Terms of Service

1. Introduction and Acceptance

Welcome to Digiphusion LLC. These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity you represent, and Digiphusion LLC, a company organized under the laws of the United States with its principal place of business at 5950 Kingsford Ave, Park City, UT 84098-6315. By accessing our website at https://www.digiphusion.mom, using any of our computer systems design, integration, or consulting services, or engaging with us in any professional capacity, you agree to be bound by these Terms of Service.

If you do not agree to all of the terms and conditions contained in this document, you are expressly prohibited from using our website and services and must discontinue use immediately. These Terms apply to all visitors, users, clients, and others who access or use our services.

We reserve the right to modify these Terms at any time at our sole discretion. Changes become effective immediately upon posting to our website, and your continued use of our services after any such modification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for updates.

2. Definitions

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

Company, We, Us, or Our refers to Digiphusion LLC, with its registered address at 5950 Kingsford Ave, Park City, UT 84098-6315, United States.

Client, You, or Your refers to the individual or legal entity accessing or using our website and services, or entering into a service agreement with Digiphusion LLC.

Services refers to the computer systems design, integration, technical consulting, cloud architecture, network engineering, data engineering, and related professional services offered by Digiphusion LLC as described on our website and in individual service agreements.

Website refers to the Digiphusion LLC website accessible at https://www.digiphusion.mom and all subdomains, subpages, and content published thereon.

Service Agreement refers to any separate written agreement, statement of work, proposal, or contract entered into between Digiphusion LLC and a client for the provision of specific services.

Content refers to any text, graphics, images, code, data, documentation, designs, diagrams, or other materials made available through our website or created in the course of providing our services.

3. Eligibility

By using our website and services, you represent and warrant that you are at least eighteen years of age and have the legal capacity to enter into binding contracts. If you are using our services on behalf of an organization or legal entity, you represent and warrant that you have the authority to bind that entity to these Terms of Service.

Our services are designed for business and professional use. We do not knowingly provide services to individuals under the age of eighteen. If we discover that a user under that age has engaged our services without proper authorization, we reserve the right to terminate the engagement immediately and delete any associated data in accordance with applicable law.

Digiphusion LLC reserves the right to refuse service to any person or entity for any lawful reason, including but not limited to violations of these Terms, engagement in activities that may harm our systems or reputation, or failure to meet payment obligations under any existing or prior service agreement.

4. Account Responsibilities

Certain features of our services may require you to create an account or provide registration information. When you create an account with Digiphusion LLC, you agree to provide accurate, current, and complete information and to maintain and promptly update that information as necessary to keep it accurate, current, and complete.

You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account or any other breach of security. Digiphusion LLC will not be liable for any loss or damage arising from your failure to comply with these account security obligations.

We reserve the right to suspend or terminate your account at any time if we reasonably believe that your account has been compromised, is being used in violation of these Terms, or poses a security risk to our systems or other users. You may request termination of your account at any time by contacting us using the information provided in the Contact Information section of these Terms.

5. Service Description

Digiphusion LLC provides professional services in the field of Computer Systems Design and Related Services. Our service offerings include but are not limited to: integrated systems architecture design and implementation, cloud infrastructure planning and migration, enterprise network design and deployment, data engineering and analytics platform development, security architecture and compliance consulting, DevOps and platform engineering services, and strategic technical advisory and architecture review.

All services are provided on a professional basis, and the specific scope, deliverables, timeline, and fees for any engagement are documented in a separate Service Agreement signed by both parties. In the event of any conflict between these Terms of Service and a signed Service Agreement, the terms of the Service Agreement shall prevail with respect to the specific engagement it governs.

We strive to describe our services accurately on our website. However, the descriptions provided on the website are for informational purposes only and do not constitute a binding offer. Actual service specifications, pricing, and timelines will be determined through direct consultation and documented in a formal Service Agreement.

6. Intellectual Property Rights

All content, materials, and intellectual property published on the Digiphusion LLC website, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the design and arrangement of the website, is owned by or licensed to Digiphusion LLC and is protected by United States and international copyright, trademark, and other intellectual property laws.

The Digiphusion name, the DigiPhusion mark, the digiphusion.mom domain, and all related names, logos, product and service names, designs, and slogans are trademarks of Digiphusion LLC or its affiliates. You may not use such marks without the prior written permission of Digiphusion LLC. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners.

With respect to deliverables created in the course of a service engagement, intellectual property rights shall be governed by the terms of the applicable Service Agreement. In the absence of specific provisions in a Service Agreement, Digiphusion LLC retains ownership of all pre-existing intellectual property, methodologies, and tools used in the delivery of services, while the client retains ownership of its pre-existing materials and receives a perpetual, irrevocable license to use the deliverables created specifically for that engagement.

You may access and view the content on our website for your personal, non-commercial use only. You may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website without our express prior written consent, except as incidental to normal web browsing.

7. Client Responsibilities and Conduct

As a client or user of our website and services, you agree to conduct yourself in a professional and lawful manner at all times. You are responsible for providing accurate and complete information necessary for Digiphusion LLC to perform the agreed-upon services, and for making timely decisions and providing timely feedback during the course of any engagement.

You agree not to use our website or services for any purpose that is unlawful or prohibited by these Terms. Prohibited activities include but are not limited to: attempting to gain unauthorized access to our systems or networks, transmitting malicious code or malware, engaging in any activity that interferes with or disrupts our services, using our website to harass, abuse, or harm others, and misrepresenting your identity or affiliation with any person or entity.

You are responsible for maintaining appropriate backup copies of any data, materials, or content you provide to us during the course of an engagement. While we implement reasonable safeguards, Digiphusion LLC is not responsible for any loss or corruption of client data unless such loss or corruption is a direct result of our gross negligence or willful misconduct as determined by a court of competent jurisdiction.

8. Fees, Payments, and Billing

Fees for services provided by Digiphusion LLC are specified in the applicable Service Agreement, proposal, or statement of work. Unless otherwise stated in writing, all fees are quoted in United States Dollars and are exclusive of applicable taxes, which shall be the responsibility of the client.

Payment terms, including invoice frequency, due dates, and accepted payment methods, are set forth in the Service Agreement. For project-based engagements, payment schedules are typically tied to milestone completion. For ongoing services, invoices are typically issued monthly with payment due within thirty days of the invoice date, unless otherwise specified.

Late payments may be subject to interest charges at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower. Digiphusion LLC reserves the right to suspend or terminate services if payment is not received within the agreed-upon timeframe. The client shall be responsible for all reasonable costs of collection, including attorney fees, incurred by Digiphusion LLC in collecting overdue amounts.

9. Term and Termination

These Terms of Service remain in full force and effect while you use our website or services. With respect to specific service engagements, the term shall be as defined in the applicable Service Agreement. Either party may terminate a service engagement in accordance with the termination provisions specified in the Service Agreement.

Digiphusion LLC reserves the right to terminate or suspend your access to our website and services, without prior notice or liability, for any reason, including but not limited to your breach of these Terms, failure to pay fees when due, engagement in conduct that we determine to be harmful to our interests or the interests of other users, or discontinuation of particular services.

Upon termination of a service engagement, the client shall pay all outstanding fees for services performed through the date of termination. Any provisions of these Terms that by their nature should survive termination shall continue in full force and effect, including but not limited to intellectual property rights, confidentiality obligations, disclaimers of warranties, limitations of liability, and indemnification obligations.

10. Confidentiality

In the course of our business relationship, Digiphusion LLC may receive or have access to confidential information belonging to the client. Confidential information includes any non-public information that the client designates as confidential or that, given the nature of the information and the circumstances of disclosure, a reasonable person would understand to be confidential. This includes business plans, financial data, technical specifications, source code, customer lists, trade secrets, and proprietary methodologies.

Digiphusion LLC agrees to hold all confidential information in strict confidence, to use such information only for the purpose of providing the agreed-upon services, and to not disclose confidential information to any third party without the prior written consent of the client, except as required by law or as necessary to our employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth in these Terms.

Confidentiality obligations do not apply to information that: is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure by the disclosing party, is independently developed by the receiving party without use of the confidential information, or is rightfully obtained by the receiving party from a third party without restriction on disclosure.

11. Disclaimer of Warranties

THE WEBSITE AND ALL SERVICES PROVIDED BY DIGIPHUSION LLC ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGIPHUSION LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

DIGIPHUSION LLC DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE, RELIABLE, OR MEET YOUR REQUIREMENTS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR WEBSITE OR SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DIGIPHUSION LLC OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DIGIPHUSION LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE USE OF OR INABILITY TO USE OUR WEBSITE OR SERVICES, OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF DIGIPHUSION LLC FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO DIGIPHUSION LLC DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF DIGIPHUSION LLC SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU MAY HAVE AS A CONSUMER THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.

13. Indemnification

You agree to defend, indemnify, and hold harmless Digiphusion LLC and its officers, directors, employees, agents, contractors, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney fees and court costs, arising out of or related to: your use of our website or services, your violation of these Terms of Service, your violation of any rights of a third party, including intellectual property rights and privacy rights, your violation of any applicable law or regulation, or any claim that content or materials you provided to us caused damage to a third party.

This indemnification obligation shall survive the termination of these Terms of Service and any applicable Service Agreement. Digiphusion LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims. You shall not settle any claim subject to indemnification without the prior written consent of Digiphusion LLC.

14. Governing Law and Jurisdiction

These Terms of Service and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

For any disputes not subject to the mandatory arbitration provisions set forth in Section 15 below, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Summit County, Utah, and you waive any objection to venue in such courts based on forum non conveniens or any other grounds.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or the use of our services must be filed within one year after such claim or cause of action arose, or it shall be forever barred.

15. Dispute Resolution

Digiphusion LLC is committed to resolving disputes with clients in a fair and efficient manner. Before initiating any formal legal proceeding, we encourage you to contact us directly to discuss your concerns. Many disputes can be resolved quickly through good-faith negotiation between the parties.

If a dispute cannot be resolved through informal negotiation within thirty days of the initial notification, either party may elect to submit the dispute to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Salt Lake City, Utah, unless the parties mutually agree to a different location or virtual proceeding.

The arbitrator shall have the authority to award the same damages and relief that a court could award, consistent with these Terms and applicable law. Judgment on the arbitration award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorney fees in connection with the arbitration, provided that the arbitrator may reallocate costs and fees in the award if they determine that a claim was frivolous or brought in bad faith.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information, without the need to post a bond or prove actual damages.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any Service Agreement if such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, floods, earthquakes, fires, epidemics, pandemics, acts of war, terrorism, civil unrest, riots, government orders or regulations, labor disputes, telecommunications failures, power outages, cyberattacks by third parties, or failure of third-party service providers.

The party affected by a force majeure event shall promptly notify the other party of the nature and expected duration of the event and shall use commercially reasonable efforts to resume performance as soon as reasonably practicable. If a force majeure event continues for more than thirty consecutive days, either party may terminate the affected service engagement upon written notice to the other party without further liability, except for payment for services already rendered.

17. Modifications to Terms

Digiphusion LLC reserves the right to modify, amend, or replace these Terms of Service at any time. When we make material changes, we will post the updated Terms on this page and update the Last Updated date shown at the top of the document. We may also provide additional notice through our website or via email for significant changes that materially affect your rights or obligations.

Your continued use of our website and services following the posting of revised Terms constitutes your acceptance of the changes. If you do not agree with the modified Terms, you must discontinue use of our website and services and may terminate any ongoing service engagement in accordance with the termination provisions of the applicable Service Agreement.

We recommend that you review these Terms periodically to stay informed of any updates. The version of these Terms in effect at the time a particular claim arises shall govern the resolution of that claim.

18. Severability

If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed from these Terms if modification is not possible, without affecting the validity and enforceability of the remaining provisions.

The failure of Digiphusion LLC to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of a provision of these Terms must be in writing and signed by an authorized representative of Digiphusion LLC to be effective. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between you and Digiphusion LLC concerning the subject matter hereof and supersede all prior or contemporaneous communications, representations, and agreements, whether oral or written, between the parties relating to that subject matter.

19. Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service, or if you need to contact Digiphusion LLC for any other reason, please use the information provided below. We value open communication and will respond to all inquiries as promptly as possible.

Company Name: Digiphusion LLC

Address: 5950 Kingsford Ave, Park City, UT 84098-6315, United States

Email: notify@digiphusion.mom

Phone: +1 (775) 899-1352

Website: https://www.digiphusion.mom

For legal notices, service of process, or formal correspondence, please direct your communication to the attention of the Legal Department at the physical address listed above. We recommend sending such communications via a trackable delivery method and retaining proof of delivery for your records.