Terms and Conditions

Last updated: October 11, 2026

Effective date: October 11, 2026, for use of the Site and for Proposals signed or accepted on or after that date. For clients who accepted the version dated September 1, 2025, this version applies to their Services 30 days after we email them notice of it, or sooner if they accept it in writing; until then, the September 1, 2025 version continues to apply to them.

These Terms and Conditions (the "Terms") are provided by DGY Group LLC, a Wyoming limited liability company that operates the Digitalegy brand ("Digitalegy," "we," "us" or "our"). Digitalegy is a DGY Group LLC company.

These Terms cover two things:

  • The website: your use of the website at digitalegy.io, including its English and Spanish pages, blog, landing pages, forms, chat, meeting scheduler, calculators, downloads and other tools (the "Site"). Sections 3 to 7 apply to the Site.
  • The professional services: the consulting, implementation, design and other professional services we provide to our clients (the "Services"). Sections 9 to 19 apply to the Services.

Sections 1, 2, 8 and 20 to 28 apply to both. Please read these Terms carefully, especially Section 21 (Disclaimers), Section 22 (Limitation of liability), Section 24 (Term, suspension and termination), which explains when the Services continue after your Proposal ends and how they are invoiced, and Section 26 (Governing law and venue).

1. Who we are and who these Terms are for

The Site and the Services are operated by DGY Group LLC, a Wyoming limited liability company that operates the Digitalegy brand. You can reach us by email at hi@digitalegy.io.

The Site and the Services are intended for businesses and for professionals acting in a business capacity. They are not intended for personal, family or household use, and they are not directed to children. You must be at least 18 years old and able to enter into a binding contract to use the Site or to request Services.

If you use the Site or request Services on behalf of a company or other organization, you confirm that you are authorized to accept these Terms for it, and "you" and "client" then refer to that organization.

This version replaces the Terms and Conditions dated September 1, 2025. For clients who accepted an earlier version, see the effective date at the top of these Terms and Section 25. If your current Proposal was signed with Digitalegia, S.A.S. de C.V., it remains an agreement with that company until you and we agree in writing to transfer it to DGY Group LLC. We will contact you to arrange that transfer.

2. Agreement and order of precedence

How you accept these Terms

  • Site: by accessing or using the Site, you agree to these Terms. If you do not agree, please do not use the Site.
  • Services: these Terms apply to the Services when you sign or electronically accept a Proposal that refers to them. If we agree in writing to start Services before a Proposal is signed or accepted, these Terms apply to those Services from the moment you confirm in writing that you want us to start. Contacting us, asking for a quote or booking a meeting with us through the Site does not by itself make you a client or bind you to Sections 9 to 19.

Proposals, approvals and other documents may be signed or accepted electronically. You and we agree that an electronic signature, approval or record will not be denied legal effect because it is electronic.

Key terms

  • "Proposal" means any proposal, statement of work (SOW), quote, order form, master services agreement or similar document that describes Services and that you and we sign or accept, including electronically.
  • "Project Plan" means the worksheet or work instruction and the project schedule (Gantt chart) that define a project's scope, deliverables, parameters and dates, as reviewed and accepted by you.
  • "Deliverable" means any work product we deliver to you as part of the Services, such as a design, web page, document, configuration, workflow, report, video or other material.
  • "Client Materials" means the content, data, trademarks and other materials you provide to us.

Order of precedence

If documents conflict, the following order applies, from highest to lowest:

  1. a separate data processing agreement signed by you and us, but only for the processing of personal information;
  2. your signed or accepted Proposal, including any Project Plan approved under it, but only for the Services it covers;
  3. these Terms.

In other words, a Proposal controls over these Terms where the two conflict, and these Terms apply where the Proposal is silent. If we provide Services without a Proposal, these Terms govern those Services. Terms in your purchase orders or similar documents do not apply unless we agree to them in writing. Our Privacy Policy explains how we handle personal information and is part of these Terms.

3. Website content

The content on the Site, including blog articles, guides, ebooks, templates, case studies and videos, is provided for general information only. It is not legal, tax, accounting, financial or other professional advice, and it is not a substitute for advice tailored to your situation. Using the Site or reading our content does not make you our client; that relationship starts only when you and we agree on Services.

Results from tools on the Site, such as the ROI and total cost of ownership (TCO) calculators and the HubSpot Website Grader, are estimates based on the information you enter and on general assumptions. They are not guarantees, quotes or professional advice.

We try to keep the Site accurate and current, but its content may be incomplete or out of date, and it may describe third-party products, features or prices that change over time. Some Site content has been translated between English and Spanish, and translations may not be perfect. We may change, update or remove any part of the Site at any time, and we do not promise that the Site will always be available or free of errors.

4. Our content, downloads and trademarks

The Site and its content, including text, graphics, logos, images, videos, ebooks, templates and software, and the selection and arrangement of that content, are owned by DGY Group LLC or its licensors and are protected by intellectual property laws. Except for the limited rights described in this section, we do not grant you any rights in them.

You may view, download and print Site content, and use the ebooks, templates and other materials we offer for download, for your own internal business purposes. You may not sell, resell, sublicense, redistribute or republish them, offer them as your own product or service, remove copyright or other notices from them, or use them to build a competing product or service. You may share links to our pages and quote short excerpts, with attribution to Digitalegy and a link to the source.

The Digitalegy and DGY Group names and logos identify our business. You may not use them in a way that suggests a partnership, sponsorship or endorsement without our written permission. Other names and marks mentioned on or embedded in the Site, including HubSpot, Google, YouTube, WhatsApp, Meta, Facebook, LinkedIn, X (formerly Twitter), TikTok, Vimeo, Spotify and GIPHY, belong to their respective owners, and mentioning them does not mean that their owners sponsor or endorse us.

We provide HubSpot services as an independent HubSpot partner. We are not HubSpot, Inc., and our partner status does not mean that HubSpot, Inc. endorses, sponsors or guarantees our content, tools or Services.

5. Information you send us through the Site

When you submit a form, book a meeting, start a chat, use a calculator or the Website Grader, subscribe to our blog or newsletter, register for an event, download content or email us, you agree that:

  • the information you provide is accurate, and it is yours to share or you are authorized to share it;
  • you will not submit sensitive information, such as Social Security or tax identification numbers, government ID or driver's license numbers, financial account or card numbers, passwords, medical or health insurance information, or biometric data; and
  • you will not send us confidential information through Site forms or chat. If you need to share confidential information before we start working together, ask us first so we can agree on how to protect it.

Chat conversations on the Site are recorded and stored in HubSpot, and some answers may be provided by automated tools, including artificial intelligence. Automated answers may be incomplete or inaccurate and are not professional advice. If an answer matters to a decision you are making, please confirm it with our team by email.

If you send us ideas, suggestions or other feedback about the Site or the Services, we may use it without restriction or payment to you. This does not affect how we handle your personal information, which is described in our Privacy Policy.

6. Acceptable use

You agree not to:

  • use the Site in violation of any law or regulation, or in a way that infringes anyone's rights;
  • submit false or misleading information, or another person's information without authorization, or impersonate any person or organization;
  • use the forms, chat or meeting scheduler to send spam, advertising, malicious links or automated submissions;
  • probe, scan or test the vulnerability of the Site or our systems, or try to get around any security or access controls;
  • upload or send viruses, malware or other harmful code;
  • interfere with or overload the Site, including through denial-of-service attacks;
  • use bots, scrapers or other automated tools to access or copy the Site in a way that ignores our robots.txt instructions, overloads the Site or collects personal information about other people (search engines and AI services that follow our robots.txt instructions may index the Site);
  • copy, frame or mirror the Site, or present our content in a way that suggests it is yours or that we endorse you; or
  • reverse engineer or try to extract the source code of any tool on the Site, except where the law expressly allows it.

If we believe someone is misusing the Site, we may block access, remove content or take other reasonable steps, including reporting the misuse to the appropriate authorities.

7. Links, embedded content and third-party tools

The Site contains links to other websites and content embedded from third parties, such as YouTube videos, HubSpot videos, Google Maps, Vimeo videos, Spotify players, GIPHY images, Facebook content and LinkedIn posts. Our blog pages also include LinkedIn, Facebook and X (formerly Twitter) share buttons. The scripts for these buttons load from LinkedIn, Meta and X when a blog page opens, even if you do not click them, and these companies can set or read their own cookies. Some tools on the Site, such as forms, the meeting scheduler, chat, calculators and the Website Grader, are provided through HubSpot. These third parties operate under their own terms and privacy policies, for example:

We do not control and are not responsible for third-party websites, content or tools, and a link or embed does not mean that we endorse them. You use them at your own risk and under their terms.

You may link to the Site as long as the link is fair and lawful and does not suggest a sponsorship, endorsement or affiliation with us that does not exist.

8. Privacy and electronic communications

Our Privacy Policy explains what personal information we collect through the Site and the Services, how we use and share it, the cookies and similar technologies we use, and the choices and rights available to you. It is part of these Terms.

You agree that we may communicate with you electronically, for example by email or through the Site, and that notices, agreements and other communications we send electronically satisfy any requirement that they be in writing.

Accepting these Terms does not, by itself, sign you up for marketing communications. Marketing emails, and any marketing text or WhatsApp messages, are governed by our Privacy Policy and by the choices and consents you give when you sign up. You can unsubscribe from marketing emails at any time by using the link in the email or by writing to hi@digitalegy.io.

9. Services and deliverables

We provide B2B revenue operations consulting and HubSpot partner services. Depending on your Proposal, the Services may include HubSpot implementation, onboarding and self-onboarding, HubSpot support, marketing operations, growth-driven web design, answer engine optimization (AEO) and AI search optimization, AI agents for WhatsApp, strategy consultations, and design, development and multimedia production work such as web design, editorial design, graphic design, photography and video production, and video editing.

The scope, deliverables, schedule, fees and any other specific terms of each engagement are set out in your Proposal and Project Plan. Work that is not described there is outside the scope. If you ask for it, we may handle it as a change under Section 11 or as additional Services under a new or amended Proposal.

We decide how to perform the Services, including which team members do the work. We may use qualified subcontractors, and we remain responsible for their work under these Terms.

When a Service is designed for your team to carry out the work with our guidance (for example, self-onboarding), you are responsible for the work your team performs and for the decisions it makes in your systems.

Our Services are not exclusive. We may provide similar services to other clients, as long as we do not use or disclose your Confidential Information in doing so.

10. Project process, approvals and acceptance

Project Plan

Every design, development or multimedia production project is carried out strictly on the basis of its Project Plan: the worksheet or work instruction and the project schedule (Gantt chart) defined in advance and reviewed, accepted and agreed to by you.

Once you approve the Project Plan, production is considered ready to begin under the parameters and specifications it contains.

Your feedback and approvals

To keep the project on track, please give us your feedback on, or approval of, each deliverable within 2 business days. If your response takes longer, the project schedule will be adjusted accordingly.

Acceptance of deliverables

A deliverable is accepted when you approve it. If, within 5 business days after we deliver it, you have neither approved it nor sent us a written request for revisions through the communication channel we agreed on, the deliverable is considered accepted.

11. Change policy

Change limit

To keep the work efficient and meet the agreed deadlines, each deliverable includes a maximum of 3 changes during its production process, unless your Proposal states a different number.

What counts as a change

A "change" is any modification or task on a deliverable that takes more than 10 minutes of production time. Small requests that take 10 minutes or less, such as a one-off spelling correction or a simple color adjustment, are not counted as changes. Each modification that meets this definition counts as one change, even when several are requested in the same message. A group of changes requested together is a "round" of changes.

Additional changes

If you need more changes than the limit that applies to the deliverable, each additional change is billed as an extra service at the rate in your Proposal or, if your Proposal has no rate, at a price we quote you in writing before we do the work. We will also give you a new delivery date.

12. Change limits and examples by type of service

The rules and examples below apply when your Proposal includes that type of work, unless your Proposal states a different change limit. The examples are illustrations, not a complete list.

Web design (web development)

Change limit: up to 3 changes to the initial design or functionality proposal.

Examples of a change:

  • Modifying the complete structure of a section (for example, changing the order of elements or the number of columns).
  • Replacing a complete set of images or icons.
  • Requesting a new section that was not included in the initial worksheet.
  • Changing the main typography or the color palette of the entire page.

Article design (editorial)

Change limit: up to 3 changes to the initial design and layout proposal.

Examples of a change:

  • Rearranging the layout of text and images on a full page.
  • Modifying the design of headings or subheadings throughout the document.
  • Changing the template or formatting of quotations and text blocks.
  • Requesting the replacement of an infographic or an entire graphic.

Graphic design (branding and advertising)

Change limit: up to 3 changes to the initial design proposal.

Examples of a change:

  • Requesting a new logo proposal with a different concept.
  • Changing the complete composition of a poster or billboard.
  • Modifying the type of illustration or the graphic style of a piece.
  • Replacing the main text with a completely new and longer text that requires reorganizing the design.

Photography and video production

Change limit: up to 3 changes during pre-production (for example, adjusting locations or selecting models). Once production begins, any change that requires a new day of shooting or an additional session is treated as a separate project.

Examples of a change during pre-production:

  • Requesting a different location from the one agreed.
  • Changing the models or the wardrobe completely.
  • Moving the shoot to a different day.

Video editing

Change limit: up to 3 changes to the first cut or proposed edit.

Examples of a change:

  • Replacing an entire sequence of clips with another.
  • Requesting a change to the soundtrack or voice-over.
  • Changing the style or pace of the edit (for example, from slow to fast paced).
  • Requesting new motion graphics that were not included in the initial proposal.

13. Timelines and delivery

Change processing times

When you confirm a change request, we will give you an estimated turnaround time based on the complexity of the change. Turnaround times are estimates, not guaranteed delivery dates.

Impact on the schedule

Each round of changes you request extends the project schedule. If one or more rounds of changes are required, we cannot guarantee the project's final delivery date.

Delays caused by others

The dates in a Project Plan assume that you provide feedback, approvals, materials and access on time. If you do not, or if a third-party platform causes a delay, the schedule will be adjusted accordingly, and we are not responsible for the resulting delay.

14. Client responsibilities and access to your systems

To allow us to perform the Services, you agree to:

  • name a contact person who can make decisions and give approvals for your organization;
  • provide on time the information, content, materials, decisions and approvals we reasonably need;
  • make sure that Client Materials (including text, images, logos, contact lists and customer data) are accurate, that you have the rights and permissions needed for us to use them in the Services, and that their use does not violate any law or anyone's rights;
  • give us appropriate access to the systems involved in the Services, such as your HubSpot portal, website, domain, Google accounts, WhatsApp Business account or other tools, with the permissions the work requires;
  • keep your own subscriptions and licenses for those systems active and in good standing;
  • keep your own backups of the data and content in your systems;
  • review deliverables before you publish or use them, and make the final decisions about how they are used in your business; and
  • comply with the laws and platform rules that apply to your business, including those on marketing emails, calls and messages, consent and privacy.

Access to your systems

Where a platform allows it, please give us access by creating user accounts for our team members (for example, as users in your HubSpot portal) instead of sharing your own passwords, and give us only the permissions the work requires. We will use that access only to perform the Services, and we will follow your reasonable security instructions.

You remain responsible for your systems, for the users and permissions you grant, and for changes made by your own team or by other vendors. You may remove our access at any time. When the Services end, please remove our access or ask us to remove it.

15. Third-party platforms

Many Services are performed on, or connect to, platforms owned and operated by third parties, such as HubSpot (HubSpot, Inc.), Google (for example, Google Workspace, Google Analytics and Google Ads), WhatsApp and other Meta services, and hosting, domain and other software providers. For these platforms:

  • your use of each platform is governed by the agreement between you and its provider, and you are responsible for accepting and complying with its terms and policies;
  • subscription, usage, messaging and advertising fees charged by these providers are your responsibility unless your Proposal says otherwise;
  • the providers, not us, control their features, prices, availability, data handling and policy enforcement, and they may change them at any time;
  • we are not responsible for outages, errors, data loss, changes to features or policies, account restrictions or suspensions, or other acts or omissions of these providers, or for their effect on the Services; and
  • our HubSpot partner status does not make us an agent of HubSpot, Inc., and we cannot bind HubSpot or any other provider.

Useful references include the HubSpot Privacy Policy, the HubSpot Data Processing Agreement, the Google Privacy Policy, the WhatsApp Business Messaging Policy and the Meta Privacy Policy.

AI agents for WhatsApp and other automated tools

If we build or configure AI agents, chatbots or other automated tools for you, including AI agents for WhatsApp:

  • you decide where and how they are used, and which information, instructions and knowledge sources they rely on;
  • AI outputs can be inaccurate, incomplete or inappropriate, so you are responsible for supervising the tools and reviewing their outputs and performance;
  • you are responsible for obtaining any opt-in permission or consent required before messages are sent, for honoring opt-out requests, and for complying with the WhatsApp Business Messaging Policy and with the laws that apply to your messages, such as laws on marketing calls and text messages (for example, the U.S. Telephone Consumer Protection Act, where it applies), privacy and consumer protection; and
  • we do not guarantee that a platform provider will approve, keep active or not restrict any account, phone number, message template or agent.

16. Fees and payment

The fees, invoicing schedule and payment terms for the Services are those stated in your Proposal. If we provide Services without a Proposal, the fees are those we confirm to you in writing (email is enough) before we start the work. We do not take payments through the Site.

Fees do not include taxes. You are responsible for any sales, use, value added or similar taxes on the Services, other than taxes on our net income. If the law requires you to withhold tax from a payment to us, you will increase the payment so that we receive the full amount invoiced, unless your Proposal says otherwise.

  • Additional changes: changes beyond the agreed limit are billed as extra services (Section 11). During photography or video production, changes that require a new day of shooting or an additional session are handled as a separate project (Section 12).
  • Continued Services: if the Services continue after your Proposal ends, as described in Section 24, we invoice them at the fees agreed under that section.
  • Third-party fees: fees charged by third-party platforms are covered in Section 15.

17. Intellectual property and license of deliverables

Your materials

You keep all rights in Client Materials. You grant us a non-exclusive, royalty-free license to use, copy, modify and display Client Materials only as needed to perform the Services.

Our materials

DGY Group LLC and its licensors keep all rights in the tools, methods, know-how, frameworks, templates, code, modules, documentation and other materials that we created before or independently of your project, or that we use across clients, including improvements to them ("Digitalegy Materials").

Third-party materials

Deliverables may include third-party materials, such as stock images, fonts, music, plugins, themes or modules, or open-source software. These remain subject to their own licenses, which you agree to follow, and we do not transfer ownership of them.

Deliverables

Unless your Proposal says otherwise, once you have paid in full for a deliverable, DGY Group LLC assigns to you its rights in the final version of that deliverable created specifically for you, excluding Digitalegy Materials and third-party materials. To the extent a deliverable includes Digitalegy Materials, we grant you a non-exclusive, perpetual, worldwide, royalty-free license to use, copy and modify them as part of that deliverable for your business purposes. You may not sell or license Digitalegy Materials separately from the deliverable.

Until you have paid in full for a deliverable, we keep our rights in it, and you have a limited, non-exclusive license to use it as needed for the project. Drafts, alternative concepts and other work that you do not select, or that does not become part of a final deliverable, remain ours.

18. Confidentiality

"Confidential Information" means non-public information that one party (the discloser) shares with the other (the recipient) in connection with the Services and that is marked as confidential or that a reasonable person would understand to be confidential, such as business plans, pricing, customer data, system credentials, financial information and the terms of a Proposal.

The recipient will:

  • use Confidential Information only to perform or receive the Services, or to exercise its rights under these Terms;
  • disclose it only to its employees, contractors and advisors who need to know it for those purposes and who are bound by confidentiality obligations at least as protective as these; and
  • protect it with at least reasonable care.

Confidential Information does not include information that is or becomes public through no fault of the recipient, that the recipient already knew without a duty of confidentiality, that the recipient lawfully receives from a third party without a duty of confidentiality, or that the recipient develops independently. The recipient may disclose Confidential Information when required by law or by a court order, after giving the discloser prompt notice where the law allows, so that the discloser can seek protection.

When the Services end, or at the discloser's request, the recipient will return or delete the discloser's Confidential Information, except for copies it must keep by law or that remain in routine backups, which stay protected by this section. These obligations continue after the Services end for as long as the information remains confidential.

19. Data protection

Our own processing

Our Privacy Policy describes how we handle personal information as a business in our own right, for example information about visitors to the Site, people who contact us, and the contacts at our clients who work with us.

Processing on behalf of clients

When the Services involve personal information that you control, such as contacts and customer records in your HubSpot portal, submissions to your website forms, or conversations handled by an AI agent we build for you, you decide why and how that information is processed, and we process it on your behalf as your service provider or processor. In that case:

  • we process the personal information only to provide the Services and according to your documented instructions, which include your Proposal and these Terms, unless the law requires otherwise;
  • we will not sell or share the personal information, or retain, use or disclose it for any purpose other than providing the Services, or outside our direct business relationship with you;
  • we will not combine it with personal information we receive from others or collect on our own, except as the law allows service providers to do;
  • we will comply with the privacy laws that apply to us as your service provider and provide the same level of privacy protection they require, and we will tell you if we determine that we can no longer meet those obligations, in which case you may take reasonable and appropriate steps to stop and remediate any unauthorized use;
  • we keep it confidential, and the people who work with it are bound by confidentiality obligations;
  • we use reasonable administrative, technical and physical safeguards appropriate to the Services;
  • we will tell you as soon as practicable if we become aware of a security breach affecting that personal information, and we will cooperate with you so that any notices required by law can be given;
  • we will reasonably help you respond to requests from individuals who exercise their privacy rights, to the extent the requests relate to our Services;
  • when the Services end, we will delete or return the personal information as you instruct, unless the law requires us to keep it; and
  • if we use subcontractors to process it, we will tell you, and we will bind them by written contract to protect it in a way consistent with these commitments.

You are responsible for your own privacy notices, for having a lawful basis and any required consents for the personal information you collect and share with us, and for the instructions you give us. Please share only the personal information the Services require, and do not share sensitive personal information unless your Proposal calls for it. Your organization's privacy notice, not ours, governs the personal information we process on your behalf, and individuals who want to exercise their rights over it should contact you.

If the law that applies to you requires a specific data processing agreement, we will work with you in good faith to sign one, and it will control as described in Section 2.

20. Warranties

We will perform the Services in a professional and workmanlike manner, with reasonable care and skill, consistent with generally accepted industry practices. If the Services do not meet this standard, tell us in writing and describe the problem. As your exclusive remedy, and our entire liability for breach of this warranty, we will correct or re-perform the nonconforming Services or, if we cannot do so within a reasonable time, refund the fees you paid for the nonconforming part of the Services. You must tell us about a warranty claim in writing within 30 days after we deliver the deliverable or perform the Services concerned. Acceptance of a deliverable under Section 10 does not waive this warranty during that period.

You confirm that you have the right to provide the Client Materials and the system access you give us, and that your instructions to us and your use of the deliverables will comply with applicable law.

21. Disclaimers

Except for the express warranties in Section 20, and to the fullest extent permitted by law, the Site, its content and tools, and the Services and deliverables are provided "as is" and "as available," and we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising from course of dealing or usage of trade.

In particular, and without limiting the paragraph above:

  • No guaranteed results. We do not guarantee any specific business result, such as revenue, sales, leads, traffic, conversion rates, search rankings, citations or mentions in AI assistants or answer engines, or the adoption of tools by your team. These results depend on many factors outside our control, including your market, your team and the decisions of third-party platforms.
  • Estimates. Calculator results, Website Grader scores, forecasts and similar outputs are estimates, not guarantees.
  • No legal or other professional advice. Our content and Services do not include legal, tax, accounting or financial advice. We may point out compliance topics, for example about privacy, consent or marketing rules, but you should rely on your own advisors for decisions about legal compliance.
  • Third-party platforms and AI. We do not warrant the performance, availability or outputs of third-party platforms or of AI tools, including AI agents we configure for you.
  • Availability. We do not warrant that the Site, the deliverables or any system will be uninterrupted, error-free or secure against every threat.

22. Limitation of liability

To the fullest extent permitted by law:

  • neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunities, loss of goodwill, or loss or corruption of data, arising out of or relating to these Terms, the Site or the Services, even if it was told that such damages were possible; and
  • the total liability of DGY Group LLC and its members, managers, employees, contractors and agents, taken together, arising out of or relating to these Terms, the Site and the Services, under any theory of liability, including contract, tort (including negligence) or otherwise, will not exceed the total fees you paid to DGY Group LLC for the Services giving rise to the claim during the 12 months before the event that gave rise to the liability, or, for claims that relate only to the Site, one hundred U.S. dollars (US$100).

These limits do not apply to liability for fraud, gross negligence, or willful or wanton misconduct, to your obligation to pay fees, to your indemnification obligations under Section 23, to your infringement or misappropriation of our intellectual property or your breach of Section 4 or Section 17, or to any liability that cannot be limited or excluded under applicable law. These limits reflect the allocation of risk between the parties, are an essential part of the bargain, and apply even if a limited remedy fails of its essential purpose.

23. Indemnification

To the extent permitted by law, you will defend, indemnify and hold harmless DGY Group LLC and its members, managers, employees, contractors and agents from and against any third-party claim, and the related losses, damages, fines, costs and reasonable attorneys' fees, arising out of or relating to:

  • your misuse of the Site or your breach of these Terms;
  • Client Materials, including any claim that they infringe or misappropriate a third party's rights;
  • your instructions to us, or your use of the deliverables (including messages sent through tools we configure for you), in violation of law, platform policies or third-party rights; or
  • personal information you collect or provide to us without the notices, consents or other legal basis required by law,

except to the extent the claim is caused by our breach of these Terms or by our fraud, gross negligence, or willful or wanton misconduct.

We will give you prompt notice of the claim (a delay relieves you of your obligations only to the extent it materially harms your defense) and reasonable cooperation at your expense, and you may control the defense. You may not settle a claim in a way that imposes obligations on us or admits fault on our behalf without our written consent. We may take part in the defense with our own counsel at our own expense.

24. Term, suspension and termination

Term

These Terms apply to your use of the Site for as long as you use it. For the Services, they apply from the moment described in Section 2 until the Services end as described in your Proposal or in this section.

Services after your Proposal ends

If you ask us to keep providing Services after the term in your Proposal ends and we agree in writing (email is enough), we will continue to provide them under these Terms and at the fees in your Proposal, or at the fees we quote you in writing before we start, until either party gives the other written notice that the Services will end. Asking a question, attending a meeting or call about a possible new Proposal, receiving routine follow-up on work already delivered, using deliverables we have already delivered, or receiving corrections under Section 20 does not by itself extend the Services or create new fees. We invoice only for Services we actually provide after you agree to continue.

Ending the Services

You may end the Services as provided in your Proposal. If your Proposal does not say how the Services can end, either party may end them by giving the other at least 60 calendar days' prior written notice. If the Services continue after your Proposal ends, either party may end them as described in the subsection above.

Either party may also end the Services by written notice if the other party materially breaches these Terms or the Proposal and does not cure the breach within 30 days after receiving written notice describing it.

Suspension

We may suspend or restrict access to the Site for anyone who violates Section 6. We may also pause the Services if fees that are not in dispute remain unpaid after their due date under your Proposal, after giving you written notice and a reasonable opportunity to pay.

Effect of ending the Services

  • You pay the fees for Services performed up to the date the Services end, as set out in your Proposal.
  • Each party returns or deletes the other's Confidential Information as described in Section 18, and we handle personal information processed on your behalf as described in Section 19.
  • You remove our access to your systems, or ask us to remove it.
  • Any provision that by its nature should continue after the Services end survives, including those on fees owed, intellectual property, confidentiality, data protection, disclaimers, limitation of liability, indemnification, and governing law and venue.

25. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on this page and change the "Last updated" date at the top, and each revision shows its effective date at the top of this page. If a change is material, we will make reasonable efforts to notify active clients by email at least 30 days before it takes effect. Changes apply only going forward and do not apply to any dispute that arose before the change took effect.

If you continue to use the Site after revised Terms take effect, you accept them for your use of the Site. If you use only the Site and do not agree, please stop using it. For the Services, revised Terms apply from their effective date, but if you object in writing before a material change takes effect, the version that applied before the change continues to govern your current Proposal until it ends, and either party may end the Services as described in Section 24.

Changes to these Terms do not change the specific terms of a Proposal, such as its scope, fees or term, unless you and we agree in writing (see the order of precedence in Section 2).

26. Governing law and venue

These Terms, and any dispute or claim arising out of or relating to them, the Site or the Services (including non-contractual disputes or claims), are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules.

Any such dispute will be resolved exclusively in the state courts located in the State of Wyoming (including the Wyoming Chancery Court where it has jurisdiction) or in the United States District Court for the District of Wyoming. You and we consent to the personal jurisdiction of those courts and waive any objection to venue there, including any objection that those courts are an inconvenient forum.

Three exceptions apply:

  • If your Proposal contains a different dispute resolution clause, such as arbitration or a different venue, that clause controls for disputes about the Services it covers.
  • Nothing in these Terms limits any right you have under the mandatory consumer protection or data protection laws of the place where you live or are established, to the extent those laws cannot be waived or limited by contract.
  • Either party may ask any court with jurisdiction for an injunction or other urgent relief to protect its intellectual property or Confidential Information, and DGY Group LLC may also bring a claim for unpaid fees in the courts of the place where you are established.

27. General terms

  • Entire agreement. These Terms, the Privacy Policy, and any Proposal and data processing agreement between you and us are the entire agreement between you and us about their subject matter, and they replace any earlier or contemporaneous understandings about it.
  • Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will stay in full effect.
  • No waiver. If we do not enforce a provision, or delay enforcing it, we do not waive our right to enforce it later.
  • Assignment. You may not assign or transfer these Terms or a Proposal without our prior written consent. We may assign them to an affiliate, or to a successor in a merger, acquisition or sale of all or substantially all of the relevant business, by giving you notice.
  • Independent contractors. You and we are independent contractors. These Terms do not create a partnership, joint venture, employment or agency relationship.
  • Events outside our control. Neither party is responsible for a delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, such as natural disasters, epidemics, war, civil unrest, government action, labor disputes, power or internet failures, cyberattacks, or outages of third-party platforms.
  • Notices. We may send notices to the email address in your Proposal or, if there is none, to the one you most recently used to contact us. You may send notices to hi@digitalegy.io. Notices that clients send to legal@digitalegy.io, the address named in the September 1, 2025 version, are also treated as received. Notices of breach, termination or a legal claim should include "Legal notice" in the subject line. A notice sent by email is considered received on the next business day after it is sent, unless the sender receives a delivery failure message.
  • No third-party beneficiaries. These Terms do not give rights to anyone other than you and us, except for the people protected under Sections 22 and 23.
  • Language. These Terms are written in English. We also provide a Spanish version for convenience. If the versions conflict, the English version controls, unless the law that applies to you requires otherwise.
  • Interpretation. Headings are for convenience only. "Including" and "for example" mean "including without limitation." "Business day" means Monday to Friday, excluding U.S. federal public holidays.

28. Contact us

If you have questions about these Terms, please contact us by email at hi@digitalegy.io. Email is our contact channel for all questions and notices about these Terms.

DGY Group LLC, a Wyoming limited liability company that operates the Digitalegy brand (Digitalegy, a DGY Group LLC company).