Terms of Service
These Terms of Service apply to services provided by The Digital Downtown LLC (“DD” or “We”) and the party that is signatory to a proposal from Digital Downtown (“You” or “Client").
SERVICES. We will provide you with the services described in the attached Proposal (“Services”). The Proposal, together with these Terms of Service, is the Agreement between you and DD.
TERM. For recurring monthly Services, the initial term will be specified in the Proposal. If not otherwise specified in the Proposal, the initial term for recurring monthly Services will be six months. At the end of the initial term, the Agreement for recurring monthly Services will renew automatically for additional renewal terms of equal length unless either party provides written notice to the other that it is not renewing. The notice must be provided not less than 30 days prior to the expiration of the then current term.
PRICING, INVOICING AND PAYMENT. Pricing for the Services is described in the Proposal. We may increase the price of any Service during a renewal term. Prices do not include sales tax or other similar taxes we are required by law to pay. These taxes, if required, will be identified and billed separately on the invoice. You will pay all amounts promptly upon receipt of the invoice, without setoff, deduction or withholding. Amounts overdue by more than 30 days will accrue interest at 10% per month or the maximum rate permitted under applicable law, whichever is less. You will be responsible for and reimburse us for any costs, including reasonable attorney’s fees, relating to our collection of overdue payment.
CONFIDENTIALITY. You and DD may share Confidential Information with each other. During and after the term of this Agreement, neither party will disclose the other party’s Confidential Information it has received to third parties or use Confidential Information for any purposes other than the provision of Services and fulfilling this Agreement. “Confidential Information” includes proprietary items such as the terms of this Agreement and the Proposal, pricing, customer lists, sales and marketing plans, trade secrets, processes, formulas and know-how. It does not include information that: (1) is developed independently by the receiving party; (2) already was known to the receiving party without an obligation to keep it confidential; or (3) is or becomes publicly available outside of this Agreement.
YOUR RESPONSIBILITY FOR PASSWORDS. If the Proposal includes providing tools for you to update content or access tools or reports, you will be solely responsible for the maintenance and protection of any passwords you create or use to do so.
YOUR RESPONSIBILITY FOR CONTENT YOU PROVIDE. We may utilize content that you provide in providing Services or provide you tools to maintain and update content. Content you provide may include text, photos, videos, music or other artistic content or personal data or information of individuals or businesses you wish to contact through the Services. Where you provide content, you represent and warrant that you have obtained the rights required to provide the content, to use, distribute and publish the content and to contact the individuals as part of the Services. You will indemnify and hold harmless us and our employees and members and affiliates, from and against all damages, losses and expenses, including attorney’s fees, arising from any claims that the content you provide infringes the rights of any third party.
OWNERSHIP OF CONTENT. All content that you provide us that we use to provide Services will remain owned by you or the parties from whom you license it. During the term of this Agreement, you grant us a personal, non-exclusive, non-transferable license to use, reproduce, sublicense and distribute the content as necessary for us to provide you the Services. Content that we create in providing Services other than content you provided will be owned by us or the parties from whom we license it. During the term of this Agreement we grant you a personal, non-exclusive, non-transferable license to use and display the content as part of the Services.
OUR WARRANTY, THIRD PARTY SERVICES AND LIABILITY. We warrant to you during the term that the Services, and any deliverables included in the Services, will be provided and will perform in accordance with the Proposal. Where we are using content, platforms, hosting services or other similar services of third parties to provide the Services, we will pass through to you the warranties or service levels we receive from those third parties. We will not be responsible for the failure in performance or service levels of third-party service providers. We may substitute providers or services from time to time, provided that functionality and the service levels you receive will continue be substantially similar to those described in the Proposal. In the event Services do not perform in accordance with this warranty, we will, at our option, and as a sole and exclusive remedy: (1) reperform the Services to make them conforming; (2) provide a credit for future Services of similar scope or duration as the non-conforming Services; or (3) refund the portion of fees received relating to the non-conforming Services. EXCEPT AS PROVIDED IN THIS PARAGRAPH, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. OUR LIABILITY FOR ANY DAMAGES FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED TO THE AMOUNT OF FEES RECEIVED BY US FROM YOU DURING THE ONE-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO THE CLAIMS. WE WILL HAVE NO LIABILITY FOR LOST REVENUES, LOST PROFITS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
MISCELLANEOUS. These Terms of Services, together with the Proposal, constitutes the entire Agreement between you and us regarding the Services. It supersedes all prior written and oral communications regarding the provision of Services. Except as provided in these Terms of Service, if there is a conflict between the Proposal and these Terms of Service, the Terms of Service will control. This Agreement can be amended only by a written amendment signed by both parties. This Agreement will be governed by the laws of the State of New Jersey, without regards to any conflicts of laws principles.
Terms of Service 09-19