Client Services Terms
Version dated October 1, 2026. Posted at familydigital.com/client-terms.
1. About these Terms
1.1 These Client Services Terms (“Terms”) govern the professional services that Family Digital, Inc., a Delaware corporation (“Family Digital”), provides to a client (“Client”) under an order form signed by both parties (“Order Form”). They apply only where an Order Form refers to them. They do not govern ordinary use of Family Digital’s website.
1.2 Each version of these Terms is dated. The version in effect on an Order Form’s effective date governs that Order Form for its whole term, including any renewal or maintenance period. A later version applies to an existing Order Form only if both parties agree in writing.
2. Definitions
“Agreement” means an Order Form, its SOW and these Terms, together with any Change Orders.
“SOW” means the statement of work attached to or referenced in an Order Form, which may be a proposal Family Digital prepared.
“Deliverables” means the software, designs, documentation and other materials Family Digital creates specifically for Client under an SOW.
“Family Digital Materials” means software, tools, libraries, templates, components, processes and know-how that Family Digital owned or developed before or independently of an SOW, or develops for general use, including Launchpad, Agent Foundry, Hosted Agent Resource Platform and their improvements.
“Launchpad" and "Agent Foundry" mean Family Digital’s delivery solutions, through which clients follow their agentic platform development progress and request changes.
“Platform Services” means third-party services used to build, host or run the Deliverables, such as cloud hosting, code repositories, AI model providers, payment processors and email services.
“Client Materials” means content, data, designs, trademarks, legal text and other materials Client or its contractors provide.
“Client Personal Data” means personal information about Client’s customers, users, personnel or partners that Family Digital processes for Client.
“Change Order” means a written change to an SOW approved by both parties under Section 5.
“Business Day” means a weekday other than a US federal holiday.
3. Order of precedence
3.1 If documents conflict, the Order Form controls, then the SOW, then these Terms.
3.2 Sections 11 (Intellectual property), 15.4 (Disclaimer) and 17 (Limitation of liability) control over an SOW unless the Order Form expressly states that it overrides them by section number.
3.3 Statements in an SOW that it is a proposal, is not a contract, or expires on a date do not apply once it is attached to a signed Order Form.
4. Services and client responsibilities
4.1 Performance. Family Digital will perform the services in the SOW in a professional and workmanlike manner consistent with generally accepted industry standards. Family Digital decides who performs the services and how, and may use subcontractors. It remains responsible for their work.
4.2 Client responsibilities. Client will provide the materials, decisions, access, accounts, personnel and approvals listed in the SOW by the dates listed. Client will name one decision-maker and one alternate with authority to approve work and Change Orders.
4.3 Schedule relief. If a Client responsibility is late or incomplete, affected dates move day for day. Family Digital’s resulting extra work, beyond any contingency reserve in the SOW, is billed as a Change Order at the SOW’s hourly rates.
4.4 Deemed approvals. When Family Digital asks Client in writing to approve a design, decision or other item, and the request states that silence counts as approval, the item is approved if Client does not respond within three Business Days, or another period stated in the SOW.
5. Changes
5.1 Either party may request a change to the SOW. Family Digital will describe the effect on fees, schedule and scope in a proposed Change Order. A Change Order is binding when approved in writing, including by email, by an authorized representative of each party.
5.2 Family Digital is not required to perform changed work until a Change Order is approved. Changes to designs after approval, new features, new integrations and new pages are changes.
6. Acceptance
6.1 For each Deliverable with acceptance criteria in the SOW, Client has five Business Days after delivery to accept it or reject it in writing. A rejection must identify each way the Deliverable fails the agreed criteria.
6.2 Family Digital will correct the failures identified and resubmit the Deliverable, and the acceptance period restarts for the corrected items only.
6.3 A Deliverable is accepted when Client accepts it in writing, when the acceptance period ends without a written rejection, or when Client or its users first use it in live operation, whichever comes first.
6.4 Payment does not depend on acceptance unless the Order Form says so.
7. Fees and payment
7.1 Client will pay the fees in the Order Form on the dates stated there. Fixed fees do not change unless the scope changes through a Change Order.
7.2 Family Digital invoices by email. Payment is by ACH or wire transfer in US dollars, without setoff. Invoices not tied to a fixed date are due within 15 days.
7.3 Amounts unpaid ten days after the due date accrue interest at 1.5% per month or the highest rate the law allows, whichever is lower. If an amount is more than 15 days late, Family Digital may suspend the services after five Business Days’ written notice. The schedule moves day for day during any suspension.
7.4 Client may dispute an invoice in good faith by written notice within ten days of receiving it, explaining the dispute. Client will pay the undisputed portion on time.
7.5 Fees exclude taxes. Client pays all sales, use and similar taxes on the services, other than taxes on Family Digital’s income. Family Digital bills expenses only when Client approved them in advance.
8. Platform Services. Launchpad and Agent Foundry.
8.1 Client accounts. Unless the SOW says otherwise, Client opens, owns and pays for all Platform Services in its own name. Client accepts each provider’s terms and is responsible for all usage charges, including AI model usage.
8.2 Operation. Client grants Family Digital the access to Platform Services that the SOW requires. Family Digital will operate and monitor the Platform Services as the SOW describes, using the access only to perform the services. Family Digital is not responsible for a Platform Service’s outages, security incidents, pricing, policy changes or discontinuance, or for a provider’s acts or omissions.
8.3 Handover. When the services end, Family Digital will cooperate in handing over operation, and Client will revoke Family Digital’s access. Because code and data are kept in Client’s accounts, handover does not require Family Digital to deliver copies unless the SOW says so.
8.4 Launchpad and Agent Foundry. During the term and any maintenance period, Family Digital grants Client a limited, non-exclusive, non-transferable right to use the Launchpad and Agent Foundry to follow progress and request changes. The Launchpad and Agent Foundry are services, not a Deliverable. Client’s right to use it ends when the services end.
9. Business and legal decisions
Family Digital builds software to Client’s specifications. It does not give legal, tax, accounting, financial or regulatory advice. Client and its counsel decide, and supply the text for, its terms of use, privacy policy, cookie notices, donation and pricing disclosures, and any other legal content. Family Digital implements that content as provided.
10. Payments, funds and charitable giving
10.1 Family Digital does not receive, hold, control, transmit or disburse funds belonging to Client, its customers or any third party. Payments are processed by a payment processor under Client’s own account.
10.2 Client is solely responsible for:
collecting payments, issuing refunds and handling chargebacks;
paying any affiliate, supplier or other payee;
reconciling platform records against its own financial records;
any donation acknowledgments or tax receipts; and
complying with laws that apply to its business, including charitable solicitation, commercial co-venturer and cause-marketing laws, consumer protection, travel seller, sales tax and payment card rules.
10.3 Records and reports the Deliverables produce, such as a financial reports, are tools to support Client’s processes. They are not Client’s financial records of record.
11. Intellectual property
11.1 Client Materials. Client owns Client Materials. Client grants Family Digital a non-exclusive license to use them to perform the services.
11.2 Deliverables. When Client has paid all fees due under the applicable Order Form, Family Digital assigns to Client all of its right, title and interest in the Deliverables, excluding Family Digital Materials and third-party components.
11.3 Use before payment in full. Until that assignment, Family Digital grants Client a non-exclusive license to use and operate the Deliverables in its business, including in live operation. The license ends if the Agreement is terminated for Client’s nonpayment.
11.4 Family Digital Materials. Family Digital keeps all rights in Family Digital Materials. To the extent any are incorporated into the Deliverables, Family Digital grants Client, upon the assignment in Section 11.2, a perpetual, worldwide, non-exclusive, royalty-free license to use, copy and modify them as part of the Deliverables. Launchpad and Agent Foundry are not incorporated into the Deliverables and is not licensed by this section.
11.5 Third-party and open-source components. Third-party and open-source components are licensed under their own terms. Family Digital will not, without Client’s consent, include a component under a license (such as the GPL or AGPL) that would require Client to disclose its proprietary source code.
11.6 General knowledge. Family Digital may reuse the general skills, know-how and techniques it gains while performing the services, provided it does not disclose Client’s Confidential Information.
11.7 Client reference. Family Digital may name Client as a client, unless Client asks it in writing not to.
12. Confidentiality
12.1 “Confidential Information” means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. It includes Client Personal Data, pricing, and the terms of the Agreement.
12.2 It excludes information that is or becomes public through no fault of the recipient, that the recipient already knew or independently developed, or that it lawfully received from a third party without a duty of confidence.
12.3 The recipient will use Confidential Information only to perform or receive the services. It will protect it with at least reasonable care, and disclose it only to personnel, contractors and advisers who need to know it and are bound by similar duties.
12.4 The recipient may disclose Confidential Information when the law requires, after giving prompt notice where lawful. These duties last three years after the Agreement ends, and for trade secrets and personal data, for as long as they remain protected by law.
13. Data protection
13.1 Roles. For Client Personal Data, Client is the business or controller and Family Digital is its service provider or processor. Client is responsible for giving the notices and obtaining the consents the law requires.
13.2 Processing. Family Digital will:
process Client Personal Data only to perform the services and on Client’s documented instructions;
not sell or share it, or use, retain or disclose it outside the direct business relationship with Client;
not combine it with personal data from other sources, except as the law permits for service providers;
bind its personnel and subcontractors to confidentiality;
maintain reasonable administrative, technical and physical safeguards;
notify Client without undue delay, and within 72 hours, after confirming a security breach affecting Client Personal Data in systems Family Digital controls;
assist Client, at reasonable cost, with consumer requests and assessments the law requires; and
delete or return Client Personal Data in its possession when the services end, unless the law requires it to keep it.
13.3 Applicable law. Each party will comply with the California Consumer Privacy Act as amended, the Virginia Consumer Data Protection Act and other US state privacy laws that apply to it. If the services will involve personal data of people in the EU or UK, the parties will sign a data processing addendum before that processing starts.
13.4 Platform Services. Platform Services that Client opens in its own accounts are Client’s vendors, not Family Digital’s subprocessors. Family Digital will tell Client on request which subprocessors it uses, and give notice before adding one that will process Client Personal Data.
13.5 Payment cards. The Deliverables do not collect, store or transmit card numbers. Card data is entered only on the payment processor’s hosted pages. Client is responsible for the payment card compliance obligations of its processor account.
14. Use of AI tools
14.1 Family Digital uses AI tools, including AI coding agents, to perform the services. It reviews and tests AI-assisted work to the same standard as other work, and its warranties and indemnities apply to it in the same way.
14.2 Family Digital will use Client Confidential Information and Client Personal Data with AI tools only through Client’s own Platform Services accounts, or through providers whose terms prohibit training models on customer inputs and outputs.
14.3 Some AI-generated material may have limited copyright protection. The assignment in Section 11.2 covers whatever rights Family Digital has in it.
14.4 If the Deliverables include AI features, Client is responsible for how it uses their outputs in its business, and for any disclosures to its users.
15. Warranties
15.1 Mutual. Each party warrants that it has the authority to enter into the Agreement.
15.2 Family Digital. Family Digital warrants that each Deliverable will materially conform to the SOW’s specifications when accepted and for 30 days after, or for any longer hardening or maintenance period in the Order Form. Client’s exclusive remedy for breach of this warranty is correction of the nonconformity. If Family Digital cannot correct it within a reasonable time, it will refund the fees paid for the nonconforming Deliverable.
15.3 Exclusions. The warranty does not cover problems caused by changes made by anyone other than Family Digital, by Platform Services, by Client Materials, or by use outside the SOW.
15.4 Disclaimer. Except as stated in this Section 15, the services and Deliverables are provided “as is.” Family Digital disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Family Digital does not warrant that the Deliverables will be uninterrupted or error-free, or that Client will achieve any sales, fundraising or business results.
15.5 Client. Client warrants that it has the rights to provide Client Materials, and that it will operate the Deliverables in compliance with law and with the terms of its Platform Services.
16. Indemnification
16.1 By Family Digital. Family Digital will defend Client against any third-party claim that a Deliverable infringes a US patent, copyright or trademark, or misappropriates a trade secret, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Client Materials, third-party components, Platform Services, or changes made by anyone else. If a claim is made or likely, Family Digital may modify the Deliverable, obtain a license, or, if neither is reasonable, refund the fees paid for the affected Deliverable.
16.2 By Client. Client will defend Family Digital against any third-party claim, and will pay the damages and costs finally awarded or agreed in settlement, arising from:
Client Materials, including legal text Client supplies;
Client’s products and services, including any travel or other experience it sells;
payments, refunds, donations, payouts to nonprofits, charitable solicitation or cause-marketing activity; or
Client’s violation of law or of a Platform Service’s terms.
16.3 Procedure. The indemnified party must notify the other promptly, give it control of the defense and settlement, and cooperate at its expense. No settlement may impose an obligation on the indemnified party without its consent.
17. Limitation of liability
17.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, donations or data, even if advised they were possible.
17.2 Each party’s total liability arising from the Agreement is limited to the fees Client paid under the Order Form giving rise to the claim.
17.3 Sections 17.1 and 17.2 do not limit Client’s obligation to pay fees, either party’s indemnity obligations under Section 16, or liability for gross negligence, willful misconduct or fraud.
18. Term and termination
18.1 Term. Each Order Form runs for the term it states.
18.2 For cause. Either party may terminate an Order Form by written notice if the other materially breaches it and fails to cure within 30 days after notice describing the breach, or within ten days for nonpayment. Either party may also terminate if the other becomes insolvent or the subject of bankruptcy proceedings not dismissed within 60 days.
18.3 Client for convenience. Client may end an Order Form early by written notice. Unless the Order Form says otherwise, all remaining fees for its term then become due, because Family Digital commits its team and capacity for the full term.
18.4 Termination for Family Digital’s breach. If Client terminates under Section 18.2 for Family Digital’s uncured breach, fees not yet due on the termination date do not become due. The assignment in Section 11.2 then takes effect when Client has paid all fees due through the termination date.
18.5 Effect. On termination or expiration, Client pays all amounts due, each party returns or destroys the other’s Confidential Information, and Section 8.3 applies. Transition help beyond Section 8.3 is billed at Family Digital’s then-current rates. Sections 7, 9 through 13, 15.4, 16, 17, 18.5, 19 and 20 survive.
19. Maintenance after the term
If the Order Form provides for maintenance after its term, maintenance runs month to month at the stated fee, under these Terms, until either party ends it on 30 days’ written notice.
20. General
20.1 Independent contractors. The parties are independent contractors. Neither may bind the other.
20.2 Non-solicitation. During an Order Form’s term and for 12 months after, neither party will solicit for employment or engagement any employee or contractor of the other who worked on the services, without the other’s written consent. General job postings not targeted at those people are not solicitation.
20.3 Assignment. Neither party may assign the Agreement without the other’s written consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets, on notice.
20.4 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including outages of Platform Services. This does not excuse payment obligations.
20.5 Notices. Notices go to the email addresses in the Order Form and are effective when sent, if sent on a Business Day before 5 p.m. in the recipient’s time zone, and otherwise on the next Business Day. Notices of breach or termination must also be sent by a recognized overnight courier to the address in the Order Form.
20.6 Governing law and venue. The Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Virginia Beach or Norfolk, Virginia. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
20.7 Entire agreement. The Agreement is the parties’ entire agreement on its subject and replaces prior proposals and discussions. It may be changed only in a writing approved by both parties, including a Change Order. Terms in Client’s purchase orders, vendor portals or click-through forms do not apply.
20.8 Other. If any provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it. There are no third-party beneficiaries. The Agreement may be signed electronically and in counterparts.
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