1. Acceptance of Terms

By accessing or using the services provided by DigitalEdu ("we," "us," or "our"), including our website, tools, applications, and professional services, you ("Client," "you," or "your") agree to be bound by these Terms of Service.

If you are accepting these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms. If you do not have such authority, or if you do not agree to these terms, you must not accept these terms or use our services.

We reserve the right to modify these terms at any time. Material changes will be communicated via email or a prominent notice on our website at least 30 days before they take effect. Your continued use of our services after the effective date of any modifications constitutes your acceptance of the updated terms.

2. Services Description

DigitalEdu provides full-service digital agency solutions, including but not limited to:

• Web Development: Custom website design, e-commerce platforms, web applications, and related technical solutions.
• AI & Automation: Chatbot development, machine learning solutions, data pipelines, and process automation.
• Digital Marketing: Search engine optimization (SEO), paid advertising, content strategy, and analytics.
• UX/UI Design: User research, wireframing, prototyping, and design system creation.
• Mobile App Development: Native and cross-platform mobile applications for iOS and Android.
• Brand Strategy: Visual identity, messaging frameworks, and brand positioning.
• AI-Powered Tools: Online tools including AI article writers, SEO analyzers, and project estimators.

Specific deliverables, timelines, and acceptance criteria for project-based work will be defined in a separate Statement of Work (SOW) or project agreement executed between both parties.

3. Payment Terms

Payment terms are established in each project agreement unless otherwise specified:

• Project Deposits: A non-refundable deposit of 25-50% of the total project fee is required before work begins, as specified in the project agreement.
• Milestone Payments: For larger projects, payments are structured around milestones. Each milestone must be approved and paid before subsequent work proceeds.
• Recurring Services: Monthly retainer and subscription services are billed on the first of each month. Payment is due within 15 days of invoice date.
• Late Payments: Invoices not paid within the specified period accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Expenses: Out-of-pocket expenses incurred on behalf of the Client (e.g., stock photography, third-party software licenses) are billed separately and require prior approval.
• Refunds: Refund eligibility is determined on a case-by-case basis. Deposits are non-refundable. Completed and approved milestones are non-refundable.

All fees are quoted in US Dollars unless otherwise specified. Clients are responsible for any applicable taxes, duties, or currency conversion fees.

4. Intellectual Property

Intellectual property rights are allocated as follows:

• Pre-Existing IP: Each party retains ownership of all intellectual property owned or developed prior to the engagement. DigitalEdu retains ownership of its proprietary tools, frameworks, methodologies, and code libraries.
• Client Deliverables: Upon full payment of all applicable fees, the Client receives a non-exclusive, perpetual license to use all custom deliverables created specifically for the Client under the project agreement.
• Third-Party Components: Deliverables may incorporate third-party open-source or licensed components, which are subject to their respective license terms. DigitalEdu will disclose all third-party components in the project documentation.
• Portfolio Rights: DigitalEdu reserves the right to display completed work in its portfolio, case studies, and marketing materials unless the Client objects in writing.
• AI-Generated Content: Content generated through our AI tools is licensed to the Client upon payment. DigitalEdu does not claim authorship of AI-generated content but retains ownership of the underlying AI technology and models.

5. Limitation of Liability

To the maximum extent permitted by applicable law:

• Cap on Damages: DigitalEdu's total aggregate liability for any claims arising from or related to these terms or our services shall not exceed the total fees paid by the Client to DigitalEdu during the twelve (12) months immediately preceding the event giving rise to the claim.
• Exclusion of Consequential Damages: In no event shall DigitalEdu be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, regardless of the cause of action or theory of liability.
• No Warranty: Our services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
• Client Responsibilities: The Client is responsible for providing accurate and timely information, obtaining necessary approvals, and maintaining backups of their data. DigitalEdu is not liable for delays or issues caused by Client inaction or inaccurate information.

6. Termination

Either party may terminate the engagement under the following conditions:

• For Convenience: Either party may terminate with 30 days' written notice. The Client is responsible for payment of all work completed and expenses incurred up to the termination date.
• For Cause: Either party may terminate immediately upon written notice if the other party materially breaches these terms and fails to cure such breach within 15 days of receiving written notice.
• Non-Payment: DigitalEdu may suspend services after 15 days of non-payment and terminate the engagement after 30 days of non-payment. Outstanding balances remain due and payable.
• Effect of Termination: Upon termination, DigitalEdu will deliver all completed work and project files within 15 business days. Pre-paid fees for undelivered services will be refunded on a pro-rata basis.
• Survival: Sections regarding intellectual property, limitation of liability, confidentiality, and governing law survive termination of the agreement.

7. Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Any dispute arising from or relating to these terms or the services provided shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

The arbitration shall take place in San Francisco, California, and the language of arbitration shall be English. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

8. Contact

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