Terms of Service

These Terms of Service ("Terms") govern your access to and use of the KovaGrow website and any services you engage us to provide. By using this site or engaging KovaGrow, you agree to these Terms.

1. Who we are

"KovaGrow", "we", "us" and "our" refer to KovaGrow, a marketing and web design consultancy operating from Fullerton, California. "You", "your" and "Client" refer to the individual or entity using this site or engaging our services.

2. Services

We provide SEO consulting, marketing retainers, website design and development, website care plans, and related advisory services. The specific scope, deliverables, timeline and fees for any engagement are set out in a written proposal, statement of work or order form (each, an "SOW"). Where an SOW conflicts with these Terms, the SOW controls for that engagement.

3. Fees and payment

• Projects. Fixed-scope website projects are invoiced 50% on acceptance and 50% on launch, unless the SOW says otherwise.
• Retainers and care plans. Billed monthly in advance. Unused hours do not roll over unless expressly stated.
• Payment terms. Invoices are due within 14 days. Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• Pass-through costs. Advertising spend, domains, third-party licences, stock media and hosting outside a care plan are billed at cost.
• Taxes. Fees are exclusive of applicable sales, use or similar taxes.

We may suspend work on accounts more than 30 days overdue after written notice.

4. Cancellation and termination

Retainers and care plans are month-to-month and may be cancelled by either party on 30 days written notice. Fees for the notice period remain payable. For fixed-scope projects, if you cancel after work has begun, you remain responsible for fees for work performed and costs committed up to the cancellation date. Either party may terminate immediately for material breach that remains uncured 15 days after written notice.

5. Your responsibilities

You agree to provide timely feedback, approvals, content, access and credentials reasonably required for us to perform. You represent that any material you supply — text, images, logos, data — is either owned by you or properly licensed, and that our use of it as directed will not infringe any third party rights. Delays caused by outstanding Client inputs may shift timelines and are not our responsibility.

6. Intellectual property and ownership

On receipt of all amounts due for an engagement, you own the final deliverables produced specifically for you, including design files, page code and written content. We retain ownership of our pre-existing materials, frameworks, tooling, know-how and any general methods or techniques, and grant you a perpetual, non-exclusive licence to use those elements as incorporated in your deliverables. We may reference the engagement and display non-confidential work in our portfolio unless you ask us in writing not to.

7. Third-party services

Deliverables may rely on third-party platforms and services (for example hosting, analytics, content delivery networks, advertising platforms and font providers). Those services are governed by their own terms, we do not control them, and we are not responsible for their availability, changes, pricing or acts.

8. Results and no guarantee

Search rankings, traffic, conversion rates and revenue depend on many factors outside our control, including search engine algorithms, competitor activity, your market and your own execution. Figures, case studies and examples on this site are illustrative of past or representative engagements and are not a promise or guarantee of any particular result.

9. Confidentiality

Each party will protect the other non-public information disclosed in connection with an engagement, use it only for purposes of the engagement, and not disclose it to third parties except to personnel and subcontractors bound by comparable obligations, or where disclosure is required by law.

10. Disclaimer of warranties

Except as expressly stated in an SOW, this site and our services are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the site or services will be uninterrupted, timely, secure or error-free.

11. Limitation of liability

To the fullest extent permitted by applicable law: in no event shall KovaGrow, its owners, employees, contractors or agents be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, arising out of or relating to this site, our services or these Terms, whether based in contract, tort (including negligence), strict liability or any other theory, and whether or not we have been advised of the possibility of such damages.

In no event shall the total aggregate liability of KovaGrow arising out of or relating to these Terms or our services exceed the total amount actually paid by you to KovaGrow in the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

12. Indemnification

You agree to indemnify, defend and hold harmless KovaGrow and its owners, employees, contractors and agents from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, settlements, costs and expenses (including reasonable attorneys fees) arising out of or relating to: (a) your use of this site or our services; (b) your breach of these Terms or any SOW; (c) any content, data, materials, trademarks or instructions you supply to us, including any claim that they infringe or misappropriate a third party intellectual property, privacy or other rights; (d) your products, services or business operations; or (e) your violation of any applicable law or regulation. We will notify you of any such claim and may participate in its defense with counsel of our choosing at our own expense. You may not settle any claim in a way that imposes obligations or admissions on us without our prior written consent.

13. Governing law and venue

These Terms and any dispute arising out of or relating to them or to our services are governed by the laws of the State of California, without regard to its conflict-of-laws principles. You and KovaGrow agree that any action, suit or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Orange County, California (the county in which Fullerton, California is located), and each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

14. Dispute resolution

Before filing any action, the parties agree to attempt in good faith to resolve the dispute through direct discussion for at least 30 days after written notice of the dispute. This requirement does not apply to claims for injunctive relief or the protection of intellectual property or confidential information. The prevailing party in any action to enforce these Terms is entitled to recover its reasonable attorneys fees and costs.

15. Changes to these Terms

We may update these Terms from time to time. The last updated date above reflects the current version. Material changes affecting an active engagement will not apply retroactively to that engagement without your agreement. Your continued use of the site after changes are posted constitutes acceptance of the revised Terms.

16. General

If any provision of these Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary and the remainder will stay in full force. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition or sale of assets. These Terms, together with any applicable SOW and our Privacy Policy, are the entire agreement between us on this subject. Neither party is liable for delays caused by events beyond its reasonable control.

17. Contact

Questions about these Terms: hello@kovagrow.com