Effective Date: 5/5/2020
Welcome to the Terms of Service (hereinafter referred to as the "Agreement" or "Terms of Service") for Digital Division, LLC (hereinafter referred to as "Digital Division", "us", "our" or "we"). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access Digital Division's services (hereinafter referred to as "the Services") or website (hereinafter referred to as "the Site"). This Agreement may be governed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act).
2. Binding Nature.
3. Change Control.
Digital Division reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole and independent discretion. Any changes will be effective upon the posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of the Site and the Services following Digital Division's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Agreement, do not continue to use the Services or the Site.
Our Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Competitors are not authorized to access or use the Site without express, written permission from us in advance of such access. If you do not qualify, please do not use the Site. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
Digital Division provides online and traditional marketing services. Digital Division may be compensated for your use of those services. We reserve the right to update and modify the Services from time to time.
6. User's Responsibilities.
As a Digital Division website user, you are obligated to read this Agreement before you provide any information via the Site. You agree to be bound to the terms of this Agreement. Digital Division does not offer legal or financial advice concerning the Services offered via the Site. Nothing in this Agreement is to be interpreted as legal advice or guidance. By using the Site, you certify that all information you provide is true and accurate. In addition, it is a condition of your use of the Site that all information you provide will be correct, current, and complete and any modification or change made to any information that you provide during your continued use of the Site and/or Services simultaneously carries with it a certification that the modification or change that you make to your information is true and accurate. We may, at our sole discretion, require additional information or forms of identification and may use these to determine any limitations that may be placed on your use of the Site. We have the right to refuse you access to the Site or any of its resources, and to terminate or suspend your access at any time if we believe that the information you provide is not correct, current, complete, true, and accurate. In addition, you may be subject to civil or criminal penalties for giving such false information. You are responsible for all statements made and acts that occur through your use of the Site. You are solely responsible for obtaining access to the Site and any fees associated with such access (e.g., airtime charges, ISP fees, other third party fees, etc.). In addition, you must provide, and you are responsible for, all equipment necessary to access the Site. The Site reserves the right to modify materials and the Site's design at any time, with or without prior notice.
7. Restricted Activities.
Your information and activities on the Site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) contain any viruses, Trojan horses, or the like, or other computer programming routines that may damage or interfere with the Site; and (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers. Additionally, without the express written authorization of the Site, you may not: (a) utilize any framing techniques in connection with the Site or any of the materials contained therein; (b) use any meta-tags or any other "hidden text" utilizing the Site's marks; (c) "deep-link" to any page of the Site (including the homepage); (d) decompile, reverse engineer, modify or disassemble any of the software aspect of the Site's materials except and only to the extent permitted by applicable law; (e) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Site's materials or any of your rights to access and use the Site's materials as granted in this Agreement; and/or (f) place a bookmark on any page of the Site except for the registration screen. Furthermore, you may not consummate any transaction on the Site, or that was initiated using our Services, that could cause us to violate any applicable law, statute, ordinance, or regulation. Additionally, you agree to cooperate with the Site in stopping any unauthorized use.
It shall be a material breach of this Terms of Service if you submit any material to the Site that violates international law or federal, state, and/or local laws of the United States.
8. Access and Interference.
You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that we, in our sole discretion, believe imposes an unreasonably large load on our servers; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display the Site content without the prior expressed written permission of Digital Division and the appropriate third party, as applicable; (iii) attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iv) bypass any security measures or encryption tools that we may use to prevent or restrict access to the Site.
Without limiting other remedies, we may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Site, and refuse to provide our Services to you if, within our sole and independent judgment: (a) you breach, or we anticipate that you are about to breach, this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us. We can also terminate this Agreement at any time, with or without cause.
11. Parental Control Protections.
In accordance with 47 U.S.C.S. § 230, parents should be aware that there are parental control protections (such as computer hardware, software, or filtering services) commercially available, which can assist them in limiting access to material that is harmful to minors. Examples of some of these protection services include Cybersitter (www.solidoak.com) and Net Nanny (www.netnanny.com). Please note that Digital Division in no way endorses or is responsible for these services.
12. National Do Not Call Registry.
Please be advised that if you contact us, you have expressly agreed to be contacted via telephone by Digital Division, regardless of whether you are listed on the National Do Not Call Registry.
13. Fax and Cell Phone Policy.
Please be advised that if you provide us with a fax number and/or cellular phone number, you have expressly granted us the right to contact you via cell phone and/or via text messaging.
14. Results May Vary.
EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT OUR SERVICES. EXAMPLES AND TESTIMONIALS ON THE SITE ARE NOT TO BE INTERPRETED AS PROMISES OR GUARANTEES OF RESULTS. RESULTS WILL VARY PER PERSON. Your level of success in attaining the results claimed in our materials depends on a number of factors. THESE FACTORS VARY ACCORDING TO INDIVIDUALS, AND THEREFORE, Digital Division CANNOT GUARANTEE YOUR RESULTS.
15. No Warranty.
WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS PROVIDE THE SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
IN ADDITION, WE SPECIFICALLY DISCLAIM ALL WARRANTIES THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; DISCLAIM ALL WARRANTIES THAT THE SITE WILL ALWAYS BE AVAILABLE, UPDATED, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND DISCLAIM ALL WARRANTIES THAT ANY FILES AVAILABLE FOR DOWNLOAD FROM THE INTERNET WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES, (SITE DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR YOUR USE OF THE INTERNET). WE ALSO SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE AND DISCLAIM ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF Digital Division. THE SITE IS NOT RESPONSIBLE FOR ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY SELLERS OR THIRD PARTIES. YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED OR ACCESSED THROUGH THE USE OF THE SITE.
THE SITE MAKES NO REPRESENTATIONS THAT THE SITE OR ANY OF ITS MATERIALS ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS. NO USERS MAY ACCESS THE SITE FROM TERRITORIES WHERE THE CONTENT OR THE BUSINESS OF THE SITE MAY BE ILLEGAL.
IN ADDITION, THE SITE DISCLAIMS ANY LIABILITY FOR ANY DAMAGES WHATSOEVER INCURRED BY ANY USER IN CONNECTION WITH THE USE OF ANY WEBSITE ACCESSED THROUGH THE SITE AND DISCLAIMS ANY LIABILITY DERIVED FROM THE USE OF ANY LINKS THAT MAY APPEAR ON THE SITE.
16. General Release.
IF A DISPUTE ARISES BETWEEN ONE OR MORE USERS, EACH OF YOU RELEASE Digital Division, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. YOU WAIVE THE PROTECTIONS AFFORDED BY CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY Digital Division.
17. Limitation of Liability.
IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM ANY CLAIM ARISING OUT OF, OR RELATED TO, THIS AGREEMENT AND/OR YOUR USE OF THE SITE INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE. OUR LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO $100.
You agree to defend, indemnify and hold harmless Digital Division and our officers, directors, agents, employees, contractors and suppliers from any claim or demand made by any third party due to or arising out of the performance of this Agreement by either party, as well any performance related to the documents it incorporates by reference, and/or your violation of any law or the rights of a third party.
19. Specific Enforcement.
You acknowledge that Digital Division will be irreparably injured if the provisions of this Agreement are not specifically enforced. If you commit or, in the belief of Digital Division, threaten to commit a breach of any of the provisions of this Agreement, Digital Division and each of its subsidiaries shall have the right and remedy, in addition to any other remedy that may be available at law or in equity, to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Digital Division and its subsidiaries, and that money damages will not provide an adequate remedy therefore. Such injunction shall be available without the posting of any bond or other security, and you hereby consent to the issuance of such injunction.
If this Agreement is breached by you, Digital Division will be entitled to recover its legal fees and costs incurred in the enforcement of this Agreement.
Digital Division grants a limited license to each participant to make personal use only of the Site and the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services, making any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever. You agree that you will not compile, reproduce, republish or resell for any commercial purpose any information on our Site and not use any device, software or routine that may interfere with the operation of the Site.
21. Export Control.
You understand and acknowledge that the Site's software elements may be subject to regulation by the United States Department of Commerce or by other agencies of the U.S. Government, which prohibit the export or diversion of software to certain nations or third parties. Diversion of such materials contrary to the laws of the United States or international law is prohibited.
You agree that you will not assist or participate in any such diversion or other violation of applicable laws and regulations. You also warrant that you will not permit or license anyone not approved under applicable law or regulations to receive controlled commodities. You agree to abide by any applicable laws and regulations. You further agree that none of the materials on the Site are being, or will be, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or otherwise used for proscribed activities.
23. Trademark Information.
You agree that the term "Digital Division" is considered a trademark of the Site. You further agree that the Site's marks, logos, domains, and trademarks may not be commercially used except with the express written permission of the Site. You additionally agree that the marks may not be used in any manner that falsely disparages or discredits the Site or is likely to cause consumer confusion. Additionally, you understand that other parties' product and service names referenced on the Site may be trademarks and service marks of their respective companies and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks.
24. Copyright Information.
The Site, or the party that provided the materials to the Site, retains all of its right, title, and interest in the materials. Your access of the Site does not transfer title or rights in any of the Site's intellectual property.
25. General Provisions.
This is the entire Agreement governing the use of the Digital Division Site. No delay by either party shall waive rights under this Agreement. By using the Site, you expressly consent to the exclusive personal jurisdiction and venue for any claim relating to or arising out of this Agreement or your use of the Site or Services in the state and federal courts for Jackson County, Missouri. No waiver of any breach of this Agreement shall be a waiver of any other provision of this Agreement, and no waiver shall be valid unless in writing signed by the parties. If any provision of this Agreement is held invalid, such provision shall be restated to reflect, as nearly as possible, the original intention of the parties in accordance with applicable law and the remainder of the Agreement shall remain in full force. This Agreement does not create an agency, joint venture, partnership, fiduciary relationship, or any similar relationship between the parties, and neither party has the right or authority to act for, or on behalf of, the other party. Headings are for the convenience of reference only and do not alter the rights and obligations of the parties. The provisions of this Agreement are not for the benefit of any third party. Neither party shall be liable to the other for any delay or failure due to acts of God, war, transportation difficulties, labor strikes, natural disasters, riots, telecommunications or information services infrastructure, hacking, Spam, any failure of a computer, server, or software, or acts or omissions of vendors or suppliers beyond the control of the parties. Provisions of this Agreement that are intended to survive this Agreement shall survive.