Terms Of Service
Use of Hi Impact Digital, Inc. services, products and website.
Important Information
You should carefully read the following Terms and Conditions (also referred to as the "Terms of Use", "Terms of Service" or "TOS"). Your use of our service(s) implies that you have read and accepted these Terms and Conditions. The Website (all Hi Impact Digital, Inc. websites may hereafter be referred to, both individually and collectively, as "The Website") from which you accessed this agreement is provided to you subject to the conditions listed below. These terms are in addition to any other terms that individual Website owners within the Hi Impact Digital, Inc. may include for governing access to their Websites.
Any Non-Human Visitors to these Websites shall be considered agents of the individual(s) who controls, authors or otherwise makes use of them. Such individual(s) shall be deemed responsible for the actions of their Non-Human Visitor devices in the same manner as if they personally visited the Website.
The access rights granted to you under the Terms Of Use are non-transferable without the express written permission of the owner of Hi Impact Digital, Inc.. You are responsible for the actions of any other person who may utilize your access rights on the Hi Impact Digital, Inc. Website.
Introduction
The following terms and conditions govern all use of the Hi Impact Digital, Inc. Website(s) and all content, services and products available through Hi Impact Digital, Inc.. The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other associated operating rules and policies (including, without limitation, Hi Impact Digital, Inc. Privacy Policy).
Please read this Agreement carefully before accessing or using the Hi Impact Digital, Inc. Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by the Hi Impact Digital, Inc., acceptance is expressly limited to these terms.
You do not claim intellectual property right or exclusive ownership to any of our products or services, whether modified or unmodified. All products and services are the property of Hi Impact Digital, Inc.. Our products and services are provided 'as is' without warranty of any kind, either expressed or implied. In no event shall our organization (or any business or individual associated with Hi Impact Digital, Inc.) be liable for any damages including, but not limited to, direct, indirect, special, punitive, incidental or consequential, or other losses arising out of the use of or inability to use our products or services.
Your Hi Impact Digital, Inc. Account and Site.
If you create an account and/or purchase advertising services with Hi Impact Digital, Inc., you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the site.
Advertising Approval
All ads must be approved by advertising location site manager prior to display. Location manager reserves the right to reject any advertisement for any reason. Standard approval time for ad review is 5 business days. Only site manager approved ads will be inserted and displayed at the contracted time(s). AGENCY shall not be held responsible for any ad display delays due to:
Rejection by location manager
Any delay in approval by location manager
Formatting/design requirement errors
Intellectual Property.
This Agreement does not transfer from Hi Impact Digital, Inc. to you any Hi Impact Digital, Inc. or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Hi Impact Digital, Inc.. Hi Impact Digital, Inc., the Hi Impact Digital, Inc. domain, the Hi Impact Digital, Inc. logo, and all other trademarks, service marks, graphics and logos used in connection with Hi Impact Digital, Inc., or the Website are trademarks or registered trademarks of Hi Impact Digital, Inc. or Hi Impact Digital, Inc.'s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Hi Impact Digital, Inc. or third-party trademarks.
Changes.
Hi Impact Digital, Inc. reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of Hi Impact Digital, Inc. Advertising Products/Services and/or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Hi Impact Digital, Inc. may also, in the future, offer new services and/or features through the Website (including, the release of new tools, services and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Advertising Products And Services
1. Services
The AGENCY provides the ADVERTISER with various tools and services related to the Digital Advertising. Functionalities and features may include, but are not limited to: Digital Ad Placement and related tools. The AGENCY reserves the right to delete or modify tools, features, services, fees, conditions of service and the terms of this Agreement at any time. When possible, the AGENCY will give the ADVERTISER thirty (30) days’ notice if such changes will result in reduced services or increased fees. The AGENCY will announce changes in a newsletter, on printed invoice or by e-mailing the address provided by the ADVERTISER.
The ADVERTISER expressly assumes all risk for use of the AGENCY'S services, technology, or content.
a. Termination and Severability
This agreement is effective until the ADVERTISER or the AGENCY terminates it as follows: If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such determination shall in no way alter or impair the validity, legality, and enforceability of the remaining provisions of this Agreement which shall continue in full force and effect.
Termination for Cause by the AGENCY. At any time and without notice, the AGENCY may remove the ADVERTISER'S Digital Ads or files or discontinue service in whole or in part for any breach of this Agreement by the ADVERTISER or Termination by the ADVERTISER.
Recurring Contracts And Cancellation Of Recurring Contracts
All advertising is sold in three (3) month blocks and shall be paid in advance either by automated credit card charge through the Hi Impact Digital, Inc. Website or by company check. The ADVERTISER may terminate this agreement by clicking on the “Unsubscribe” button on any product page of the Hi Impact Digital, Inc. website, which shall serve as an official termination for the recurring contract and will terminate all future billing of such contract. If payment has been made by check or if the Advertiser is unable to access the Hi Impact Digital, Inc. Website, 30 days written notice prior to end of said term of this advertising agreement of three (3) months, shall serve as sufficient notice for cancellation of the recurring contract. If Advertiser does not “Unsubscribe” or provide written notice within 30 days of the end of a three (3) month advertising period, consecutive terms of three (3) months will automatically ensue and ADVERTISER will be liable for the full monthly charges for the months during which the ADVERTISER terminated the Agreement and for all usage-based fees through the termination date of this Agreement. AGENCY reserves the right to terminate this agreement at any time after the initial agreement term of 3 months, with 30 days written notice.
One-Time Or Seasonal Contracts
For one-time and seasonal contracts, renewal will be by request only and granted on a first-come, first-serve basis. Advertising spots are not guaranteed for consecutive advertising cycles or seasons and a new contract shall be executed for each new advertising cycle requested. If multiple cycles or seasons are desired, contract may be written in advance for consecutive advertising cycles to guarantee the availability of advertising spots and/or to lock in special pricing if AGENCY chooses to make this option available.
b. Use of Digital Display Screens as advertising space and Other Resources
The AGENCY may place limits the amount of bandwidth, server disk space, and other system resources used by the ADVERTISER for various services, and may halt or limit services if the ADVERTISER'S account exceeds such limits. The AGENCY may allow paid upgrades to increase such limits.
2. Restrictions and Prohibitions on Content and Use of Services and Technologies
The AGENCY may terminate ADVERTISER accounts and delete ADVERTISER'S files at any time, without notice, for conduct that violates these guidelines or for any other reason. The ADVERTISER agrees not to do or participate in any of the following nonexclusive list of UNACCEPTABLE content and behaviors on the AGENCY:
Content that commits acts of copyright, trademark, patent, trade name, trade secret or other intellectual property infringement or violates any other third party right.
Content that holds the AGENCY up to public scorn or ridicule.
Content that takes part in, or allows any third party to take part in, the following: reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of the Technology; individual passworking of ADVERTISER ads; altering copyright notices and attributes (unless permitted in writing by the author/owner); and such practices.
3. Indemnification, Disclaimers, Warranties
The AGENCY warrants that if a ADVERTISER is dissatisfied with the AGENCY'S service, technology, or content, upon notice from the ADVERTISER, the AGENCY will take all reasonable measures to satisfy the ADVERTISER'S requests; In such events that ADVERTISER requests changes requiring programming/design time that exceeds contracted programming/design hour allowances, ADVERTISER is responsible for all fees associated with upgrades and or revisions of advertising content and or design. As some services require substantial time and effort to complete, AGENCY reserves the right to institute supplemental charges for some services.
The ADVERTISER agrees to indemnify the AGENCY and its partners, parent, subsidiaries, affiliates, directors, officers, employees, agents and representatives against any and all liabilities, claims, cost, and expenses, including attorneys' fees, arising from the ADVERTISER'S use of the AGENCY'S services. This expressly includes the ADVERTISER'S responsibility for any and all liability arising from the violation or infringement of proprietary rights or copyrights and any libelous or unlawful material contained within the ADVERTISER'S files, messages, or other communications.
a. Services and Reliability
i. Neither the AGENCY nor its partners, parent, affiliates or subsidiaries make any warranty with respect to any content, information, services or products provided through or in conjunction with the AGENCY'S services.
ii. The AGENCY is also not liable to the ADVERTISER or any third party for any damage, direct or incidental, that could occur as the ADVERTISER uses the AGENCY'S services.
iii. The AGENCY is not responsible for the delivery or quality of any goods or services sold or advertised through the AGENCY network of digital signs, emails, web sites, its affiliates, or through the ADVERTISER sites.
iv. The AGENCY does not guarantee that its security procedures will prevent the loss of, alteration of, or improper access to the
ADVERTISER'S information.
4. Liabilities
The ADVERTISER is solely responsible for the conduct of the ADVERTISER'S business and all other matters under the ADVERTISER'S control. IN NO EVENT SHALL THE AGENCY, ITS PARENT, SUBSIDIARIES, AFFILIATES, CONTRACTORS, SERVICE HOSTS, EMPLOYEES, AGENTS, REPRESENTATIVES OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN PRODUCING, CREATING OR DELIVERING THE AGENCY'S SERVICE, TECHNOLOGY OR CONTENT, BE LIABLE TO THE ADVERTISER IN ANY MANNER WHATSOEVER FOR LOSS OF OR INACCURACY OF DATA, GOODS, REVENUES, PROFITS, SERVICES, OR TECHNOLOGY OR FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES, EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ADVERTISER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST THE AGENCY AND ITS PARENT, SUBSIDIARIES, DIVISIONS, AFFILIATES, AGENTS, REPRESENTATIVES AND LICENSORS ARISING OUT OF THE ADVERTISER’S USE OF THE AGENCY'S SERVICE.
a. The AGENCY and its parent, subsidiaries and affiliates shall not be liable for any damages that result from the ADVERTISER'S failure to perform the ADVERTISER'S responsibilities in connection with this Agreement or that result from any cause beyond the AGENCY'S control, including but not limited to system errors arising from modifications to the system made by the client. Further, AGENCY shall have no responsibility or liability whatsoever for damage to property resulting from any cause whatsoever arising out of or related to the system. In no event shall AGENCY be responsible for any direct, indirect, special or consequential damages. Even if AGENCY is informed about their possible existence including anticipated loss of profit or revenue, loss of time, cost of capital, down time cost, cost of substitute services or goods, facilities, services or replacement power, third-party claims against ADVERTISER for damages, or other loss incurred by the client in connection with the purchase, installation or failure of the system, loss of use, loss of profits, loss of production, loss of revenues are therefore specifically but without limitation excluded.
b. The aggregate liability of the AGENCY and its parent, subsidiaries and affiliates arising from this Agreement for any action or claim is limited to, and shall not exceed the actual invoice value as paid by the client.
c. In jurisdictions not allowing the limitation or exclusion of liability for incidental or consequential damages, the AGENCY'S liability shall be limited to the extent permitted by law.
d. AGENCY will incur no liability to ADVERTISER for any delay or failure by AGENCY to perform any of its obligations under this agreement due to fire, strike, natural disaster, act of terrorism, weather, power failure, delay or failure by any third-party necessary for the maintenance and delivery of the system (such as digital signs, internet systems, operators and service providers), accident, theft, governmental action, civil disturbance, or any other cause beyond AGENCY'S control. The time for performance by AGENCY of any of it’s obligations herein will be extended by any delay caused by any of the foregoing. ADVERTISER warrants that the above ADVERTISER'S legal name is correct, that it is duly incorporated or organized and in good standing in the state where incorporated and that all authorizations, consents and approvals necessary to bind ADVERTISER to the terms of this agreement have been obtained.
5. The AGENCY'S Rights
a. ADVERTISER'S Files and Accounts
The AGENCY reserves the right to delete ADVERTISER files and accounts that breach this Agreement at any time. The AGENCY and its parent, subsidiaries and affiliates shall not be liable for any foreseeable, unforeseeable, direct, or indirect consequence of such deletion. The AGENCY reserves the right to communicate with the ADVERTISER at any time in the event that important messages need to be communicated.
b. Proprietary Rights
The AGENCY retains all proprietary rights, including, but not limited to, services, technology, all content, text, design, graphics, sound, and so forth on its Digital Sign Network, Email Templates, and Web sites. The ADVERTISER acknowledges that all content and technology available on the AGENCY created sites is protected by U.S. and international copyrights, trademarks, service marks, patents, or any other proprietary rights and laws and that the ADVERTISER is permitted to use content and technology and its compilation, collection, selection, arrangement, assembly, and coordination only as expressly authorized by the AGENCY. The ADVERTISER agrees not to copy, reproduce, or create derivative works of the services, technology, content, text, design, graphics and other features of the AGENCY ads, emails, and web sites. The AGENCY claims no proprietary rights or intellectual property rights in ADVERTISER'S content, including, but not limited to, text, software, music, sound, photographs, video, and graphics supplied by the ADVERTISER for use in conjunction with the AGENCY services.
c. Trademarks and Servicemarks
The AGENCY'S graphics, logos, and service names used to identify the AGENCY'S products or services are the trademarks of the AGENCY. The ADVERTISER agrees not to use the AGENCY trademarks in connection with the ADVERTISER'S, or any third party's, products or services in a way that discredits or ridicules the AGENCY or infringes upon the AGENCY'S intellectual property rights. All other brands and names used on the AGENCY are the property of their respective owners.
6. Pricing and Payment Terms
ADVERTISER agrees to pay AGENCY the total system contract price which is defined as the product of the initial term and the total payment as reflected in the price menu on the Hi Impact Digital, Inc. Website and/or any current printed literatureor emails. . ADVERTISER shall pay the total contract price in quarterly installments prior to advertising display period. Cancellation and/or termination shall follow the terms outlined above in section 1, part a.
A 2% fee, compounded monthly, will be assessed for all balances not paid by the tenth day of the month for which service is due.
Accounts with balances which are 30 or more days past due may result in an interruption of service, whereby any outstanding balances through term will become immediately due liable.
7. Closing Agreements
This Acceptable Use Policy and any disputes arising out of or related to the Service and the AGENCY Sites shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio.
Disclaimer of Warranties.
The materials on Hi Impact Digital, Inc.'s Website are provided 'as is'. Hi Impact Digital, Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Hi Impact Digital, Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet Website or otherwise relating to such materials or on any sites linked to this site.
Limitation of Liability.
In no event will Hi Impact Digital, Inc., or its suppliers or licensors, or any individuals associated with those entities, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Hi Impact Digital, Inc. under this agreement. The foregoing shall not apply to the extent prohibited by applicable law.
General Representation and Warranty.
You represent and warrant that (i) your use of the Website will be in strict accordance with the Hi Impact Digital, Inc. Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
Indemnification.
You agree to indemnify and hold harmless Hi Impact Digital, Inc., its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys fees, arising out of your use of the Website, including but not limited to out of your violation of this Agreement.
RECORDS OF VISITOR USE AND ABUSE
You consent to having your Internet Protocol address recorded. An email address may appear immediately below (the "Identifier") if we suspect potential abuse. The Identifier is uniquely matched to your Internet Protocol address. Visitors agree not to use this address for any reason.
Site Terms of Use Modifications
Hi Impact Digital, Inc. may revise these Terms of Use for its Website at any time without notice. By using this Website you are agreeing to be bound by the then current version of these Terms and Conditions of Use.
