General Terms & Conditions for Use of Digital Direct and It’s Affiliated Services

This is a binding agreement between “you” (a customer of Digital Direct) and Digital Direct. 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. These general terms and conditions are part of the contract to which they are attached (the “Agreement”) and apply to your use of any marketing or email data or services provided by Digital Direct Inc. or its affiliated companies (“Digital Direct”), which data or services are referred to collectively as the “Data.”

1. Eligibility

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

2. Ownership.

(a) The term “Digital Direct Property” means all programs, files, systems, documentation, information, content, graphics, page layouts, site designs, user interfaces utilized or provided by Digital Direct, work product produced by Digital Direct, and derivative works of any of the foregoing, including, without limitation, the website or websites made available to you by Digital Direct, any HTML programming performed as part of providing you with Data and any other special programs, functionalities, interfaces and other work product, ideas, concepts or techniques which Digital Direct may develop, use or rely upon in providing the Data to you.

(b) All Digital Direct Property shall be and will remain the property of Digital Direct.

(c) As between you and Digital Direct, Digital Direct shall be the sole and exclusive owner of all patents, copyrights, trademarks, trade secrets and other intellectual property rights in and to the Digital Direct Property and the Data.

3. Limited License.

Upon your execution of the Agreement and the payment of all amounts due Digital Direct, you are granted a personal, nontransferable and nonexclusive license to use the Data solely for your direct marketing, market research and customer prospecting purposes, in strict accordance with the terms of the Agreement.
If no usage period is selected, the license’s term shall be for a period of one (1) year. Company shall retain all right, title and interest in and to the Production/Services and all intellectual property contained therein. Upon expiration or termination of the Agreement, you shall discontinue use of the Data and, as requested by Digital Direct, either (a) return the Data to Digital Direct without retaining any copies thereof or any notes or other information thereon or (b) provide a certificate, executed by you, in form and substance satisfactory to Digital Direct, that the Data has been destroyed in such a manner to render the Data permanently unreadable and unrecoverable.

4. 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.

5. Limitations on Use.

(a) Unless specifically authorized in advance and in writing by Digital Direct, you will not share, sell, transfer or otherwise make the Data available to any third person or entity and you will use your best efforts to prevent the misuse or unauthorized use of the Data by any third person or entity.

(b) You will not name or refer to Digital Direct or your use of the Data in any of your advertisements or promotional or marketing materials.

(c) You will not use the Data for consumer credit purposes, underwriting consumer insurance, employment purposes, tenant screening purposes, for any other purpose covered by the federal Fair Credit Reporting Act or for any other purpose not expressly authorized by the Agreement.

4. Your Responsibilities; Use of Email Data; Review and Audit by Digital Direct.

(a) Your use of the Data will comply with all applicable federal, state, local and foreign laws, statues, rules and regulations (“Laws”), including Laws regarding telemarketing, email and facsimile marketing, customer solicitation, do-not-call lists, the use of automatic dialing equipment, and all applicable guidelines of the Direct Marketing Association (“DMA”) and you shall be responsible for compliance in connection with your use of the Data. If you are not a member of the DMA, you will use your best efforts to comply with the DMA’s guidelines.

(b) Your use of any email Data will comply with all applicable Laws, including the CAN-SPAM Act, CCPA, COPPA, GDPR, the Telephone Consumer Protection Act, and any State laws.

(c) You acknowledge that certain Data may include names and phone numbers that appear on one or more do-not-contact lists maintained by a federal, state, provincial, or other governmental entity or whose use may otherwise be regulated. You are responsible for subscribing to all applicable do-not-contact lists and you further agree to comply with all such relevant Laws, including those relating to any such do-not-contact lists.

(d) Digital Direct reserves the right to review your use of the Data to ensure compliance with this Agreement, but any failure of Digital Direct to review such use will not constitute acceptance of such use or waive any of Digital Direct’s rights hereunder or limit any of your obligations with respect to the Data. At any time upon at least 3 days’ notice, Digital Direct may audit your records to determine whether you are in compliance with this Agreement and you will make available to Digital Direct or its representatives all records necessary for the conduct of such an audit.

(e) Data protection is essential to being a good corporate citizen. Additionally, a variety of state and federal laws and regulations require you to protect the security of certain kinds of information “Personally Identifiable Information” (“PII”). You are required and agree to take all reasonable steps necessary to protect the privacy and security of all PII acquired through Digital Direct.

5. Disclaimer of Warranties; Limited Warranty.

THE DATA IS PROVIDED ON A STRICTLY “AS IS” BASIS. DIGITAL DIRECT DOES NOT ASSURE OR WARRANT THE CORRECTNESS, COMPREHENSIVENESS OR COMPLETENESS OF THE DATA AND, EXCEPT AS PROVIDED IN THE NEXT SENTENCE, DIGITAL DIRECT DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HAVE 5 DAYS FROM YOUR RECEIPT OF THE DATA TO INSPECT IT AND NOTIFY DIGITAL DIRECT OF ANY PROBLEMS OR MISTAKES IN THE DATA AND IF YOU SO NOTIFY DIGITAL DIRECT WITHIN THAT 5-DAY PERIOD, THE PROBLEM ENTRY OR MISTAKE WILL BE CORRECTED OR REPLACED AT NO ADDITIONAL CHARGE TO YOU.

6. Limitation of Liability.

Except as provided in the last sentence of Section 5, Digital Direct will not be liable for any claim, demand, loss, liability, damage, injuries, cost or expense (including reasonable attorneys’ fees and legal costs), whether general, direct, special, incidental, consequential or other damage caused in whole or in part or directly or indirectly by any use of the Data or any alleged or actual failure by Digital Direct to comply with the terms of the Agreement, whether or not any such damages were foreseeable or whether Digital Direct was advised of the possibility of such damages. Digital Direct’s maximum liability under the last sentence of Section 5 will not exceed the amount you paid Digital Direct under the Agreement within the 1 month preceding the event which gave rise to Digital Direct’s liability.

7. Your Indemnification of Digital Direct.

You shall indemnify, defend and hold harmless Digital Direct, its stockholders, directors, officers, employees, independent contractors and agents against any claim, demand, loss, liability, damage, injury cost or expense (including attorneys’ fees and legal costs) which arises, directly or indirectly, out of your act or omission with respect to the Data or any violation of the Agreement or any violation of Laws.

8. Interruption of Service.

You acknowledge that, given the technical nature of resources Digital Direct requires to provide the Data to you, temporary interruptions may occur in the provision of Data and that any such interruptions shall not result in Digital Direct having any liability to you or others and shall not suspend or eliminate your payment obligations to Digital Direct or provide you with any refund rights for amounts previously paid to Digital Direct.

9. No Assignment by You.

You may not assign your rights or obligations under the Agreement to any other person or entity without the prior written consent of Digital Direct, whether by operation of law or otherwise, and any attempt to do so shall be void.

10. 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 the warranty of merchantability and fitness for a particular purpose. Since people use Digital Direct for a variety of reasons, we can’t guarantee that it will meet your specific needs.

11. Additional Remedy of Termination.

In addition to all other legal rights and remedies available to Digital Direct for any apparent, threatened or actual breach or violation of the Agreement by you, Digital Direct has the right to terminate the Agreement and demand immediate return or destruction of the Data at any time if Digital Direct believes you are not complying in full with the Agreement.

12. Governing Law; Jurisdiction.

The Agreement shall be governed by and construed under the laws of the State of Florida, without regard for the principles of conflicts of law of that State or any other state. Any litigation or other dispute relating to or arising under the Agreement shall only be brought in the state or federal courts located in Sarasota County, Florida and you agree to submit to the exclusive jurisdiction of those courts and waive any objections to the venue of any such proceeding in those courts.

13. 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.

14. Payment for Non-Invoiced Products.

(a) Payment: You agree to pay Digital Direct a fee in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable. In the case of subscription products, the subscription term shall be effective for the agreed upon period, after which the subscription term shall automatically renew for the specified renewal period (if any) at the then-current subscription price.

(b) Recurring Billing: Your acceptance of these terms constitutes your authorization to Digital Direct to automatically charge the credit/debit card provided by you, and in the case of subscription products, to continue charging the credit/debit card at the agreed-upon intervals during the term of the subscription. You agree to provide Digital Direct with complete and accurate billing and contact information and to update that information within twenty (20) days of any change to the billing information. Failure of the recurring payment process does not absolve your payment obligations.

(c) Interest Charges: There will be interest charges on any amounts which you fail to pay when due at the rate of 1.5% a month, or such lower rate as may be equal to the maximum rate allowed by applicable law, on the unpaid amount.

15. Entire Agreement; Amendment or Waiver.

The Agreement contains the entire understanding between you and Digital Direct and supersedes any prior understandings or agreements, oral or written, relating to the subject matter of the Agreement. The Agreement may only be amended by a document signed by you and Digital Direct. No waiver of any breach of the Agreement shall be deemed a waiver of a future breach, whether of a similar or different nature, and no waiver shall be effective unless in writing signed by the waiving party.

16. File Management Library

Certain services, including digitaldirect.com and it’s related websites, may include a file management library allowing you to store and access certain marketing creative (e.g. your logos, email creative, images) and other documents (collectively, “Marketing Content”) for your internal use. Any such Marketing Content and art will remain your property; however, you give Digital Direct permission to host, store, and to allow access to your users. You are solely responsible for ensuring that you have all necessary rights and license to the Marketing Content and to use that Marketing Content in connection with the services. Digital Direct is not responsible for the actions you take with respect to your Marketing Content. You agree to not upload Marketing Content that, or otherwise use the services, to: (i) violate the intellectual property rights of any third party; (ii) engage in or promote illegal activity; or (iii) distribute viruses, worms, or other malware or malicious software. We reserve the right to delete or disable content alleged to violate the foregoing; however, Digital Direct has no obligation to monitor or review your Marketing Content. You acknowledge that any file management library is made available for your convenience and is not intended to be used as a data backup service or in connection with disaster recovery. You are responsible for maintaining independent copies of all Marketing Content, including backup copies. Marketing Content is subject to deletion upon termination.

December 2019