Terms of Service and Client Agreement

Digitally SB — Last Updated: July 2026

1. ManyChat Automation Service

1.1 Service Tiers and Scope

The Company offers two tiers of ManyChat service. The tier you are enrolled in is determined at the time of your initial purchase. If you choose to upgrade to the Advanced tier following your onboarding call, the upgrade is processed through a separate Stripe checkout link, at which point you will be required to accept these terms again in connection with the new billing rate.

1.1.1 Basic Tier ($99/month)

The Basic tier includes:

• One (1) DM automation flow. A single flow is defined as one trigger connected to one sequence of messages. Eligible trigger types include a comment keyword trigger, a story reply trigger, or a new follower welcome trigger.
• The flow must be built around one of the following core flow types: a welcome flow, a keyword or comment trigger flow, or a simple FAQ responder flow.
• Each flow is built around a single end goal. You choose one of the following at the time of onboarding: booking a call, growing an email or SMS list, or delivering a link. A single flow cannot be built to accomplish multiple end goals simultaneously.
• Ongoing monthly tweaks and updates to the existing flow, including changes to copy, links, trigger keywords, or message structure.
• Standard support via email with a response and implementation turnaround of two to three business days.

1.1.2 Advanced Tier ($199/month)

The Advanced tier includes everything in the Basic tier, plus:

• Up to ten (10) DM automation flows, each of which may be a different flow type.
• Access to advanced flow types not available in the Basic tier, including: sales and checkout flows, multi-step funnel sequences, audience tagging and segmentation, and abandoned-cart style follow-up sequences.
• Multiple end goals across your portfolio of flows. For example, one flow may be built to sell a product, a second to book calls, and a third to grow a list simultaneously.
• A/B testing on flow copy to optimize message performance.
• Priority support via email with a faster response and implementation turnaround of one to two business days.

1.1.3 What Is Excluded from Both ManyChat Tiers

The following are excluded from both the Basic and Advanced tiers regardless of the number of flows purchased:

• Creation, filming, or editing of Instagram content, including reels, posts, or stories. (Editing is available as a separate service under Section 2 of this Agreement.)
• Organic social media management or posting on your behalf.
• Paid advertising management.
• Graphic design or video production.
• Copywriting for content outside of ManyChat flow messages.
• Integration with third-party email marketing platforms, CRM systems, or e-commerce platforms, unless explicitly confirmed in writing by the Company as part of an Advanced tier arrangement.

1.2 ManyChat Client Responsibilities

To ensure the successful delivery of the ManyChat service, you agree to:

• Complete the onboarding brand-voice questionnaire accurately and in full.
• Attend the scheduled onboarding call within a reasonable time following your purchase.
• Provide all necessary permissions and access to your Instagram account and Facebook Business Page to enable the ManyChat connection.
• Provide the specific links, offers, trigger keywords, or lead magnets you wish to use in your automations.
• Maintain an active ManyChat account in good standing, including timely payment of all ManyChat subscription fees.
• Maintain a reasonable posting schedule on Instagram, as the automations rely on user engagement to trigger.

1.3 ManyChat Software: Your Separate Obligation

The Company's service fees do not include the cost of the ManyChat software. ManyChat is a separate, independent platform operated by ManyChat Inc. You are solely responsible for creating your own ManyChat account, connecting your payment method directly to ManyChat, and paying all applicable ManyChat subscription fees.

ManyChat's pricing is based on the number of "Active Contacts" you interact with each month. As your audience grows and your automations reach more contacts, ManyChat may automatically charge overage fees or prompt you to upgrade your ManyChat plan. These costs are entirely your responsibility and are separate from the Company's management fee. ManyChat's pricing, plan structure, and contact limits are subject to change at any time by ManyChat Inc., and the Company is not responsible for any resulting increase in your ManyChat subscription costs.

If your ManyChat account is suspended, downgraded, or otherwise restricted due to non-payment or a violation of ManyChat's own terms of service, the Company's automations will cease to function. The Company is not liable for any interruption of service, lost leads, or lost revenue resulting from issues with your ManyChat account. Your monthly management fee continues to accrue regardless of the status of your ManyChat account unless you cancel in accordance with Section 1.4.3 below.

1.4 ManyChat Fees, Billing, Cancellation, and Refunds

1.4.1 Initial Payment

Upon checkout, you will be charged a one-time, non-refundable fee of $196. This fee comprises a $97 one-time setup and buildout fee plus $99 for your first month of management under the Basic tier. By completing the Stripe checkout and accepting these terms, you acknowledge that the $97 setup fee is non-refundable under any circumstances and that the $99 first-month fee is likewise non-refundable.

1.4.2 Upgrade to Advanced Tier

If you choose to upgrade from the Basic tier to the Advanced tier, the Company will send you a separate Stripe checkout link reflecting the prorated upgrade charge, calculated as the difference between the Basic tier rate and the Advanced tier rate applied to the remaining days in your current billing cycle. The upgrade does not take effect until you complete the upgrade checkout, accept these terms in connection with the new billing rate, and payment is successfully processed. Beginning with your next billing cycle following the upgrade, your recurring monthly charge will be updated to $199 per month. All upgrade charges are non-refundable.

1.4.3 Recurring Subscription, Cancellation, and Refunds

Following the initial 30-day period, your ManyChat subscription automatically renews each month at the rate corresponding to your active tier. By completing your purchase, you expressly authorize the Company, through Stripe, to charge your payment method automatically each month until you cancel.

All ManyChat fees are strictly non-refundable. This includes the $97 setup fee, the first month's management fee, all subsequent monthly management fees at either tier, and all upgrade charges. The Company does not offer prorated refunds for partial months of service.

To cancel, you must send a written cancellation request by email to hello@digitallysb.com at least seven (7) calendar days before your next scheduled billing date. Requests received fewer than seven days before the next billing date take effect the following billing cycle, and you will be charged for that final month. There is no self-service cancellation portal. You will receive written confirmation within two business days; cancellation is not effective until you receive that confirmation.

Upon cancellation, the Company will remove itself as an authorized manager from your ManyChat account. All flows built during the service period remain intact in your ManyChat account. You are responsible for managing those flows going forward; the Company is not obligated to provide further documentation, training, or support after the cancellation date.

1.5 Account Access and Security

The Company uses only Meta's official Instagram API through ManyChat's authorized platform. The Company does not use third-party scraping tools, unauthorized bots, or any software that violates Meta's or ManyChat's Terms of Service. The Company will never request your Instagram or Facebook passwords; account connection is handled exclusively through ManyChat's authorized manager access process. You retain full ownership of your Instagram account, Facebook Page, and ManyChat account at all times. The Company acts only as an authorized manager of your ManyChat account during the active term of this Agreement.

2. Video Editing Service

2.1 Package Structure

Editing services are sold as pre-purchased batches of edits, not a monthly subscription. There is no recurring charge and no ongoing commitment. A batch remains valid until every edit in it has been used; there is no expiration clock. Current packages are:

A $25 test edit is available for new clients who want to evaluate quality before committing to a package. If you purchase any package after your test edit, the $25 is credited back to you in full.

Growth and Scale package clients receive priority turnaround ahead of Starter clients.

2.2 What Counts as One Edit

One "edit" is one finished short-form video up to approximately 60 seconds in length, including hook, cuts, captions, and sound design, delivered ready to post. A single edit may be built from one raw clip or from multiple raw clips shaped into one concept; an edit is defined by the finished output, not by the number of raw files used to create it.

Every edit includes two rounds of revisions. Additional revisions beyond the included two are billed at $25 each.

2.3 Footage Handling

All footage is edited in-house by the Company's Nashville-based team. Footage is never sent to offshore subcontractors or third-party editing platforms outside the Company's direct control.

2.4 Editing Fees and Refund Policy

Package purchases are one-time payments, not subscriptions. Unused edits are eligible for a 75% refund, on a per-edit basis, provided work on that specific edit has not yet begun. Once the Company's editing team has begun work on a given edit, that edit is no longer eligible for a refund, regardless of whether other edits remaining in the same batch are still unstarted and refund-eligible. Refund eligibility is assessed edit-by-edit within a batch, not at the batch level as a whole.

To request a refund on unused, unstarted edits, email hello@digitallysb.com specifying your order and the number of edits you wish to refund. The Company will confirm in writing which of the requested edits qualify before processing payment.

The $25 test edit fee itself is non-refundable as a standalone purchase, but is credited toward any package purchased afterward as described in Section 2.1.

2.5 Ownership of Footage and Deliverables

You retain full ownership of all raw footage you provide to the Company. Upon delivery, you also own the finished edited videos produced for you. The Company claims no ownership over your footage or your finished deliverables.

3. Disclaimers and Limitations of Liability

This section applies to all clients, regardless of which service or services you have purchased.

3.1 No Guarantee of Results

The Company does not guarantee any specific financial results, conversion rates, lead volume, follower growth, view counts, booked calls, or sales outcomes from either service. Performance depends on factors entirely outside the Company's control, including the quality and frequency of your content, the strength of your offer, the size and engagement level of your audience, and changes to any platform's algorithm or organic reach.

3.2 Platform Changes and Outages

The Company's services depend on third-party platforms including Instagram, Facebook, Meta, ManyChat, TikTok, and YouTube. The Company is not liable for service interruptions, broken automations, reduced performance, delayed delivery, or lost leads or views caused by changes to any platform's API, algorithm, features, or terms of service; temporary or permanent platform outages; or bugs, glitches, or technical failures originating from any third-party platform.

3.3 Account and Content Restriction Risk

While the Company strictly adheres to each platform's official guidelines, each platform retains ultimate authority over content and accounts hosted on it. The Company is not liable for any account restrictions, reduced reach, shadowbans, content removal, or suspensions imposed by any platform, for any reason.

3.4 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the Company, its owner, employees, contractors, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, lost revenue, lost leads, loss of data, loss of goodwill, or other intangible losses, arising out of or related to your use of any Company service. In no event shall the Company's total cumulative liability to you for all claims arising under this Agreement exceed the total amount you paid to the Company in the three (3) calendar months immediately preceding the event giving rise to the claim.

4. Intellectual Property

4.1 Your Materials

You retain all rights to any logos, branding, images, footage, links, offer copy, or other content you provide to the Company for use in your automations or edits.

4.2 ManyChat Flow Architecture

The structural frameworks, logic architecture, and generalized copy templates developed by the Company for ManyChat automations remain the intellectual property of the Company. Upon completion of the buildout, you are granted a non-exclusive, non-transferable license to use the specific flows built for your account for the duration of your business operations. You may not sell, resell, sublicense, or distribute the flow structures to third parties.

4.3 Edited Video Deliverables

As stated in Section 2.5, finished edited videos delivered to you become your property upon delivery, with no ongoing license or usage restriction imposed by the Company.

5. Communication and Support

All support requests, update requests, and communication regarding either service must be submitted by email to hello@digitallysb.com. The Company does not provide support via Instagram Direct Messages, text messages, phone calls, or any other channel. Business days are defined as Monday through Friday, excluding federal holidays observed in the United States.

6. General Provisions

6.1 Independent Contractor

The Company provides its services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employer-employee relationship between you and the Company.

6.2 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Tennessee, and you consent to personal jurisdiction in those courts.

6.3 Dispute Resolution

Before initiating any legal action, both parties agree to attempt to resolve any dispute through good-faith written communication for a period of thirty (30) days before pursuing any other legal remedy.

6.4 Modifications to These Terms

The Company reserves the right to modify these Terms of Service at any time. If material changes are made, the Company will notify active clients via email at least fourteen (14) days before the changes take effect. Your continued use of any Company service after the effective date of a modification constitutes your acceptance of the updated terms.

6.5 Severability

If any provision of this Agreement is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the enforceability of the remaining provisions.

6.6 Entire Agreement

This Agreement constitutes the entire understanding between you and the Company with respect to the services described herein and supersedes all prior agreements, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof.

6.7 Waiver

The failure of the Company to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision unless acknowledged and agreed to by the Company in writing.

By completing your purchase through the Stripe checkout page, you confirm that you are at least 18 years of age, that these terms were presented to you in full at the point of purchase, that you checked the acknowledgment box confirming your acceptance, and that you agree to be bound by this Agreement in its entirety.