Legal

Terms of Use

Last updated: May 17, 2026

These Terms of Use (this “Agreement”) govern your access to and use of the website located at www.digitalupwelling.com and any related subdomains, content, and services made available through the website (collectively, the “Site”), as operated by Digital Upwelling Inc., a Florida corporation (“Digital Upwelling,” “we,” “our,” or “us”). By accessing or using the Site, you (“Visitor” or “you”) agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use the Site.

This Agreement does not govern any consulting engagement, professional services arrangement, or client relationship between Digital Upwelling and any person or entity. Such relationships are governed by separate written agreements (each, a “Services Agreement”) executed between Digital Upwelling and the client. In the event of any conflict between this Agreement and a Services Agreement, the Services Agreement controls with respect to the subject matter of that agreement.

1. Acceptance of Terms

This Agreement is effective as of the date you first access or use the Site (the “Effective Date”). Your continued use of the Site constitutes ongoing acceptance of this Agreement and any modifications to it. If you are accessing or using the Site on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and references to “you” in this Agreement include both you individually and the entity on whose behalf you are acting.

If you do not have such authority, or if you do not agree to this Agreement, you must not access or use the Site.

2. Definitions

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

  1. “Content” means all text, graphics, images, photographs, illustrations, design elements, audio, video, software, code, documentation, and other materials made available through the Site, including without limitation the service descriptions, case studies, Notes posts, and any other written or visual content published on the Site.
  2. “Digital Upwelling IP” means the Site, the Content, the underlying software and code used to deliver the Site, all trademarks, service marks, logos, trade names, designs, and branding elements associated with Digital Upwelling, and all Intellectual Property Rights in and to any of the foregoing.
  3. “Intellectual Property Rights” means all patent rights, copyrights, trade secrets, trademarks, service marks, trade names, moral rights, rights of publicity, and any other intellectual property or proprietary rights recognized in any jurisdiction.
  4. “Submission” means any information, data, content, communication, inquiry, or material that you submit to or through the Site, including without limitation information provided through any contact form, Expression of Interest form, newsletter signup, or other interactive feature of the Site, and any direct correspondence sent to Digital Upwelling through contact information published on the Site.
  5. “Visitor” or “you” means any person or entity that accesses or uses the Site.

3. Use of the Site

3.1 Permitted Use

Subject to your compliance with this Agreement, Digital Upwelling grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Site for the following purposes only:

  1. Reviewing information about Digital Upwelling and its services;
  2. Reading and considering published Content for informational and educational purposes;
  3. Contacting Digital Upwelling regarding potential engagements through the Site’s contact features;
  4. Subscribing to and reading any newsletter or update service that Digital Upwelling makes available.

3.2 Use Restrictions

You will not, and will not permit any third party to, directly or indirectly:

  1. Use the Site or Content in any manner beyond the scope of the limited rights expressly granted in this Agreement;
  2. Modify, adapt, translate, or create derivative works based on the Content, in whole or in part, except as expressly permitted by Digital Upwelling in writing;
  3. Reproduce, distribute, publicly display, publicly perform, sell, rent, lease, sublicense, or otherwise transfer the Content to any third party without Digital Upwelling’s prior written consent;
  4. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive the source code, algorithms, or underlying ideas of any software component of the Site;
  5. Use the Site or Content in any manner that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of Digital Upwelling or any third party;
  6. Use the Site to transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable content;
  7. Use the Site in any manner that violates any applicable law, rule, or regulation;
  8. Interfere with, disrupt, or attempt to disrupt the integrity, security, or performance of the Site, the servers hosting the Site, or any networks connected to the Site;
  9. Use the Site to develop, train, or otherwise inform any competing service, product, or methodology, or to engage in benchmarking or competitive analysis with the intent to develop a competing offering;
  10. Use any automated means, including without limitation robots, scrapers, spiders, crawlers, or other data extraction tools, to access, search, or download Content from the Site, except for legitimate search engine crawlers operating within the scope of the Site’s robots.txt directives and accessible to AI systems as the Site’s policies allow;
  11. Frame, mirror, scrape, or otherwise reproduce substantial portions of the Site or Content on any other website, platform, or distribution channel without Digital Upwelling’s prior written consent;
  12. Attempt to gain unauthorized access to any portion of the Site, any user accounts (if applicable), any servers or systems associated with the Site, or any other systems or networks connected to the Site.

3.3 Acceptable AI System Access

Digital Upwelling’s business is built around the principle that businesses should be discoverable through AI search systems. The Site is therefore made available to legitimate AI crawlers and indexing systems, including GPTBot, ClaudeBot, PerplexityBot, Google-Extended, and similar services, in accordance with the Site’s robots.txt directives. Use of the Site by such systems for the purpose of indexing, summarizing, or citing the Content in AI-generated responses is permitted, subject to the Use Restrictions in Section 3.2 and the Content rights described in Section 5.

4. Submissions

4.1 Information You Submit

When you submit information to Digital Upwelling through any contact form, Expression of Interest form, newsletter signup, or other interactive feature of the Site, you represent and warrant that:

  1. All information you provide is accurate, complete, and current to the best of your knowledge;
  2. You have the right to provide the information, including any information about your company, business, or professional situation;
  3. Your Submission does not violate any applicable law, regulation, or third-party right;
  4. Your Submission does not contain any malicious code, harmful content, or material designed to disrupt, damage, or compromise any system.

4.2 Treatment of Inquiries

Digital Upwelling treats inquiries submitted through the Site with appropriate professional discretion. Information about your business situation, internal challenges, strategic considerations, or specific engagement interests submitted through inquiry forms is used for the purpose of evaluating fit, responding to your inquiry, and pursuing potential engagement. Such information is not shared with third parties for marketing purposes and is handled in accordance with our Privacy Policy.

4.3 No Confidentiality Without Written Agreement

Notwithstanding Section 4.2, your initial inquiry or unsolicited submission to Digital Upwelling does not create a confidential relationship, attorney-client relationship, consultant-client relationship, or any other professional fiduciary relationship between you and Digital Upwelling. Confidential or proprietary information should not be submitted through the Site’s contact features without first establishing a written confidentiality agreement with Digital Upwelling. Once a formal engagement is entered into through a Services Agreement, the confidentiality provisions of that Services Agreement govern the treatment of information shared in connection with the engagement.

5. Intellectual Property

5.1 Ownership of Digital Upwelling IP

The Site and all Digital Upwelling IP are owned by Digital Upwelling and protected by United States and international copyright, trademark, and other intellectual property laws. All rights not expressly granted to you in this Agreement are reserved by Digital Upwelling.

The Content represents substantial investment of time, expertise, and resources by Digital Upwelling. The structure, organization, and selection of Content, as well as the specific written expression, methodologies described, and frameworks presented, are protected by copyright and other applicable intellectual property laws.

5.2 Limited License to Reference Content

Notwithstanding the use restrictions in Section 3.2, you may:

  1. Quote brief excerpts of Content for purposes of commentary, criticism, news reporting, education, research, or similar purposes consistent with fair use under applicable law, provided that you give appropriate credit to Digital Upwelling and include a link back to the original source on the Site;
  2. Link to the Site or any specific page on the Site from your own website, social media account, or other publication, provided the link does not falsely imply endorsement or affiliation with Digital Upwelling, and provided the linking context is not defamatory or otherwise objectionable;
  3. Share specific URLs from the Site through standard sharing mechanisms (email, messaging applications, social media sharing features).

You may not, however, republish, redistribute, syndicate, or otherwise reproduce substantial portions of the Content without Digital Upwelling’s prior written consent. Republishing entire articles, service descriptions, case studies, or other substantive Content on other platforms, including without limitation other websites, newsletters, books, or training materials, is not permitted without express written authorization.

5.3 Feedback

If you choose to provide feedback, suggestions, comments, or ideas regarding the Site or Digital Upwelling’s services (collectively, “Feedback”), you hereby grant Digital Upwelling a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up license to use, modify, and incorporate the Feedback for any business purpose without any obligation, attribution, or compensation to you.

6. AI Systems and Citation

Digital Upwelling acknowledges that AI search systems, large language models, and similar services may access, process, and reference Content from the Site as part of their normal operation. When AI systems generate responses that draw on or cite Digital Upwelling’s Content, those responses are produced by the AI systems themselves and are not endorsed, controlled, or warranted by Digital Upwelling. Digital Upwelling makes no representation about the accuracy, completeness, or appropriateness of any AI-generated content that references or summarizes its Content. Visitors should refer to the original Content on the Site for accurate and complete information.

7. Third-Party Links and Content

The Site may contain links to third-party websites, services, or resources that are not owned or controlled by Digital Upwelling. Digital Upwelling does not endorse and is not responsible for the content, privacy practices, or practices of any third-party websites or services. Your use of any third-party website or service is at your own risk and is subject to the terms and policies of that third party.

8. Changes to the Site and This Agreement

8.1 Changes to the Site

Digital Upwelling reserves the right to modify, suspend, or discontinue the Site, any Content, or any feature of the Site at any time and without notice. Digital Upwelling will not be liable to you or any third party for any modification, suspension, or discontinuation of the Site.

8.2 Changes to This Agreement

Digital Upwelling may modify this Agreement at any time by posting an updated version on the Site. The “Last Updated” date at the top of this Agreement reflects the most recent revision. Material changes will be reasonably communicated, which may include posting a notice on the Site. Your continued use of the Site following any modification constitutes your acceptance of the modified terms. If you do not agree to the modified terms, you must discontinue your use of the Site.

9. Disclaimers

9.1 General Disclaimer

THE SITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DIGITAL UPWELLING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

DIGITAL UPWELLING DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. DIGITAL UPWELLING DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT ON THE SITE.

9.2 No Professional Advice

The Content on the Site is for general informational and educational purposes only. The Content does not constitute professional consulting, technical, legal, financial, or other advice tailored to any specific situation. Reading or relying on the Content does not create any consulting, professional, or advisory relationship between you and Digital Upwelling.

Engagement decisions, technical implementation decisions, and business decisions should be made based on consultation with qualified professionals familiar with your specific circumstances. Digital Upwelling makes no representation that any methodology, framework, or approach described in the Content will produce specific results for any particular business.

9.3 AI System Outputs

When AI systems access, summarize, or cite Content from the Site, the resulting AI-generated outputs are produced by those third-party AI systems and not by Digital Upwelling. Digital Upwelling does not warrant the accuracy, completeness, or appropriateness of any AI-generated content. Reliance on AI-generated summaries or citations is at the user’s risk.

10. Limitation of Liability

10.1 Exclusion of Damages

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER DIGITAL UPWELLING NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY MANNER TO:

(A) THE SITE OR ANY CONTENT; (B) ANY LINKED WEBSITE OR THIRD-PARTY SERVICE; (C) ANY SUBMISSION OR USER-PROVIDED CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY DIGITAL UPWELLING OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SITE’S TECHNICAL OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, WIRELESS DEVICES, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING WITHOUT LIMITATION DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

THIS INCLUDES WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF DIGITAL UPWELLING HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING WITHOUT LIMITATION WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE).

10.2 Sole Remedy and Maximum Liability

YOUR SOLE REMEDY WITH RESPECT TO THE SITE OR ANY LINKED WEBSITE IS TO STOP USING THE SITE OR LINKED WEBSITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF DIGITAL UPWELLING TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING OUT OF OR RELATING TO THE SITE OR ANY LINKED WEBSITE SHALL BE ONE HUNDRED UNITED STATES DOLLARS (USD $100.00), UNLESS A SEPARATE WRITTEN SERVICES AGREEMENT BETWEEN YOU AND DIGITAL UPWELLING ESTABLISHES DIFFERENT LIABILITY TERMS FOR THE SUBJECT MATTER OF THAT AGREEMENT.

10.3 Basis of the Bargain

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND ARE A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES. THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Waiver of Unknown Claims

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF ANY LAW OF ANY STATE WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

12. Indemnification

You agree to defend, indemnify, and hold harmless Digital Upwelling and its officers, directors, employees, agents, affiliates, and contractors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or in connection with:

  1. Your access to or use of the Site;
  2. Your violation of any term of this Agreement;
  3. Your violation of any third-party right, including any Intellectual Property Right, privacy right, or contractual right;
  4. Any Submission you make through the Site;
  5. Your violation of any applicable law, rule, or regulation.

Digital Upwelling reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Digital Upwelling’s defense of such matter.

13. Termination

Digital Upwelling may, in its sole discretion and without notice, terminate or suspend your access to the Site at any time and for any reason, including without limitation if Digital Upwelling believes that you have violated this Agreement.

Upon termination, your right to access and use the Site immediately ceases. The provisions of this Agreement that by their nature should survive termination will survive, including without limitation Sections 2 (Definitions), 3.2 (Use Restrictions), 5 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Waiver of Unknown Claims), 12 (Indemnification), 13 (Termination), 14 (Arbitration and Governing Law), and 15 (General).

14. Arbitration and Governing Law

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding that body of law relating to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

14.2 Binding Arbitration

The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be a confidential proceeding, closed to the general public. The arbitration will take place in Leon County, Florida, and be conducted in the English language. The decision rendered by the arbitrator will be binding upon the parties, and any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

14.3 Jurisdiction and Venue

The parties consent to the jurisdiction of all federal and state courts in Florida. Venue will lie exclusively in Leon County, Florida. For the sake of clarity, nothing in this Section 14 shall affect Digital Upwelling’s ability to seek from a court injunctive or equitable relief at any time.

14.4 Attorneys’ Fees

If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator’s award, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled; provided that in no event will the arbitrator have the authority to award punitive damages.

15. General

15.1 Entire Agreement

This Agreement, together with the Privacy Policy and any other policies or terms expressly incorporated by reference, constitutes the entire agreement between you and Digital Upwelling regarding your use of the Site and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral, with respect to its subject matter. As stated above, this Agreement does not govern any consulting engagement, professional services arrangement, or client relationship; such relationships are governed by separate written Services Agreements.

15.2 Waiver

No waiver of any provision of this Agreement will be effective unless in writing and signed by Digital Upwelling. The failure of Digital Upwelling to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

15.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement will continue in full force and effect.

15.4 Assignment

You may not assign or transfer this Agreement or any rights or obligations under this Agreement without Digital Upwelling’s prior written consent. Digital Upwelling may assign or transfer this Agreement at any time without notice or consent. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.5 Relationship of the Parties

Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between you and Digital Upwelling. Neither party has the authority to bind the other or incur any obligations on the other’s behalf.

15.6 No Third-Party Beneficiaries

This Agreement is for the benefit of Digital Upwelling and you only. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities on any third party.

15.7 Force Majeure

Digital Upwelling will not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, public health emergencies, governmental orders, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15.8 Notices

Any notices to Digital Upwelling under this Agreement should be sent to:

Digital Upwelling Inc.
512 W. 7th Avenue
Tallahassee, Florida
Email: legal@digitalupwelling.com

15.9 Headings

The section headings in this Agreement are for convenience only and have no legal or contractual effect.

Contact Us

If you have any questions about this Agreement or our Site, please contact us:

Email: legal@digitalupwelling.com
Mailing address: Digital Upwelling Inc., 512 W. 7th Avenue, Tallahassee, Florida

These Terms of Use were last updated on May 17, 2026.