TERMS OF SERVICE

1. DEFINITIONS & INTERPRETATION

As used in these Terms, the following terms have the meanings set forth below:

• "Agreement" means these Terms, along with any mutually executed Proposal, SOW, invoice, or Change Order.
• "Deliverables" means the specific work products (e.g., code, designs, graphics, copy) produced by the Company for Client as defined in an applicable SOW.
• "Project" refers to any assignment, engagement, or campaign defined in a SOW.
• "Services" means all professional services offered by the Company, including design, development, marketing, SEO, and copywriting.
• "Statement of Work" or "SOW" (or "Proposal") means the document executed by both parties describing the scope, timelines, pricing, and deliverables for a Project.
• "Third-Party Services" refers to external platforms, software, APIs, hosting providers, or assets not owned or controlled by the Company.

2. ELIGIBILITY & ELECTRONIC ACCEPTANCE

To engage our Services, you warrant that you are at least eighteen (18) years of age, possess the legal capacity to contract, and that all information provided to us is accurate and lawful.

The parties agree that electronic signatures, clicking "accept," email confirmation, or making a deposit payment each constitute valid electronic acceptance of these Terms and any SOW, carrying the same legal weight as a handwritten signature under the Texas Uniform Electronic Transactions Act (UETA).

3. PROJECT MANAGEMENT & CHANGE REQUESTS

3.1. Project Scope

The Company shall only perform Services and deliver work explicitly detailed in an executed SOW or Proposal. Any work requested outside this scope is a "Change Request" and will require a written amendment or separate SOW detailing additional fees and timeline adjustments. Preliminary consultations, sales discussions, or marketing materials do not modify the scope.

3.2. Client Responsibilities

The timely completion of any Project depends on active cooperation from the Client. The Client must:

• Provide accurate and complete Project requirements.
• Supply all necessary text, logos, branding assets, credentials, and hosting/API access.
• Designate a primary point of contact authorized to make binding decisions.
• Review Deliverables and provide consolidated feedback within the agreed review window.

The Company is not liable for Project delays, missed launches, or budget overruns resulting from the Client’s failure to fulfill these responsibilities.

3.3. Project Timelines & Delays

All delivery schedules and milestones are good-faith estimates, not guaranteed deadlines. If Client delays (such as late feedback, missing content, or payment delays) stall progress, the Company reserves the right to suspend work, adjust schedules based on resource availability, and charge reasonable restart or administrative fees.

3.4. Abandoned Projects

A Project is deemed "Abandoned" if the Client fails to provide meaningful communication or required inputs for thirty (30) consecutive calendar days. Upon classification as Abandoned:

• Work is suspended, and previously agreed schedules are void.
• The Company may reassign personnel to other projects.
• A reactivation fee will apply to resume work, subject to current scheduling.
• The Company reserves the right to permanently archive Project files and does not guarantee indefinite storage of code, assets, or design files.

3.5. Revisions

Standard SOWs include a specific number of revision rounds. A "revision" means minor adjustments to an existing Deliverable to align it with the originally approved design concept. Revisions do not include entirely new design concepts, fundamental changes to project goals, or work requested after final approval of a milestone, which will be billed as Change Requests at our standard hourly rates.

4. PAYMENTS & FINANCIAL TERMS

4.1. Payment Terms

Client shall pay all fees in accordance with the billing terms and payment schedule set forth in the SOW or invoice. Unless otherwise stated, work will not commence until any required advance deposit is paid and cleared.

Invoices are deemed accepted unless disputed in writing within five (5) Business Days of receipt. Disputes regarding a portion of an invoice do not excuse payment of undisputed amounts.

4.2. Milestone Payments

For phased Projects, payments are tied to milestones. Client's written or electronic approval of a milestone signifies acceptance of all work in that phase and authorizes the Company to bill for the milestone and proceed to the next phase.

The Company reserves the right to suspend all work on subsequent phases if any milestone payment is overdue.

4.3. Overdue Payments & Collections

Invoices not paid by the due date are overdue. If any payment remains unpaid, the Company may suspend ongoing work, restrict access to staging/development servers, and withhold final Deliverables.

Overdue balances of more than thirty (30) calendar days will accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted under Texas law.

Client shall reimburse the Company for all reasonable costs incurred in recovering overdue amounts, including collection agency fees, legal fees, and court costs.

4.4. Taxes & Currency

All prices and quotes are denominated in United States Dollars (USD) and are exclusive of all sales, use, value-added, or withholding taxes.

Client is solely responsible for paying all applicable taxes arising from the Services, excluding taxes based on the Company's net income.

Any currency conversion, transaction, or international banking fees shall be borne entirely by the Client.

5. REFUND, CANCELLATION, & TERMINATION

5.1. Refund Policy

Due to the highly customized, labor-intensive nature of professional digital services, refunds are strictly governed as follows:

• Deposits: Non-refundable once work (including research, planning, or scheduling) has commenced. If a Project is canceled before any work begins, the Company may issue a partial refund after deducting payment processing and administrative costs.
• Completed Work: No refunds are issued for work already completed, milestones approved, or Services delivered.
• Custom & Creative Deliverables: Design concepts, logos, brand guidelines, illustrations, motion graphics, and copy are custom-built and non-refundable once production begins.
• Marketing & SEO: SEO retainers and digital marketing service fees are non-refundable once the service period starts. Third-party ad spend paid directly to platforms is non-refundable and subject to those platforms' terms.

5.2. Cancellation & Suspension

Client may cancel a Project at any time by providing written notice. Upon cancellation, Client remains liable for all work performed, milestones reached, and non-cancelable third-party commitments incurred up to the date of cancellation, which will be billed immediately.

The Company may suspend Services immediately if Client breaches these Terms, fails to pay invoices, provides infringing or unlawful content, or refuses to cooperate.

5.3. Termination

Either party may terminate a Project or the business relationship for cause upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice.

The Company may terminate the relationship immediately if Client engages in abusive, unlawful, or threatening behavior, or if performing the Services exposes the Company to legal, financial, or reputational liability.

Accrued payment obligations, intellectual property ownership rules, confidentiality, disclaimers, liability limits, and dispute resolution clauses shall survive any termination.

6. INTELLECTUAL PROPERTY & OWNERSHIP

6.1. Company Intellectual Property

The Company retains exclusive ownership over all its pre-existing intellectual property, reusable code libraries, development frameworks, proprietary templates, tools, workflows, and methodologies.

No transfer of ownership occurs under these Terms regarding the Company's proprietary systems or design systems intended for reuse.

6.2. Ownership Pending Full Payment

All Deliverables, drafts, concepts, source code, design files, and assets created by the Company remain the exclusive property of the Company until all outstanding invoices and fees related to the Project have been paid in full.

Prior to full payment, Client has no ownership rights, and the Company may withhold source files, credentials, staging sites, and final deployments.

Any use of Deliverables prior to full payment is strictly prohibited.

6.3. Ownership After Full Payment

Upon receipt of final, cleared payment, the Company transfers to Client all intellectual property rights in the final approved Deliverables specifically identified for delivery in the SOW.

This transfer does not include preliminary concepts, rejected designs, alternative drafts, or working files, which remain the sole property of the Company.

Where Deliverables incorporate third-party or open-source components, ownership transfers only to the extent permitted by the respective licenses.

6.4. Client Content Ownership & Indemnity

Client retains ownership of all logos, assets, and text supplied to the Company.

Client represents and warrants that it owns or possesses all necessary licenses and permissions for such content, and that its use does not infringe any third-party intellectual property rights.

Client shall indemnify and hold the Company harmless from any third-party claims arising from Client-supplied materials.

6.5. Portfolio Rights

Unless otherwise agreed in writing, the Company reserves the right to display completed Projects, client names, logos, screenshots, and testimonials in its marketing materials, social media, and online portfolios.

The Company will not disclose confidential, non-public data without prior consent.

If Client requires absolute confidentiality, a written agreement must be executed prior to Project commencement, which may incur additional fees.

7. CONFIDENTIALITY

Each party agrees to hold in strict confidence all non-public, proprietary business, technical, and financial information disclosed by the other party ("Confidential Information").

Neither party shall disclose Confidential Information to any third party, except to trusted employees or contractors who need to know and are bound by equivalent confidentiality obligations, or as required by law.

Confidentiality obligations do not apply to information that is publicly available through no breach of this Agreement, was already known, or was independently developed.

This section survives the termination of the business relationship for a period of five (5) years.

8. SERVICE-SPECIFIC OPERATIONAL TERMS

8.1. Website & Mobile App Development

• Custom development is performed strictly to the specifications in the SOW. Unless specified, standard scopes do not include ongoing maintenance, hosting, content writing, or accessibility certification.
• App store submission (Apple App Store, Google Play) is subject to independent marketplace review. The Company cannot guarantee approval, compliance, or review timelines.
• Client is responsible for maintaining active marketplace developer accounts.
• Post-launch support is limited to correcting reproducible, documented defects in the delivered scope reported within thirty (30) days of deployment, after which support is billed under a separate maintenance agreement.

8.2. Brand & Graphic Design

• Creative design is inherently subjective. The Company will design to the objectives in the SOW but cannot guarantee satisfaction of subjective personal tastes.
• Source files (e.g., native Adobe or Figma files) are only delivered if explicitly purchased and specified in the SOW.
• Logo and brand assets do not include trademark clearance search, legal registration, or copyright filing, which remain the sole responsibility of the Client.

8.3. Digital Marketing & SEO

• SEO and digital marketing are ongoing processes. Because search engine algorithms, ad network policies, and competitor actions change constantly, the Company does not guarantee specific rankings, traffic, lead volume, CPC, ad approvals, or revenue.
• The Company follows industry-standard, white-hat SEO practices and reserves the right to refuse client-requested optimization techniques that violate search engine guidelines.

9. AI USAGE & POLICIES

To optimize workflow and technical execution, the Company may utilize artificial intelligence ("AI") tools for drafting, ideation, coding assistance, or design exploration.

All AI-assisted outputs are subject to human review, professional quality assurance, and manual refinement by our specialists.

The Company makes no warranties regarding AI-assisted outputs, which may be subject to evolving global intellectual property frameworks.

Nothing in this section transfers ownership of any underlying AI models or proprietary algorithms.

Clients may request in writing that no AI tools be used during their Project, which may result in adjusted pricing and project timelines to accommodate manual processes.

10. THIRD-PARTY DEPENDENCIES & INFRASTRUCTURE

The Company's Services and Deliverables rely on Third-Party Services (e.g., hosting providers, registrar services, SSL certificates, email platforms, plugins, APIs, fonts, and themes).

The Client acknowledges that:

• The Company does not own, control, or warrant Third-Party Services, and is not liable for hosting outages, expired third-party licenses, plugin incompatibilities, API deprecations, email service issues, or policy changes implemented by third-party vendors.
• Client is responsible for licensing, subscription fees, and timely renewal of all third-party components (e.g., themes, plugins, hosting, domains) post-launch, unless covered under a separate managed service agreement.
• If a third-party asset or software changes pricing, terms, or availability, any additional development required to adjust the Deliverable will be treated as a Change Request.

11. SERVICE DISCLAIMERS & WARRANTY EXCLUSIONS

11.1. "As-Is" Warranty Disclaimer

Except as expressly stated in a signed SOW, all Services and Deliverables are provided on an "AS IS" and "AS AVAILABLE" basis.

To the maximum extent permitted by law, the Company disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility with future browser or operating system updates, continuous availability, or error-free operation.

11.2. Cybersecurity Disclaimer

The Company implements commercially reasonable standards, but does not guarantee that websites, applications, database integrations, or servers will be completely immune to cyberattacks, data breaches, malware, ransomware, or unauthorized access.

Following Project delivery, Client assumes full operational responsibility for maintaining secure credentials, performing software updates, implementing multi-factor authentication, and securing their technical environment.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall Digital Lucent LLC, its members, officers, employees, or subcontractors be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of profits, lost revenue, lost data, business interruption, loss of goodwill, or reputational harm, regardless of the legal theory (contract, tort, negligence, or otherwise), even if advised of the possibility of such damages.

The Company's total aggregate liability arising out of or relating to this Agreement, any SOW, or the Services provided shall not exceed the total amount of professional fees actually paid by the Client to the Company for the specific Project giving rise to the claim.

13. INDEMNIFICATION

Client shall defend, indemnify, and hold harmless Digital Lucent LLC, its members, managers, officers, employees, and subcontractors from and against any third-party claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Client's breach of this Agreement.
• Intellectual property infringement claims regarding any content, graphics, text, or trademarks supplied by the Client.
• Client's misuse of the Deliverables.
• The products, services, or commercial activities conducted by Client through the Deliverables.
• Client's violation of applicable laws, privacy regulations, or consumer protection standards.

14. COMPLIANCE & DISPUTE RESOLUTION

14.1. Compliance & Export Laws

Both parties shall comply with all applicable local, state, and federal laws.

The Client is solely responsible for ensuring its business, website, and marketing operations comply with consumer privacy laws, accessibility requirements (e.g., ADA compliance), and licensing laws.

Deliverables may be subject to U.S. export control and trade sanctions, and Client agrees not to transfer, export, or use them in prohibited jurisdictions.

14.2. Good Faith Negotiation

Before initiating formal legal action, the parties agree to notify each other of any dispute and engage in direct, good-faith negotiations for at least thirty (30) calendar days to reach an amicable resolution.

14.3. Binding Arbitration

If negotiation fails, any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation or breach, shall be resolved by binding arbitration.

• Language: The arbitration shall be conducted in the English language.
• Venue: The venue shall be in the State of Texas, United States.
• Administration: The proceeding shall be administered by a mutually agreed arbitration provider, or under standard commercial arbitration rules before a single neutral arbitrator with experience in technology contracts.
• Final Decision: The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
• Costs: Each party shall bear its own attorneys' fees and costs, unless otherwise awarded by the arbitrator.

Nothing in this section prevents either party from seeking immediate injunctive or equitable relief in court to protect its intellectual property or confidential information.

14.4. Governing Law & Jurisdiction

This Agreement, and all claims arising out of the Services, shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of laws principles.

If arbitration is deemed unenforceable, or for proceedings to enforce an arbitration award, the parties agree to the exclusive jurisdiction of the state and federal courts located in the State of Texas.

14.5. Chargebacks & Payment Disputes

Initiating a payment chargeback or merchant dispute with a credit card company or payment processor without first pursuing good-faith resolution with the Company constitutes a material breach of this Agreement.

If a chargeback is initiated, the Company reserves the right to immediately suspend all Services, revoke temporary design and code licenses, restrict live server/website access, and reclaim ownership rights of any Deliverables.

The Client shall remain liable for the original invoice balance, plus reasonable administrative fees, chargeback fees, collection agency fees, and legal costs incurred by the Company in contesting or recovering the funds.

15. GENERAL LEGAL PROVISIONS

15.1. Independent Contractor

The Company is an independent contractor.

Nothing in this Agreement creates any partnership, joint venture, employer-employee, or agency relationship between the parties.

15.2. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, labor strikes, pandemics, government orders, telecommunications failures, regional internet outages, or widespread cloud infrastructure failures.

Timelines will be extended by a period corresponding to the duration of the delay.

15.3. Priority of Documents

In the event of a direct conflict, the order of precedence shall be:

• Any executed Master Services Agreement.
• The applicable SOW or Proposal.
• Executed Change Orders.
• These Terms of Service.

15.4. Miscellaneous

• Waiver: No waiver of any provision or breach shall be valid unless in writing, nor shall it constitute a waiver of any subsequent breach.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force.
• Assignment: Client may not assign or transfer its rights or obligations under this Agreement without the Company's prior written consent. The Company may assign its rights to affiliates or successor entities.
• Entire Agreement: This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter and supersedes all prior written or oral agreements, negotiations, and discussions.

Correspondence Policy

Digital Lucent is not responsible for communication from email addresses other than info@digitallucent.com.

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