Digital Direct Terms of Service

This is a binding agreement between “you” (a customer of Digital Direct) and Digital Direct (DD). It details the type of service we will provide to you, aspects of our business relationship and how we will work together. This policy is a legal document so you must agree to the terms outlined below otherwise you will not be able to use our Services. By using our Services, you have confirmed that you have read and agreed to these Terms of Service.

Because this policy constitutes as a binding, legal document we have created a “definitions” section as a way to help you understand the legalese.

1. Definitions:

“Agreement” is defined as anything listed in these Terms of Service or written documentation provided to a User when a new account is created.

“User” refers to any customer who has been authorized to use our Services.

“Billable Users” are Users who have an account with DD in which we charge recurring fees as set forth in the approved “Agreement.”

"Service" refers to the Digital Direct service.

“Billing Period” means the timeframe for which you have agreed to pay fees for using our services. This timeframe is referred to as the Subscription Term. For example, for a User with a monthly Subscription Term they are invoiced one time every month.

“Contact” or “Recipient” is an individual classified as a prospect, a lead, or audience whose information is imported into our software platform in order for you (the User) to send relevant, targeted email messages to them.

“Record” means data associated with a contact.

“Data Provider” is any third-party, reputable company that DD partners with who sells or rents their data for the sole purpose of you using our software to email them targeted messages.

“Software as a Service” (SAAS), the licensed Software as a Service may be utilized on any computer, by the Licensee. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

 “Rights and Obligations” of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software login credentials for use by one or more third parties.

2. Eligibility

In order to use DD, you must:

1.     be at least eighteen (18) years old and able to enter into contracts;

2.     complete the registration process;

3.     agree to the Terms; and

4.     provide true, complete, and up to date contact information.

By using DD, you represent and warrant that you meet all the requirements listed above, and that you won’t use DD in a way that violates any laws or regulations. (Representing and warranting is like making a legally enforceable promise.) DD may refuse service, close accounts of any users, and change eligibility requirements at any time.

3. License Fee

The original subscription by the Licensee will stay in force until the Licensee chooses to discontinue the service. Non-payment of the monthly subscription fee will result in cessation of service after 7 days if payment is not received. There is a $350.00 fee to rebuild your database and reactivate your account.

4. Term

The Term begins when you sign up for DD and continues as long as you use the Service. Clicking the button and entering your username means that you’ve officially “signed” the Terms. If you sign up for DD on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf. There are absolutely no refunds once a monthly subscription has been paid. If you want to discontinue service we must receive notification via email or phone at least one day prior to your billing date.

5. Changes

We may change any of the Terms by posting revised Terms of Service on our Website and/or by sending an email to the last email address you gave us. Unless you terminate your account within ten (10) days, the new Terms will be effective immediately and apply to any continued or new use of DD. We may change the Website, the Service, or any features of the Service at any time.

6. Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords.

7. Charges for Add-Ons

Some features are offered as add-ons to your DD account. If you add on a feature that has a charge, then you’ll be billed that additional amount with each billing cycle for as long as the add-on is active. Some add-ons are intended for particular use cases and may have additional terms or restrictions (“Additional Terms.”) If you use an add-on in a way that violates these Terms or the Additional Terms, then we may terminate your account.

8. Billing Changes

We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email.

9. Subscription Terms and Renewals

These Subscription Terms are part of the DD Software Agreement that is agreed to by all Customers and Users of our Services.

DD has a zero tolerance to ‘spam’ policy. Therefore Users of our software are not permitted to send non CAN-SPAM Act compliant emails. Details can be found at: https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business

Users agree to pay DD via credit card. Failure to pay on time may result in temporary or permanent suspension of User’s access to our Services. DD reserves the right to suspend services for overdue accounts until the account has been paid up to date. After 7 days your account will become “Inactive” and you will no longer have use of it. There is a reactivation fee of $350. per account.

 

10. Closing Your Account

You or DD may terminate this Agreement at any time and for any reason by giving Notice to the other party. Termination notice must be received one or more days prior to the day your renewal payment is due. We may suspend our Service to you at any time, with or without cause. If we terminate your account without cause, we’ll refund a prorated portion of your monthly prepayment. We won’t refund or reimburse you if there’s cause, like a violation of these Terms. Once terminated, we may permanently delete your account and all the data associated with it. If you don’t log in to your account for 12 or more months, we may treat your account as “inactive” and permanently delete the account and all the data associated with it.

 

11. Indemnification

DD is responsible for compliance of all email addresses loaded into Users account from our databases. DD software and staff manages all opt-outs, opt-ins and spam complaints.

Users of our software understand that they are responsible for all communications delivered through their account and agree to abide by all pertinent copyright and spam laws. User agrees to indemnify and hold us, DD and its officers, employees and business partners, harmless from any claims arising from User’s use of our Services. You also agree to indemnify and hold us harmless from any losses, including attorney fees, that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms.

12. Privacy Policy

We may use and disclose your information according to our Privacy Policy. Our Privacy Policy will be treated as part of these Terms. Our Privacy Policy can be found in the footer of the DD website.

13. Right to Review Email Campaigns

We may view, copy, and internally distribute content from your Emails and account to ensure spam compliance and create algorithms and programs (“Tools”) that help us spot problem accounts. We use these Tools to find Members who violate these Terms or laws.

14. Compliance with Laws

You represent and warrant that your use of DD will comply with all applicable laws and regulations. You’re responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, GDPR/EU Data Privacy Laws, or other laws. If you’re subject to regulations (like HIPAA) and you use our Service, then we won’t be liable if our Service doesn’t meet those requirements. You may not use our Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

If you’re located in the European Economic Area (EEA) or send to anyone in the EEA, you represent and warrant that in creating your Email distribution list, sending Emails via DD, and collecting information as a result of sending Emails, you:

1.     Will clearly describe in writing how you plan to use any data collected, including for your use of DD. You’ll get express consent to transfer data to DD and be processed, and you’ll otherwise comply with whatever privacy policy you have posted.

2.     Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of email through DD.

3.     Have collected, stored, used, and transferred all data relating to any individual in compliance with all data protection laws and regulations. You have the necessary permission to allow DD to receive and process data and send communications to that individual on your behalf.

4.     Agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of these warranties.

15. U.S. Export Controls

The software that supports the Services (the “Software”) is subject to United States export controls. Export laws are set up by the government to keep certain goods and services from reaching other countries, usually because of security concerns or trade agreements. None of the Software may be downloaded or otherwise exported or re-exported in violation of United States export laws. You’re downloading and using the Software at your own risk.

16. Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Services, including any downloads from the Website. We and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims made about the Service in any month will be no more than what you paid us for the Service the month before.

17. No Warranties

To the maximum extent permitted by law, we provide the material on the Website and the Service as is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Since people use DD for a variety of reasons, we can’t guarantee that it will meet your specific needs.

18. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

19. Choice of Law

The State of Florida’s laws, except for conflict of laws rules, will apply to any dispute related to these Terms or the Service. Any dispute related to the Terms, the Privacy Policy, or the Service itself will be decided by the state and federal courts in Sarasota County, Florida, and each party will be subject to the jurisdiction of those courts.

20. Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, Internet outages, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

21. Severability

If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.

22. Amendments and Waiver

Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

23. Entire Agreement

These Terms make up the entire agreement and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into these Terms when you activate the feature. Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control.

May 31, 2018

 

 

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