Terms of Service

01Eligibility and Authority

You must be at least 18 years old and able to enter a binding contract to use the Services. If you use the Services for a company or other organization, you confirm that you are authorized to accept these Terms on its behalf, and “you” includes that organization.

02Proposals, Agreements, and Order of Precedence

The scope, deliverables, timeline and fees for each project are set out in a proposal, quote, statement of work, service plan or invoice (an “Order”). Every Order is governed by these Terms. If an Order or a separate signed agreement conflicts with these Terms, the Order or signed agreement controls for that project. Timelines and estimates are good-faith projections, not guarantees.

Work outside the agreed scope, such as new features, extra pages, additional revision rounds or added integrations, is a “change request.” Change requests may be billed at our current rates or require a new Order, and we may decline them.

03Fees, Payment, and Billing

• Payment terms. Unless an Order says otherwise, invoices are due on receipt. Deposits are non-refundable once work has been scheduled or started.
• Recurring services. Hosting management, maintenance, support and other monthly plans renew each billing period until cancelled under Section 15. You authorize us and our payment processors to charge your payment method on file for recurring fees and approved charges.
• Late payments. Overdue balances may accrue a late charge of 1.5% per month, or the maximum allowed by law if lower. We may pause work, withhold deliverables, or suspend access to systems we host or manage until the balance is paid, and you are responsible for reasonable collection costs, including attorneys’ fees.
• Third-party costs. Unless an Order says otherwise, you are responsible for third-party costs such as domains, hosting, databases, software subscriptions, API and AI usage fees, plugins, stock assets and app store fees.
• Taxes. Fees do not include taxes. You are responsible for applicable sales, use and similar taxes, other than taxes on our income.
• Price changes. We may change our rates for future work or renewal periods with notice. Changes never apply to amounts already invoiced.
• Billing disputes. Please raise any billing dispute in writing within 30 days of the invoice date, or the invoice is considered accepted. Starting a chargeback without first contacting us is a breach of these Terms.

04Client Responsibilities

You agree to provide the content, information, feedback, approvals and access (such as accounts, credentials and permissions) we reasonably need, when we need it. Delays on your side may extend timelines and may add fees. If a project is paused for more than 30 days waiting on you, we may close it and invoice for the work completed. You are responsible for reviewing and approving deliverables before they go live and for keeping your own backups of your data and accounts.

You confirm that the materials you give us, including text, images, logos and data, are yours or properly licensed, that using them as you direct will not infringe anyone’s rights or break any law, and that you have any consents needed for us to process personal information on your behalf.

05Third-Party Platforms, Tools, and AI

The Services may run on or connect to third-party platforms and tools, such as hosting and database providers, domain registrars, email and SMS services, CRMs, payment processors, app stores, APIs and artificial intelligence models. We may use these tools, including AI, to help perform the Services. Where practical, we set up accounts in your name so you keep ownership. Third-party products are governed by their own terms, and we are not responsible for their availability, pricing, policy changes, data handling, or any account actions they take. AI-generated output can contain errors, so AI-powered features should be monitored, and decisions that matter should keep a person in the loop.

06Intellectual Property

• Our website. This website and its content, design, text, graphics, logos and code belong to Firmroot Digital or our licensors and are protected by intellectual property laws. You may not copy, modify or distribute them without our written permission.
• Your deliverables. When we receive payment in full for an Order, we assign to you our rights in the final deliverables created specifically for you under that Order, including custom source code, excluding Pre-Existing Materials and Third-Party Materials. Until then, all rights remain with us and you have a limited, revocable license to use the deliverables for review and testing.
• Pre-Existing Materials. We keep all rights in our existing and general-purpose materials, including code libraries, components, templates, workflows, processes, tools and know-how, and improvements to them (“Pre-Existing Materials”). Where they are part of your deliverables, you receive a non-exclusive, perpetual license to use them as part of those deliverables.
• Third-Party Materials. Open-source software, fonts, stock assets, plugins and other third-party components (“Third-Party Materials”) are subject to their own licenses, which you agree to follow.
• Drafts and concepts. Unused concepts, drafts and alternative designs remain ours.
• Portfolio. Unless you ask us in writing not to, we may show your name, logo and the work we did for you in our portfolio, website, case studies and marketing.
• Feedback. If you share suggestions or feedback, we may use them without restriction or payment.

07Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Each party will use the other’s Confidential Information only to perform or receive the Services and will protect it with reasonable care. Confidential Information does not include information that is public through no fault of the receiving party, was already known to it, was independently developed, or was rightfully received from someone else. A party may disclose Confidential Information when required by law, with reasonable notice where permitted.

08Non-Solicitation

During our engagement and for 12 months afterward, you agree not to directly or indirectly hire or contract with any Firmroot Digital employee, contractor or subcontractor who worked on your project, other than through Firmroot Digital, without our written consent. If you do, you agree to pay us a placement fee equal to 25% of that person’s first-year compensation, or the fees you paid us for their work in the previous 6 months, whichever is greater.

09Acceptable Use

You agree not to use the website or Services to:

• Break any law or regulation, or infringe anyone’s rights
• Send spam or unsolicited messages, or carry out deceptive or fraudulent activity
• Upload malware or try to gain unauthorized access to our systems or anyone else’s
• Scrape or copy content from our website by automated means without permission
• Interfere with the security or operation of the Services
• Ask us to build anything unlawful, harmful or misleading

We may refuse, pause or stop work we believe violates these Terms, at our discretion.

10No Guarantee of Results

Business outcomes depend on many factors outside our control, including search engine and platform algorithms, competition, market conditions and how a system is used. We do not guarantee specific results such as search rankings, traffic, leads, sales, time savings or return on investment. Examples, demonstrations and projections on our website are illustrative only.

11Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT DELIVERABLES WILL WORK WITH EVERY DEVICE, BROWSER OR FUTURE THIRD-PARTY UPDATE.

Any launch support or bug-fix period is described in your Order. Our Services are technology services. We do not provide legal, tax, accounting, financial, medical or other licensed professional advice, including on regulatory compliance, and you should consult a qualified professional for those matters.

12Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIRMROOT DIGITAL AND ITS OWNERS, EMPLOYEES, CONTRACTORS AND AGENTS WILL NOT BE LIABLE 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 WEBSITE OR SERVICES, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE WEBSITE OR SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS BEFORE THE EVENT THAT CAUSED IT, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT PAID US ANYTHING.

These limits are an essential part of our agreement and apply even if a remedy fails of its essential purpose.

13Indemnification

You agree to defend, indemnify and hold harmless Firmroot Digital and its owners, employees, contractors and agents from any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) materials, data or instructions you provide; (b) your use of the deliverables or Services; (c) your products, services, marketing or communications; (d) your violation of these Terms or any law; or (e) your violation of anyone else’s rights.

14Website Use and Links

We may change, suspend or discontinue any part of the website at any time without notice. The website may link to third-party sites, such as our booking page, that we don’t control, and we are not responsible for their content or practices.

15Term, Cancellation, and Termination

• Cancelling a plan. Unless an Order says otherwise, you may cancel recurring Services with at least 30 days’ written notice to info@firmrootdigital.com. Fees for the current billing period and the notice period are non-refundable.
• Ending a project early. If a project ends before completion for any reason, you agree to pay for work performed and expenses incurred through the end date, plus any commitments we cannot cancel.
• Termination by us. We may suspend or end the Services, or your access to the website, if you fail to pay, breach these Terms, or act abusively toward us, or otherwise with reasonable notice.
• Handover. Once all amounts are paid, we will hand over the deliverables you own and any credentials we hold for accounts in your name.
• Survival. Sections that by their nature should continue after termination, including payment, intellectual property, confidentiality, non-solicitation, disclaimers, limitation of liability, indemnification and dispute resolution, will survive.

16Accounts, Access, and Credentials

If you give us access to your accounts or systems, you remain the owner and are responsible for appropriate permissions and security. We recommend giving us our own user or delegated access instead of sharing your main passwords, and removing or changing access when an engagement ends. We are not responsible for losses caused by credentials you share, actions of other users of your accounts, or security incidents outside our reasonable control.

17Electronic Communications

By using the Services, you agree to receive communications from us electronically, including by email, text message and through our website, and you agree that electronic agreements, notices, approvals and signatures satisfy any requirement that they be in writing. Written approval by email or message is enough to approve proposals, deliverables and change requests.

18Dispute Resolution and Arbitration

Informal resolution. Before filing any claim, you agree to contact us at info@firmrootdigital.com and try to resolve the dispute informally for at least 30 days.

Binding arbitration. If we can’t resolve it informally, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its applicable rules, before a single arbitrator, in Maricopa County, Arizona, or remotely if the arbitrator allows. Judgment on the award may be entered in any court with jurisdiction. Either party may instead bring an individual claim in small claims court if it qualifies, and either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.

CLASS ACTION WAIVER: YOU AND FIRMROOT DIGITAL MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. YOU AND FIRMROOT DIGITAL EACH WAIVE THE RIGHT TO A JURY TRIAL.

Time limit. To the extent the law allows, any claim must be brought within one (1) year after it arises, or it is permanently barred.

19Governing Law and Venue

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-law rules. Subject to Section 18, any court proceeding will be brought only in the state or federal courts located in Maricopa County, Arizona, and you consent to the personal jurisdiction of those courts.

20Changes to These Terms

We may update these Terms from time to time. When we do, we will post the new version on this page and update the “Last updated” date. Changes take effect when posted but never apply retroactively to Orders already signed. Continuing to use the Services after an update means you accept the updated Terms.

21General

• Entire agreement. These Terms, any Orders and our Privacy Policy are the entire agreement between you and us about the Services and replace any earlier understandings.
• Independent contractor. We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Subcontractors. We may use employees, contractors and subcontractors to perform the Services and remain responsible for their work under these Terms.
• Assignment. You may not assign these Terms without our written consent. We may assign them as part of a merger, acquisition or sale of assets, or to an affiliate.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, illness, power or internet outages, third-party platform failures, cyberattacks or government actions.
• Severability. If any provision is found unenforceable, it will be enforced to the fullest extent allowed, and the rest of these Terms stay in effect.
• No waiver. Not enforcing a provision is not a waiver of our right to enforce it later.
• Headings. Headings are for convenience only and do not affect interpretation.

22Contact Us

Questions about these Terms? Contact us: