Digital 55 

P.O., Box 350426 

Toledo, OH 43635 

AGREEMENT BETWEEN YOU AND DIGITAL 55 

The Digital 55 suite of products includes OnLetterhead, 1Point Messaging  Platform and other communications tools. In this Terms of Service  document, they will be referred to as the Digital 55 Solutions. 

PRIVACY AND PROTECTION OF PERSONAL INFORMATION 

See the Privacy Statement at digital-55.com/privacy-policy for  disclosures relating to the collection and use of your personal  information. 

MEMBER ACCOUNT, PASSWORD, AND SECURITY 

In order to open an OnLetterhead Solutions account, you must  complete the registration process by providing us with current,  complete, and accurate information as prompted by the applicable  registration form. You then will choose a username and password. You  are entirely responsible for maintaining the confidentiality of your  account and password. Furthermore, you are entirely responsible for  any and all activities that occur under your account. You agree to notify  Digital 55 immediately of any unauthorized use of your account or any  other breach of security. Digital 55 will not be liable for any loss that you  may incur as a result of someone else using your password or account,  either with or without your knowledge. However, you could be held liable  for losses incurred by Digital 55 or another party due to someone else 

using your account or password. You may not use anyone else’s  account at any time, without the permission of the account holder. 

MODIFICATION OF THESE TERMS OF USE 

Digital 55 reserves the right to change the terms, conditions, and  notices under which the Digital 55 Site/Services/Solutions are offered,  including, but not limited to, the charges associated with the use of the  Digital 55 Site/Services/Solutions. You are responsible for regularly  reviewing these terms and conditions and additional terms posted on  particular websites. Your continued use of the Digital 55  Site/Services/Solutions constitutes your agreement to all such terms,  conditions, and notices. 

LINKS TO THIRD PARTY SITES 

The Digital 55 Site/Services/Solutions may contain images of and links  to third party Web sites (“Linked Sites”). The Linked Sites are not under  the control of Digital 55 and Digital 55 is not responsible for the contents  of any Linked Site, including without limitation any link contained in a  Linked Site, or any changes or updates to a Linked Site. Digital 55 is not  responsible for webcasting or any other form of transmission received  from any Linked Site nor is Digital 55 responsible if the Linked Site is not  working appropriately. Digital 55 is providing these links to you only as a  convenience, and the inclusion of any link does not imply endorsement  by Digital 55 of the site or any association with its operators. You are  responsible for viewing and abiding by the privacy statements and  terms of use posted at the Linked Sites. 

Any dealings with third parties (including advertisers) included within  the Digital 55 Site/Services/Solutions or participation in promotions,  including the delivery of and the payment for goods and services, and  any other terms, conditions, warranties or representations associated  with such dealings or promotions, are solely between you and the 

advertiser or other third party. Digital 55 shall not be responsible or  liable for any part of any such dealings or promotions. 

NO UNLAWFUL OR PROHIBITED USE 

As a condition of your use of the Digital 55 Site/Services/Solutions, you  will not use the Digital 55 Site/Services/Solutions for any purpose that is  unlawful or prohibited by these terms, conditions, and notices. You may  not use the Digital 55 Site/Services/Solutions in any manner that could  damage, disable, overburden, or impair any Digital 55  

Site/Services/Solutions (or the network(s) connected to any Digital 55  Site/Services/Solutions) or interfere with any other party’s use and  enjoyment of any Digital 55 Site/Services/Solutions. You may not  attempt to gain unauthorized access to any Digital 55s  Site/Services/Solutions, other accounts, computer systems or networks  connected to any Digital 55 Site/Services/Solutions, through hacking,  password mining or any other means. You may not obtain or attempt to  obtain any materials or information through any means not  intentionally made available through the Digital 55  

Site/Services/Solutions. 

USE OF SERVICES 

The Digital 55 Site/Services/Solutions may contain email services, file  storage, and/or other message or communication facilities designed to  enable you to communicate with others (collectively, “Communication  Services”). You agree to use the Communication Services only to post,  send, and receive messages and material that are proper and, when  applicable, related to the particular Communication Service. By way of  example, and not as a limitation, you agree that when using a  Communication Service, you will not: 

Use the Communication Service in connection with surveys, contests,  pyramid schemes, chain letters, junk email, spamming, or any 

duplicative or unsolicited messages (commercial or otherwise);  Defame, abuse, harass, stalk, threaten, or otherwise violate the legal  rights (such as rights of privacy and publicity) of others; Publish, post,  upload, distribute, or disseminate any inappropriate, profane,  defamatory, obscene, indecent, or unlawful topic, name, material, or  information; Publish, post, upload, distribute, or disseminate any topic,  name, material or information that incites discrimination, hate, or  violence towards one person or a group because of their belonging to a  race, a religion, or a nation, or that insults the victims of crimes against  humanity by contesting the existence of those crimes; Upload, or  otherwise make available, files that contain images, photographs,  software, or other material protected by intellectual property laws,  including, by way of example, and not as limitation, copyright or  trademark laws (or by rights of privacy or publicity) unless you own or  control the rights thereto or have received all necessary consents to do  the same; Use any material or information, including images or  photographs, which is made available through the Digital 55  Site/Services in any manner that infringes any copyright, trademark,  patent, trade secret, or other proprietary right of any party; Upload files  that contain viruses, Trojan horses, worms, time bombs, cancelbots,  corrupted files, or any other similar software or programs that may  damage the operation of another’s computer or property of another.  Use meta tag searches on the web sites; Download any file posted by  another user of a Communication Service that you know, or reasonably  should know, cannot be legally distributed in such manner; Falsify or  delete any author attributions, legal or other proper notices, or  proprietary designations or labels of the origin or source of software, or  other material contained in a file that is uploaded; Restrict or inhibit any  other user from using and enjoying the Email Client; Violate any code of  conduct or other guidelines which may be applicable for any particular  Communication Service; Harvest or otherwise collect information about  others, including email addresses; Violate any applicable laws or  regulations; Create a false identity for the purpose of misleading others; 

Use, download or otherwise copy, or provide (whether or not for a fee)  to a person or entity, any directory of users of an Digital 55 Site/Services  or other user or usage information or any portion thereof. Digital 55  reserves the right at all times to disclose any information as Digital 55  deems necessary to satisfy any applicable law, regulation, legal  process or governmental request, or to edit, refuse to post or to remove  any information or materials, in whole or in part, at Digital 55 sole  discretion. 

Always use caution when giving out any personally identifiable  information about yourself or your children in any Digital 55 Service.  Digital 55 does not control or endorse the content, messages, or  information found in the Digital 55 Service and, therefore, Digital 55  specifically disclaims any liability with regard to the Communication  Services and any actions resulting from your participation in any  Communication Service. 

Materials uploaded to a Digital 55 Service may be subject to posted  limitations on usage, reproduction, and/or dissemination; you are  responsible for adhering to such limitations if you download the  materials. 

MATERIALS PROVIDED TO DIGITAL 55 

By providing materials to Digital 55, you warrant and represent that you  own or otherwise control all of the rights to your Submission as  described in these Terms of Use including, without limitation, all the  rights necessary for you to provide, post, upload, input, or submit the  Submissions. You further allow Digital 55 and/or other divisions of the  parent company, permission to use such materials or materials created  for you in conjunction with any marketing, public relations and/or sales  efforts. Designs/logos/names may be used in brochures, online  presentations, sales materials, and/or be used as an example email to  prospects of the Digital 55 system. By consenting to the Terms of 

Service, you are providing Digital 55 with permission to utilize these  materials. If you do not want your materials to be used in this manner,  please contact us in writing at the address stated above. 

SOFTWARE AND CONTENT AVAILABLE THROUGH THE DIGITAL 55  SITE/SERVICES 

All content and software (if any) that is made available to view and/or  download in connection with the Digital 55 Site/Services/Solutions,  excluding content and/or software that may be made available by end  users through a Communication Service (“Software”), is owned by and  is the copyrighted work of Digital 55 and/or its suppliers and is  protected by copyright laws and international treaty provisions. Your  use of the Software is governed by the terms of the end-user license  agreement, if any, which accompanies or is included with the Software  (“License Agreement”). You may not install or use any Software that is  accompanied by or includes a License Agreement unless you first  agree to the License Agreement terms. 

For any Software not accompanied by a license agreement, Digital 55  hereby grants to you, the user, a revocable personal, non-transferable  license to use the Software for viewing and otherwise using the  particular Digital 55 Site/Service/Solutions in accordance with these  Terms of Use, and for no other purpose provided that you keep intact all  copyright and other proprietary notices. Any reproduction or  redistribution of the content and/or Software is expressly prohibited by  law and may result in severe civil and criminal penalties. Violators will  be prosecuted to the maximum extent possible. WITHOUT LIMITING THE  FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE  TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR  REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the  Software, and any accompanying documentation and/or technical  information, is subject to applicable export control laws and regulations  of the United States of America & Canada. You agree not to export or 

re-export the Software, directly or indirectly, to any countries that are  subject to United States of America & Canada export restrictions. 

Digital 55 hosting services include subscription services and licenses  held by Digital 55 on behalf of our clients. If the client decides to move  their hosting off Digital 55’s hosting platform, those subscriptions and  licenses are not transferable and will be pulled prior to Digital 55  transferring the website files. The preparation and transfer of client files  may result in hourly fees. The retrieval of Google Analytics connected to  any website transfer will be the responsibility of the client and their new  hosting company.  

ABANDONED OR DORMANT PROJECTS 

Digital 55’s project proposals, once signed, become binding contracts.  Projects are considered abandoned or dormant when a request for  content is made two (2) times in a 30-day period, and that content is  not provided. Should client project be deemed abandoned or dormant  by Digital 55 it is then subject to a requote or reactivation fee, to be  determined by Digital 55. Reactivation fees start at $1000, and  deposit/payments on abandoned and/or dormant projects are  nonrefundable.  

Client caused project delays of two (2) weeks or more, including but not  limited to, waiting for content, approval, edits, etc., may result in a  monthly fee for any work and hosting on a development site. Failure to  pay any fees charged will subject client project to the ABANDONED OR  DORMANT clause. 

LIABILITY DISCLAIMER 

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR  AVAILABLE THROUGH THE DIGITAL 55 SITE/SERVICES/SOLUTIONS MAY  INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE  PERIODICALLY MADE TO THE DIGITAL 55 SITE/SERVICES/SOLUTIONS AND TO 

THE INFORMATION THEREIN. DIGITAL 55 AND/OR ITS RESPECTIVE SUPPLIERS  MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE DIGITAL 55  SITE/SERVICES AT ANY TIME. ADVICE RECEIVED VIA THE DIGITAL 55  SITE/SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL,  LEGAL, OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN  APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR  SITUATION. DIGITAL 55 AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO  REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY,  TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND  ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND  RELATED GRAPHICS CONTAINED WITHIN THE DIGITAL 55 SITE/SERVICES FOR  ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES,  AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF  ANY KIND. DIGITAL 55 AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM  ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION,  SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL  IMPLIED WARRANTIES AND CONDITIONS OF SALEABILITY, FITNESS FOR A  PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON INFRINGEMENT. YOU SPECIFICALLY AGREE THAT DIGITAL 55 SHALL NOT BE  RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR  TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR  NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH A  DIGITAL 55 SITE/SERVICE. YOU SPECIFICALLY AGREE THAT DIGITAL 55 IS NOT  RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE,  OFFENSIVE, OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY, OR  ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL  PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT DIGITAL 55 IS NOT  RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN A  DIGITAL 55 SITE/SERVICE BY ANY THIRD PARTY. IN NO EVENT SHALL DIGITAL 55 AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE,  INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES  WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF  USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH 

THE USE OR PERFORMANCE OF THE DIGITAL 55 SITE/SERVICES, THE DELAY  OR INABILITY TO USE THE DIGITAL 55 SITE/SERVICES OR RELATED SERVICES,  THE PROVISION OF OR FAILURE TO PROVIDE SERVICES OR ANY  INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS  OBTAINED THROUGH THE DIGITAL 55 SITE/SERVICES/ONLETTERHEAD  SOLUTIONS; OR OTHERWISE ARISING OUT OF THE USE OF THE DIGITAL 55  SITE/SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT  LIABILITY OR OTHERWISE, EVEN IF DIGITAL 55 OR ANY OF ITS SUPPLIERS HAS  BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME  STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF  LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE  LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY  PORTION OF THE DIGITAL 55 SITE/SERVICES, OR WITH ANY OF THESE TERMS  OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE  DIGITAL 55 SITE/SERVICES. 

STORAGE SPACE AND OTHER LIMITATIONS 

You agree that Digital 55 may establish limits concerning use of any  Digital 55 Service offered on an Digital 55 Web site, including without  limitation the maximum number of days that email messages will be  

retained by any Digital 55 Service, the maximum number of email  messages that may be sent from or received by an account on any  Digital 55 Service, the maximum size of an email message that may be  sent from or received by an account on any Digital 55 Service, the  maximum disk space that will be allotted on Digital 55 servers on your  behalf, and the maximum number of times and duration you may  access any Digital 55 Service in a given period of time. 

You agree that Digital 55 has no responsibility or liability for the deletion,  corruption, or failure to store any messages or other content  maintained or transmitted by any Digital 55 Service.

DIGITAL 55 MAKES NO WARRANTY THAT ANY DIGITAL 55 SERVICE WILL BE  UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. 

NO SPAM; DAMAGES 

Digital 55 will immediately terminate any account which it believes, in  its sole discretion, is transmitting or is otherwise connected with any  spam or other unsolicited bulk email. In addition, because damages are  often difficult to quantify, if actual damages cannot be reasonably  calculated then you agree to pay Digital 55 liquidated damages of $5  for each piece of spam or unsolicited bulk email transmitted from or  otherwise connected with your account, otherwise you agree to pay  Digital 55 actual damages, to the extent such actual damages can be  reasonably calculated. 

GENERAL 

This agreement is governed by the laws of the State of Ohio, USA. You  hereby irrevocably consent to the exclusive jurisdiction and venue of  courts in Ohio, USA in all disputes arising out of or relating to the use of  the Digital 55 Site/Services/Solutions. You agree that no joint venture,  partnership, employment, or agency relationship exists between you  and Digital 55 as a result of this agreement or use of the Digital 55  Site/Services/Solutions. You agree to indemnify and hold Digital 55, its  parents, subsidiaries, affiliates, officers, and employees, harmless from  any claim, demand, or damage, including reasonable attorneys’ fees,  asserted by any third party due to or arising out of your use of or  conduct on the Digital 55 Site/Services. Digital 55 reserves the right to  disclose any personal information about you or your use of the Digital 55 Site/Services, including its contents, without your prior permission if  Digital 55 has a good-faith belief that such action is necessary to: (1)  conform to legal requirements or comply with legal process; (2) protect  and defend the rights or property of Digital 55 or its affiliated  companies; (3) enforce the terms or use; or (4) act to protect the 

interests of its members or others. Digital 55 performance of this  agreement is subject to existing laws and legal process, and nothing  contained in this agreement is in derogation of Digital 55 right to  comply with governmental, court, and law enforcement requests or  requirements relating to your use of the Digital 55  

Site/Services/Solutions or information provided to or gathered by Digital 55 with respect to such use. If any part of this agreement is determined  to be invalid or unenforceable pursuant to applicable law, including, but  not limited to, the warranty disclaimers and liability limitations set forth  

above, then the invalid or unenforceable provision will be deemed  superseded by a valid, enforceable provision that most closely matches  the intent of the original provision and the remainder of the agreement  shall continue in effect. Unless otherwise specified herein, this  agreement constitutes the entire agreement between the user and  Digital 55 with respect to the Digital 55 Site/Services/Solutions and it  supersedes all prior or contemporaneous communications and  proposals, whether electronic, oral or written, between the user and  Digital 55 with respect to the Digital 55 Site/Services. A printed version of  this agreement and of any notice given in electronic form shall be  admissible in judicial or administrative proceedings based upon or  relating to this agreement to the same extent and subject to the same  conditions as other business documents and records originally  generated and maintained in printed form. 

COPYRIGHT AND TRADEMARK NOTICES: 

All contents of the Digital 55 Web sites are: Copyright © 2022 Digital 55  LLC. and/or its suppliers, P.O. Box 350426, Toledo, Ohio 43635. All rights  reserved. 

TRADEMARKS. 

Digital 55 and/or other Digital 55 products such as OnLetterhead and  services referenced herein may also be either trademarks or registered 

trademarks of Digital 55 in USA/Canada and/or other countries. The  names of actual companies and products mentioned herein may be  the trademarks of their respective owners. 

DIGITAL 55 BILLING 

Charges on your Billing Account 

Digital 55 bills you through an online account (your “Billing Account”) for  services and items obtained under this Agreement (the “Products”). You  agree to pay Digital 55 all charges at the prices then in effect for any  Products ordered by you or other persons (including your agents) using  your Billing Account, and you authorize Digital 55 to charge your chosen  payment method (your “Payment Method”) for such Products. You  agree and understand that some of the Products are subscription base  and require termination based on terms and such non-termination  provides Digital 55 a reasonable basis to provide and charge you for the Products based on the terms of the original agreement. You agree  to make payment using that selected Payment Method. Charges on  your Billing Account will be summarized for you online (your “Online  Statement”). You will have one Online Statement per Billing Account.  Digital 55 reserves the right to correct any errors or mistakes that it  makes even if it has already requested or received payment. 

YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION  FOR YOUR BILLING ACCOUNT IN ORDER TO RECEIVE THE PRODUCTS  ORDERED. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR  BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A  CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD  EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY DIGITAL 55 IF YOUR  PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU  BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE  UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD.  IF YOU FAIL TO PROVIDE DIGITAL 55 ANY OF THE FOREGOING INFORMATION, 

YOU AGREE THAT DIGITAL 55 MAY CONTINUE CHARGING YOU FOR ANY  SERVICE/PRODUCT PROVIDED UNDER YOUR BILLING ACCOUNT UNLESS YOU  HAVE TERMINATED YOUR SUBSCRIPTION FOR SUCH SERVICE/PRODUCT  (CONFIRMED IN WRITING UPON REQUEST). 

Currency exchange settlements will be based on your Payment Method  and may be determined by agreements between you and the financial  institution, credit card issuer or other provider of your chosen Payment  Method (the “Payment Method Provider”). If Digital 55 does not receive  payment from your Payment Method Provider, you agree to pay all  amounts due on your Billing Account upon demand. 

Prices for all Products exclude all applicable taxes and  telecommunication charges, unless expressly stated otherwise. To the  extent permissible by law, you agree to be responsible for any  applicable taxes and telecommunication charges, whether or not such  amounts are itemized on your Online Statement or charged to your  Billing Account or Payment Method. 

Any agreement you have with the Payment Method Provider will govern  your use of your Payment Method. You agree that Digital 55 may  accumulate charges incurred and submit them as one or more  aggregate charges during or at the end of each billing cycle. 

DIGITAL 55 MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT  FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE  (CONFIRMED IN WRITING UPON REQUEST) THAT YOU HAVE TERMINATED  THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH  NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE DIGITAL 55  REASONABLY COULD ACT. 

Your non-termination or continued use of the Products/Services on your  Billing Account reaffirms that Digital 55 is authorized to charge your  Payment Method. Digital 55 may submit those charges for payment,

and you will be responsible for such charges. Those submissions will not  waive Digital 55’s right to seek payment directly from you. Your charges  may be payable in advance, in arrears, per usage, or as otherwise  described when you initially ordered the applicable Product or service. 

Refund Policies 

Subject to any withdrawal right you may have under applicable law,  charges are non-refundable unless the price-plan terms expressly say  otherwise. Except as otherwise required by law, the costs of any returns  if permitted will be at your expense. DESIGN WORK IS NOT REFUNDABLE  UNDER ANY CIRCUMSTANCES. 

Due Date: Late Charge; Collection Costs 

The amount due to Digital 55 for your Billing Account must be paid in  full by your Payment Method Provider on the date such payment is  requested by Digital 55, not later than 30 days after the billing date; you  are not entitled to carry forward a balance. You agree to pay late  charges that may be assessed by Digital 55 on amounts due but not  timely paid. The late charge will be 1.5% per month (or 18% per annum)  on the total amount due but not paid; but, if such rate is in excess of  any allowable rate under applicable laws, then you will instead be  charged the maximum rate that is permitted by law. Digital 55 reserves  the right to refer your Billing Account to a third party for collection in the  event of default. You agree to pay all costs incurred in the enforcement  of this Agreement and in collection of any delinquent amounts due,  including reasonable attorneys’ fees and costs. 

Default 

If Digital 55 does not receive payment for any charge to your Billing  Account, you will be in default and Digital 55 may suspend or cancel  your Billing Account and your access to any or all Digital 55 Products. If  your Payment Method Provider seeks return of payments previously

made to Digital 55, but Digital 55 in good faith believes that you are  liable for the charge and applicable law allows the Payment Method  Provider to seek payment from you, you will also be in default and  Digital 55 may cancel your Billing Account and your access to any or all  Products. CANCELLATION OR SUSPENSION FOR DEFAULT MAY BE MADE  WITHOUT PRIOR NOTICE TO YOU AND UPON SUCH CANCELLATION OR  SUSPENSION, DIGITAL 55 MAY STOP DELIVERY OF ANY PRODUCT, AND ANY  INFORMATION YOU HAVE STORED ON A DIGITAL 55 SERVICE MAY NOT BE  RETRIEVED AT A LATER DATE. 

Termination, Cancellation, or Suspension 

Digital 55 may, in its discretion, terminate, cancel, or suspend an  accepted order if Digital 55 is notified that your Payment Method has  expired or has been canceled, or if Digital 55 has reason to believe that  any Billing Account information provided to Digital 55 is untrue,  inaccurate, not current, or incomplete. Termination, cancellation, or  suspension, whether by you or Digital 55, will not alter your obligation to  pay all charges made to your Billing Account before such termination,  cancellation, or suspension (including charges made after termination  by you but before Digital 55 could reasonably act on your termination  notice). You will not be entitled to any refunds upon termination,  cancellation, or suspension unless the applicable agreement expressly  so provides. See the Digital 55 Cancellation Policy for more details. 

General 

You represent and warrant that: (1) you are at least 18 years of age or  the age required or allowed under applicable law for making a legal  and binding contract; (2) all information that you submit is true and  accurate (including without limitation information relating to your  Payment Method); and (3) you are an individual (or in the case of an  entity, an agent of the entity) authorized to use the designated Payment  Method. You agree to pay for all charges (including charges by other 

persons) and to comply with your responsibilities and obligations as  stated in this Agreement. If you are an agent of an entity user, you  represent and warrant that you are duly authorized to legally bind the  entity to all terms and conditions of this Agreement and that you have  made the entity aware of them. You agree not to assign, transfer, or  sublicense any rights in your Billing Account. Digital 55 may: (1)  generate print copies of its electronic records and introduce them in  evidence as original documents; and (2) prove your agreement or  consent in any manner, including, without limitation, by showing that a  procedure existed by which you must have provided consent or  engaged in conduct to obtain the applicable Products. 

CONSUMER DISCLOSURES AND CONSENTS FOR ELECTRONIC INFORMATION Disclosure to Receive All Information in Electronic Form 

ALL INFORMATION THAT DIGITAL 55 IS REQUIRED BY LAW TO SEND TO YOU  REGARDING THE SUBSCRIPTIONS, SERVICES, AND OTHER ITEMS PROVIDED  TO YOU UNDER THIS AGREEMENT, INCLUDING ANY BILLING AND PAYMENT  INFORMATION (COLLECTIVELY REFERRED TO AS “REQUIRED INFORMATION”),  AND ANY OTHER INFORMATION PROVIDED TO YOU FROM DIGITAL 55, WILL  BE PROVIDED TO YOU IN ELECTRONIC FORM ONLY. DIGITAL 55 WILL PROVIDE  ALL REQUIRED INFORMATION TO YOU IN ELECTRONIC FORM EITHER: (1) VIA  EMAIL AT THE EMAIL ADDRESS YOU SPECIFY DURING YOUR SIGN-UP FOR  SUBSCRIPTIONS, SERVICES, OR OTHER ITEMS UNDER THIS AGREEMENT; (2)  BY ACCESS TO AN DIGITAL 55 WEB SITE THAT WILL BE DESIGNATED IN AN  EMAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS AVAILABLE;  OR (3) TO THE EXTENT PERMISSIBLE BY LAW, BY ACCESS TO AN DIGITAL 55  WEB SITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH  PURPOSE. 

Consent to Receive All Information in Electronic Form

YOU AGREE THAT BY ACCEPTING THE TERMS IN THIS AGREEMENT, YOU  CONSENT TO RECEIVE REQUIRED INFORMATION, AND ANY OTHER  INFORMATION PROVIDED TO YOU FROM DIGITAL 55, SOLELY BY ELECTRONIC  COMMUNICATION. YOU ALSO CONFIRM THAT YOUR COMPUTER SATISFIES  THE HARDWARE AND SOFTWARE REQUIREMENTS STATED ABOVE FOR  RECEIVING, ACCESSING, DISPLAYING, PRINTING, AND STORING COPIES OF  SUCH REQUIRED INFORMATION, AND YOU CONFIRM THAT YOU HAVE  PROVIDED DIGITAL 55 A CURRENT EMAIL ADDRESS FOR RECEIVING REQUIRED  INFORMATION. 

Hardware and Software Requirements 

In order to receive Required Information electronically from Digital 55,  you must have an email address and submit it to Digital 55 upon sign up for any subscription, service, or other item provided under this  Agreement. Your computer also must have either Google Chrome,  Microsoft Edge, Safari, or Mozilla Firefox 80 (or newer) and an email  software program capable of sending and receiving email from Digital 55 via the Internet. You must be running Windows as an operating  system. To utilize the OnLetterhead Outlook plugin you must have:  Windows 7/10, Microsoft Outlook 2010, 2013, 2016, 365 (Desktop), or 2019,  and an Outlook compatible email address configured in Outlook. To  utilize the CRM, you must use Google Chrome or Microsoft Edge. Finally,  your computer must be capable of receiving, accessing, displaying,  and either printing or storing Required Information received in  electronic form from Digital 55 via an email or by access to a Digital 55  Web site using one of the browsers specified above. 

Changes to Hardware and Software Requirements 

In the event that there are any changes to the hardware and software  requirements listed above that are likely to have a significant impact on  your ability to receive, access, display, store, and print Required  Information that Digital 55 sends to you in electronic form, Digital 55 will 

notify you of these changes. In such case, you will be required to  reconfirm your agreement to receive, and your ability to access, such  Required Information in electronic form in order to avoid any disruption  in the subscriptions, services, or other items provided to you under this  Agreement. You may, however, always choose to withdraw your  consent to receive Required Information in electronic form according to  the instructions set forth without the imposition of any fees, but Digital 55 may terminate your Billing Account and any subscriptions, services,  or other items provided to you if you do so. 

Know It All disclaimer and unsubscribe 

This site is being monitored by Digital 55 and contracting partners using  one or more third-party monitoring software(s), and may capture  information about your visit that will help us improve the quality of our  service. You may control the data being collected from your visit by  visiting www.Digital-55.com/KnowItAllInfo through a universal  consumer options page located at http://unsub.digital 55.com/T/unsub.html 

© 2022 Digital 55. All rights reserved. 

Updated 5/20/2022

The following is the cancellation and refund policy for Digital 55’s Digital Services (*): 

• All projects begin with a complete analysis, discovery, and creation of a  scope of work proposal document. This process ensures that both parties  completely understand the work requirements thus lessening the  

likelihood for cancellations, reversals, and/or disputes in projects.  

• We do not issue refunds for digital services once the order is confirmed  and the project moves into the planning phase. A refund is not possible for  work already completed.  
• Once mock-ups (if required) are approved and/or development begins neither whole nor partial reimbursements will be given. 
• SEO and digital marketing service packages are non-refundable.  However, the client may cancel such services with a 30 day-written notice.  If the client is under contract, they may be subject to a cancellation fee.  
• No refunds are offered on deposits or payments for abandoned or  dormant projects. The cut-off time for abandoned or dormant projects is  30 days. Digital 55 will contact you two (2) times in that 30-day period to  request content. If content is not provided within that 30-day period, your  account will be considered dormant or abandoned and subject to a  reactivation fee.  
• If a project is terminated on a mutual basis, the client will be given control  of the completed work once they have paid for said work. In this case,  any payment for further development will become void and no previous  payment or deposit will be refunded. 
• Should the client choose to terminate hosting services with Digital 55, the website files will be transferred in accordance with the terms outlined in section 5.3 of our MSA and SOFTWARE AND CONTENT AVAILABLE  THROUGH THE DIGITAL 55 SITE/SERVICES section of our Terms of  Service, once the account/contract terms are paid in full. 
• During the first 30 days of service, you may cancel your account at any  time excluding individual websites and packages. Note that refunds will  not be given for work done during this period.  

Digital Products (**) Digital 55 honors refund requests for non-tangible (digital)  products under the following exceptional circumstances:

• “Non-delivery of the electronic product” – download issues due to  Digital 55 server problems, software compatibility issues, issues originated  from client’s email service provider, or unzipping difficulties. Claims for  non-delivery must be submitted within 7 days from the date of purchase. A  digital product is considered received and downloaded if no claim was  submitted. 
• Digital Product “not as described” – such issues must be reported  within 7 days from the date of purchase. Detailed, clear evidence must be  provided with proof that the purchased and delivered digital product is “not  as described” by Digital 55. All objections based purely on the customer’s  false anticipations or desires do not meet the requirements for refunds.  
• Major or Critical Defects – Digital 55 tests every digital product before  release. However, unforeseen defects can arise from time to time.  Claims for such errors must be submitted within 7 days from the date of  initial access. Digital 55 reserves the right to correct such errors within 3  business days. If no satisfactory remedy is supplied, then the customer is  entitled to a full refund of the purchase the following business day.  
• Software Compatibility – Digital 55 will not offer refunds for materials  that do not work because of software incompatibility issues. 

* Digital Services include SEO and digital marketing packages, WordPress Security  Management, Industry Trend Research, Web Consultancy, Website Design and  Revamp, Search Engine Optimization (SEO), Online Operations, Full Service Email  Marketing, Content Creation, Social Media Services including any consulting, Market  Insights, Strategic Planning, Web Analytics, and Marketing Strategies. 

** Digital Products include blog posts, text and video tutorials, webinars, downloadable  software, email marketing blast tools, SMS blasts, website themes, logos, PDFs,  downloadable links, photos, web graphics, and templates.  

Digital 55 reserves the right to revise the terms of this policy at any time.  Updated 5/24/2022

Digital 55, LLC.
P.O., Box 350426
Toledo, OH 43635

AGREEMENT BETWEEN YOU AND DIGITAL 55

IMPORTANT-READ CAREFULLY: This Terms of Service / Master Services Agreement (this “MSA”, “Terms of Service”) is binding and enforceable between you (“CUSTOMER”) and Digital 55, LLC (“Digital 55”, “Digital 55Mail”, ‘OnLetterhead’, “OnMarketer”) These Terms of Service / MSA govern your access to and use of Digital 55’s website (the “Site”), any information, text, graphics, or other materials created and/or provided by Digital-55 and appearing on the Site (the “Content”), Products (as defined below), Platform (as defined below) and any services and/or software provided through the Site or by Digital 55 (the “Services”). These Terms of Service / MSA limit Digital 55’s liability and obligations to you, grant Digital 55 certain rights and allow Digital 55 to change, suspend or terminate your access to and use of the Site, Content, Files and Services. Your access to and use of the Site, Content, Files and/or Services are expressly conditioned on your compliance with these Terms of Service / MSA. By accessing or using the Site, Content, Files and/or Services you agree to be bound by these Terms of Service / MSA.

YOU UNDERSTAND THAT BY SIGNING OR CLICKING THE “I AGREE” BUTTON, BY USING THE SITE, CONTENT, FILES AND/OR SERVICES OR YOUR ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE / MSA. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE / MSA IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, CONTENT, FILES OR SERVICES. You are specifically agreeing to a limit of our obligations and liability as referenced in the following Sections: Us of Site at Your Own Risk, Digital 55 is Available “AS IS” and Limitation of Liability. Further, you are specifically agreeing to arbitration, on an individual basis, in the event of a dispute between us in the following Section: Controlling Law, Arbitration, Class Action Waiver and Jurisdiction. If you agree to these Terms of Service / MSA on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service / MSA and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.

This MSA includes the General Terms and Conditions set forth on the following pages and all terms and conditions set forth in all Product Addenda specific to the Products purchased as part of Your subscription. The parties’ complete agreement with respect to the subject matter set forth in the Proposals, or Online Subscription executed by the parties during the Term includes this MSA (including all applicable Product Addenda) and all such Proposals or Online Subscription, all of which shall be hereinafter referenced as the “Agreement”. You expressly agree that the terms and conditions of this MSA shall govern all Products and Services provided to You during the Term and are a material part of Digital 55’s agreement to provide such Products and Services, whether or not the same is made express at the time of provision.

Digital 55 hereby agrees to make the Products and/or Services described in each Addendum or subscription hereto available to You, and You agree to purchase such Products and/or Services from Digital 55, subject to the terms and conditions of the Agreement.

This MSA was last updated on October 1, 2020. It is effective between You and Digital 55 as of the date of You accepting this MSA.

GENERAL TERMS AND CONDITIONS

DEFINITIONS The following Definitions are used throughout the “Terms of Service” / “Master Services Agreement” document.
“Affiliate” shall mean, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” (or variants of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract or otherwise.

“Applicable Law” shall mean any international, federal, state, or local statute, regulation, or ordinance, expressly including without limitation those relating to individual privacy or the distribution of email and other one-to-one digital messages.

“Confidential Information” shall have the meaning set forth in Section 6.

“Data” shall mean all data and other information uploaded by Customer to the Platform or to a Product.

“Malicious Code” shall mean viruses, worms, time bombs, Trojan horses and other harmful or destructive code, files, scripts, agents, or programs.

“Subscription” a paid license to use Digital 55 Product for a defined period of time, typically 1 month.

“Proposal” shall mean the proposal documents for Customer’s purchases of Products or Services from Digital 55 that are executed by the parties from time to time, which shall be governed by the terms of this MSA.

“Platform” shall mean Digital 55’s cross-channel interactive marketing platform.

“Product” shall mean a specific feature (e.g., Email, Mobile, SMS, MMS, Data Encryption, Data Transmission, Data Access, Data Storage, Social, Sites, Micro Sites or Personal URLs (“PURLS”)) purchased as part of Customer’s subscription to the Platform.

“Services” shall mean the implementation, integration, consulting, and/or similar services described in a Statement of Work or Subscription and provided by Digital 55 employees and subcontractors in support of Customer’s use of the Platform or a Product.

“Start Date” shall mean the date on which Digital 55 shall make the Platform, or a Product, available to Customer as set forth in an applicable Proposal or Subscription.

“Statement of Work” or “SOW” shall mean the document describing the scope and schedule of Services, if any, to be performed by Digital 55 for Customer. An SOW may be a stand-alone document or incorporated into a Proposal or Subscription and shall be governed by the terms of this MSA.

“Subscription Term” shall mean the subscription period set forth on an applicable Proposal. “Term” shall have the meaning set forth in Section 10.1.

ORDERS BY CUSTOMER AFFILIATES. This MSA enables Customer, on behalf of itself or one or more of its Affiliates, and/or any of its Affiliates, on their own behalf, to execute Proposals or SOWs with Digital 55 under the terms hereof. Each Proposal and/or SOW executed by a Customer Affiliate constitutes an independent contract between Digital 55 and the Customer Affiliate executing the Proposal and/or SOW (a “Participating Affiliate”). Customer agrees that execution of an Proposal or SOW by a Participating Affiliate shall represent such Participating Affiliate’s independent acceptance of, and agreement to be bound by, the terms and conditions of this MSA.
USE OF THE PLATFORM
3.1 Digital 55 Responsibilities. Digital 55 shall: (a) make the Platform available to Customer in a manner that is consistent with generally accepted industry standards; (b) use commercially reasonable efforts to ensure that the Platform performs in material compliance with any documentation or user guides provided to Customer; (c) provide standard support to Customer at no additional charge and (d) use commercially reasonable efforts to make the Platform available 24 hours a day, seven days a week, except for: (i) planned downtime (for which Digital 55 shall make good faith efforts to give at least five business days’ notice and which Digital 55 shall schedule to the extent reasonably practicable during the weekend hours from 10:00 p.m. ET Friday to 4:00 a.m. ET Saturday); or (ii) any unavailability caused by a Force Majeure Event.

3.2 Customer Responsibilities. Customer is responsible for all activities that occur in Customer’s account(s). Customer shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data; (b) prevent unauthorized access to, or use of, the Platform, and notify Digital 55 promptly of any such unauthorized access or use of which Customer or any of its Affiliates become aware; (c) ensure that a user login is only used by one person (a single login shared by multiple persons is not permitted); (d) maintain the security of its users’ account names and passwords; and (e) comply with Applicable Law with respect to Data and when using the Platform.

3.3 Use Guidelines. Customer shall not, and shall not permit any third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party except as permitted by this MSA; (b) send via, upload to, or store within the Platform any Malicious Code; (c) interfere with or disrupt the integrity or performance of the Platform or any parties’ or third party’s data contained therein; or (d) attempt to gain unauthorized access to the Platform or its related systems or networks.

FEES & PAYMENT
4.1 Fees & Expenses. Customer shall be obligated to pay all fees specified in all Proposals and/or SOWs and/or Subscriptions executed under this MSA. Customer shall reimburse Digital 55 for all reasonable, pre-approved travel and out-of-pocket expenses incurred in connection with Digital 55’s performance of Services. Digital 55 reserves the right to terminate and/or modify the terms of use of your Account at any time without notice.

Digital 55 may automatically bill your credit card each month or year on the calendar day corresponding to the commencement of your paid account. You acknowledge that the amount billed each month or year may vary for reasons that include changes due to promotional offers or changes in your account. You authorize us to charge your credit card or banking account for such varying amounts. You further authorize us to charge your credit card or bank account, at our sole discretion, for any additional product(s) or service(s) you request or consume while using the Platform, Product or Service at the time they are performed (in the case of Services) or consumed or enabled (in the case of Products). Digital 55 may also periodically authorize your credit card in anticipation of account or related charges. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

In the event of any change in fees and charges, we will give you 30 days advance notice of these changes by email. If you want to use a different credit card or if there is a change in your credit card validity or expiration date, you may edit your information by accessing your account or by contacting us directly. If your credit card reaches its expiration date and you have not updated your billing information Digital 55 reserves the right to restrict access to or terminate your account until such time as the billing information has been updated and all pending invoices are settled. Your continued use of the Digital 55 Product constitutes your authorization for us to continue billing that credit card and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated.

4.2 Overdue Payments. Customer’s failure to timely pay any fees and expenses that are not the subject of a good faith dispute of which Customer notifies Digital 55 in a detailed writing (“Undisputed Fees”) shall constitute a material breach of the Agreement. If any amounts for which Customer is responsible are overdue, then Digital 55 may provide Customer with written or electronic notice of the same (a “Late Notice”). If Customer fails to pay all overdue amounts within 10 business days after Customer’s receipt of the Late Notice, then Digital 55 may, in addition to any of its other rights or remedies, suspend access to the Platform and/or Products and/or its provision of Services until all overdue amounts are paid in full. If Customer fails to pay all overdue amounts within 30 days after Customer’s receipt of the Late Notice, then Digital 55: (a) may terminate the Agreement, including all outstanding Proposals and SOWs; (b) shall be entitled to recover from Customer (i) interest on all overdue amounts at the lower of a rate of 1.5% per month or the maximum rate permitted by law (“Interest”); and (ii) all fees and costs (including reasonable attorneys’ fees, court costs and collection agency fees) incurred in seeking collection of such overdue amounts (“Collection Costs”).

4.3 Taxes. Unless otherwise stated, Digital 55’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Digital 55’s net income or property. If Digital 55 has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Digital 55 with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4 Canceling Your Account. Your Digital 55 paid account will continue in effect and will auto renew unless and until you cancel your paid account, or we terminate it. You must cancel your paid account before it renews each month or year in order to avoid billing of the next month’s or year’s fees to your credit card. Digital 55 paid accounts are prepaid and are non-refundable. Digital 55 DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS. Except as specifically set forth herein or on the Site, there are no refunds for any fees paid. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT.

During the first 30 days of service, you may cancel your account at any time excluding individual websites and packages.  Note that refunds will not be given for work done during this period.  After the first 30 days of service, Digital 55 requires a 30-day written notice for account cancellation. At the time of cancellation your account will be billed for any and all existing and/or outstanding Product(s) and Service(s).  You will be billed for any Product(s) or Service(s) consumed during the 30-day cancellation period.

Digital 55 will bill the monthly or yearly fees associated with your paid accounts to the credit card you provide to us during registration (or to a different credit card if you change your account information).

By signing up for a Digital 55 paid accounts and providing Digital 55 with your payment account information, you hereby agree to these payment terms and conditions.

PROPRIETARY RIGHTS
5.1 Restrictions. Customer shall not, and shall not permit any third party to: (a) modify, copy or create derivative works based on the Platform or Products; (b) frame or mirror any content forming part of the Platform or Products, other than on Customer’s own intranets or otherwise for its own internal business purposes; (c) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Platform or Products; or (d) access the Platform or Products in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Platform or Products.

5.2 Digital 55’s Intellectual Property. Digital 55 reserves all rights, title, and interest in and to the Platform, the Products, and the Services, including all related patent, copyright, trademark, and other intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. In addition, Digital 55 shall own all rights, title, and interest, including all intellectual property rights, in and to any improvements to the Platform or Products, including without limitation those relating to any new programs, upgrades, modifications, refinements, feedback, comments or enhancements (collectively, “Improvements”) developed by or for Digital 55 in connection with providing the Platform or Products to Customer, even when such Improvements result from Customer’s request. To the extent, if any, that ownership in such Improvements does not automatically vest in Digital 55 by virtue of the Agreement or otherwise, Customer hereby transfers and assigns to Digital 55 all rights, title, and interest that Customer may have in and to such Improvements.

5.3 Customer’s Intellectual Property. As between Digital 55 and Customer, Customer exclusively owns all rights, title, and interest in all customer Data. In exchange for a reduced cost(s) or free offering to use products, Customer will allow Digital 55 the right to utilize all data. In addition, all content created by, or by Digital 55 for, Customer during performance of the Services, including without limitation email templates, newsletters, distribution lists, links,  images (excluding stock images), graphs and photos (the “Work Product”), shall be the sole and exclusive property of Customer. Digital 55 agrees that it will not use the same Work Product created for Customer under this Agreement for another Digital 55 customer; provided, however, that nothing in the preceding sentence shall be interpreted to preclude Digital 55 from using the same functionality, format, code, design, concepts, workflows, integrations or other ideas represented in the Work Product. Further, Digital 55 shall be allowed to utilize “meta-data” resulting from customer sends (specifically including “hard” and “soft” bounce data), feedback loops and reporting metrics, to optimize deliverability for Customer and for other Digital 55 Customers. For all other deliverables described in a Statement of Work which are not deemed Work Product, Digital 55 hereby grants Customer a limited, nonexclusive, nontransferable, revocable license to use such other deliverables during an applicable Subscription Term.

5.4 Publicity; Trademarks. Neither party may issue press releases or any other public announcement of any kind relating to the Agreement without the other party’s prior written consent. Notwithstanding the foregoing, during an applicable Subscription Term, either party may include the names, trademarks and other logos of the other party (collectively the “Marks”) in lists (including on its website) of customers or vendors in accordance with the other party’s standard usage guidelines relating to its Marks. In addition, Digital 55 may use the Customer’s Marks in connection with its authorized provision of the Platform and solely to the extent Customer has uploaded or incorporated such Marks into the form of communication to be delivered, and has initiated the distribution of the same, through its use of the Platform. Except as set forth herein, neither party may use the Marks of the other party without its prior written consent.

CONFIDENTIALITY
6.1 Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that (a) if disclosed orally is designated as confidential at the time of disclosure, (b) if disclosed in writing is marked as “Confidential” and/or “Proprietary”, or (c) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, without limitation, the terms and conditions of the Agreement (including pricing and other terms reflected in all Proposals and SOWs), the Data, business and marketing plans, technology and technical information, financial information, business strategies, practices, procedures, methodologies, know-how, product designs, and business processes. Confidential Information (except for Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party by the Receiving Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; or (iv) is rightfully received from a third party not known by the Receiving Party to be subject to an obligation owed to the Disclosing Party.

6.2 Confidentiality. The Receiving Party shall use practices consistent with generally accepted industry standards to protect the security of Confidential Information it receives from the Disclosing Party and to prevent the disclosure or use any such Confidential Information for any purpose other than to fulfill the purpose of the Agreement. Notwithstanding the foregoing: (a) the Receiving Party may disclose such Confidential Information to its employees and that prior to disclosure it will cause such employees and contractors to agree to be bound by terms and conditions of confidentiality substantially similar to those in this MSA; and (b) each party may disclose the existence and terms of the Agreement: (i) in confidence, to a potential purchaser of or successor to any portion of such party’s business; (ii) to its attorneys, accountants and other advisors having a need to know the same; and (iii) if necessary to enforce its rights under the Agreement, provided that the Receiving Party uses reasonable efforts to limit such disclosure and to obtain confidential treatment of, or a protective order governing, the terms of the Agreement.

6.3 Compelled Disclosure. If the Receiving Party is requested to, or subject to a legal obligation to, disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with notice of the same as early as reasonably practical (if legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

6.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek immediate injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate. Customer acknowledges that Digital 55 is unable to guarantee absolute security of Data or Confidential Information and that Digital 55 has no liability to Customer for any unauthorized access or use of such Data or Information by a third party, or the corruption, deletion, destruction or loss of any such Data or Information, unless Digital 55’s security practices are below generally accepted industry standards.

6.5 Survival. Notwithstanding the expiration or termination of this MSA for any reason, the obligations of confidentiality and non-use set forth in this Section shall extend for a period of five years after such expiration or termination, except with respect to either party’s trade secrets or to audit reports and findings belonging to Digital 55’s third party datacenters, all of which shall be held in confidence indefinitely.

WARRANTIES & DISCLAIMERS
7.1 Mutual Warranties. Each party represents and warrants that: it has the legal power to enter into the Agreement; the signatory hereto has the authority to bind the applicable organization; and when executed and delivered, the Agreement will constitute the legal, valid, and binding obligation of each party, enforceable in accordance with its terms.

7.2 Digital 55 Warranties. Digital 55 represents and warrants that: (a) the functionality of the Platform will not be materially decreased during the Term; (b) it will utilize software and other security means designed to prevent the Platform from containing or transmitting Malicious Code; (c) it owns or otherwise has sufficient rights in the Platform and Products to grant to Customer the rights to use the Platform and Products granted herein; and (d) the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

7.3 Customer Warranties. Customer represents and warrants that: (a) the Data does not and will not infringe on any copyright, patent, trade secret or other proprietary right held by any third party and was not and will not be gathered or used by Customer in a manner that violates Applicable Law; (b) it will not use the Platform or any Product in a manner that violates Applicable Law; and (c) it will not upload to or send through the Platform or any Product any social security numbers, passport numbers, financial account numbers, or credit card information (as contemplated by the Payment Card Industry Data Security Standards), post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another’s rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability, send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services. Any violations under this section may result in account termination for cause as expressly allowed in Section 10.3 of this Agreement.

7.4 Digital Millennium Copyright Act Compliance. Customer represents and warrants that: You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Digital 55 has adopted and implemented a policy that permits the deletion of files that violate this policy, and that permits the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Any violations under this section may result in account termination for cause as expressly allowed in Section 10.3 of this Agreement.

7.5 Canadian Anti-Spam Legislation (CASL). Customer acknowledges it is their obligation to conform to CASL regulations. To that end, customer agrees explicitly to abide by all provisions of the Canadian Law relative to email including its obligations to (a) Email only to individuals in Canada who have strictly opted-in to receive communications (Email, SMS, or otherwise) from Customer; (b) Retain specific and detailed records associated with that Customer opt-in including Opt-In Time, Opt-In Date, Opt-In Type, Opt-In Method, Opt-In Source, Proof of direct relationship of the opt-in; (c) Promptly honor requests for opt-in information and promptly honor opt-out (unsubscribe) requests; (d) Reconfirm the direct relationship with the client via opt-in every 12 months. Any violations under this section may result in account termination for cause as expressly allowed in Section 10.3 of this Agreement.

Further, in addition to the Indemnification provision in Section 8 below, Customer further acknowledges that it is solely responsible for conforming to CASL regulations and accordingly indemnifies Digital 55 against any breach of CASL that may be caused by Customer’s use of the Digital 55 platform, including but not limited to the payment of any fines.

7.6 Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, Digital 55 EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, PLATFORM AND PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Digital 55 DOES NOT WARRANT THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY RECEIVING THE SERVICES OR USING THE PLATFORM OR ANY PRODUCT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE PLATFORM OR ANY PRODUCT, NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY Digital 55.

INDEMNIFICATION
8.1 By Digital 55. Digital 55 shall defend, indemnify and hold Customer, its Affiliates, and their respective officers, directors, agents and employees, harmless against any loss, damage or costs (including reasonable attorneys’ fees) (“Losses”) incurred in connection with any claim, demand, suit or proceeding (“Claim”) made or brought against Customer by a third party relating to: (a) Digital 55’s violation of Applicable Law in (i) providing the Services or (ii) making the Platform and/or Products available to Customer; (b) negligent acts or omissions of Digital 55 resulting in a breach of the confidentiality obligations set forth in Section 6; and/or (c) Customer’s use of the Platform or any Product in a manner permitted by the Agreement that infringes the intellectual property rights of such third party; provided, however, that Digital 55 shall have no such indemnification obligation if the Claim relates (i) to a third-party Product made available through the Platform or (ii) to use of the Platform or an Digital 55 Product in combination with Data, Marks, software, data products, processes, or materials not provided by Digital 55 and the infringement would not have occurred but for the combination.

8.2 By Customer. Customer shall defend, indemnify, and hold Digital 55, its Affiliates, and their respective officers, directors, agents and employees, harmless against any Loss incurred in connection with any Claim made or brought against Digital 55 by a third party alleging that: (a) Customer has used the Platform or any Product in a way that violates Applicable Law or the Agreement; and (b) Data, and/or any materials provided to Digital 55 necessary to perform the Services, infringe upon or violate the intellectual property, privacy, or other rights of a third party.

8.3 Procedure. As an express condition to the indemnifying party’s obligation under this Section 8, the party seeking indemnification must: (a) promptly notify the indemnifying party in writing of the applicable Claim for which indemnification is sought; provided, however, that any delay in notification shall not relieve the indemnifying party of its obligations hereunder except to the extent that the delay materially impairs its ability to defend the applicable Claim or perform its indemnification obligations hereunder; and (b) provide the indemnifying party with all non-monetary assistance, information and authority reasonably required for the indemnifying party to defend and settle such Claim. The indemnifying party may select counsel of its choice to defend the Claim and direct the course of any litigation or other disputed proceedings concerning the Claim. The indemnified party may select its own counsel and direct its own defense of a Claim if it chooses to do so, but it must bear the costs of its own counsel and any activities in any disputed proceeding conducted by counsel of its choosing. The indemnifying party may settle any Claim, with the consent of the indemnified party, such consent not to be unreasonably withheld, conditioned, or delayed.

LIABILITY LIMITATIONS
9.1 LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE SUMS PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL CUSTOMER’S LIABILITY TO Digital 55 BE LESS THAN THE SUM OF ALL OUTSTANDING FEES AND EXPENSES OWED BY CUSTOMER OR ANY CUSTOMER AFFILIATE PLUS ALL INTEREST AND COLLECTION COSTS ASSOCIATED THEREWITH. NOTWITHSTANDING THE FOREGOING, CUSTOMER’S EXCLUSIVE REMEDY, AND Digital 55’S ENTIRE LIABILITY, FOR ANY BREACH OF THE WARRANTIES IN SECTION 7.2(D) IS LIMITED TO RE-PERFORMANCE OF THE SERVICES. IF Digital 55 IS UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED WITHIN 30 DAYS OF RECEIPT OF WRITTEN NOTICE OF BREACH, CUSTOMER SHALL BE ENTITLED TO RECOVER THE FEES PAID TO Digital 55 FOR THE DEFICIENT SERVICES.

9.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO LOST PROFITS AND LOSS OF GOODWILL), WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM & TERMINATION
10.1 Term of MSA. This MSA commences on the Effective Date and continues until the termination or expiration of all Subscription Terms specified in all Proposals and/or of the terms specified in all SOWs (the “Term”).

10.2 Term of Subscriptions. Subscriptions to the Platform or a Product commence on the Start Date and continue for the Subscription Term specified in the applicable Proposal or Subscription. Unless otherwise set forth in an Proposal or Subscription, subscriptions shall automatically renew for additional periods of one year for the fees set forth in the applicable Proposal or Subscription unless either party gives the other notice of non-renewal at least 30 days prior to the end of the then-current Subscription Term.

10.3 Termination; Surviving Provisions. Digital 55 may, at our sole discretion, terminate your account or your access to your account or use of the Site or the Product(s), disable your account or disable access to the Site or the Product(s), remove all or a portion of your contacts and content, cancel or suspend any of your events, or put your account on inactive status, in each case at any time, with or without cause, with or without notice and without refund.

We shall have no liability to you or any third party because of such termination or action, except that we will refund a pro rata portion of any prepaid amounts if we terminate you without cause.

After termination, you shall process all unsubscribe requests within 30 days of your last email campaign. Upon request within 30 days of your termination, we will provide the list of unsubscribe requests from your account to you. Under the CAN-SPAM Act and Canada’s Anti-Spam Legislation, you acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests following termination of your account and this Agreement.

If your account is classified (at our sole discretion) as inactive for over 120 days, we have the right to permanently delete any of your contacts and content.
10.4 Surviving Provisions. Section 1 and Sections 4 through 11 shall survive any termination or expiration of this Agreement, regardless of the cause of termination.

GENERAL PROVISIONS
11.1 Relationship of the Parties; Third Party Beneficiaries. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Unless otherwise provided in an Addendum, there are no third-party beneficiaries to the Agreement.

11.2 Force Majeure. Neither party is responsible for delays or failures to perform its responsibilities under the Agreement due to causes beyond its reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, tornadoes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems, Malicious Code, denial of service attacks, and inability to obtain energy (each a “Force Majeure Event”); provided, however, that it will resume performance as soon as reasonably practicable.

11.3 Notices. Any notice, request, approval or written consent required under the Agreement shall be sufficiently given if in writing and delivered in person or mailed (certified or registered mail, return receipt requested) by one party to the other at the address set forth on the first page hereof or to such other address as the recipient may subsequently furnish in writing to the sender. Notices to Digital 55 shall be addressed to the attention of its General Counsel. Notices to Customer shall be addressed to Customer’s signatory of this MSA unless otherwise designated in writing. Notice shall be effective upon receipt.

11.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.5 Severability. Any provision of the Agreement which is prohibited and unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without (a) invalidating the remaining provisions hereof if the essential provisions of the Agreement for each party remain valid, binding, and enforceable, or (b) affecting the validity or enforceability of such provisions in any other jurisdiction.

11.6 Assignment. Neither party may assign the Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all Proposals and SOWs), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to affect an assignment in breach of this Section shall be void. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.7 Governing Law; Venue; JURY TRIAL WAIVER. The Agreement, and all claims arising out of or relating to its subject matter, shall be exclusively governed by and construed under the internal laws of the State of Ohio, without regard to its conflicts of laws rules. Each party consents to the exclusive jurisdiction of the state and federal courts located in Lucas County, Ohio to adjudicate any claim arising out of or relating to the Agreement or its subject matter. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER.

11.8 Attorneys’ Fees. If either party hereto files a legal proceeding arising out of or relating to the Agreement or its subject matter, the prevailing party (as adjudged by a court or other fact finder) shall be entitled to an award of all costs and expenses incurred in connection with such proceeding, including but not limited to reasonable attorneys’ fees and expert witness fees.

11.9 Entire Agreement. The Agreement, as defined herein, constitutes the entire agreement between the parties with respect to the subject matter set forth in the Proposals and SOWs executed by the parties during the Term, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by both parties hereto. To the extent of any conflict or inconsistency between the provisions in the body of this MSA and any Addendum, Exhibit, Proposal, or SOW, the terms of this MSA shall prevail unless expressly stated otherwise in such Addendum, Exhibit, Proposal, or SOW. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Proposals and SOWs) shall be incorporated into or form any part of the Agreement, and all such terms or conditions shall be null and void. The language used in this MSA shall be deemed to be language chosen by both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted herein or to any term of condition of this MSA. In the event of any asserted ambiguous term or condition herein, the parties agree that the principle that ambiguities shall be construed against the drafter shall not be employed. Each party represents and warrants that, in deciding to execute the Agreement, it has not relied and should not rely on any understandings, representations, inducements, warranties or promises, whether written or oral and/or whether express or implied, regarding the Agreement, the matters referenced in the Agreement or any other matters not referenced in the Agreement. Each party represents and warrants that it did not enter the Agreement based on any representation or omission of any other party or its agents, and that any term not present in the Agreement was not material to its decision to enter into the Agreement.

11.10 Counterparts. This MSA may be executed in counterparts, which taken together shall form one legal instrument. Delivery of an executed counterpart signature page of this MSA by facsimile, email, or other electronic transmission shall be effective as delivery of a manually executed counterpart of this MSA.

Updated 5/27/2022

Your privacy is important to us, and maintaining your trust and confidence is one of our highest priorities.
We respect your right to keep your personal information confidential and understand your desire to avoid unwanted solicitations. OnLetterhead/Digital-55 feels it is your right to understand our Privacy Policy and why we disclose it to you. We hope that by taking a few minutes to read it, you will have a better understanding of what we do with the information you provide us and how we keep it private and secure.

A. Types of Information We Collect

We collect certain personal information about you – but only when that information is provided by you or is obtained by us with your authorization. We use that information establish accounts and process payments for our products and services.

Examples of sources from which we collect information include:

Interviews and phone calls with you,
Letters or e-mails from you, and
Forms you complete on our website.

B. Parties to Whom We Disclose Information

As a general rule, we do not disclose personal information about our clients or former clients to anyone.
We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request.
Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, or changes to this privacy policy.

Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number given on our website:

See what data we have about you, if any.
Change/correct any data we have about you.
Have us delete any data we have about you.
Express any concern you have about our use of your data.
Security
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.

Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way – please note that we can always exchange sensitive information verbally so no sensitive information about you or your account is done via the internet.. While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.

C. Updates

Our Privacy Policy may change from time to time and all updates will be posted on this page.

Thank you for allowing us to serve your marketing and communications needs. We value your business and are committed to protecting your privacy.

Please call us if you have any questions or if we can be of further service.

© 2022 Digital 55. All rights reserved.

Updated 5/24/2022

Effective Date: 1st July 2021.

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU  REPRESENT (hereinafter “You” or “Your”) AND Digital 55 LLC’s INUGO THE  SIMPLE AND EASY CRM (hereinafter “Inugo”) GOVERNING YOUR USE OF  INUGO THE SIMPLE AND EASY CRM SUITE OF ONLINE BUSINESS  PRODUCTIVITY AND COLLABORATION SOFTWARE.

Parts of this Agreement

This Agreement consists of the following terms and conditions (hereinafter the  “General Terms”) and terms and conditions, if any, specific to use of individual  Services (hereinafter the “Service Specific Terms”). The General Terms and  Service Specific Terms are collectively referred to as the “Terms”. In the event of  a conflict between the General Terms and Service Specific Terms, the Service  Specific Terms shall prevail.

Acceptance of the Terms 

You must be of legal age to enter into a binding agreement in order to accept the  Terms. If you do not agree to the General Terms, do not use any of our Services.  If you agree to the General Terms and do not agree to any Service Specific  Terms, do not use the corresponding Service. You can accept the Terms by your  acceptance of the terms via signed proposal or by actually using the Services.

Description of Service 

We provide an array of Services for online collaboration and management  including word processor, spreadsheet, presentation tool, database application  creator, email client, chat client, organizer, customer relationship management  application and project management application (“Service” or “Services”). You  may use the Services for your personal and business use or for internal business  purpose in the organization that you represent. You may connect to the Services  using any Internet browser supported by the Services. You are responsible for  obtaining access to the Internet and the equipment necessary to use the  Services. You can create and edit content with your user account and if you  choose to do so, you can publish and share such content.

Subscription to Beta Service 

We may offer certain Services as closed or open beta Services (“Beta Service” or  “Beta Services”) for the purpose of testing and evaluation. You agree that we  have the sole authority and discretion to determine the period of time for testing  and evaluation of Beta Services. We will be the sole judge of the success of such  testing and the decision, if any, to offer the Beta Services as commercial  Services. You will be under no obligation to acquire a subscription to use any  paid Service as a result of your subscription to any Beta Service. We reserve the  right to fully or partially discontinue, at any time and from time to time, temporarily  or permanently, any of the Beta Services with or without notice to you. You agree  that Inugo will not be liable to you or to any third party for any harm related to,  arising out of, or caused by the modification, suspension, or discontinuance of  any of the Beta Services for any reason.

Modification of Terms of Service 

We may modify the Terms upon notice to you at any time through a Service  announcement or by sending email to your primary email address. If we make  significant changes to the Terms that affect your rights, you will be provided with  at least 30 days advance notice of the changes by email to your primary email  address. You may terminate your use of the Services by providing Inugo notice  by email within 30 days of being notified of the availability of the modified Terms if  the Terms are modified in a manner that substantially affects your rights in  connection with use of the Services. In the event of such termination, you will be  entitled to prorated refund of the unused portion of any prepaid fees. Your  continued use of the Service after the effective date of any change to the Terms  will be deemed to be your agreement to the modified Terms.

User Sign up Obligations 

You need to sign up for a user account by providing all required information in  order to access or use the Services. If you represent an organization and wish to  use the Services for corporate internal use, we recommend that you, and all  other users from your organization, sign up for user accounts by providing your  corporate contact information. In particular, we recommend that you use your  corporate email address. You agree to: a) provide true, accurate, current and  complete information about yourself as prompted by the sign-up process; and b)  maintain and promptly update the information provided during sign up to keep it  true, accurate, current, and complete. If you provide any information that is  untrue, inaccurate, outdated, or incomplete, or if Inugo has reasonable grounds  to suspect that such information is untrue, inaccurate, outdated, or incomplete,

Inugo may terminate your user account and refuse current or future use of any or  all of the Services.

Organization Accounts and Administrators 

When you sign up for an account for your organization you may specify one or  more administrators. The administrators will have the right to configure the  Services based on your requirements and manage end users in your  organization account. If your organization account is created and configured on  your behalf by a third party, it is likely that such third party has assumed  administrator role for your organization. Make sure that you enter into a suitable  agreement with such third party specifying such party’s roles and restrictions as  an administrator of your organization account.

You are responsible for i) ensuring confidentiality of your organization account  password, ii) appointing competent individuals as administrators for managing  your organization account, and iii) ensuring that all activities that occur in  connection with your organization account comply with this Agreement. You  understand that Inugo is not responsible for account administration and internal  management of the Services for you.

You are responsible for taking necessary steps for ensuring that your  organization does not lose control of the administrator accounts. You may specify  a process to be followed for recovering control in the event of such loss of control  of the administrator accounts by sending an email to sales@digital-55.com,  provided that the process is acceptable to Inugo. In the absence of any specified  administrator account recovery process, Inugo may provide control of an  administrator account to an individual providing proof satisfactory to Inugo  demonstrating authorization to act on behalf of the organization. You agree not to  hold Inugo liable for the consequences of any action taken by Inugo in good faith  in this regard.

Personal Information and Privacy 

Personal information you provide to Inugo through the Service is governed  by Inugo (Digital 55) Privacy Policy. Your election to use the Service indicates  your acceptance of the terms of the Inugo (Digital 55) Privacy Policy. You are  responsible for maintaining confidentiality of your username, password and other  sensitive information. You are responsible for all activities that occur in your user  account and you agree to inform us immediately of any unauthorized use of your  user account by email to sales@digital-55.com or by calling us on any of the  numbers listed on https://digital-55.com/privacy-policy-2. We are not responsible

for any loss or damage to you or to any third party incurred as a result of any  unauthorized access and/or use of your user account, or otherwise. Communications from Inugo

The Service may include certain communications from Inugo, such as Service  announcements, administrative messages, and newsletters. You understand that  these communications shall be considered part of using the Services. As part of  our policy to provide you total privacy, we also provide you the option of opting  out from receiving newsletters from us. However, you will not be able to opt-out  from receiving Service announcements and administrative messages.

Complaints 

If we receive a complaint from any person against you with respect to your  activities as part of use of the Services, we will forward the complaint to the  primary email address of your user account. You must respond to the  complainant directly within 10 days of receiving the complaint forwarded by us  and copy Inugo in the communication. If you do not respond to the complainant  within 10 days from the date of our email to you, we may disclose your name and  contact information to the complainant for enabling the complainant to take legal  action against you. You understand that your failure to respond to the forwarded  complaint within the 10 days’ time limit will be construed as your consent to  disclosure of your name and contact information by Inugo to the complainant.

Fees and Payments 

The Services are available under subscription plans of various durations.  Payments for subscription plans of duration of less than a year can be made only  by Credit Card. Your subscription will be automatically renewed at the end of  each subscription period unless you downgrade your paid subscription plan to a  free plan or inform us that you do not wish to renew the subscription. At the time  of automatic renewal, the subscription fee will be charged to the Credit Card last  used by you. We provide you the option of changing the details if you would like  the payment for the renewal to be made through a different Credit Card. If you do  not wish to renew the subscription, you must inform us at least seven days prior  to the renewal date. If you have not downgraded to a free plan and if you have  not informed us that you do not wish to renew the subscription, you will be  presumed to have authorized Inugo to charge the subscription fee to the Credit  Card last used by you. Please check and know about our Cancellation Policy  https://digital-55.com/cancellation-policy.

From time to time, we may change the price of any Service or charge for use of  Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged  for using any Service unless you have opted for a paid subscription plan.

Restrictions on Use 

In addition to all other terms and conditions of this Agreement, you shall not: (i)  transfer the Services or otherwise make it available to any third party; (ii) provide  any Service based on the Services without prior written permission; (iii) use the  third party links to sites without agreeing to their website terms & conditions; (iv)  post links to third party sites or use their logo, company name, etc. without their  prior written permission; (v) publish any personal or confidential information  belonging to any person or entity without obtaining consent from such person or  entity; (vi) use the Services in any manner that could damage, disable,  overburden, impair or harm any server, network, computer system, resource of  Inugo; (vii) violate any applicable local, state, national or international law; and  (viii) create a false identity to mislead any person as to the identity or origin of  any communication.

Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through  the Services. You agree not to use the Services for illegal purposes or for the  transmission of material that is unlawful, defamatory, harassing, libelous, invasive  of another’s privacy, abusive, threatening, harmful, vulgar, pornographic,  obscene, or is otherwise objectionable, offends religious sentiments, promotes  racism, contains viruses or malicious code, or that which infringes or may infringe  intellectual property or other rights of another. You agree not to use the Services  for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or  unsolicited mass distribution of email. We reserve the right to terminate your  access to the Services if there are reasonable grounds to believe that you have  used the Services for any illegal or unauthorized activity.

Inactive User Accounts Policy 

We reserve the right to terminate unpaid user accounts that are inactive for a  continuous period of 120 days. In the event of such termination, all data  associated with such user account will be deleted. We will provide you prior  notice of such termination and option to back-up your data. The data deletion  policy may be implemented with respect to any or all of the Services. Each  Service will be considered an independent and separate Service for the purpose  of calculating the period of inactivity. In other words, activity in one of the  Services is not sufficient to keep your user account in another Service active. In

case of accounts with more than one user, if at least one of the users is active,  the account will not be considered inactive.

Data Ownership 

We respect your right to ownership of content created or stored by you. You own  the content created or stored by you as long as you are paying a subscription for  the Service. Should a user not be paying for the Service, the data created is  owned by Inugo. Unless specifically permitted by you, your use of the Services  does not grant Inugo the license to use, reproduce, adapt, modify, publish, or  distribute the content created by you or stored in your user account for Inugo’s  commercial, marketing or any similar purpose. But you grant Inugo permission to  access, copy, distribute, store, transmit, reformat, publicly display, and publicly  perform the content of your user account solely as required for the purpose of  providing the Services to you.

User Generated Content 

You may transmit or publish content created by you using any of the Services or  otherwise. However, you shall be solely responsible for such content and the  consequences of its transmission or publication. Any content made public will be  publicly accessible through the internet and may be crawled and indexed by  search engines. You are responsible for ensuring that you do not accidentally  make any private content publicly available. Any content that you may receive  from other users of the Services, is provided to you AS IS for your information  and personal use only and you agree not to use, copy, reproduce, distribute,  transmit, broadcast, display, sell, license or otherwise exploit such content for any  purpose, without the express written consent of the person who owns the rights  to such content. In the course of using any of the Services, if you come across  any content with copyright notice(s) or any copy protection feature(s), you agree  not to remove such copyright notice(s) or disable such copy protection feature(s)  as the case may be. By making any copyrighted/copyrightable content available  on any of the Services you affirm that you have the consent, authorization, or  permission, as the case may be from every person who may claim any rights in  such content to make such content available in such manner. Further, by making  any content available in the manner aforementioned, you expressly agree that  Inugo will have the right to block access to or remove such content made  available by you if Inugo receives complaints concerning any illegality or  infringement of third party rights in such content. By using any of the Services  and transmitting or publishing any content using such Service, you expressly  consent to determination of questions of illegality or infringement of third party  rights in such content by the agent designated by Inugo for this purpose.

For procedure relating to complaints of illegality or infringement of third party  rights in content transmitted or published using the Services.

If you wish to protest any blocking or removal of content by Inugo, you may do so  by emailing sales@digital-55.com.

Sample files and Applications 

Inugo may provide sample files and applications for the purpose of  demonstrating the possibility of using the Services effectively for specific  purposes. The information contained in any such sample files and applications  consists of random data. Inugo makes no warranty, either express or implied, as  to the accuracy, usefulness, completeness or reliability of the information or the  sample files and applications.

Trademark 

Inugo, or logos are trademarks of Digital 55, LLC. You agree not to display or  use, in any manner, the Inugo trademarks, without Inugo’s prior permission.

Disclaimer of Warranties 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE  SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN  AS-IS-AND-AS-AVAILABLE BASIS. INUGO EXPRESSLY DISCLAIMS ALL  WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,  INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INUGO  MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED,  TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL  DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES  SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE  SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM,  MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM  THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH  MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL,  OBTAINED BY YOU FROM INUGO, ITS EMPLOYEES OR REPRESENTATIVES  SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability 

YOU AGREE THAT INUGO SHALL, IN NO EVENT, BE LIABLE FOR ANY  CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER

LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS,  BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS  INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR  USE OF OR INABILITY TO USE THE SERVICE, EVEN IF INUGO HAS BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL  INUGO’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE,  WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU  TOWARDS SUCH SERVICE.

Indemnification 

You agree to indemnify and hold harmless Inugo, its officers, directors,  employees, suppliers, and affiliates, from and against any losses, damages, fines  and expenses (including attorney’s fees and costs) arising out of or relating to  any claims that you have used the Services in violation of another party’s rights,  in violation of any law, in violations of any provisions of the Terms, or any other  claim related to your use of the Services, except where such use is authorized by  Inugo.

Arbitration 

Any controversy or claim arising out of or relating to the Terms shall be settled by  binding arbitration in accordance with the commercial arbitration rules of the  American Arbitration Association. Any such controversy or claim shall be  arbitrated on an individual basis and shall not be consolidated in any arbitration  with any claim or controversy of any other party. The decision of the arbitrator  shall be final and unappealable. The arbitration shall be conducted in Ohio and  judgment on the arbitration award may be entered into any court having  jurisdiction thereof. Notwithstanding anything to the contrary, Inugo may at any  time seek injunctions or other forms of equitable relief from any court of  competent jurisdiction.

Suspension and Termination 

We may suspend your user account or temporarily disable access to whole or  part of any Service in the event of any suspected illegal activity, extended periods  of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made  to sales@digital-55.com within thirty days of being notified about the suspension.  We may terminate a suspended or disabled user account after thirty days. We  will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to  terminate your access to any Beta Service in case of unexpected technical  issues or discontinuation of the Beta Service. You have the right to terminate  your user account if Inugo breaches its obligations under these Terms and in  such event, you will be entitled to prorated refund of any prepaid fees.  Termination of user account will include denial of access to all Services, deletion  of information in your user account such as your email address and password  and deletion of all data in your user account.

END OF TERMS OF SERVICE 

If you have any questions or concerns regarding this Agreement, please contact us at sales@digital-55.com.

Agreements 

In consideration of the mutual covenants set forth in any Agreement and/or  Client and DIGITAL 55 hereby agree as follows:

Development of PPC Campaign and/or Optimization Services and/or Social  Media Services or referred as “PPC Campaign” in this document.

DIGITAL 55 agrees to create, install, manage, develop and employ custom PPC  Advertising tactics according to the terms listed on Exhibit A attached hereto.

Specifications 

DIGITAL 55 agrees to develop the PPC Campaign pursuant to the  Specifications set forth in Exhibit A.

Delivery Dates and Milestones 

DIGITAL 55 will use reasonable diligence in the development of the PPC  Campaign and Strategy and endeavor to deliver to client all deliverables and  milestones on a monthly basis. Client acknowledges, however, that this  delivery deadline and the other payment milestones are estimates, and are  not required delivery dates. DIGITAL 55 will retain all documents, source code,  keyword lists and other assets employed or created for client during the  execution of any agreement. Client will receive only the output formats of  DIGITAL 55’s work where applicable. The output is to be used only within the  scope of the project as outlined in Exhibit A. Client shall retain all of its  intellectual property rights in any text, images or other components it owns  and delivers to DIGITAL 55 for use in the PPC Campaign and Strategy rendered  under any agreement.

Services Provided 

PPC Campaign and Optimization services are intended to provide client with  preferential positioning in selected paid search engine inclusion and report

results on an ongoing and timely basis. Some of the PPC Campaign and  Optimization tactics include:

1.1 PPC Keyword Selection Services 

DIGITAL 55 will manage a list of keywords and phrases relevant to client’s  desired search terms based upon

Research conducted by DIGITAL 55

Competitive analysis of keyword terms currently in market use. Other client-provided analytics and metrics for particular terms or phrases.

1.2 PPC Campaign Components, Implementation,  Ongoing Research and Reporting Services 

Advertising Copy

DIGITAL 55 can write or modify Client’s advertising copy that is designed to  drive high quality traffic to client web site(s) based upon the various  keywords identified and selected in section 1.1. Click-through rates shall be  tracked and copywriting shall be adjusted based on these reports.

Campaign Budgeting 

DIGITAL 55 and client shall agree upon an initial budget for all PPC efforts.

Campaign Creation and Implementation 

DIGITAL 55 shall set up independent PPC accounts in client name with all  agreed-upon PPC Advertising Networks and subject to the agreed-upon  budgets. DIGITAL 55 shall create various campaigns with varying advertising  copy, keywords and demographic targeting based on the DIGITAL 55’s  research. Campaigns may differ in copywriting and keyword usage based  upon the individual PPC advertiser.

DIGITAL 55 may create special Web Pages (“landing pages”) to which all  click-through actions. Creative services rendered under any Agreement may be subject to separate Web Design and Development fees and terms and  conditions.

Monitoring and Reporting

DIGITAL 55 shall monitor and manage client’s PPC campaign and monitor  CPC (cost per click) rates. Bids may be adjusted in order to maximize high  quality traffic. Non-performing keywords may be removed from the PPC  campaign based on the results of this reporting. Reports shall be provided to  client on a monthly basis if proposal identifies it.

1.3 ROI and Conversion Tracking Software 

In the event that it is deemed necessary and vital to install ROI tracking or  other metric measurement software, DIGITAL 55 can monitor and configure  software packages (“the Installation” or the “Software”) for certain fees.  DIGITAL 55 shall not be responsible for keeping copies, back-ups or any other  form of the Software after turning over the original copies to client. DIGITAL 55  will not maintain the Installation, updates, or any daily tasks required for the  maintenance of the Software under any agreement.

DIGITAL 55 will not manage or maintain copies of licenses for any of the  software packages or installations under any Agreement.

1.4 Service Disclaimers

Client acknowledges the following with respect to services:

a) DIGITAL 55 accepts no responsibility for policies of PPC Advertising  Networks, third-party search engines, directories or other web sites (“Third Party Resources”) that DIGITAL 55 may submit to with respect to the  classification or type of content it accepts, whether now or in the future.  Client’s web site or content may be excluded or banned from any Third-Party  Resource at any time. Client agrees not to hold DIGITAL 55 responsible for any  liability or actions taken by Third-Party Resources under any Agreement. b) Client acknowledges the nature of many of the resources DIGITAL 55 may  employ under any Agreement are competitive in nature. DIGITAL 55 does not  guarantee position, consistent positioning, or specific placement for any

particular PPC keyword, phrase or search term. Client acknowledges that  DIGITAL 55’s past performance is not indicative of any future results client  may experience.

c) Client acknowledges that PPC Advertising may be subject to the individual  advertising network’s policies and procedures. Each edit or change made to  any resources employed by DIGITAL 55 may repeat these inclusion times. d) Client acknowledges that any of the PPC advertising networks; search  engines, directories or other resources may block, prevent or otherwise stop  accepting submissions for an indefinite period of time.

e) Client acknowledges that PPC advertising networks or search engines may  drop listings from its database for no apparent or predictable reason. DIGITAL  55 shall re-submit resources to the search engine based on the current  policies of the search engine in question and whether pay inclusion programs  are being used.

f) DIGITAL 55 will endeavor to make every effort to keep client informed of any  changes that DIGITAL 55 is made aware of that impact any of the PPC  Campaign and Strategy and the execution thereof under any Agreement.  Client acknowledges that DIGITAL 55 may not become aware of changes to  third-party resources, industry changes or any other changes that may or  may not affect PPC campaign.

g) Client acknowledges that DIGITAL 55 cannot guarantee the exact  placement of client’s advertising; its availability or availability related to the  funds in the client’s account. Client is solely responsible for all advertising fees  and must maintain adequate funds in any third-party accounts in order to  maintain inclusion in these resources.

Compensation 

For all of DIGITAL 55’s services under any Agreement, client shall compensate  DIGITAL 55, in cash, pursuant to the terms of Exhibit A attached hereto. In the  event client fails to make any of the payments referenced in Exhibit A by the  deadline set forth in Exhibit A, DIGITAL 55 has the right, but is not obligated, to  pursue any or all of the following remedies: (1) terminate the Agreement, (2)  remove equipment, software, services or resources owned by DIGITAL 55,  whether leased to client by DIGITAL 55 or not and any DIGITAL 55 personnel or  staff from client location(s), or (3) bring legal action.

Confidentiality

Client and DIGITAL 55 acknowledge and agree that the Specifications and all  other documents and information related to the development of PPC  Campaign (the “Confidential Information”) will constitute valuable trade  secrets of DIGITAL 55. Client shall keep the Confidential Information in  confidence and shall not, at any time during or after the term of any  agreement, without DIGITAL 55’s prior written consent, disclose or otherwise  make available to anyone, either directly or indirectly, all or any part of the  Confidential Information.

Limited Warranty and Limitation on Damages 

Client waives any warranty, express or implied. Client waives any claim for  damages, direct or indirect, and agrees that its sole and exclusive remedy for  damages (either in contract or tort) is the return of the consideration paid to  DIGITAL 55 as set forth in Exhibit A attached hereto.

Independent Contractor 

DIGITAL 55 shall be retained as independent contractor. DIGITAL 55 will be fully  responsible for payment of its own income taxes on all compensation earned  under any agreement. Client will not withhold or pay any income tax, social  security tax, or any other payroll taxes on DIGITAL 55’s behalf. DIGITAL 55  understands that it will not be entitled to any fringe benefits that client  provides for its employees generally or to any statutory employment benefits,  including without limitation worker’s compensation or unemployment  insurance.

Equipment 

Client agrees to make available to DIGITAL 55, for DIGITAL 55’s use in  performing the services required by any agreement, such items of hardware  and software as client and DIGITAL 55 agree are reasonably necessary for  such purpose. Client agrees to make available any access to services  deemed necessary by DIGITAL 55 to fulfill its obligations under any  agreement.

General Provisions
2.1 Entire Agreement

Any agreement contains the entire agreement between the parties relating to  the subject matter hereof and supersedes any and all prior agreements or  understandings, written or oral, between the parties related to the subject  matter hereof. No modification of any agreement shall be valid unless made  in writing and signed by both parties hereto.

2.2 Governing Law 

Any agreement shall be governed by and construed in accordance with the  laws of the state of Ohio. Exclusive jurisdiction and venue shall be in the State  of Ohio.

2.3 Binding Effect 

Any agreement shall be binding upon and inure to the benefit of client and  DIGITAL 55 and their respective successors and assigns, provided that DIGITAL  55 may not assign any of its obligations under any agreement without client’s  prior written consent.

2.4 Waiver 

The waiver by either party of any breach or failure to enforce any of the terms  and conditions of any agreement at any time shall not in any way affect, limit,  or waive such party’s right thereafter to enforce and compel strict  compliance with every term and condition of any agreement.

2.5 Good Faith

Each party represents and warrants to the other that such party has acted in  good faith, and agrees to continue to so act, in the negotiation, execution,  delivery, performance, and any termination of any agreement.

2.6 No Right to Assign 

Client has no right to assign, sell, modify or otherwise alter any agreement,  except upon the express written advance approval of DIGITAL 55, which  consent can be withheld for any reason.

2.7 Right to Remove Resources

In the event client fails to make any of the payments set forth on Exhibit A  within the time prescribed in Exhibit A, DIGITAL 55 has the right to remove any  PPC campaign under DIGITAL 55 control until payment is paid in full, plus  accrued late charges of 2% per month.

2.8 Indemnification 

Client warrants that everything it provides DIGITAL 55 to employ in the PPC  campaign is legally owned or licensed to client. Client agrees to indemnify  and hold DIGITAL 55 harmless from any and all claims brought by any third

party relating to any aspect of the PPC campaign, including but without  limitation, any and all demands, liabilities, losses, costs and claims including  attorney’s fees arising out of injury caused by client’s products/services,  material supplied by client, copyright infringement, and defective products  sold via the PPC campaign. Client agrees to indemnify DIGITAL 55 from  responsibility for problems/disruptions caused by third-party services that  client may use, such as merchant accounts, shopping carts, shipping, hosting  services, real-time credit card processing and other services that relate to the  ownership and operation of the PPC campaign.

2.9 Use of Material for Promotional Purposes 

Client grants DIGITAL 55 the right to use its work in producing the PPC  campaign for promotional purposes and/or to cross-link it with other  advertising developed by DIGITAL 55. Client grants DIGITAL 55 the right to list  reference or otherwise identify client as a client of DIGITAL 55 in DIGITAL 55’s  advertising and marketing.

2.10 No Responsibility for Loss 

DIGITAL 55 will have no responsibility for any third party disrupting, intruding or  otherwise copying files in part or in whole on all or any part of the work  performed for the PPC campaign. DIGITAL 55 is not responsible for any down  time, lost files, improper links or any other loss that may occur in the operation  of the PPC campaign under any agreement.

2.11 Right to Make Derivative Works 

DIGITAL 55 will have the exclusive rights in making any derivative works from  any of its work, practices, coding, programming or other work in regards to  the PPC campaign.

2.12 Attorney’s Fees

In the event any party to any agreement employs an attorney to enforce any  of the terms of the Agreement, the prevailing party shall be entitled to recover  its actual attorney’s fees and costs, including expert witness fees.

2.13 Identification of DIGITAL 55

Client agrees that DIGITAL 55 identification may be annotated, and remain  within the code or on the web site as the authors. Client also agrees to put  DIGITAL 55’s copyright notices on the PPC campaign reports and the relevant  content therein.

2.14 Transfer of Rights 

In the event DIGITAL 55 is unable to continue maintenance of the PPC  campaign services, non-exclusive rights to the PPC campaign will be granted  to client. Transfer of Rights does not apply to non-transferable third-party  licenses and proprietary material owned by the developers.

Exhibit A 

Some of the tactics DIGITAL 55 will utilize as part of it’s service offering are as  follows:

– Individual ads monitored and poor performers replaced with new ad copy – Keyword performance analyzed and poor performing keywords eliminated – Keyword opportunities identified based on ad and keyword performance – Ad groups created or modified based on ad and keyword performance – Ad and keyword bids modified to maximize high quality traffic – Recommendations made to improve landing page performance – Competitor campaigns reviewed to identify keywords, ad and landing  pages opportunities

– Monthly statistics and account changes report sent

– Phone call tracking and recording for analytics purposes

By purchasing our PPC services the client understands that DIGITAL 55 may  not execute all of these tactics, and will use its best judgment which tactics to

utilize at our discretion. Client Agrees to pre-pay DIGITAL 55 for each month in  advance and will be automatically billed by credit card. The amount paid  each month will be based on the specific PPC package the Client purchased  at signup.

© 2022 Digital 55. All rights reserved.

Updated 5/24/2022