Terms & Conditions
Updated - 22 Feb 2022
1. Acceptance of Terms
These Terms of Service (this “Agreement”) between Digital Marketing On Demand Inc (“we”, “us” or “Digital Marketing On Demand”) and you govern your access and use of our digital assistant platform made available through www.digitalmarketingondemand.io (this “Site”) and the subscription or other services we provide (the “Services”). By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
This Site is controlled and operated by us from our offices within Canada. We make no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside Canada are responsible for compliance with all applicable laws.
We may update this Agreement from time to time. By continuing to use this Site and the Services after the update, you accept the update in its entirety. All updates are effective upon posting. We encourage you to check the “Terms of Service” link on the home page each time you visit this Site, so you are aware of any updates.
3. The Services
3.1 Subject to your compliance with this Agreement, as well as your subscription for an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have subscribed. We will use commercially reasonable efforts to make the Services available subject to planned downtime and any unscheduled emergency maintenance. We may modify, replace, or discontinue the Services at any time, for any reason, without notice to you.
3.2 You may only access and use the Services in accordance with the terms of the Agreement. You agree to (i) provide accurate, current and complete information about you as may be prompted by any form on this Site (“Registration Data”); (ii) maintain and promptly update the Registration Data, to keep it accurate, current and complete; (iii) maintain the security of any password and identification information; (iv) notify us immediately of any unauthorized use of your account; (v) accept sole responsibility for any and all activities that occur on your account. Each person who uses any Services must have a separate username and password. You must provide a valid email address for each person that you authorize to use your account. You agree to provide any other information that we reasonably request.
3.3 You are responsible for obtaining and maintaining all telecommunications, broadband and computer equipment and services needed to access and use the Services and for paying all charges related thereto.
3.4 We may terminate your account without prior notice or liability to you, if we find, in our sole and exclusive discretion, that you: (i) have violated this Agreement; (ii) are not in alignment with our model; (iii) are sharing usernames or passwords; (iv) violate our core values; or (v) are abusing our services or team in any way, including using our services for illegal purpose.
3.5 “Licensed Content” means content that we own or license, including artwork, stock photographs, audio, video, designs, and writings. While you are and will be, the sole and exclusive owner of all rights, titles, and interests in and to your project, the Licensed
Content incorporated in your project is subject to the license described in Section 4 below. No rights are granted to you other than as expressly set forth herein. You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us.
3.6 Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes. You may not access or use the Services in order to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Services, (b) modify, translate or create derivative works based on the Services, (c) use the Services for any purpose other than its own internal purposes; or (d) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).
4. Use of the Services
4.1 You may use the Services for any number of projects and scope that you have subscribed for under the applicable plan and as are appropriate based on the size of your account. While we accept unlimited requests and revisions, our output volume depends on many factors, namely depending on the total request volume and complexity. We will do our best to work with you to accommodate any priority items and your timelines, but we suggest you do not use our Services for time-sensitive projects.
4.2 We do our best to minimize any mistakes. However, due to the nature of the work we do, we cannot guarantee all files delivered will be 100% error-free. When we deliver a file to you, you agree to review and proof all files for any errors or omissions and notify us of any changes or corrections are needed within seven (7) days of receipt. We will do our best to rush edits to correct any mistakes that you notify us about during this time period. If you notify us of any errors after that time period, we are not required to but intend to try to work with you to make corrections.
4.3 The speed of your account is determined by the level of subscription you have. A subscription is a measurement of output and represents what we can accomplish in a business day, with our team, and our platform. What we can create with a single subscription depends on many factors, including, but not limited to: (i) the type of plan; (ii) the volume of requests; (iii) and the complexity of requests. We do not guarantee the amount of work that we can create with a single subscription. To increase the volume of work we can complete within a business day, we suggest you add subscriptions to your account.
4.4 You are the owner and/or controller of all of your information, data or materials that you provide to us to use the Services (“Customer Content”). By submitting Customer Content to us, you are representing that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty-free, non-exclusive license to access and use Customer Content to provide the Services.
4.5 You are, and will be, the sole and exclusive owner of all rights, titles, and interests in and to the deliverables, including all intellectual property rights therein. We agree that with respect to any deliverables that may qualify as “work made for hire”, such deliverables are deemed a “work made for hire” for you. To the extent that any deliverables do not constitute a “work made for hire,” we irrevocably assign you all right, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section 4.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due and the terms of Sections 4.6 and 5 below.
4.6 In the course of providing the Services, we may use certain pre-existing materials. We and our licensors are, and will remain, the sole and exclusive owners of all rights, titles, and interests in and to any pre-existing materials. We grant you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Services or deliverables. We expressly reserve all other rights in and to such pre-existing materials.
4.7 Digital Marketing On Demand does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.
5. Use of Stock Services
5.1 Subject to compliance with this Agreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use, including but not limited to use in your own project.
6.1 Use of our Services requires payment of recurring fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes) in full, in such amounts and for such billing frequency as specified during registration, as updated (prospectively, not retroactively) by you from time to time. You agree that, upon registering for the Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to terminate your account in the event of non-payment of amounts owed to us. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this Section 6.
6.2 We reserve the right to change our fees upon 5 days' advance notice. By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.
6.3 We hope you are pleased with our Services. If for whatever reason, you are not, you may cancel your subscription with us at any time as your sole remedy. Upon cancellation, you will continue to have access to the Services and your files through the end of your current paid billing term. Once the billing term has ended after cancellation, you will no longer have access to the Services and may lose access to your files through the Site.
6.4 You may request a refund from us if you cancel your subscription either: (i) within 30 days of signing up. After this 30 day window, we will not issue a refund. From time to time, we may refuse a refund request if, in our sole discretion, we find evidence of fraud, refund abuse, or other manipulative behaviour. Promotions, upgrades, and adjustments to existing plans are non-refundable.
7. Confidential Information
7.1 For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.
7.2 During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives and agents who are involved in providing Services to you. We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives and agents.
7.3 During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives and agents to whom it is necessary to disclose our Confidential Information. You will be responsible to you for any breach of this provision by your employees, officers, directors, contractors, representatives and agents.
7.4 Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third-party source not directly or indirectly involving a breach of this Agreement.
7.5 The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.
8. Portfolio Rights
8.1 You hereby grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the Services for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License at any time by sending written notice to email@example.com. If you revoke the Portfolio Rights License, we will stop using your deliverables for marketing and advertising purposes, however, your deliverables may continue to exist elsewhere online such as where the deliverables have been used by others in accordance with the Portfolio Rights License.
9. Term and Termination
9.1 This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service. All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
9.2 We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.
10. Disclaimer of Warranties
10.1 We represent and warrant that you will receive good and valid title license to all deliverables, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 9.1, THE SITE AND THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE”. WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.
11. Liability Waiver
11.1 WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES OR ANY DELIVERABLES. YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
13. Links to Third-Party Platforms
13.1 If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.
14. THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
15.1 This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
16.1 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
17.1 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.
18. Force Majeure
18.1 If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to a pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labour disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third-party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.
19. Entire Agreement
19.1 If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.
20.1 The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
21. GOVERNING LAW
21.1 These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Kelowna, BC, Canada.
22. CHANGES TO TERMS OF SERVICE
22.1 You can review the most current version of the Terms of Service at any time on this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 23 – CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at firstname.lastname@example.org