Terms of Service for DigiSphere Studio Inc.
Last Updated: August 21, 2025
Welcome to Digisphere Studio Inc. ("we," "us," or "our"). These Terms of Service ("Terms") govern your use of the services we provide (collectively, the "Services"), including but not limited to website development, design, hosting, technical support, and other IT or software development services, whether provided through our website at https://digisphere.ca, through direct communication (including but not limited to email, instant messaging, or verbal agreements), or by any other means.
1. Acceptance of Terms
These Terms take effect upon your acceptance of the Terms of Service through our backend system, written confirmation, or by using any of our Services, and remain in effect for as long as you continue to use our Services, unless terminated earlier as provided in these Terms.
2. Services Provided
Digisphere Studio Inc. provides Services including but not limited to website development, website design, website hosting, technical support, and other IT or software development services. The scope, deliverables, timelines, and fees for the Services will be communicated to you during the onboarding process or through our Website.
3. Client Responsibilities
Content Provision: You are responsible for providing all content (e.g., text, images, logos, and other materials) required for service delivery in a timely manner and in the formats specified by us.
Legality of Content: You warrant that all content provided is legal, does not violate any applicable laws or regulations, and does not infringe on any third-party rights, including intellectual property rights. Digisphere Studio Inc. reserves the right to refuse or remove any content deemed unlawful or inappropriate.
Accuracy: You are responsible for ensuring the accuracy of all content provided.
Access and Cooperation: You agree to provide necessary access to systems, accounts, or platforms required for us to perform the Services and to cooperate fully with our team.
Compliance: You are responsible for ensuring that your website, systems, and content comply with all applicable laws, regulations, and industry standards, including but not limited to privacy laws, accessibility requirements, and data protection regulations.
4. Payment Terms
Fees: Fees for Services will be communicated to you during the onboarding process or through our Website. All fees are quoted in Canadian Dollars (CAD) unless otherwise specified.
Payment Schedule: Payments must be made according to the schedule provided at the time of service engagement. Unless otherwise stated, a deposit is required before work begins, with the balance due upon completion or as agreed.
Late Payments: Late payments may incur a late fee of 1.5% per month on the outstanding balance or the maximum allowed by law, whichever is lower.
Service Fees: Fees for the Services provided by Digisphere Studio Inc., including but not limited to website development, hosting, technical support, and other IT or software development services, are billed monthly or annually, as agreed at the time of service engagement. Failure to pay service fees may result in suspension or termination of the related Services.
5. Intellectual Property
Client Content: You retain ownership of all content you provide to us (such as text, images, and logos). By providing content, you grant Digisphere Studio Inc. a non-exclusive, royalty-free license to use, modify, and display the content solely for the purpose of providing the Services.
Developed Materials: Unless otherwise expressly agreed in writing or specified in a separate contract, all custom-developed code, designs, templates, software, documentation, and other deliverables created by Digisphere Studio Inc. remain the sole intellectual property of Digisphere Studio Inc. Upon full payment, you are granted a non-exclusive, non-transferable, royalty-free license to use the developed materials solely for the operation of your business. You may not resell, redistribute, sublicense, or transfer ownership of these materials without our prior written consent.
Domain Name: Any domain name registered on your behalf will belong to you once full payment has been made. We will assist in transferring domain ownership to you if requested.
Third-Party Materials: Any third-party software, plugins, or assets used in the Services may be subject to separate licensing terms, which you agree to comply with.
6. Hosting Services
Uptime and Maintenance: We strive to provide reliable hosting services but do not guarantee uninterrupted access. Scheduled maintenance or unforeseen technical issues may cause temporary downtime.
Backups: We perform regular backups of hosted websites, but you are responsible for maintaining your own backups of critical data. We are not liable for data loss due to hardware failure, cyberattacks, or other causes.
Acceptable Use: You agree not to use our hosting services for illegal activities, including but not limited to distributing malware, spam, or content that violates intellectual property rights or applicable laws. Any illegal content will be removed, and services may be suspended or terminated.
Suspension/Termination: We reserve the right to suspend or terminate hosting services for non-payment, violation of these Terms, illegal content, or excessive resource usage that impacts other clients.
7. Cooperation with Judicial Authorities
If requested by a judicial authority or law enforcement agency, Digisphere Studio Inc. will cooperate fully and provide any required data or information related to your website or Services, as permitted or required by law. You acknowledge and agree that we may disclose such information without prior notice to you.
8. No Legal Responsibility
Digisphere Studio Inc. will not assume any legal responsibility for the content hosted or developed on your behalf. You are solely responsible for ensuring that your website content complies with all applicable laws and regulations. Any legal claims or liabilities arising from your content are your responsibility, and you agree to indemnify Digisphere Studio Inc. as outlined in Section 12.
9. Confidentiality
We will treat all non-public information you provide as confidential and will not disclose it to third parties except as necessary to perform the Services, in response to a judicial request, or as required by law.
10. Term and Termination
Term: These Terms remain in effect for as long as you continue to use the Services, unless terminated earlier in accordance with these Terms.
Termination by Client: You may terminate the Services by providing written notice to us. You remain liable for fees for work completed up to the termination date.
Termination by Digisphere Studio Inc.: We may terminate the Services for non-payment, breach of these Terms, or other reasons with reasonable notice. Upon termination, we will provide you with access to your website files and data, subject to full payment of outstanding fees.
11. Limitation of Liability
No Warranties: The Services are provided "as is" without warranties of any kind, express or implied, including but not limited to fitness for a particular purpose or non-infringement.
Liability Cap: To the maximum extent permitted by law, Digisphere Studio Inc.'s total liability for any claim arising from these Terms or the Services shall not exceed the amount paid by you for the Services in the preceding six months.
No Consequential Damages: We are not liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, data, or business opportunities.
12. Indemnification
You agree to indemnify and hold harmless Digisphere Studio Inc., its affiliates, and employees from any claims, damages, or losses arising from your use of the Services, your content, your breach of these Terms, or any legal issues related to the legality of your website content.
13. Governing Law and Dispute Resolution
These Terms are governed by the laws of the Province of Ontario, Canada. Any disputes arising from these Terms will be resolved through negotiation or, if necessary, in the courts of Ontario.
14. Changes to Terms
We reserve the right to update these Terms at any time. The most current version will be posted on our Website, and we will provide reasonable notice of any material changes (for example, by email or through your account). Continued use of our Services after such notice constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate the Services in accordance with Section 10.
15. Contact Information
If you have any questions about these Terms or the Services, you may contact us at:
Email: [email protected]
Website: https://digisphere.ca
By using our Services, or by expressly accepting these Terms through our backend system or other written confirmation, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.