Digital Concierge Client Terms and Conditions

Please read these Terms carefully as they, together with your signed Digital Concierge Service Proposal (hereinafter “Service Agreement”) and any Change Orders constitute your entire agreement with Digital Concierge (hereinafter the “Agreement”).

For purposes of these Digital Concierge Client Terms and Conditions (“Terms”), “Digital Concierge”, “we” or “our” refers to Digital Concierge, and “Client,” “you” or “your” refers to your company.

  1. Online Advertising and Marketing Services

Digital Concierge offers a variety of services to improve a website’s online visibility. By engaging us, you agree to the Terms of Service set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us at info@digitalconcierge.us

Digital Concierge provides search engine marketing, optimization and associated services on a local, national and international basis. As such, we submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, Merchant Circle, OnStar, Craigslist, Kijiji, local online newspapers, Facebook, YouTube and other sites. The terms and conditions of these providers all apply. Digital Concierge will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.

  1. Advertising Material

Digital Concierge has the right to place information pertaining to your business on any of the publisher and search provider websites such as those listed above and you authorize Digital Concierge to develop content based on information or material provided by you or your designees and collected by Digital Concierge including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, videos, and the like. Further, you represent that the material and information you provide to Digital Concierge is truthful, not misleading, and that you have the authority to represent this information to Digital Concierge. Additionally, if so contracted, you authorize Digital Concierge to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize Digital Concierge to utilize tracking phone numbers, and even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted. Domains purchased on your behalf will be released to you within thirty (30) days after service has been terminated.

  1. Unacceptable Practices

As Digital Concierge strives to offer the very best service, there are certain guidelines and policies that must govern Digital Concierge’ efforts and relationships with its clients.  Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of Digital Concierge’s services.  Such decisions are at the sole discretion of Digital Concierge.  Unacceptable practices include, but are not limited to:

  • Adult or pornographic material including, but not limited to, sexually explicit or suggestive material
  • Sexually oriented products or services (e.g. escort services), or other sexually oriented material
  • Nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes)
  • Lingerie websites
  • Offensive or otherwise distasteful material
  • Content or language that is harmful to minors in any way
  • Bulk emailing tools
  • Distribution of internet viruses or other harmful or destructive activities
  • Hacking and cracking
  • Scams or phishing for personal information
  • Solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at Digital Concierge’ discretion)
  • Illegal Gambling, gaming, lotteries, and like activities  Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy,  racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language
  • Defamatory, hateful or revenge content or language.
  • Aids to pass drug tests or aids to pass lie detector tests.
  • Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism,
  • Piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties
  • MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products
  • Reverse Funnel Systems
  • Cash Gifting
  • Illegal drugs or drug paraphernalia
  • Alcohol sales
  • Tobacco sales
  • Miracle cures
  • Fake documents
  • Fireworks, pyrotechnics, firearms, explosives or weapons.
  • Intentional or unintentional violations of any applicable local, state, national or international law.
  • Reselling of email accounts or hosting accounts to third parties.
  • Reselling of any Digital Concierge services including, but not limited to, design services, updates, and WTD to third parties without a written re-seller agreement.
  • Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email
  • Links to other sites that are in violation of Digital Concierge policies and guidelines
  • Other activities, whether lawful or unlawful, that Digital Concierge deems to be in poor taste or that reflect adversely on Digital Concierge or Digital Concierge’ other clients

Upon the contingency that Digital Concierge accepts a contract for services on this list, any and all work performed will be compensated regardless of approval by Google, Bing, Yahoo, or any other outside agency.

  1. Client Cooperation

Client shall make every effort to fully cooperate with Digital Concierge and provide such information as is reasonably required for Digital Concierge to effectively fulfill and perform the Services. 

Digital Concierge will need at least one point of contact assigned by you for regular communications. This person will be responsible for, but not limited to, gathering your company’s data, files, or other content required for Digital Concierge to perform its services; attending conference calls or meetings at key intervals with Digital Concierge; and coordinating internal communications with your team regarding the status of project(s). They will receive all communications from Digital Concierge.  

 

Client agrees to make its employees and representatives available to Digital Concierge according to the relevant areas of responsibility as needed for completing the Services set forth in The Digital Concierge Service Proposal.

 

If the Client cannot or otherwise fails to meet required deadlines or deliver to Digital Concierge the information necessary for Digital Concierge to perform the Services listed in the Digital Concierge Service Proposal, then Client shall not hold Digital Concierge liable for failure of execution of Services listed in the Digital Concierge Service Proposal.

  1. Fees

You agree to pay Digital Concierge monthly fees to cover the cost of a marketing services program up to an amount not to exceed what is stated in your most recent Digital Concierge Proposal. In addition, you agree to pay Digital Concierge monthly fees to cover ad-spend as well as the cost of placing and managing your online advertising. Digital Concierge may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time upon notifications. 

All monthly fees are due prior to services being performed. Marketing and advertising programs may be paused if payment has not been made by payment due date; re-initiation fees may apply. At 90 days past due without cancellation, any outstanding balance on the account is to be handed over to collection.

Digital Concierge has the right to charge incremental media markup fees on any media accounts up to 25% to cover the additional cost of placing media.

  1. Payment

The Client agrees to pay Digital Concierge compensation for the Services agreed upon between the Client and the Company as set out in this agreement and defined in the proposal. as applicable. Digital Concierge will charge the Client’s credit card on file for all monthly or annual fee-based services on or around the same day of each month, quarter or year preceding the month or year in which services are to be provided. New contracts that initiate service on any day other than the monthly or annual billing date, will be charged a prorated fee for the days preceding the client’s regular monthly or annual billing date. Marketing and advertising programs may be paused if payment has not been made by payment due date; re-initiation fees may apply.

  1. Term

The initial term for services will be for no less than (30) days. All agreements are auto-renewing at the then published service rates and will continue on a rolling month to month basis. Either party may cancel the program with a 30-day written notice to the other party.

Any termination of services, under any circumstances, will not release the Client from its financial obligations on projects opened by Digital Concierge at the Client’s request. Digital Concierge will be entitled to any commissions, fees and payments for services performed prior to the Client’s instructions to cancel and for advertising and materials placed or delivered thereafter if Digital Concierge is unable to halt such placement or delivery.

Client acknowledges and agrees that upon termination of this Agreement certain information regarding the Client that was posted on the Internet as part of our Services may continue to be available to the public on the Internet following termination of the Agreement. All provisions of this Agreement that by their purpose should survive termination of the Agreement including, without limitation, those set forth in the “Survival” section hereafter, shall survive.

 

  1. Performance Post Termination, Suspension or Pausing.

The Client acknowledges and agrees that the continual application of Digital Concierge Services is essential to successfully increasing results provided through the Services.

 

The Client further agrees that the termination, suspension or pausing of the Services may have an adverse effect on the performance of the Services and Client shall not hold Digital Concierge responsible or liable for any reduction in performance, loss or revenue or other damages resulting from the termination, suspension or pausing of the Services.

 

  1. Security And Release

In order to provide our Services, Digital Concierge may need to be given login or access credentials (“Digital Concierge Credentials”) to password protected services used by the Client including, but limited to, Client hosting services, cPanel, Social Media Accounts, Google Analytics, Google My Business and Google Adwords. Digital Concierge requests that the Client provide unique Digital Concierge Credentials before services commence.

 

Client hereby releases, to the maximum extent allowed by law, Digital Concierge, its officers, directors, employees, affiliates, and agents from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Digital Concierge access to, or a third party hacking or intrusion of Clients password protected services.

 

If you are a California resident, you waive 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.”

 

  1. Third Party Services

Client acknowledges and agrees that some of the Digital Concierge Services received from Digital Concierge may be provided by one or more third party service providers, third party platforms, vendors, contractors, website hosting services or affiliates (“Third Party Services”) selected by Digital Concierge in our sole and absolute discretion, including without limitation, Facebook, Google, Twitter, Instagram, Youtube, WordPress, LinkedIn, etc. 

 

You acknowledge and agree that your use of any Third Party Services as part of any Digital Concierge Services is in accordance with their respective Terms of Service, Terms and Conditions, Privacy Policy, agreements and licenses (“Third Party Terms”). Client agrees to abide by any such Third Party Terms and a failure to do so may result in the immediate termination of your Services provided by Digital Concierge. It is the Clients responsibility to check these Third Party Terms often as they are subject to change without notice.

 

CLIENT ACKNOWLEDGES AND AGREES THAT Digital Concierge DOES NOT CONTROL SUCH THIRD PARTY SERVICES AND IS THEREFORE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ISSUES OF ANY KIND RELATING TO THIRD PARTY ACCESS OR THIRD PARTY SERVICES. CLIENT FURTHER AGREES THAT IF A THIRD PARTY SERVICE CANNOT OR OTHERWISE FAILS TO COMMUNICATE WITH DIGITAL CONCIERGE, MEET REQUIRED DEADLINES OR DELIVER TO DIGITAL CONCIERGE THE INFORMATION NECESSARY FOR DIGITAL CONCIERGE TO PERFORM THE SERVICES LISTED IN THE DIGITAL CONCIERGE SERVICE PROPOSAL STATEMENT OF WORK, THEN CLIENT SHALL NOT HOLD DIGITAL CONCIERGE LIABLE FOR FAILURE OF EXECUTION OF SERVICES LISTED IN THE DIGITAL CONCIERGE SERVICE PROPOSAL STATEMENT OF WORK. CLIENT FURTHER AGREES THAT DIGITAL CONCIERGE IS NOT RESPONSIBLE FOR CHANGES CLIENT MAKES TO THE THIRD PARTY SERVICES WITHOUT DIGITAL CONCIERGE APPROVAL OR AUTHORIZATION. CLIENT AGREES TO INDEMNIFY DIGITAL CONCIERGE FOR ANY DAMAGES THAT MAY RESULT FROM CLIENTS USE OF OR UNAUTHORIZED CHANGES TO ANY THIRD PARTY SERVICES.

 

Third Party Services will have the right to collect, extract, compile and analyze data and information resulting from or relating to the use or operation of the Third Party Services. Client agrees that the data collected by Digital Concierge or any Third Party Service may be used by that party for any lawful business purpose subject to the then current privacy policy applicable to the services.

 

Digital Concierge reserves the right, in its sole and absolute discretion, to terminate, suspend, cancel or alter your Third Party Access at any time and without notice to you.

  1. Representations and Warranties; License and Grant of Rights

You represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.

  1. Indemnification

Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trade mark, patent, invention or any other non-disclosure rights of any third party. You indemnify and hold harmless Digital Concierge against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trade mark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to Digital Concierge resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.

 

  1. No Guarantees

You acknowledge and agree that Digital Concierge makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on your behalf, including placement of paid search advertising or any specific results. Digital Concierge does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. Digital Concierge does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.

  1. Digital Concierge Proprietary Property

Digital Concierge shall have no duty or obligation to disclose to the Client, or any third party, any material, services, processes, methods, plans, concepts, software or any other property, of any nature or kind, that Digital Concierge, in its sole discretion, deems to be proprietary to Digital Concierge. The Client acknowledges and consents to this right. Any resource acquisitions (“Resources”) made by Digital Concierge including, but not limited to, tools and websites, are the property of Digital Concierge and use of these Resources for the benefit of the Client does not transfer ownership of these Resources to the Client.

 

  1. Confidentiality

“Confidential Information” means information about Digital Concierge’s business, products, suppliers, third party providers, technologies, strategies, financial information, operations or activities that is proprietary and confidential, including without limitation any Digital Concierge digital brochure or “Deck”, and all business, promotional, marketing, financial, technical and other information disclosed by Digital Concierge.

 

Client agrees that it shall not disclose any Digital Concierge digital brochure or “Deck” through any Social Media or other internet outlet, nor disclose any other Confidential Information or the contents of this Agreement to any third party (other than its employees and professionals who have a need to know and agree to this restriction) without Digital Concierge’s prior written consent.

 

Confidential Information will not include information that you can establish is in or enters the public domain without breach of these confidentiality obligations.

 

  1. Modification

Digital Concierge reserves the right to change or modify these Terms at any time and in its sole and absolute discretion, with or without notice, by posting the amended Terms on our website at digitalconcierge.us/client-terms-and-conditions/. Unless otherwise specified, any changes or modifications will be effective immediately upon posting on the website and your continued use of Digital Concierge’s services after such time will constitute your acceptance of such changes or modifications.

  1. Disclaimer of Warranties

To the maximum extent permitted by applicable law, Digital Concierge and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to Digital Concierge services.

  1. Limitation of Liability 

IN NO EVENT SHALL WE BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF OUR SERVICES; OR (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.

OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED $100.

CERTAIN STATE OR JURISDICTIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

 

  1. Force Majeure

Neither you nor Digital Concierge will be in breach of its obligations under these Terms and Conditions of Service (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to U.S. or foreign governmental actions or regulation; acts of God or of the public enemy; fire or other causality; inability to obtain materials or services; default of subcontractors or suppliers; failures or default of third party software, vendors, or products; technical failure or difficulties; strikes; problems or interruptions of the internet; or any other cause not within the reasonable control of either party.

 

  1. Arbitration

Except for claims for emergency equitable or injunctive relief which cannot be timely addressed through arbitration, the parties hereby agree to submit any claim or dispute arising out of the terms of this Agreement to private and confidential arbitration by a single neutral arbitrator through Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The JAMS Streamlined Arbitration Rules & Procedures in effect at the time of the claim or dispute is arbitrated will govern the procedure for the arbitration proceedings between the parties, except as expressly set forth herein. The arbitration will take place in Stockton, California. The arbitrator in this matter will not have the power to modify any of the provisions of this Agreement. The decision of the arbitrator will be final and binding on all parties to this Agreement, and judgment thereon may be entered in any court having jurisdiction. The party initiating the arbitration will advance the arbitrator’s fee and all costs of services provided by the arbitrator and arbitration organization. However, all the costs of the arbitration proceeding or litigation to enforce this Agreement, including attorneys’ fees and costs, will be paid to the prevailing party as determined by the arbitrator or court. The parties hereby waive any right to a jury trial on any dispute or claim covered by this Agreement.

 

  1. Assignment

Digital Concierge may assign, delegate or subcontract any rights or obligations under this Terms and Conditions of Service.

  1. Severability

In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.

 

  1. Waiver

Neither party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.

 

  1. Survival

Any obligation of the parties relating to the following provisions shall survive termination or expiration of this Agreement: service fees, billing, payment, intellectual property rights, license, term, termination, disclaimer of warranties, limitation of liability, indemnification, confidentiality, choice of law and venue, limitation of actions and disputes.

  1. Entire Agreement

These Terms and Conditions of Service represent the parties’ entire agreement with regard to Digital Concierge’ provision of services. Agreement with these terms and conditions is upon payment for and/or engagement of Digital Concierge’s services, and it will be binding upon you and your successors. No other representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. This Agreement may be amended only by a written agreement signed by both parties.

  1. Authority

You certify that you are lawfully authorized to purchase services on behalf of your company.

  1. Effective Upon Execution

Terms and Conditions are binding on both parties on the date first payment is made.