TERMS AND CONDITIONS
Description of Services
Digi Search can build and maintain your website and provide you with advanced digital marketing services including search engine optimization, patient review capability and social media marketing and online advertising through Google AdWords. You will enter into a Service Agreement with Digi Search setting forth the products purchased and the fees charged.
Fees and Charges
All fees and charges will be billed to your credit card upon entering into the Service Agreement and thereafter, in advance on a monthly basis. Fees and charges may change from time to time and those changes will be communicated to you. Any change will take effect at the start of the next month following the date of the change. By continuing with the Services after the change takes effect, you agree to the new fees and charges.
Additional Terms and Policies
These Terms incorporate and supplement the Google, Inc. Standard Terms and Conditions for Advertising (http://www.google.com/ads/terms) (“Google Terms”). If any of the provisions of the Google Terms conflict with these Terms, these Terms will control, solely to the extent such terms apply to the Services.
Subject to these Terms, Digi Search grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited and revocable worldwide license to use the Services for your internal business purposes only (“User License”). The User License is hereby incorporated into these Terms. Any use of the Services in any other manner, including, without limitation, resale, reverse-engineering, disassembling, redistribution, transfer, modification or distribution of the Services or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the Services (“Content”) is prohibited. You may not copy (except as expressly permitted by this Agreement), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of any open-sourced components included with the Services). If you breach any of these restrictions, you may be subject to prosecution and damages. These Terms and User License also govern any updates to, or supplements or replacements for the Services unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply. These Terms and the User License are concluded between you and Digi Search.
Termination. The User License is effective until terminated Digi Search, with or without written notice. You may cancel the Services and your User License by giving 30 days written notice to Digi Search. Your rights under the User License will terminate automatically without notice from Digi Search if you fail to comply with any Terms or terms of the User License. Upon termination of the User License, you shall cease all use of the Services and destroy all copies, full or partial, of the Services. All rights not expressly granted to you are reserved by Digi Search and its licensors.
External Services and Third Party Materials
Your website may enable you and others access to a third party services and websites outside of your website (collectively and individually, “External Services”). External Services include, but are not limited to, Facebook, Twitter, and other social media platforms. Use of the External Services requires Internet access and may require you to accept additional terms. Certain External Services may display, include, or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the External Services, you acknowledge and agree that neither Digi Search, nor its agents or those involved in creating or providing the Services, is responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third Party Materials or web sites. Neither Digi Search, nor its agents or those involved in creating or providing the Services, warrant or endorse, and do not assume and will not have any liability or responsibility to you or any other person for any External Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. You agree to use the External Services at your sole risk and neither Digi Search, nor its agents or those involved in creating or providing the Services, shall have any liability to you for content that may be found to be offensive, indecent, or objectionable. Digi Search reserves the right to change, suspend, remove, or disable access to any External Services at any time without notice. In no event will Digi Search be liable for the removal of or disabling of access to any such External Services. Digi Search may also impose limits on the use of or access to certain External Services, in any case and without notice or liability to you.
You may generate content, written or otherwise, while using the Services (“User-Generated Content”). You hereby (a) acknowledge and agree that you and you alone are responsible for your own User Generated Content, and (b) grant to Digi Search and its successors a worldwide, irrevocable, transferrable, sublicensable, fully-paid, royalty-free, non-exclusive license to reproduce, display, modify, delete from, add to, adapt, publish, prepare derivative works from, and otherwise use your User-Generated Content in order to provide you with the Services, compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings, and in advertising and product marketing campaigns.
Ownership of Content
Except for User-Generated Content, all Content, including text, images, video, and other content made available through the Services is owned by Digi Search and/or third parties that have given permission for Digi Search to make such Content available through the Services. No Content may be reproduced, republished, uploaded, posted, transmitted, reproduced, distributed, copied, publicly displayed or otherwise used by you for any commercial purposes, except as provided in these Terms or as permitted by the owner thereof. Moreover, you may not distribute, reproduce, republish, display, modify, transmit, reuse, repost, link to, or use any materials of the Content without the written permission of Digi Search or owner thereof, except where the Services expressly permit you to share or post Content through the Services functionality. Modification of any materials displayed in the Content without prior written permission from Digi Search or other third party owner, is a violation of Digi Search’s or other third party owner’s copyright and other proprietary rights. Notwithstanding anything contained in these Terms to the contrary, your domain name shall remain yours.
You acknowledge that Digi Search is continuing to develop and improve the Services and that the Services may be improved based upon your feedback. You agree that Digi Search alone shall own all right, title and interest, including all related intellectual property rights, in and to the Services and any suggestions, ideas, enhancement requests, feedback, recommendations, data, reports, comments or other information provided by you or any other party relating to the Services, and any aggregated metrics, data and trends compiled by Digi Search (collectively, “Digi Search Property”). The Digi Search name, the Digi Search logo, and the product and service names associated with the Services and all related indicia are Digi Search Property unless designated as owned by third parties. The Services may include trademarks, service marks or logos of third parties, all of which are property of their respective owners. No right or license is granted to you to use Digi Search Property or third party property without the prior explicit written permission of the owner. All goodwill from your use of the Digi Search Property shall inure to the benefit of Digi Search.
Use of the Services is limited to the contemplated functionality. The Services shall not be used in any way that does any of the following:
- Harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including, but not limited to, trademark, copyright, rights of publicity or other proprietary rights).
- Is unlawful, fraudulent, or deceptive.
- Uses technology or other means to access unauthorized content or non-public spaces, including, but not limited to, use of “bots,” “spiders,” or “crawlers.”
- Attempts to (a) introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, (b) damage, disable, overburden, or impair Digi Search’s servers or networks, or (c) gain unauthorized access to Digi Search’s computer network(s) or user account(s).
- Encourages conduct that would constitute a criminal offense, or that gives rise to civil liability.
- Violates these Terms in any manner.
- Fails to comply with applicable third party terms and conditions or other third party policies.
Digi Search reserves the right, in its sole discretion, to terminate any User License, remove Content, assist law enforcement in the prosecution of criminal liability, or assert a civil or criminal legal action with respect to Content or use of the Services that Digi Search reasonably believes is or might be in violation of these Terms or applicable law, including without limit, the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, as amended, but failure or delay in taking such actions does not constitute a waiver of Digi Search’s rights to enforce these Terms.
To the fullest extent allowable under applicable law, you agree to indemnify and hold harmless Digi Search, including its agents, affiliated companies, employees, contractors, directors, and officers, and anyone involved in creating or providing the Services, and Google, from all claims or causes of action, liabilities, damages, costs, fines, penalties, and expenses (including attorneys’ fees) occurring from or related to the use or misuse of the Services, violation of these Terms, or violations of any rights of a third party, or any allegation thereof. Digi Search reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
DIGI SEARCH IS PROVIDING THE SERVICES AND CONTENT “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED. YOU USE THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, DIGISEARCH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, RELIABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING OR FREE OF DEFECTS OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, OR THAT THE USE OF THE SERVICES BY THE USER IS IN COMPLIANCE WITH LAWS, OR THAT INFORMATION TRANSMITTED IN CONNECTION WITH THE SERVICES WILL BE SUCCESSFULLY, ACCURATELY OR SECURELY TRANSMITTED. YOU EXPRESSLY AGREE THAT YOUR USE OF AND RELIANCE UPON THE SERVICES IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL DIGI SEARCH OR ITS AGENTS, AFFILIATED COMPANIES, EMPLOYEES, CONTRACTORS, DIRECTORS, AND OFFICERS, AND ANYONE INVOLVED IN CREATING OR PROVIDING THE SERVICES OR CONTENT, OR GOOGLE (A) BE LIABLE WITH RESPECT TO USE OF THE SERVICES; AND/OR (B) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, THE INABILITY TO USE THE SERVICES, OR SERVICES FAILURE OR MALFUNCTION. DIGI SEARCH, ITS AGENTS AND ANYONE INVOLVED IN CREATING OR PROVIDING THE SERVICES OR CONTENT SHALL NOT BE LIABLE EVEN IF ANY OF THEM OR ANY AUTHORIZED REPRESENTATIVE OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, UNAUTHORIZED USE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARM.
YOU AGREE THAT ALL CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SERVICES, SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND THAT YOUR SOLE REMEDY IS TO CEASE USE OF THE SERVICES.
In the event that applicable law does not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental, consequential or other damages, in no event shall Digi Search, its agents or anyone involved in creating or providing the Services or Content be liable for damages, losses, and/or causes of action exceeding the amount, if any, paid by you for use of the Services or $100, whichever is less.
You acknowledge and agree that any violation or attempted violation of any of these Terms would cause Digi Search irreparable injury. In the event of a violation or attempted violation of any of these Terms, Digi Search shall have, in addition to its remedies at law and those set forth herein, the immediate right to injunctive and other equitable relief to prevent the violation or attempted violation of any of these Terms. To the extent that any of the provisions of this paragraph are held invalid by a court of law, then any invalid provision may be modified by said court so as to allow the maximum, reasonable restrictions allowed under the law.
Choice of Law, Arbitration and Jurisdiction for Disputes
To the fullest extent allowable under applicable law, any controversy or claim arising out of your use of or other interaction with the Services, except (i) as otherwise provided herein, or (ii) for any such controversies or claims arising out of either party’s intellectual, confidential property rights or otherwise for which equitable relief is sought, shall be settled by binding arbitration in Chicago, Illinois, or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply Illinois law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. In the event that the claimant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Digi Search will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Digi Search shall be entitled to arbitrate their dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty (60) days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE OFFICIAL RULES.
Governing Law & Jurisdiction
All disputes in connection with the Services, shall be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to the conflict of laws rules thereof. Any matters or proceedings which are not subject to arbitration as set forth above and/or for entering any judgment on an arbitration award, shall take place in the State of Illinois in the state or federal courts in Chicago, Illinois and you consent to the exclusive jurisdiction of such courts.
If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms, it being the intent and agreement of the parties that the Terms shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting therefore another provision that is valid, legal and enforceable so as to materially give effect to Digi Search’s intent. Failure of Digi Search to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.
Modification of these Terms
We will notify you of changes to these Terms by posting the amended terms on Digi Search’s website, at least thirty (30) days before the effective date of the changes. If you have provided us with your email address or with consent to contact you via text message or other means, we will also notify you of material changes to these Terms via those means at least thirty (30) days before the effective date of the changes to the address/number you most recently provided to us. We encourage you to keep the contact information you provide to us current, and to promptly notify us of any changes, so that you may receive any notices we send to you regarding material changes to these Terms. If you do not agree to any changes, you should stop using the Services and you will not be bound by the new terms. Otherwise, the new terms will take effect after thirty (30) days.
Third Party Beneficiaries
You agree that our service providers, licensors, or others involved in creating or providing the Services are third party beneficiaries to these Terms and may rely upon the provisions of these Terms, including, but not limited to, the provisions concerning Indemnification, No Warranties, and No Liability. Additionally, you acknowledge and agree that Google is a third party beneficiary of the User License, and that Google will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof.
This Agreement may not be assigned by you without the prior written consent of Digi Search. This Agreement is freely assignable by Digi Search.
The Terms will apply to and bind the successors, representatives, and permitted assigns of Digi Search and you.
This Terms constitute the entire understanding between you and Digi Search with respect to the subject matter hereof and supersedes all prior written or oral representations.
If you have any questions, complaints or claims regarding the Services or our privacy practices, you can email us at firstname.lastname@example.org.