Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Digital Strategy Force ("Company," "we," "us," or "our"), governing your access to and use of the website located at digitalstrategyforce.com (the "Site"), all associated digital tools, resources, and any consulting, design, optimization, or strategic services we provide (collectively, the "Services"). By accessing or using the Site or engaging our Services, you represent and warrant that you have the legal capacity to enter into these Terms and agree to be bound by them in their entirety. If you do not agree to these Terms, you must cease all use of the Site and Services immediately.

2. Description of Services

Digital Strategy Force provides immersive web design and development, Answer Engine Optimization (AEO), Generative Engine Optimization (GEO), Search Engine Optimization (SEO), website health audits, disruptive strategy consulting, digital marketing services, and related advisory and consulting engagements. The specific scope, deliverables, timelines, and fees for any engagement shall be set forth in a separate Statement of Work ("SOW"), proposal, or written agreement executed by both parties. In the event of any conflict between these Terms and a signed SOW, the SOW shall control with respect to the subject matter of that engagement.

3. Use of the Website

3.1 Permitted Use. The content, materials, tools, and resources available on the Site are provided for your general information and lawful use only. You may access and use the Site in accordance with these Terms and all applicable federal, state, and local laws and regulations.

3.2 Prohibited Conduct. You agree not to: (a) use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site; (b) attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site through hacking, password mining, or any other means; (c) use any automated device, robot, spider, scraper, or other automated means to access the Site or collect data without our express written permission; (d) introduce viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (e) reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site or its content for commercial purposes without our written consent; or (f) use the Site to transmit or facilitate the transmission of unsolicited or unauthorized advertising, spam, or promotional materials.

4. Intellectual Property Rights

4.1 Company Ownership. All content, materials, features, and functionality on the Site, including but not limited to text, graphics, logos, icons, images, audio clips, video content, data compilations, software, 3D models, animations, source code, and the compilation thereof, are the exclusive property of Digital Strategy Force or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.2 Trademarks. "Digital Strategy Force," the DSF logo, "Navicomputer," and all related names, logos, product and service names, designs, and slogans are trademarks of Digital Strategy Force. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

4.3 Limited License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal, non-commercial purposes. This license does not include the right to modify, reproduce, distribute, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, except as incidental to normal web browsing.

4.4 Client Deliverables. Ownership and licensing of work product created in connection with client engagements shall be governed by the applicable SOW or written agreement between the parties. Unless otherwise specified in writing, Digital Strategy Force retains all rights to proprietary methodologies, frameworks, tools, and pre-existing intellectual property used in the delivery of Services.

5. Disclaimer of Warranties

5.1 "As Is" Basis. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

5.2 No Guarantee of Results. Digital Strategy Force does not warrant or guarantee that the Services will achieve any particular result, ranking, placement, citation, or business outcome. Search engine algorithms, AI systems, and market conditions are subject to change without notice and are beyond our control. While we employ industry-leading methodologies and best practices, all projections, estimates, and expected outcomes are provided in good faith and are inherently uncertain.

5.3 Informational Content. The articles, guides, tools, and educational materials published on the Site are provided for general informational purposes only and do not constitute legal, financial, tax, accounting, or professional advice. You should consult with qualified professionals before making any business decisions based on information obtained from the Site.

6. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DIGITAL STRATEGY FORCE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE; (C) ANY CONTENT OBTAINED FROM THE SITE; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS (USD $100.00) OR THE AMOUNT YOU PAID US, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7. Indemnification

You agree to defend, indemnify, and hold harmless Digital Strategy Force and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees) arising from or related to: (a) your use of and access to the Site or Services; (b) your violation of any provision of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property right, publicity right, confidentiality right, or privacy right; or (d) any claim that your use of the Site or Services caused damage to a third party. This defense and indemnification obligation shall survive the termination of these Terms and your use of the Site.

8. Third-Party Links and Services

The Site may contain links to third-party websites, services, or resources that are not owned or controlled by Digital Strategy Force. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Digital Strategy Force shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

9. Confidentiality

In the course of providing Services, each party may disclose confidential or proprietary information to the other. The receiving party agrees to hold all such confidential information in strict confidence, not to disclose it to any third party without the prior written consent of the disclosing party, and to use it solely for the purposes of performing obligations under these Terms or an applicable SOW. This obligation of confidentiality shall survive the termination of these Terms for a period of three (3) years following disclosure.

10. Termination & Cancellation

10.1 Termination by Digital Strategy Force. We may terminate or suspend your access to the Site and Services immediately, without prior notice or liability, for any reason, including without limitation: (a) breach of these Terms; (b) failure to remit payment when due; (c) conduct that we determine, in our sole discretion, to be harmful to our business, reputation, or personnel; or (d) upon reasonable determination that continued performance is commercially impracticable. Upon termination by Digital Strategy Force for Client breach, all outstanding fees for work performed through the date of termination become immediately due and payable.

10.2 Termination by Client. The Client may terminate an engagement at any time by providing written notice to Digital Strategy Force. For project-based engagements, termination requires thirty (30) days' written notice. For managed services retainers, termination requires thirty (30) days' written notice prior to the next billing cycle. Upon Client-initiated termination: (a) all payments for work completed and approved milestones are non-refundable; (b) work in progress that has not yet been invoiced will be billed at a pro-rated rate based on percentage of completion as reasonably determined by Digital Strategy Force; (c) the initial deposit is non-refundable under all circumstances; and (d) Digital Strategy Force shall deliver all completed work product to the Client within fifteen (15) business days of the termination effective date, subject to receipt of all outstanding payments.

10.3 Effect of Termination. Upon termination of any engagement, all provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnification obligations, confidentiality obligations, limitations of liability, and payment obligations for work performed.

10.4 Suspension for Non-Payment. Digital Strategy Force reserves the right to suspend all work and withhold delivery of any work product, including but not limited to code, designs, assets, reports, and access credentials, in the event of non-payment. Suspension shall continue until all outstanding balances, including any applicable late fees, are paid in full. Suspended engagements are subject to schedule reallocation, and Digital Strategy Force is not obligated to maintain the Client's original position in the production queue upon resumption.

11. Governing Law and Dispute Resolution

11.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You irrevocably consent to the personal jurisdiction and venue of the state and federal courts located in New York County, New York, for the purpose of any litigation arising out of or relating to these Terms.

11.2 Dispute Resolution. In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, the parties agree to first attempt to resolve the dispute through good-faith negotiation for a period of not less than thirty (30) days. If the dispute cannot be resolved through negotiation, either party may pursue resolution through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with the arbitration to be conducted in New York, New York. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.3 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND DIGITAL STRATEGY FORCE EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING.

12. Force Majeure

Digital Strategy Force shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, fuel, energy, labor, or materials, or failures of telecommunications or internet infrastructure.

13. Refund Policy

13.1 Consulting Services. Consulting sessions are non-refundable once the scheduled session has taken place. Sessions cancelled with at least 48 hours' notice may be rescheduled at no additional charge. Sessions cancelled with less than 48 hours' notice or missed entirely are billed in full.

13.2 Website Audit & Digital Infrastructure Analysis. Audit fees are non-refundable once the audit has been initiated and diagnostic work has commenced. If Digital Strategy Force fails to deliver the completed audit report within the agreed timeline, the Client may request a full refund.

13.3 Project-Based Engagements (Immersive Web Builds & Custom Solutions). The initial deposit is non-refundable. It secures your position in our production schedule and initiates discovery, planning, and architectural work. Subsequent milestone payments are due upon Client approval of the corresponding deliverable. If Digital Strategy Force fails to deliver a milestone to the specifications outlined in the signed Statement of Work, the Client may withhold payment for that milestone until the deliverable is revised to satisfaction. In the event of project cancellation by the Client, all payments made for approved milestones and the initial deposit are non-refundable. Work completed but not yet invoiced at the time of cancellation will be billed at a pro-rated rate.

13.4 Managed Services (Monthly Retainers). The current billing period is non-refundable. Clients may cancel future months at any time with 30 days' written notice prior to the next billing cycle. Cancellation requests received after the billing date will take effect the following month. No partial-month refunds will be issued.

13.5 Chargebacks and Disputes. Clients agree to contact Digital Strategy Force directly at support@digitalstrategyforce.com to resolve any billing concerns before initiating a chargeback or dispute with their payment provider. Initiating a chargeback without first attempting resolution constitutes a breach of these Terms and may result in immediate suspension of all Services and termination of the engagement.

14. Payment Terms & Late Fees

14.1 Payment Due Dates. Unless otherwise specified in a signed Statement of Work, all invoices are due and payable within fifteen (15) calendar days of the invoice date ("Net 15"). Deposits and subscription payments processed through Stripe are due at the time of transaction. Milestone invoices are due within fifteen (15) calendar days of deliverable approval by the Client.

14.2 Late Payment. Any payment not received by the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date payment is received in full. Late fees shall compound monthly on any unpaid balance.

14.3 Collection Costs. In the event that Digital Strategy Force is required to engage legal counsel, a collection agency, or initiate legal proceedings to recover amounts owed under these Terms or any SOW, the Client shall be liable for all reasonable costs of collection, including but not limited to attorneys' fees, court costs, and collection agency fees, in addition to the outstanding balance and accrued interest.

14.4 Right to Suspend. Without limiting any other rights or remedies available to Digital Strategy Force, failure to remit payment within ten (10) calendar days of the due date shall constitute grounds for immediate suspension of all Services, as set forth in Section 10.4.

15. Scope of Work & Change Orders

15.1 Scope Definition. The scope of each engagement shall be defined in a signed Statement of Work ("SOW") or written proposal accepted by both parties. Digital Strategy Force is obligated to deliver only those services, deliverables, and work product expressly described in the executed SOW. Any services not explicitly included in the SOW are outside the scope of the engagement.

15.2 Change Requests. If the Client requests modifications, additions, or enhancements to the original scope of work during the course of an engagement, such requests shall be documented in a written Change Order specifying the additional scope, revised timeline, and additional fees. No work on a Change Order shall commence until the Change Order has been approved in writing by both parties and any required additional payment has been received.

15.3 Scope Creep. Digital Strategy Force reserves the right to decline requests that fall outside the agreed scope without issuing a formal Change Order. Verbal requests, informal communications, or implied expectations do not constitute binding modifications to the SOW. All scope changes must be documented in writing.

15.4 Timeline Adjustments. Approved Change Orders may result in adjustments to the original project timeline. Digital Strategy Force shall provide a revised timeline with each Change Order. Delays resulting from Client-initiated scope changes do not constitute a breach by Digital Strategy Force and do not entitle the Client to refunds, credits, or penalties.

16. Client Responsibilities

16.1 Cooperation and Access. The Client acknowledges that timely and effective delivery of Services requires the Client's active cooperation. The Client agrees to provide, in a timely manner: (a) all content, assets, brand materials, credentials, and access permissions reasonably required for Digital Strategy Force to perform the Services; (b) a designated point of contact authorized to provide approvals and make decisions on behalf of the Client; and (c) feedback, approvals, and responses to deliverable reviews within the timeframes specified in the SOW or, if no timeframe is specified, within ten (10) business days of submission.

16.2 Delays Caused by Client. If the Client fails to provide required materials, feedback, approvals, or access within the agreed timeframes, Digital Strategy Force shall not be liable for any resulting delays in the delivery of Services. Project timelines shall be extended by a period equal to the duration of the Client-caused delay. Persistent delays by the Client exceeding thirty (30) cumulative calendar days may, at Digital Strategy Force's sole discretion, result in: (a) rescheduling of the engagement to accommodate other production commitments; (b) assessment of a schedule reinstatement fee to resume work; or (c) termination of the engagement pursuant to Section 10, with all fees for completed work remaining due and payable.

16.3 Accuracy of Client-Provided Materials. The Client represents and warrants that all materials, information, and content provided to Digital Strategy Force are accurate, lawful, non-infringing, and that the Client has all necessary rights and permissions to provide and authorize the use of such materials. The Client shall indemnify and hold harmless Digital Strategy Force from any claims arising from the use of Client-provided materials.

17. Non-Solicitation

17.1 Non-Solicitation of Personnel. During the term of any engagement and for a period of twelve (12) months following its termination, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage any employee, contractor, subcontractor, or agent of Digital Strategy Force who was involved in the delivery of Services to the Client, without the prior written consent of Digital Strategy Force.

17.2 Non-Circumvention. The Client agrees not to directly or indirectly contact, engage, or contract with any third-party vendor, subcontractor, technology provider, or service provider introduced to the Client by Digital Strategy Force in connection with the Services, for the purpose of obtaining services substantially similar to those provided under the engagement, for a period of twelve (12) months following termination. This provision does not apply to vendors or providers with whom the Client had a pre-existing relationship prior to the engagement.

17.3 Liquidated Damages. The parties acknowledge that a breach of the non-solicitation or non-circumvention provisions of this Section would cause irreparable harm to Digital Strategy Force that would be difficult to quantify. Accordingly, in the event of a breach of Section 17.1 or 17.2, the Client agrees to pay Digital Strategy Force liquidated damages in an amount equal to the greater of: (a) one hundred percent (100%) of the total fees paid under the engagement; or (b) fifty thousand United States dollars (USD $50,000), in addition to any other remedies available at law or in equity.

18. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of the Terms shall continue in full force and effect. The invalidity of any provision shall not affect the validity of the remaining provisions.

19. Entire Agreement

These Terms, together with our Privacy Policy and any applicable SOW or written agreement, constitute the sole and entire agreement between you and Digital Strategy Force with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

20. Modifications to These Terms

Digital Strategy Force reserves the right, in its sole discretion, to modify, amend, or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. The "Last Revised" date at the top of this page indicates when these Terms were last updated. Your continued use of the Site or Services after any such changes constitutes your acceptance of the revised Terms.

21. Contact Information

For any questions, concerns, or notices regarding these Terms of Service, please contact us at:

Digital Strategy Force
Email: support@digitalstrategyforce.com
Website: digitalstrategyforce.com