Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your use of the Ground Theory LLC website at groundtheoryops.com, our estimate request and online booking process, and the outdoor property services we provide. By accessing our website, requesting an estimate, scheduling a service, signing a proposal, or otherwise engaging Ground Theory, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you may not use our website or engage our services. These Terms constitute a legally binding agreement between you ("Customer," "you," or "your") and Ground Theory LLC ("we," "us," "our," or "Company"). If you are entering into this agreement on behalf of a business or organization, you represent and warrant that you have the authority to bind that entity.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• •"Company" or "Ground Theory" means Ground Theory LLC, a Colorado limited liability company
• •"Customer" or "you" means the individual or entity engaging Ground Theory for services, including any authorized agent or property owner
• •"Services" means the landscape, hardscape, irrigation, drainage, lighting, maintenance, and related outdoor property services described in Section 3
• •"Proposal" or "Estimate" means the written or electronic document describing the scope of work, pricing, and terms for a specific project
• •"Work" means the labor, materials, and equipment furnished by Ground Theory under an approved Proposal
• •"Site" or "Property" means the customer's real property where services are performed
• •"Warranty Period" means the period during which the applicable warranty coverage is in effect as set forth in Section 7

3. Scope of Services

Ground Theory provides outdoor property solutions for residential and commercial properties, organized into three service categories:

• •Build — landscape construction, retaining walls, patios, walkways and paths, landscape construction, planting and softscape, irrigation installation, drainage solutions, landscape lighting, and outdoor enhancements
• •Maintain — landscape maintenance, seasonal cleanups (spring and fall), mulching, shrub and tree trimming, irrigation repair, sprinkler winterization, property refreshes, estate maintenance, weed control, and lawn health
• •Improve — landscape renovations, property upgrades, irrigation upgrades, outdoor lighting additions, drainage corrections, landscape redesign, plant replacements, and seasonal enhancements
• •Additional services — sod installation, grading, soil preparation, snow and ice management (where offered), and other outdoor property services agreed upon in writing

The specific services to be performed for your property will be outlined in your estimate, proposal, or service agreement. Ground Theory reserves the right to decline, modify, or discontinue any service at our discretion. All services are subject to availability, weather conditions, property access, and applicable permits.

4. Estimates, Proposals & Pricing

• •All estimates are based on visible site conditions, measurements, and information available at the time of evaluation
• •Estimates are valid for thirty (30) days from the date issued unless otherwise stated in writing
• •Pricing is based on the scope of work described in the estimate; any additions, deletions, or changes requested by the customer will be priced separately through a change order (see Section 5)
• •Pricing may be adjusted if additional work, unforeseen subsurface conditions, or changed site conditions are discovered after the estimate is provided
• •Underground conditions including but not limited to rock, debris, buried concrete, unmarked utilities, existing irrigation lines, root systems, or inadequate base materials may result in additional charges
• •Customer approval will be obtained before any additional work or charges beyond the original estimate are incurred, except in emergencies where delay would cause damage or safety risk
• •Written proposals, once signed or approved electronically, serve as the agreement for the scope and cost of the project
• •Verbal estimates are approximate and subject to written confirmation
• •Prices do not include applicable sales tax, permit fees, or utility locate fees unless explicitly stated

5. Change Orders

Any changes to the scope of work after a Proposal has been approved must be documented in a written or electronic change order signed or approved by the customer before the additional work begins. Change orders will describe the additional work, materials, and cost, and become part of the agreement once approved. Ground Theory is not obligated to perform work outside the original scope without an approved change order, and the customer is not obligated to pay for work outside the approved scope that was not authorized. In the case of unforeseen site conditions that require immediate attention to prevent property damage or safety hazards, Ground Theory may proceed with minimal additional work and notify the customer as soon as practicable, with any related charges documented after the fact.

6. Permits, Utilities & Code Compliance

Ground Theory will obtain building, grading, or construction permits where required by local jurisdiction and where included in the scope of the approved Proposal. Permit fees, if any, will be the customer's responsibility unless otherwise stated. The customer is responsible for obtaining HOA architectural approval, neighborhood association approvals, or property owner consent where applicable, prior to the commencement of work. For projects involving excavation, trenching, or digging, Ground Theory will contact the Colorado 811 Utility Notification Center (call 811) to have public underground utilities marked prior to excavation. However, private utilities — including but not limited to private irrigation lines, low-voltage landscape lighting wiring, invisible or underground pet fences, septic systems, privately owned water or gas lines, and secondary power lines — are NOT located by the 811 service and are the customer's responsibility to identify and mark before work begins. The customer is responsible for all costs and damages associated with unmarked or improperly marked private underground items. If unanticipated underground obstructions are encountered, work may be paused and additional charges may apply. Ground Theory will perform work in general compliance with applicable building codes and industry standards, but cannot guarantee approval or acceptance by any HOA or neighborhood association.

7. Workmanship Warranty

Ground Theory stands behind the quality of our work. We provide the following workmanship warranties on qualifying installation and construction projects, measured from the date of substantial completion (the date the work is finished and the property is made available to the customer):

• •Hardscape construction (retaining walls, patios, walkways, driveways, fire pits, seat walls) — one (1) year workmanship warranty against defects in construction, including structural failure due to improper installation, settling, or separation caused by workmanship
• •Landscape construction and installation — one (1) year workmanship warranty on installation methods, including grading, base preparation, and assembly
• •Irrigation system installation — one (1) year workmanship warranty on installation labor and connections; sprinkler heads, valves, controllers, and other components carry their respective manufacturer warranties
• •Drainage solutions — one (1) year workmanship warranty on installation; performance is dependent on upstream water sources and surrounding grading (see Section 13)
• •Landscape lighting installation — one (1) year workmanship warranty on installation and connections; fixtures, transformers, and bulbs carry their respective manufacturer warranties
• •Plants, trees, and shrubs installed by Ground Theory — ninety (90) day replacement warranty, conditioned on the customer following provided watering and care instructions and maintaining functioning irrigation; replacement is for plant material only and does not include labor after the 90-day period
• •Sod installation — thirty (30) day establishment warranty, conditioned on the customer following the provided watering schedule; sod must be kept adequately watered during establishment
• •Mulching, seasonal cleanups, pruning, mowing, and other maintenance services — no warranty, as these are service-based and results depend on ongoing conditions and care
• •Recurring maintenance service visits — no warranty on individual service performance beyond re-performing the service if reported within forty-eight (48) hours

The specific warranty terms applicable to your project will be detailed in your written Proposal or service agreement, which controls in the event of any conflict with these Terms. Warranty coverage is subject to the conditions and exclusions in Sections 8 and 9.

8. Plant & Material Warranty Exclusions

Ground Theory's warranties cover workmanship performed by Ground Theory. They do not cover materials, plants, or products supplied by the customer or manufactured by third parties, which may carry their own manufacturer warranties that the customer should review and pursue directly with the manufacturer. The following are excluded from warranty coverage:

• •Damage caused by acts of nature, including but not limited to flooding, hail, freeze-thaw cycles, frost heave, drought, extreme heat, lightning, wind, or severe weather events
• •Damage caused by improper maintenance, misuse, modification, neglect, or alteration of the work by the customer or any third party after installation
• •Normal settling, weathering, wear and tear, fading, or natural aging of materials, including natural color changes in stone, wood, and metal
• •Plant, tree, or sod failure caused by inadequate or excessive watering, improper mowing, fertilization, pest infestation, disease, animal damage, or soil conditions outside Ground Theory's control
• •Failure or damage caused by pre-existing site conditions, including poor drainage, expansive soils, or subsurface issues not disclosed or not addressed in the scope of work
• •Damage to irrigation, drainage, or lighting systems caused by customer or third-party modification, lack of winterization, freezing, or improper use
• •Issues arising from failure to follow provided care and watering instructions
• •Damage caused by construction, excavation, or landscaping performed by other contractors after Ground Theory's work is completed
• •Damage caused by chemical application, de-icing salts, fertilizers, or herbicides applied by the customer or third parties
• •Consequential, incidental, or aesthetic damages, or damages to surrounding property not directly caused by Ground Theory's negligence

9. Warranty Claim Process

To make a warranty claim, the customer must notify Ground Theory in writing (email is acceptable) at trent@groundtheoryops.com within the applicable Warranty Period, describing the alleged defect and including photographs if possible. Ground Theory will inspect the affected area within a reasonable time, typically within ten (10) business days, and determine whether the issue is covered under warranty. If the claim is valid, Ground Theory will, at our option, repair or replace the defective workmanship or plant material at no charge to the customer. Warranty repairs do not extend the original Warranty Period. The customer must provide reasonable access to the property for inspection and warranty work. If, upon inspection, the issue is determined not to be covered by warranty, the customer may request a quote for repair work. Ground Theory reserves the right to deny warranty claims that are fraudulent, unsupported, or outside the Warranty Period. This warranty is in lieu of all other warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purpose.

10. Recurring Services

For recurring maintenance and service agreements:

• •Service frequency (weekly, biweekly, monthly, seasonal) will be agreed upon in advance and documented in your service agreement
• •Recurring services may be automatically scheduled based on your selected plan and will continue until cancelled per the terms below
• •Pricing may be adjusted based on changing lawn or property conditions, seasonal requirements, scope changes, or material cost fluctuations — advance notice of at least thirty (30) days will be provided for any price changes to recurring services
• •Recurring service agreements may be cancelled by either party with a minimum of seven (7) days' written notice before the next scheduled service
• •Prepaid seasonal plans are non-refundable except where required by law; unused prepaid visits may, at Ground Theory's discretion, be applied as credit toward future services
• •Service pausing (for vacation, sale of property, or seasonal suspension) is available with reasonable notice
• •Ground Theory may suspend recurring services for non-payment, unsafe site conditions, or breach of these Terms

11. Payments & Billing

• •Payment is due upon completion of service unless otherwise specified in your Proposal or service agreement
• •For larger projects, a deposit and/or progress payments may be required — these terms will be outlined in your written Proposal and become due at the milestones specified
• •Accepted payment methods include credit/debit card (Visa, Mastercard, American Express, Discover), ACH bank transfer, and other methods as specified at the time of service
• •Card and ACH payments are processed through our PCI-compliant payment processor; Ground Theory does not store full card numbers
• •A deposit of up to fifty percent (50%) of the estimated project value may be required for construction projects to secure scheduling and order materials
• •Final payment is due upon substantial completion of the project, as defined in the Proposal
• •Late payments may be subject to a late fee of 1.5% per month (18% annually) or the maximum allowed by law, whichever is less
• •Customers are responsible for any declined, disputed, or failed payments and associated fees, including chargeback fees
• •A returned payment fee of up to $35 may apply for NSF, returned, or rejected transactions
• •Deposits on projects are non-refundable once work has commenced or materials have been ordered, except where required by law
• •Ground Theory may place a lien on the property for unpaid balances in accordance with Colorado mechanics' lien laws (see Section 22)

12. Deposits & Refunds

Deposits collected at project commencement are applied toward the total project cost and are used to secure scheduling, order materials, and allocate crew time. Because materials are often custom-ordered and scheduling is reserved upon deposit, deposits are non-refundable once work has commenced or materials have been ordered, except where required by law. If a project is cancelled by the customer before work begins and before materials are ordered, Ground Theory may, at our discretion, refund the deposit less a reasonable cancellation fee to cover administrative costs and scheduling disruption. If Ground Theory cancels a project before commencement, any deposit will be refunded in full. For recurring maintenance and prepaid seasonal plans, refunds for unused services are issued on a pro-rata basis at Ground Theory's discretion, less the value of any services already performed and any materials used. Refunds, when issued, will be processed to the original payment method within fourteen (14) business days.

13. Scheduling, Cancellations & Rescheduling

• •Ground Theory will make reasonable efforts to schedule services at mutually agreed-upon times
• •A minimum of twenty-four (24) hours' notice is required for cancellations or rescheduling of one-time services
• •Same-day cancellations, missed appointments, or lock-outs (inability to access the property) may incur a service fee of up to the estimated value of the scheduled service or $75, whichever is less
• •Recurring services may be paused or cancelled with a minimum of seven (7) days' written notice before the next scheduled visit
• •Ground Theory reserves the right to reschedule services due to weather, equipment issues, staffing, material availability, or other operational needs — we will make reasonable efforts to reschedule promptly and notify you in advance
• •If Ground Theory needs to reschedule, no cancellation fee will be charged to the customer, and the service will be re-booked at the earliest mutually convenient time
• •Ground Theory is not liable for delays or damages caused by the customer's failure to provide access or by the customer's rescheduling

14. Property Access & Site Conditions

The customer agrees to:

• •Provide safe, reasonable, and unobstructed access to all service areas, including gates, yards, side yards, and pathways
• •Remove obstacles such as toys, furniture, hoses, debris, vehicles, and pet waste prior to service
• •Secure all pets prior to and during service — Ground Theory is not responsible for pets that escape or for service disruptions caused by unsecured pets
• •Disclose the location of all underground utilities, irrigation components, sprinkler heads, valves, septic systems, invisible pet fences, low-voltage wiring, and other buried items prior to service
• •Notify Ground Theory of any known hazards on the property, including steep slopes, unstable ground, hazardous materials, wells, cisterns, or septic fields
• •Obtain any necessary HOA approvals, permits, or property owner permissions prior to service commencement
• •Provide access to water and, where applicable, electricity for irrigation testing, lighting installation, and equipment operation
• •Notify Ground Theory of any special access instructions, gated communities, security codes, or key requirements in advance

Ground Theory is not responsible for damage to property or equipment caused by hidden, unmarked, or improperly installed underground objects, including but not limited to irrigation heads, valve boxes, low-voltage wiring, invisible fences, pipes, or root systems. The customer is responsible for all costs associated with repairing or replacing damaged items that were not properly disclosed or marked.

15. Irrigation & Drainage Systems

For properties with existing irrigation or drainage systems:

• •The customer must disclose the presence and location of all irrigation heads, valves, controllers, drip lines, drain lines, and related components
• •Ground Theory is not responsible for damage to irrigation or drainage components that are improperly installed, buried, not visible, or not disclosed
• •Adjustments to irrigation systems may be necessary following landscape work — the customer should monitor and adjust watering schedules as needed and per provided care instructions
• •Ground Theory is not liable for pre-existing irrigation or drainage deficiencies, leaks, or system failures
• •Drainage solutions are designed based on site conditions, surrounding grading, and water flow patterns at the time of evaluation; changes to surrounding properties, upstream water sources, or grading may affect performance and are outside Ground Theory's control
• •Ground Theory does not guarantee that drainage solutions will eliminate all standing water during extreme weather events exceeding design capacity

16. Lawn, Plant & Landscape Health Disclaimer

Ground Theory does not guarantee specific lawn, plant, or landscape outcomes. Living landscapes are biological systems affected by many variables outside of our control, including but not limited to:

• •Soil composition, pH, compaction, and nutrient levels
• •Weather conditions, drought, excessive rainfall, temperature extremes, and freeze-thaw cycles
• •Irrigation system performance and the customer's watering practices
• •Pests, disease, invasive species, and wildlife activity
• •Prior condition and health of the lawn, plants, trees, or soil before Ground Theory's involvement
• •Customer maintenance practices including mowing height, fertilization, aeration, and watering frequency
• •Neighboring property conditions, runoff, chemical drift, and root competition
• •Microclimate variations, sun exposure, and wind patterns specific to the site

While we use industry best practices, quality materials, and regionally appropriate plant selections, we cannot guarantee the survival of plants, the establishment of lawns, or specific aesthetic results. We will provide care instructions and recommendations to support the best possible outcome, and we encourage customers to follow them closely. Any plant replacement warranty is conditioned on the customer following the provided watering and care instructions.

17. Weather & Delays

Outdoor services are inherently subject to weather and environmental conditions. Services may be delayed, rescheduled, or modified due to rain, snow, freezing temperatures, extreme heat, high winds, saturated or frozen ground, or other unsafe or impractical working conditions. Ground Theory will make reasonable efforts to reschedule affected services promptly and will communicate any schedule changes to the customer. Weather-related delays do not constitute a breach of these Terms or grounds for cancellation penalties against Ground Theory. Work performed during or shortly after adverse weather may yield different results than work performed under ideal conditions, and the customer acknowledges that some weather-related variation in results is inherent to outdoor services.

18. Insurance & Licensing

Ground Theory is a licensed and insured landscape and hardscape contractor. We carry general liability insurance and workers' compensation coverage for our employees. Certificates of insurance are available upon request and may name the customer or property owner as an additional insured where required by contract or HOA rules. Ground Theory may use subcontractors for specialized trades. Subcontractors are responsible for maintaining their own licensing and insurance as required by law. The customer is responsible for confirming any HOA, property management, or municipal insurance requirements in advance and notifying Ground Theory before work begins.

19. Subcontractors & Trade Partners

Ground Theory may engage subcontractors, material suppliers, equipment rental companies, and specialized trade partners to complete portions of your project. Ground Theory remains responsible for the overall coordination and quality of the work as described in these Terms. Subcontractors are independent contractors, not employees of Ground Theory, and are responsible for their own workmanship within their scope. Any warranty on subcontracted work is subject to the applicable warranty terms in these Terms and any subcontractor warranties that may apply.

20. Property Damage & Liability

While Ground Theory takes reasonable care to avoid damage to your property:

• •We are not liable for damage caused by pre-existing conditions, hidden objects, or improperly installed components
• •We are not responsible for normal wear and tear or natural deterioration of materials and landscaping
• •Our liability for property damage arising from our services is limited to the cost of the specific service performed or the actual cost of repair, whichever is less
• •Any claim for property damage must be reported to Ground Theory in writing within forty-eight (48) hours of the service date
• •The customer agrees to allow Ground Theory the opportunity to inspect and, at our option, repair any alleged damage before pursuing other remedies
• •Ground Theory is not liable for damage to items left in service areas that were not removed per Section 14
• •Ground Theory is not liable for damage to underground items not disclosed or marked by the customer

21. Limitation of Liability

To the fullest extent permitted by applicable law, Ground Theory, its owners, officers, members, managers, employees, agents, and subcontractors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of property use, loss of income or profits, loss of enjoyment, damage to landscaping not directly caused by our negligence, cost of substitute services, or any other damages arising from or related to our services or website. The total aggregate liability of Ground Theory arising from or related to any service performed shall not exceed the amount actually paid by the customer for the specific service giving rise to the claim. This limitation applies regardless of the legal theory of liability, whether contract, tort (including negligence), strict liability, or otherwise, and even if Ground Theory has been advised of the possibility of such damages. The customer acknowledges that the pricing of services reflects these limitations of liability, and that the customer could have obtained higher liability limits through additional insurance or contractual negotiation if desired.

22. Indemnification

The customer agrees to indemnify, defend, and hold harmless Ground Theory, its owners, officers, members, managers, employees, agents, and subcontractors from and against any and all claims, damages, losses, liabilities, settlements, costs, or expenses (including reasonable attorney's fees) arising out of or related to: (a) the customer's failure to disclose known hazards or underground items on the property; (b) the customer's breach of these Terms or the approved Proposal; (c) the customer's negligence or willful misconduct; (d) damage caused by third parties on the customer's property; (e) the customer's failure to maintain the property or installed work per provided instructions; (f) the customer's infringement of any third-party rights; or (g) any inaccurate information provided by the customer to Ground Theory.

23. Force Majeure

Ground Theory shall not be liable for any delay, failure, or interruption in performing services due to causes beyond our reasonable control, including but not limited to acts of God, severe or extreme weather, natural disasters, fires, floods, pandemics or public health emergencies, labor disputes or shortages, material or supply shortages, equipment failures, governmental actions, utility outages, civil disturbances, terrorism, or other circumstances beyond our control. In such events, we will make commercially reasonable efforts to resume services as soon as practicable and will communicate with the customer regarding revised timelines. Force majeure events do not constitute a breach of these Terms.

24. Site Cleanup & Final Walk-Through

Upon substantial completion of a construction project, Ground Theory will perform a final cleanup of the work area, removing debris, excess materials, and equipment. A final walk-through with the customer may be conducted to review the completed work, identify any punch-list items, and confirm satisfaction. Punch-list items identified during the walk-through will be documented and addressed within a reasonable timeframe, typically within ten (10) business days, weather permitting. Final payment is due upon substantial completion, defined as the point at which the project is usable for its intended purpose, even if minor punch-list items remain. Punch-list items do not constitute grounds to withhold final payment unless they materially affect the usability of the completed work.

25. Liens & Lien Waivers

In accordance with Colorado mechanics' lien laws, Ground Theory and its subcontractors may have the right to file a mechanic's lien against the property for unpaid amounts for labor, materials, or equipment furnished. To protect against liens, the customer may request lien waivers from Ground Theory and its subcontractors upon payment, which Ground Theory will provide in a reasonable timeframe. The customer is responsible for ensuring that all parties who furnish labor or materials to the project are paid. If a subcontractor or supplier files a lien due to Ground Theory's non-payment, Ground Theory will promptly satisfy or bond off the lien upon confirmation that the customer has paid Ground Theory in full for the related work. Ground Theory is not responsible for liens filed by contractors or suppliers engaged directly by the customer.

26. Termination

Either party may terminate a service agreement for cause if the other party materially breaches these Terms or the approved Proposal and fails to cure the breach within ten (10) days after written notice. Ground Theory may immediately suspend or terminate services if the customer fails to make payment when due, if site conditions become unsafe, if the customer breaches these Terms, or if the customer engages in abusive, threatening, or unlawful behavior toward our personnel. Upon termination, the customer is responsible for payment for all work performed and materials ordered up to the date of termination, including non-refundable deposits and restocking fees for ordered materials. Ground Theory will remove equipment and excess materials from the site within a reasonable time after termination, subject to the customer's payment of amounts due.

27. Intellectual Property

All content on this website, including text, graphics, logos, images, designs, photographs, layouts, and software, is the property of Ground Theory and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, publicly display, or use any content from this website without our prior written consent. Project photographs, site documentation, and before-and-after imagery created by Ground Theory remain our property and may be used for portfolio, marketing, social media, and promotional purposes unless the customer requests otherwise in writing prior to project commencement. Ground Theory will honor reasonable requests to exclude identifying property details (such as house numbers) from marketing materials.

28. Website Use & User Conduct

By using this website, you agree that you will not:

• •Use the website for any unlawful purpose or in violation of any applicable law or regulation
• •Attempt to disrupt, hack, or gain unauthorized access to the website, its servers, databases, or any connected systems
• •Submit false, misleading, or fraudulent information through any form, estimate request, or booking tool
• •Use automated tools, bots, scrapers, or spiders to extract data from the website without prior written permission
• •Reproduce, copy, distribute, or create derivative works from website content without authorization
• •Transmit viruses, malware, ransomware, or other malicious code to or through the website
• •Impersonate another person or entity or misrepresent your affiliation with a person or entity
• •Interfere with the proper functioning of the website, including overloading, flooding, or crashing it

Ground Theory reserves the right to restrict, suspend, or terminate access to the website at any time and without notice for any violation of these Terms or for any other reason we determine, in our sole discretion, to be necessary to protect our rights, property, or safety, or that of others. Ground Theory is not liable for any damage or loss resulting from your inability to access the website.

29. Dispute Resolution & Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, our services, or our website shall first be attempted to be resolved through good-faith negotiations between the parties for a period of thirty (30) days after written notice of the dispute. If the dispute cannot be resolved through negotiation, it shall be resolved through binding arbitration administered in the State of Colorado, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator in Douglas County, Colorado. Judgment on the arbitration award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorney's fees, and the arbitrator shall not have authority to award punitive, exemplary, or consequential damages except where such damages are expressly available under applicable statute. This arbitration clause does not apply to small claims court actions that fall within the jurisdictional limits of the Colorado small claims court, which may be pursued in such court.

30. Class Action Waiver

Any arbitration or legal proceeding shall be conducted solely on an individual basis. The customer and Ground Theory agree that neither party may bring a claim in a representative or class capacity, and any arbitration or litigation shall be limited to the individual claims of the parties. No arbitration or court proceeding may be combined with another without the express written consent of all parties involved. If any portion of this class action waiver is found unenforceable, the remainder shall continue in full force and effect.

31. Governing Law & Jurisdiction

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. For any matters not subject to arbitration as described in Section 29, the customer consents to the exclusive jurisdiction of the state and federal courts located in Douglas County, Colorado. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

32. Electronic Signature Consent

By submitting an estimate request, approving a proposal electronically, or checking an acceptance box on our website, you consent to do business with Ground Theory electronically. You agree that your electronic acceptance (including typed names, checked boxes, and digital signatures) has the same legal effect as a handwritten signature for purposes of accepting these Terms, approving Proposals and change orders, and authorizing payments. You further agree to receive estimates, proposals, invoices, and related communications in electronic form. You may request paper copies of any document by contacting us at trent@groundtheoryops.com.

33. Changes to Terms

Ground Theory may update or modify these Terms at any time at our sole discretion. Updated Terms will be posted on this page with a revised effective date. Your continued use of our website or services after any changes constitutes your acceptance of the revised Terms. For service agreements already in progress, the Terms in effect at the time of the signed Proposal will govern the work, except where law requires otherwise or where the updated Terms expressly state they apply retroactively. It is your responsibility to review these Terms periodically.

34. Severability

If any provision of these Terms is found to be unenforceable, invalid, or illegal by a court or arbitrator of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. The parties further agree that, if any provision is deemed overly broad, it shall be enforced to the maximum extent permitted by law rather than being struck down entirely.

35. Waiver & Assignment

No failure or delay by Ground Theory in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of Ground Theory. Ground Theory may assign these Terms and any service agreement, in whole or in part, to a successor, affiliate, or purchaser of all or substantially all of our business or assets. The customer may not assign these Terms or any service agreement without the prior written consent of Ground Theory, and any attempted assignment without consent is void.

36. Relationship of Parties

Ground Theory is an independent contractor. Nothing in these Terms creates any partnership, joint venture, employment, agency, or fiduciary relationship between Ground Theory and the customer. Ground Theory's employees and subcontractors are not employees or agents of the customer. Each party is responsible for its own taxes, insurance, and benefits as applicable.

37. Entire Agreement

These Terms, together with any written Proposal, service agreement, change order, warranty documentation, or recurring service agreement provided by Ground Theory, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements, communications, and understandings, whether oral or written, with respect to such subject matter. In the event of a conflict between these Terms and a signed Proposal or service agreement, the signed Proposal or service agreement shall control with respect to the specific project.

38. Disclaimer of Warranties; AS-IS

EXCEPT FOR THE EXPRESS LIMITED WORKMANSHIP WARRANTY IN SECTION 7, ALL SERVICES, WORK, MATERIALS, AND RESULTS PROVIDED BY GROUND THEORY ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMITTED BY LAW, GROUND THEORY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. GROUND THEORY DOES NOT WARRANT THAT THE SERVICES OR RESULTS WILL MEET THE CUSTOMER'S SPECIFIC REQUIREMENTS, ACHIEVE ANY PARTICULAR AESTHETIC OUTCOME, OR OPERATE WITHOUT INTERRUPTION OR ERROR. NO ORAL OR WRITTEN INFORMATION, ADVICE, OR STATEMENT GIVEN BY GROUND THEORY, ITS EMPLOYEES, OR AGENTS CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THE CUSTOMER ACKNOWLEDGES THAT OUTDOOR LANDSCAPE AND CONSTRUCTION WORK IS SUBJECT TO NATURAL, ENVIRONMENTAL, AND BIOLOGICAL VARIABLES AND THAT PERFECT, PERMANENT, OR GUARANTEED RESULTS CANNOT BE ACHIEVED.

39. Exclusive Remedy; Election of Remedies

THE CUSTOMER'S EXCLUSIVE REMEDY FOR ANY DEFECT IN WORKMANSHIP COVERED BY THE WARRANTY IN SECTION 7, AND GROUND THEORY'S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY OR BREACH OF CONTRACT, IS THE REPAIR OR REPLACEMENT OF THE DEFECTIVE WORK AT GROUND THEORY'S SOLE DISCRETION, AS DESCRIBED IN SECTION 9. THIS EXCLUSIVE REMEDY IS THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER REMEDIES, WHETHER AT LAW, IN EQUITY, OR OTHERWISE, INCLUDING RECOVERY OF CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. IF THE EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, THE LIMITATIONS IN SECTION 21 (LIMITATION OF LIABILITY) SHALL NEVERTHELESS APPLY IN FULL. WHERE A SIGNED PROPOSAL GRANTS A LONGER OR DIFFERENT WARRANTY PERIOD, THE PROPOSAL CONTROLS AS TO DURATION ONLY; ALL OTHER DISCLAIMERS AND LIMITATIONS IN THESE TERMS REMAIN IN FULL FORCE. SOME STATES DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS, SO THE ABOVE MAY NOT FULLY APPLY; IN SUCH CASES, THE DURATION OF ANY IMPLIED WARRANTY IS LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, NOT TO EXCEED THE EXPRESS WARRANTY PERIOD IN SECTION 7.

40. Statute of Limitations; Time Bar

TO THE FULLEST EXTENT PERMITTED BY LAW, THE CUSTOMER AGREES THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, THE WORK, OR THE WEBSITE MUST BE FILED IN A LEGAL PROCEEDING OR ARBITRATION WITHIN ONE (1) YEAR AFTER THE ACCRUAL OF THE CLAIM OR CAUSE OF ACTION, OR WITHIN THE STATUTORY PERIOD REQUIRED BY COLORADO LAW FOR CONSTRUCTION DEFECT CLAIMS IF LONGER, WHICHEVER IS LONGER. ANY CLAIM NOT FILED WITHIN THAT PERIOD IS PERMANENTLY BARRED, REGARDLESS OF WHEN THE CUSTOMER DISCOVERED OR SHOULD HAVE DISCOVERED THE CLAIM, EXCEPT WHERE A LONGER PERIOD IS MANDATED BY APPLICABLE LAW AND CANNOT BE WAIVED. THIS LIMITATIONS PERIOD IS A BINDING SHORTENING OF THE OTHERWISE APPLICABLE STATUTE OF LIMITATIONS AND SURVIVES TERMINATION OF ANY SERVICE AGREEMENT. THE CUSTOMER WAIVES ANY DEFENSE BASED ON THE DISCOVERY RULE TO THE EXTENT PERMITTED BY LAW.

41. Notice and Opportunity to Cure (Right to Repair)

BEFORE FILING ANY LEGAL ACTION, ARBITRATION, OR CONSTRUCTION DEFECT CLAIM AGAINST GROUND THEORY, THE CUSTOMER MUST PROVIDE WRITTEN NOTICE OF THE ALLEGED DEFECT OR CLAIM TO GROUND THEORY AT TRENT@GROUNDTHEORYOPS.COM, INCLUDING A DESCRIPTION OF THE ALLEGED DEFECT, PHOTOGRAPHS, AND THE LOCATION ON THE PROPERTY. GROUND THEORY SHALL HAVE SIXTY (60) DAYS FROM RECEIPT OF SUCH NOTICE TO INSPECT, EVALUATE, AND OFFER TO REPAIR, REPLACE, OR OTHERWISE REMEDY THE ALLEGED DEFECT, CONSISTENT WITH THE COLORADO CONSTRUCTION DEFECT ACTION REFORM ACT AND APPLICABLE LAW. THE CUSTOMER AGREES TO PROVIDE REASONABLE ACCESS TO THE PROPERTY FOR INSPECTION AND REMEDIATION AND MAY NOT OBSTRUCT OR PREVENT THE REMEDIATION. IF THE CUSTOMER FAILS TO PROVIDE THE REQUIRED NOTICE AND OPPORTUNITY TO CURE, ANY SUBSEQUENT LEGAL ACTION MAY BE DISMISSED OR STAYED PENDING COMPLIANCE, AND THE CUSTOMER MAY NOT RECOVER DAMAGES THAT GROUND THEORY COULD HAVE PREVENTED THROUGH TIMELY REMEDIATION. THIS SECTION DOES NOT WAIVE ANY STATUTE OF LIMITATIONS OR OTHER DEFENSE. NOTHING HEREIN WAIVES ANY NON-WAIVABLE CONSUMER PROTECTION.

42. No Reliance; Integration

THE CUSTOMER ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT, THE CUSTOMER HAS NOT RELIED ON ANY ORAL OR WRITTEN REPRESENTATIONS, STATEMENTS, MARKETING MATERIALS, ADVERTISEMENTS, WEBSITE CONTENT, OR COMMUNICATIONS BY GROUND THEORY, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR A SIGNED PROPOSAL. THE CUSTOMER HAS HAD THE OPPORTUNITY TO REVIEW THESE TERMS AND ANY PROPOSAL WITH LEGAL COUNSEL AND HAS EITHER DONE SO OR KNOWINGLY WAIVED THAT RIGHT. ANY PRIOR OR CONTEMPORANEOUS STATEMENTS, NEGOTIATIONS, OR REPRESENTATIONS NOT CONTAINED IN THESE TERMS OR A SIGNED PROPOSAL ARE SUPERSEDED AND HAVE NO LEGAL EFFECT. THESE TERMS, TOGETHER WITH ANY SIGNED PROPOSAL, CONSTITUTE THE FINAL, COMPLETE, AND EXCLUSIVE EXPRESSION OF THE PARTIES' AGREEMENT AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS.

43. Modifications Must Be in Writing

NO AMENDMENT, MODIFICATION, OR WAIVER OF THESE TERMS OR ANY PROPOSAL IS EFFECTIVE UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF GROUND THEORY. NO EMPLOYEE, AGENT, OR SUBCONTRACTOR OF GROUND THEORY HAS AUTHORITY TO ORALLY MODIFY THESE TERMS OR MAKE PROMISES OUTSIDE THE SCOPE OF A SIGNED PROPOSAL. ANY ATTEMPT TO ORALLY MODIFY, SUPPLEMENT, OR CONTRADICT THESE TERMS IS VOID. COURSE OF PERFORMANCE, COURSE OF DEALING, AND USAGE OF TRADE SHALL NOT BE USED TO MODIFY, INTERPRET, OR SUPPLEMENT THESE TERMS. GROUND THEORY'S ACCEPTANCE OF PAYMENT OR PERFORMANCE OF ADDITIONAL WORK DOES NOT CONSTITUTE A WAIVER OF ANY PROVISION.

44. Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY PROPOSAL. THIS WAIVER APPLIES TO ALL CLAIMS, WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE, AND SURVIVES TERMINATION OF THE AGREEMENT. IF EITHER PARTY BRINGS A CLAIM IN COURT RATHER THAN ARBITRATION, IT SHALL DO SO BEFORE A JUDGE WITHOUT A JURY.

45. Survival

THE FOLLOWING PROVISIONS SURVIVE THE COMPLETION, TERMINATION, OR EXPIRATION OF ANY SERVICE AGREEMENT OR THESE TERMS: SECTIONS 4–9 (ESTIMATES, WARRANTY), 18 (INSURANCE), 20–22 (PROPERTY DAMAGE, LIMITATION OF LIABILITY, INDEMNIFICATION), 25 (LIENS), 26 (TERMINATION), 27 (INTELLECTUAL PROPERTY), 28 (WEBSITE USE), 29–31 (DISPUTE RESOLUTION, CLASS ACTION WAIVER, GOVERNING LAW), AND 38–50 (DISCLAIMER, EXCLUSIVE REMEDY, STATUTE OF LIMITATIONS, NOTICE AND CURE, NO RELIANCE, MODIFICATIONS, JURY WAIVER, AND THIS SURVIVAL SECTION). TERMINATION DOES NOT RELIEVE EITHER PARTY OF OBLIGATIONS THAT ACCRUED BEFORE TERMINATION. ALL DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SURVIVE IN PERPETUITY TO THE EXTENT PERMITTED BY LAW.

46. Equitable Relief

THE CUSTOMER ACKNOWLEDGES THAT A BREACH OF SECTIONS 27 (INTELLECTUAL PROPERTY) OR 28 (WEBSITE USE AND USER CONDUCT) MAY CAUSE GROUND THEORY IRREPARABLE HARM FOR WHICH MONETARY DAMAGES WOULD BE AN INADEQUATE REMEDY. ACCORDINGLY, GROUND THEORY MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF, WITHOUT POSTING A BOND OR PROVING ACTUAL DAMAGES, IN ADDITION TO ANY OTHER AVAILABLE REMEDIES. THIS SECTION DOES NOT LIMIT THE CUSTOMER'S RIGHT TO SEEK EQUITABLE RELIEF FOR NON-PAYMENT-RELATED BREACHES BY GROUND THEORY WHERE LEGALLY AVAILABLE.

47. Prevailing Party; Attorney Fees

IN ANY LEGAL ACTION, ARBITRATION, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE PREVAILING PARTY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY FEES, COSTS, AND EXPENSES, TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE ARBITRATION PROVISIONS OF SECTION 29. THE PREVAILING PARTY IS THE PARTY THAT OBTAINS THE MOST FAVORABLE RELIEF, WHETHER BY JUDGMENT, AWARD, OR SETTLEMENT. THIS PROVISION DOES NOT APPLY TO SMALL CLAIMS COURT ACTIONS.

48. No Third-Party Beneficiaries

THESE TERMS ARE FOR THE EXCLUSIVE BENEFIT OF THE CUSTOMER AND GROUND THEORY. NO THIRD PARTY — INCLUDING ANY SUBCONTRACTOR, SUPPLIER, NEIGHBOR, HOA, PROPERTY OWNER, TENANT, SUCCESSOR, OR ASSIGNEE — IS A THIRD-PARTY BENEFICIARY OF THESE TERMS OR ANY PROPOSAL, AND NO THIRD PARTY HAS ANY RIGHT TO ENFORCE ANY PROVISION. NOTHING IN THESE TERMS, EXPRESS OR IMPLIED, CONFERS ANY RIGHTS, REMEDIES, BENEFITS, OR CLAIMS ON ANY PERSON OR ENTITY THAT IS NOT A PARTY TO THESE TERMS. A CUSTOMER MAY NOT BRING A CLAIM ON BEHALF OF ANY THIRD PARTY.

49. Personal Guarantee (Business Customers)

IF THE CUSTOMER IS A BUSINESS, CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY, THE INDIVIDUAL SIGNING OR ELECTRONICALLY APPROVING THE PROPOSAL ON BEHALF OF THE ENTITY PERSONALLY GUARANTEES PAYMENT OF ALL AMOUNTS DUE UNDER THE PROPOSAL AND THESE TERMS. THE PERSONAL GUARANTOR JOINTLY AND SEVERALLY LIABLE WITH THE ENTITY, WAIVES ANY RIGHT TO REQUIRE GROUND THEORY TO PROCEED AGAINST THE ENTITY OR ANY OTHER PARTY FIRST, WAIVES ANY SURETYSHIP DEFENSES, AND WAIVES ANY RIGHT TO EXONERATION. THIS IS A CONTINUING GUARANTEE OF ALL OBLIGATIONS OF THE ENTITY TO GROUND THEORY AND REMAINS IN EFFECT UNTIL ALL AMOUNTS ARE PAID IN FULL. THE GUARANTOR ACKNOWLEDGES THAT THIS GUARANTEE IS A MATERIAL INDUCEMENT FOR GROUND THEORY TO ENTER INTO THE AGREEMENT.

50. Construction & Interpretation

THESE TERMS SHALL BE CONSTRUED AS IF DRAFTED JOINTLY BY THE PARTIES; NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE AGAINST EITHER PARTY BECAUSE GROUND THEORY DRAFTED THESE TERMS. HEADINGS ARE FOR CONVENIENCE ONLY AND DO NOT AFFECT INTERPRETATION. THE WORD "INCLUDING" MEANS "INCLUDING WITHOUT LIMITATION." A REFERENCE TO A STATUTE INCLUDES ANY AMENDMENT, REENACTMENT, OR SUCCESSOR STATUTE. SINGULAR INCLUDES PLURAL AND VICE VERSA. REFERENCES TO DOLLAR AMOUNTS ARE IN U.S. DOLLARS. ELECTRONIC SIGNATURES AND ACCEPTANCE HAVE THE SAME LEGAL EFFECT AS HANDWRITTEN SIGNATURES. IF ANY PROVISION IS HELD UNENFORCEABLE, IT SHALL BE MODIFIED TO THE MINIMUM EXTENT NECESSARY TO MAKE IT ENFORCEABLE, AND THE REMAINDER SHALL CONTINUE IN FULL FORCE AND EFFECT. NO WAIVER IS A CONTINUING WAIVER UNLESS STATED IN WRITING.

51. Contact Information

If you have questions, concerns, or requests regarding these Terms of Service, please contact us:

• •Ground Theory LLC
• •📧 trent@groundtheoryops.com
• •📞 (303) 483-8136
• •📍 Castle Rock & Parker, Colorado