWILL OR REPUTATION; COST OF SUBSTITUTE GOODS OR SERVICES; LOSS OF ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; OR ANY OTHER SIMILAR LOSSES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, OR OTHERWISE, EVEN IF GROUNDWORK STUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

AGGREGATE LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GROUNDWORK STUDIO'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR ANY SERVICES OBTAINED THROUGH THE SITE — REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO GROUNDWORK STUDIO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE; OR (B) FIVE HUNDRED DOLLARS ($500.00 USD).

IP INDEMNIFICATION CAP. NOTWITHSTANDING THE AGGREGATE LIABILITY CAP ABOVE, GROUNDWORK STUDIO'S TOTAL LIABILITY FOR CLAIMS ARISING FROM THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CAUSED BY CONTENT OR DELIVERABLES CREATED BY GROUNDWORK STUDIO SHALL NOT EXCEED THE GREATER OF: (A) TWO TIMES (2X) THE TOTAL FEES ACTUALLY PAID BY YOU TO GROUNDWORK STUDIO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) TWO THOUSAND DOLLARS ($2,000.00 USD).

Carve-Outs.The limitations and exclusions of liability in this Section 8 do not apply to: (i) death or personal injury caused by Groundwork Studio's gross negligence; (ii) fraud, fraudulent misrepresentation, or willful misconduct by Groundwork Studio; (iii) Groundwork Studio's material breach of its confidentiality obligations; or (iv) any liability that cannot be excluded or limited under applicable law.

Jurisdictional Variations. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or limit the exclusion of implied warranties. In such jurisdictions, the foregoing limitations and exclusions shall apply to the fullest extent permitted by applicable law. Nothing in these Terms affects any statutory rights you may have that cannot be waived by contract.

The parties acknowledge that the limitations of liability in this Section 8 reflect a reasonable allocation of risk between the parties and are an essential element of the basis of the bargain between them. Groundwork Studio would not have provided access to the Site or any services on these terms without such limitations.

9. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Groundwork Studio LLC, its members, managers, employees, contractors, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your violation of these Terms; (b) your use of the Site or any services obtained through it; (c) your violation of any applicable law or regulation; (d) your violation of any third party's rights; or (e) any content or information you submit through the Site.

Groundwork Studio reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim. You shall not settle any claim without our prior written consent.

10. Third-Party Links and Services

Our Site may contain links to third-party websites, services, or resources not owned or controlled by Groundwork Studio. We have no control over the content, privacy policies, or practices of any third-party site or service and assume no responsibility or liability for them. The inclusion of any link does not imply endorsement or affiliation. You acknowledge and agree that Groundwork Studio shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any third-party content, goods, or services.

11. Termination

We reserve the right to terminate or suspend your access to the Site, immediately and without prior notice or liability, for any reason, including but not limited to a breach of these Terms. Upon termination, your right to use the Site will immediately cease. Sections 4, 6, 7, 8, 9, 13, 14, and 17 shall survive termination of these Terms and continue in full force and effect.

12. Force Majeure

Groundwork Studio shall not be liable for any delay, failure to perform, or interruption in the availability of the Site or any services arising directly or indirectly from causes beyond our reasonable control, including but not limited to: acts of God; natural disasters; pandemic or epidemic; war, armed conflict, or terrorism; government orders or regulations; Internet or telecommunications outages; third-party service provider failures (including hosting, cloud, or API providers); power outages; labor disputes; or cyberattacks. In such events, our obligations will be suspended for the duration of the force majeure condition.

13. Dispute Resolution; Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH GROUNDWORK STUDIO THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

a. Informal Resolution

Before initiating any arbitration or legal proceeding, the party asserting a claim must provide written notice to the other party describing the nature of the dispute and the relief sought ("Dispute Notice"). The parties shall negotiate in good faith for a period of thirty (30) days following receipt of the Dispute Notice ("Cure Period") to attempt to resolve the dispute informally. Dispute Notices to Groundwork Studio must be sent to omar@groundworkstudio.cowith "Dispute Notice" in the subject line. Arbitration may not be commenced until the Cure Period has elapsed without resolution.

b. Binding Arbitration

If the parties are unable to resolve a dispute during the Cure Period, either party may submit the dispute to binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or your use of the Site — including questions regarding the existence, validity, or scope of this arbitration agreement — shall be determined by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, as modified by this Section 13.

• Arbitrator. A single arbitrator shall be appointed for disputes with a claimed value of $500,000 or less. A panel of three arbitrators shall be appointed for disputes with a claimed value exceeding $500,000.
• Seat and Governing Law. The seat of arbitration shall be Tucson, Arizona. The arbitration shall be conducted under the laws of the State of Arizona, without regard to its conflict-of-law provisions.
• Language. The arbitration shall be conducted in English.
• Costs and Fees.Each party shall bear its own attorneys' fees, costs, and expenses. The parties shall split the arbitrator's fees equally, except that if the arbitrator determines that a claim or defense was frivolous or brought in bad faith, the arbitrator may award fees and costs against the non-prevailing party.
• Award.The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.
• Confidentiality. The arbitration proceedings, any evidence submitted, and the award shall be kept confidential by both parties, except as necessary to enforce the award or as required by law.

c. Class Action Waiver

YOU AND GROUNDWORK STUDIO EACH AGREE THAT ANY CLAIMS OR DISPUTES SHALL BE BROUGHT SOLELY IN YOUR INDIVIDUAL CAPACITY OR GROUNDWORK STUDIO'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, MASS ARBITRATION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

If a court of competent jurisdiction finds the class action waiver in this Section 13(c) unenforceable with respect to any particular claim, then this Section 13 shall not apply to that claim, and that claim must be litigated in court pursuant to Section 14. All other claims subject to this Section 13 shall remain in arbitration.

d. Exception — Injunctive Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief, or other provisional remedies, from a court of competent jurisdiction to prevent actual or imminent infringement, misappropriation, or violation of a party's intellectual property rights or confidential information, without first engaging in the Cure Period or arbitration process. Seeking such relief shall not constitute a waiver of any rights under this Section 13.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict-of-law provisions. For any disputes not subject to arbitration under Section 13, or for the limited purposes described in Section 13(d), each party consents to the exclusive jurisdiction of the state and federal courts located in Pima County, Arizona, and waives any objection to the laying of venue of such proceedings in Pima County, Arizona.

15. Notice Requirements

All notices required or permitted under these Terms shall be in writing and shall be deemed delivered: (a) upon receipt, when delivered by hand; (b) one (1) business day after sending, when sent by reputable overnight courier with confirmation; or (c) upon confirmed delivery, when sent by email with read-receipt or written acknowledgment of receipt. Notices to Groundwork Studio must be sent to omar@groundworkstudio.co with a descriptive subject line. Notices to you will be sent to the email address you provided when contacting us.

16. Force Majeure; Waiver; Severability

a. Waiver

No failure or delay by Groundwork Studio in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. No waiver shall be effective unless made in writing and signed by an authorized representative of Groundwork Studio.

b. Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

17. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Groundwork Studio LLC regarding your use of the Site and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to that subject matter. For the avoidance of doubt, any separate Service Agreement entered into between you and Groundwork Studio shall govern the specific services described therein; in the event of a conflict between these Terms and a Service Agreement with respect to the services, the Service Agreement shall control.

18. Contact Us

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

• Email: omar@groundworkstudio.co
• Business: Groundwork Studio LLC
• Location: Tucson, Arizona, United States