Terms of Service

Last Updated: March 5th, 2025

Welcome to Digitl Pastures, LLC (“Digitl Pastures,” “we,” “us,” “our”). We provide digital infrastructure services and consulting to farms and ranches (the “Client” or “you”). By signing up for or otherwise using our services (the “Services”), you agree to be bound by these Terms of Service (“Terms” or “Agreement”). If you do not agree to these Terms, you may not access or use the Services.

1. Scope of Services

1.1 Core Services

Digitl Pastures specializes in designing, implementing, and managing the digital infrastructure of farms and ranches. Our foundational offerings include but are not limited to:
Purchasing and managing domain names
Configuring DNS settings
Setting up and managing Google Admin Console
Building and managing websites
Setting up automated email marketing campaigns
Implementing and managing CRM systems
Setting up SMS numbers, including A2P registration
Integrating payment processors with websites (including desired payout schedules)
Setting up business phone numbers for calls
Coordinating digital projects aimed at revenue growth, lead generation, customer retention, and brand-building
Listings management across major data aggregators
Social reputation strategy (review request campaigns via email/SMS)
Collaborating on social media strategies and content

1.2 Additional Services

We may offer additional digital or consulting services upon request, subject to mutual agreement on fees and scope.

1.3 No Guaranteed Results

While we strive to fulfill our duties diligently and professionally, we do not guarantee any specific financial, operational, or marketing outcome from the Services. Results may vary based on numerous factors, many of which are outside our control.

1.4 Relationship of Parties

Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship between you and Digitl Pastures. We do not represent you or your business legally, and you retain full responsibility for compliance with any applicable laws, regulations, or contractual obligations.

2. Fees, Term, and Termination

2.1 Subscription Fee and Setup Fee

Monthly Subscription Fee: The standard fee for our Services is $2,750 per month, typically billed on the date nearest your signup (the 1st, 5th, 10th, 15th, 20th, or 25th of the month) or on another date we mutually agree upon.

Setup Fee: A one-time setup fee of $2,250 is required with your first month’s payment.
Additional Costs: If you require fulfillment, delivery, customer service, warehouse space, or other specialized services, we may charge an additional monthly fee. All such fees will be mutually agreed upon in writing before the first invoice.

2.2 Payment Terms

Payments are due in full on your designated due date.

No Prorated Refunds: We do not offer prorated refunds if you cancel mid-month.

Failure to pay by the due date may result in suspension or termination of Services.

2.3 Ongoing Service Term

This Agreement remains in effect until either party decides to terminate it. Unless otherwise mutually agreed, both parties must provide at least one (1) month’s notice of intent to terminate. Cancellation requests must be made via phone call or email to Digitl Pastures.

2.4 Effect of Termination

Upon termination:

Your access to our tools, platforms, and software integrations may cease.
You retain ownership of any domains and digital assets (e.g., websites, CRM data) that belong to you, provided all outstanding fees have been paid.
You are responsible for transferring these assets if you no longer wish to continue with Digitl Pastures. We will provide reasonable assistance in the transition, but any post-termination support beyond a basic handover may incur additional fees.

3. Disclaimers and Limitations of Liability

3.1 No Warranty

We provide our Services on an “as is” and “as available” basis. Other than our commitment to perform the tasks outlined in each project scope or monthly service package, we make no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

3.2 Third-Party Services

Our Services may involve configuring or integrating third-party platforms (e.g., hosting providers, domain registrars, payment processors, email marketing services). We are not liable for the acts or omissions of these third parties or any downtime, data loss, or other issues resulting from their systems. Any dispute regarding third-party fees or terms must be addressed directly with that provider.

3.3 Limitation of Liability

To the fullest extent permitted by law, Digitl Pastures, LLC and its members, officers, employees, or agents shall not be liable for any indirect, special, incidental, punitive, or consequential damages (including but not limited to lost profits, lost savings, or business interruption) arising out of or relating to the Services, even if advised of the possibility of such damages. If we are found liable for any claim arising out of or related to these Terms, our liability shall not exceed the total fees actually paid to us by you in the three (3) months preceding the event giving rise to liability.

3.4 Indemnification

You agree to indemnify, defend, and hold harmless Digitl Pastures, LLC from and against all claims, liabilities, damages, judgments, awards, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms, (b) your use of the Services, or (c) any content or data you provide or actions you take that infringe on a third party’s rights or violate applicable law.

3.5 USDA and Other Regulatory Compliance

Unless explicitly stated in writing, Digitl Pastures, LLC is not responsible for ensuring that your business complies with USDA regulations or any other federal, state, or local laws governing your operations. You acknowledge that it is your sole obligation to meet all regulatory requirements, including those set by the USDA. We may offer consulting or guidance on such matters, but you remain fully responsible for understanding and satisfying all applicable laws and regulations. We shall bear no liability for any failure on your part to do so. If a specific regulatory compliance service is not expressly listed in our Scope of Services, it is not included, and we disclaim any responsibility or liability in that regard.

4. Client Accounts and Data

4.1 Account Security

If we provide you with account credentials or a portal/dashboard to manage your Services, you agree to maintain two-factor authentication (2FA) where available and to safeguard your login credentials. You are responsible for all activity under your account.

4.2 Confidential Information and Data Access

Each party will only have access to the information necessary to fulfill its obligations under these Terms.
We will use commercially reasonable efforts to safeguard your confidential information.
You agree not to share or distribute our proprietary systems, processes, or templates without our explicit written consent.
Conversely, you retain ownership over your own customer data, analytics, and content.

5. Intellectual Property

5.1 Client Ownership

You own all rights and interest in your domains, websites, branding assets, and any original content you provide to us or that we create specifically for you (once you have fully paid for those Services).5.2 Digitl Pastures Ownership

We own and retain all rights, title, and interest in any processes, templates, or methodologies we have developed or licensed, including proprietary systems, internal workflows, and any pre-existing code or designs. You receive a non-exclusive license to use any deliverables we create for you as part of our Services, but you may not reproduce, resell, or share our proprietary processes or templates with others without our written permission.

6. Governing Law and Dispute Resolution

6.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-laws provisions.

6.2 Venue

Any dispute arising under these Terms shall be resolved in a state or federal court located in Washington County, Utah, and both parties consent to the personal jurisdiction of such courts.

6.3 Class Action Waiver

You agree to resolve disputes with us on an individual basis and waive any right to pursue claims in a class or consolidated action.

7. Changes to These Terms

We may update or revise these Terms from time to time at our sole discretion. If we make material changes, we will notify you (e.g., via email or by posting a notice on our website). Your continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms.

8. Privacy Policy

Our collection and use of personal information in connection with the Services are described in our Privacy Policy, which is available on our website and is incorporated by reference into these Terms. By using our Services, you acknowledge and agree to our Privacy Policy.

9. Additional Provisions

9.1 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it later.

9.2 Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions remain in full force and effect.

9.3 Entire Agreement

These Terms, together with any mutually executed statement of work, scope document, or invoice, represent the entire agreement between you and Digitl Pastures with respect to the Services and supersede any prior written or oral agreements.

9.4 Notices

Except where otherwise specified, all notices, requests, and approvals shall be in writing and deemed sufficiently given when delivered by email, certified mail, or overnight courier to the respective addresses of the parties.