Digi-VUE Advertising Membership Agreement


DIGI-VUE ADVERTISING MEMBERSHIP AGREEMENT

Digital Signage: Up to 30% of the content display time will display content marketing for the client’s business. Content materials and asset files shall be provided by the client to Digi-VUE Advertising Inc. within seven (7) days upon signing this contract or the client may not have content ready to air by the time the digital signage hardware is scheduled for installation at their place of business. Content materials and asset files will be used to design and create client’s graphic design display within 30 days. All content is maintained and owned by Digi-VUE Advertising Inc. Up to 70% of digital signage content space will be a variety of content and advertising generated by Digi-VUE Advertising Inc.

Social Powered Wi-Fi Access Point: Installation of Wi-Fi advertising hub, allows customer retargeting campaigns and banner advertising across the Digi-VUE Advertising Wi-Fi Ad Network.

Online Media Advertising: Digi-VUE Advertising will place your banner ads and media assets across various online website listings and directories controlled and managed by Digi-VUE Advertising inc.

Set-up Fee: The set-up fee is billed only in the first year of your membership to cover the initial cost of the design and set-up of your digital signage display, Wi-Fi access point and online media assets. If you need additional monthly updates additional yearly maintenance agreements are available and are outlined in our monthly maintenance agreement packages.

Monthly Membership Fees: Monthly membership fees are priced based on the level of membership benefits assigned in your monthly maintenance agreement. Basic membership benefits include limited hardware and software maintenance limits are determined by Digi-VUE Advertising Inc. to maintain the network to meet or exceed industry standards.

Hardware Maintenance: Various hardware maintenance will include over the phone or limited on site digital signage maintenance of your digital signage display, camera, digital signage media player, Wi-Fi Data Router Box connectors and cables. The Digi-VUE Advertising Inc. media player has a 100% warranty replacement at no additional cost to members. It is the responsibility of the client to supply and replace any digital signage display or router hardware in 30 days of notice of replacement if in the event of hardware breaks or cannot be turned on for any reason by Digi-VUE Advertising Inc. maintenance technician. Client or their staff is required to sign off on every maintenance visit by Digi-VUE Advertising technicians. Client is required to have a Wi-Fi ready router with one to two Ethernet ports available for Digi-VUE Advertising connect media player and Wi-Fi access point.

Software Maintenance: Various software maintenance will include over the phone and access to our ticket support software maintenance program. Digi-VUE Advertising Inc. will provide the most recent and up to date digital signage software firmware with limited graphic and applications maintenance to keep your signage up to date. Graphic design is limited based on the membership package you are contracted to. Any and all digital signage widgets and applications may be removed at any time by the software team which may limit or remove access to said applications for any reason and indefinitely. Removal or limitations of any software applications does not void this agreement.

 

ADVERTISING SERVICES RECEIVED AS A MEMBER

Digital Signage: As a member of the Digi-VUE Advertising Network you will receive a minimum of one (1) 15 second advertisement, static or video (audio not guaranteed) per month on up to three city territories and a minimum of 25 locations (depending on the membership package selected.) You are able to update your advertisement as often as once per month on the basic membership. If you would like more screens or additional territories an upgraded membership plan is required.

Wi-Fi Digital Ad Network: Place advertisements on various Wi-Fi ad networks. Limited banner advertising non-clickable ad space.

Customer Requirements to Join Ad Network

Time Limit: All requirements must be available and installed inside business premise within 30 to 60 days.

Digital Display Unit: The client must provide any of the following: television, monitor, projection imaging, commercial-grade display units, and any other display unit that:

  • Allows HDMI connection.
  • Minimum resolution of 1080p
  • Max size less than One (1) inch maximum bezel on digital display

Mount: The client must mount and secure the digital display unit with an ultra-flush wall mount and safely secured.

Electrical Output: Electrical Output must be located behind the display unit. Digi-VUE Advertising requires that electrical output assigned for the digital display along with the cords will be hidden to the view. Use of extension cord/s is/are not allowed.

Electricity: The client is responsible for the working electricity and electrical consumption costs of the signage.

Wi-Fi Internet: The client must have a Wi-Fi internet connection that is reliable and dedicated to the business. Outside internet connection or shared internet connection is not advisable and Digi-VUE Advertising has the right to demand another internet connection if necessary.

Commitment Terms for Cancellation, Termination, and Collection

Commitment Term. Digi-VUE Advertising requires 48 MONTHS commitment starting on the dated signature on this document. On the 49th month, the contract automatically renews if the client did not present a written cancellation notice 60 days prior to expiration of the initial agreement. (i.e. 46th month). Members will automatically renew under the same terms of the previous agreement.

Cancellation of Membership. The client has the right to cancel or terminate the commitment term within 60 days from the date of this signed agreement without penalty, a written notice is required. If the client decides to cancel after 60 days from the date of this signed agreement, the client is subject to a cancellation fee of $ 500.00 USD. A written notice is required to cancel and should be addressed to Digi-VUE Advertising Inc. The check and written notice must be sent via certified mail to Digi-VUE Advertising Headquarters located at 1007 West Ave M-14 Suite D, Palmdale, CA 93551. This written request must be postmarked within 60 days after the date of the signature of this agreement. The client is responsible for timely delivery of the cancellation notice with the check. Digi-VUE Advertising is not liable for any mishandling of the notice as well as the check. In the event that the client fails to secure delivery of the notice and the check prior to the billing date, the client will be charged and must pay the monthly fee for that period. Once cancellation notice and check is received, all services, promo­tions, and advertisements are subject to immediate removal.

Termination of Membership. Digi-VUE Advertising Inc. has the right to terminate the membership of the clients for any reason or no reason at all. To avoid interruption or termination of your membership, please be vigilant in reporting hardware and software glitches you may see or hear about. If your display is off during your normal business hours contact us directly by phone at 661.492.4234 or email at Admin@DigiVUEAdvertising.com. In the event that Digi-VUE Advertising terminates the contract, the client is obliged to pay any amount owed plus total balance amount of the $500 Cancellation penalty as referred to above. The client is given 60 days to pay their total payment due. After 60 days, this amount will be transferred to a collection agency.

Collection. A client with active balance for 60 days after payment due date, the amount due will be forwarded to a collection agency. Any fees applied due to this process will be the responsibility of the client. Failure of the client to comply with this requirement stated above, at the option of Digi-VUE Advertising Inc., is considered a breach of this Agreement and Digi-VUE Advertising Inc. has the right to subject the client with cancellation penalty as discussed above in Section (cancellation of membership).

 

EQUIPMENT AND SOFTWARE FOR DIGITAL SERVICES

(“Client”) I hereby agree that the provision of Digi-VUE Advertising Equipment will be governed by Digi-VUE Advertising (“Company”) and this Agreement, upon the request of the client, Digi-VUE Advertising shall install, maintain, repair, replace, or remove if reason to do so is valid and necessary. Digi-VUE Advertising services are given in accordance with the following terms and conditions:

Client shall allow installation of Digi-VUE Advertising equipment, including but not limited to Computer hardware, software, digital signs, wires, connectors, cabling and a mounted camera.

Client shall be responsible for the installation and maintenance of all existing wiring and equipment hardware on client’s side at the point of interconnection with Digi-VUE Advertising digital sign network equipment.

All Digi-VUE Advertising hardware, Software, and data are the property of Digi-VUE Advertising and should not be tampered with unless under the normal operating procedure to operate digital signage during business hours of operation. With the direct authorization by Digi-VUE management any maintenance, repair, replacements, or removal shall be completed only by Digi-VUE Advertising or Digi-VUE Advertising’s authorized representatives. Signs must be turned on daily, during business hours of operation. If signs are not in operation during business hours in excess of three (3) times. All in a three (3) month period, a technician will be dispatched to the business location to address the issue. If the sign(s) is off due to negligence, the dispatch expense will be charged back to the noncompliant business. If there is a total of five (5) dispatched technician visits within a one (1) year period; membership will be up for review, and cancellation of membership is at the discretion of Digi-VUE management. Clients shall not turn off digital signage media during any normal business hours of operation.

Digi-VUE Advertising shall charge and the client shall pay (i) any and all installation charges set forth in Digi-VUE Advertising agreement or (ii) penalty fees incurred during the duration of membership with Digi-VUE Advertising.

Digi-VUE Advertising shall normally complete installation or removal of such equipment within thirty (45) days from the date requested unless otherwise stated on installation contract. Normal installation times may be impacted by equipment availability or if the client is no longer a member of Digi-VUE Advertising network or using Digi-VUE services.

Neglect or tampering with the property is subject to a minimum of $500.00 service and repair and/or replacement penalty and up to the entire cost of Digi-VUE Advertising property.

The contract is only void with specific written notice that the place of business under contract is no longer in operation or business is sold to another entity, and a 30 day written notice is required. Providing the client requests to transfer of said contract, specific written notice is required. A breach of contract on the client’s behalf will result in a $500 service removal penalty.  

Digi-VUE Advertising shall have the right to interrupt or cancel the Digi-VUE Advertising Network service under any circumstance and for any reason or no reason at all. 

This Agreement may be amended, revised, or otherwise changed only by an appropriate order of an Applicable Legal Authority.

All requests for Digi-VUE Advertising such as but not limited to maintenance and art changes shall be in writing and must include the following information provided to this email. admin@digivueadvertising.com.

All communications necessary in the administration and execution of this Agreement may be effectuated by contacting Digi-VUE Advertising and client at the addresses and telephone numbers set forth in this contract.

This Agreement shall commence upon the date of execution by both Parties (the” Effective Date”) and shall terminate (a) upon mutual agree­ment of the Parties, or (b) written notification by client to Digi-VUE Advertising that it requests to terminate this Agreement and must follow applicable termination/cancelation process; or (c) upon the effec­tive date of a new agreement between the Parties.

Termination of this Agreement, for any reason, shall not relieve Digi-VUE Advertising or client of any obligation accrued or accruing prior to such termination.

Social media widgets are under the control of Digi-VUE Advertising all data on these feeds must be user-friendly without any adult, sexual, drug, alcohol or any other offensive material. If the material is found to be present immediate termination of your services will be halted effective immediately until further notice and if services are canceled client will still be held responsible for paying an obligation of said agreement. 

Digi-VUE Advertising mini PC controller is the property of Digi-VUE Advertising and must be returned to Digi-VUE Advertising after the cancellation of this agreement. Failure to return hardware in 60 days will result in a $295 penalty due.

Additional Services: It is required the member of the network keeps up to date content on the digital signage network - Digi-VUE Advertising requires new content to be displayed across the Digi-VUE Advertising Network no less than six updates per year. Additional charges will apply for content creation.

 

Inspection and Installation Steps:   

Inspection Checklist:   

Mounts: Flush Wall Mount Preferred. AUX wall mounts approved.
Bolts: Must be secure to studs or use Toggle Bolts for Dry Wall Mount. Mounts
       + Bolts Must Withstand 50 LBS of Downward Force.
Additional terms may apply for safety and convenience to maintenance.
Do not to mount above doorways.

Technical Account Manager performs inspection for the mounted Digital TV for accessibility.
Verify the Digital TV is clear of obstructions or clutter limits the service of hardware and software.
Verify the Digital TV mounts by carefully checking for loose mounting screws/bolts in the wall.  
Verify the Digital TV provides a clear view for others in the business to see the Membership Ads.
Verify the power source is clear of obstructions and accessible for connecting the hardware.
Verify the WiFi is available and connect with a WiFi enabled phone to test signal.
Verify the WiFi network name and password?

Installation Checklist:
Technical Account Manager follows up with Account Manager that inspection did PASS
Sales Account manager would confirm inspection and did PASS with business owner
If FAIL, Account Manager communicates to business owner why and what action to take to PASS
If PASS, Account Manager communicates to business owner a DATE to install and configure hardware
Technical Account Manager confirms date for installation and communicates completion.
Sales Account Manager follows up with business owner for installation and working digital sign. 

 

ADVERTISING TERMS AND CONDITIONS

This Website Advertising Terms and Conditions Agreement (the “Agreement”) governs the advertising on and use of the Digi-VUE Advertising Digital Ad Networks, Digital signage, Digi-VUE Advertising print products Digi-VUE Advertising 3rd Party Vendor partners, Digi-VUE Advertising Social media networks – like and share campaigns – social media ad buys, product placements, Digi-VUE Advertising WiFi host location website(s) (the “Sites”) by advertisers (“Advertiser”)(such advertising and use, “Advertising Services”). Advertising on any of the Sites constitutes Advertiser’s and Advertiser’s agency’s acceptance of this Agreement. References in this Agreement to “we”, “us”, or “DVA” refer to Digi-VUE Advertising Inc. References in this Agreement to “you” and “your” refer to Advertiser and its agency, if any. We reserve the right to amend this Agreement at any time by posting an updated version. Advertiser should therefore periodically visit this page to review the then-current Agreement. Advertising on any of the Sites and/or media platforms after our posting of amendments to this Agreement will constitute Advertiser’s acceptance of this Agreement, as modified. Advertiser agrees to be bound by our Standard Terms and Conditions located at http://www.DigiVUEAdvertising.com/terms/tandc/ and the privacy policy located at http://www.DigiVUEAdvertising.com/privacy/, which are also made part of this Agreement and are hereby incorporated by reference. If, at any time, Advertiser does not wish to accept this Agreement, then Advertiser may not advertise on any of the Sites and cancel their Order in accordance with the cancellation terms.

DISPLAY FOR ADVERTISEMENTS

All advertisement is subject to our prior approval. We have the right in our sole and absolute discretion to reject or cancel any advertisements at any time for any reason. In the event we cancel an advertisement not in connection with a breach of this Agreement by Advertiser then Advertiser shall be responsible for advertising fees through such cancellation. Digi-VUE Advertising is not responsible for errors or omissions in any advertising materials provided by Advertiser or its agency. Unless otherwise agreed by DVA and Advertiser in writing, DVA shall have the right to insert the advertising in various areas of the Sites in DVA's sole discretion. You grant DVA a limited license to store, transmit, reproduce, distribute and display your advertisements to the extent necessary for DVA to provide the Advertising Services to you.

PAYMENTS

All advertising accepted on a credit basis must be prepaid. Credit terms applicable to any Advertiser or its agency are solely within our discretion and may be changed or discontinued by us at any time. In the event that Advertiser fails to make payment as and when due, we may immediately cancel all orders for advertising. We reserve the right to hold Advertiser and its advertising agency jointly and severally liable for such monies as are due and payable to us. Our advertising rates are subject to change without notice. Special clauses and insertion orders or contracts are not accepted if relating to our legal liability. In the event Digi-VUE Advertising does not receive payment or Advertiser or its agency otherwise breach the terms of this Agreement, Advertiser and/or its agency shall pay all of DVA costs and expenses in connection with enforcement and/or collection proceedings including attorneys’ fees. Advertising fees are non-refundable unless the advertisement is cancelled prior to the commencement of the advertising campaign, which is defined as the moment the advertisement is first published on the Internet. Advertiser and its agency agree to pay any federal, state or local tax or other charges which may be imposed on any of their advertisements, or any products or services offered, sold, or licensed through the advertisements or the Advertiser’s website, in addition to fees charged by us.

GENERAL REQUIREMENTS

  1. All advertisements placed on the Sites are governed by the following conditions: • Advertisements must not be false, misleading, fraudulent or deceptive. • Advertisements must clearly represent the company, product or brand that is being advertised. • Advertisements must not include unsubstantiated claims, including but not limited to prices, discounts or product availability. • Advertisements must comply with all applicable laws and required or recommended industry codes, guidelines, licenses and approvals. • Advertisements must include all applicable, required or recommended disclaimers, notices and warnings. • Advertisements cannot include any content that infringes upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary right. • Advertisements may make limited references to the Sites in its title, body or image but cannot imply any endorsement of the product, service or advertisement destination by the Sites or Digi-VUE Advertising. • Advertisements cannot use the Sites or Digi-VUE Advertising logos, icons or any of our other trademarks. • Advertisements cannot require viewers to click on the advertisement to submit personally identifiable information (such as name, date of birth, phone numbers, physical addresses or email addresses) on the landing page or in the advertisement, except to enable an e-commerce transaction and where the advertisement and landing page clearly indicate that a product is being sold. • Any targeting of advertisements based on a user attribute such as age, gender, location or other user attribute, must be directly relevant to the offer and cannot be done by a method inconsistent with our privacy policy. • Advertisements cannot offer incentives to viewers for clicking on the advertisement, for submitting personally identifiable information (such as name, date of birth, phone number, physical addresses or email addresses) or for performing any other tasks.  • Advertisements which receive a significant amount of negative user feedback or are otherwise deemed in violation of our community guidelines or other applicable policies will not be permitted.
  1. Advertisement text must be grammatically correct, use correct spelling and punctuation, contain proper sentence structure, include grammatically correct spacing and be written in complete sentences. Advertisements cannot include excessive repetition (such as “buy, buy, buy”), excessive capitalization (such as “FREE”), repeated and unnecessary punctuation or symbols (such as “Buy now!!!”) or incorrect capitalization (such as capitalizing The First Letter Of Every Word in a sentence). The use of all symbols, numbers or letters must adhere to their true meaning and exclamation points cannot be used in the title of any advertisement.
  2. Unless authorized by Digi-VUE Advertising, your advertisements may not display user data — such as users’ names or profile photos — whether that data was obtained from us or otherwise. You may not use user data you receive from us or collect through running an advertisement, including information you derive from your targeting criteria, for any purpose outside of the Sites without user consent. You may not give data you receive from us to any third party, including advertising networks.

  3. You cannot create or manage multiple Site accounts for advertising purposes unless given permission by us to do so. You cannot programmatically automate the creation of accounts or advertisements unless given permission by us to do so.

  4. Advertisements containing prices, discounts and free offers advertisements cannot be deceptive or fraudulent about any offer made. If an advertisement includes a price, discount or ‘free’ offer the following conditions apply: • The destination URL for the advertisement must link to a page or phone number that clearly and accurately offers the exact deal the advertisement has displayed; • The advertisement must clearly state what action or set of actions is required to qualify for the offer.

  5. Advertisements for subscription services are any service or any site that induces a user to sign up for recurring billing of a product or service, including but not limited to sites that promote the downloading of ringtones, games or other entertainment (“Subscription Services”). The advertisement of Subscription Services must comply with the following conditions: • The advertisement must clearly state what action or set of actions is required to qualify for the offer. If the user must subscribe to a service, the service and offer requirements must both be stated in the advertisement. • The recurring subscription must be consistent with what is promoted in the advertisement copy. • At a minimum, the promoted website must clearly and accurately display the price and billing interval (such as per week or once per month) on the landing page as well as on any page that prompts a user for personally identifiable information (such as name, date of birth, phone number, physical addresses or email addresses) or billing information (including, but not limited to, mobile phone number or credit card number). • If users sign up for the service by transmitting a code by text message, the price and billing interval must be clearly and prominently displayed beside the code. • If the service is a subscription, the website must provide a prominent opt-in checkbox or other clear mechanism indicating that the user knowingly accepts the price and subscription service. This should be on the first page where the user enters personal data, and the user should not be able to proceed without opting in. • All of the foregoing items should be located in a prominent place on your webpage, as determined by us in our sole discretion, and should be easy to find, read and understand.

  6. When you place an advertisement on the Sites, you can choose a landing page (destination URL) that the user will be directed to when they click on the copy or image content. All landing pages must abide by the following conditions: • The content on the landing page must directly relate to the copy and image content of the advertisement. Any products or services promoted in the advertisement must be directly available on the landing page. • Where an advertisements contains a URL or domain in the copy the landing page must be the same URL or domain. • Landing pages cannot generate a pop-up (including “pop-overs” and “pop-unders”) when a user enters or leaves the page. • Landing pages cannot use “fake” close behavior (ie. when a user clicks the ‘close’ icon on the page, the page should close down and no other behavior should result). • Landing pages cannot emulate features of any of the Sites or otherwise be designed to appear as original Site content. • Landing pages cannot utilize “mouse trapping” whereby the advertiser does not allow users to use their browser “back button” and traps them on their site and/or present any other unexpected behavior (for example, navigation to another advertisement or page). • Landing pages cannot contain or link directly or indirectly to a site that contains spyware/malware downloads, whether initiated automatically or manually by the user, or other auto-initiated downloads. • Landing pages cannot collect, or facilitate the collection of, demographic and usage information from a user’s computer without the user’s express consent. • Landing pages cannot collect or request Site usernames or passwords. • Landing pages cannot proxy Site usernames or passwords for the purpose of automating logins to the Sites; • Landing pages cannot contain, facilitate or promote any software that results in an unexpected user experience, including but not limited to software which: (i) “sneaks” onto a user’s system and performs activities hidden to the user, (ii) may alter, harm, disable or replace any hardware or software installed on user’s computer without express permission from the user, (iii) is bundled as a hidden component of other software whether free or for a fee, (iv) automatically downloads without the our express prior approval, (v) presents any download dialogue boxes without a user’s express action, or (vi) may violate or infringe upon the intellectual property rights of any third party, including copyright, trademark, patent or any other proprietary right.

  7. Prohibited content advertisements cannot contain, facilitate, promote or reference any of the following: • Offensive, profane, vulgar, obscene or inappropriate language; • Obscene, defamatory, libelous, slanderous and/or unlawful content; • Insulting, harassing or threatening content; • Dating sites, services or related content; • Gambling, including without limitation, any online casino, sports books, bingo or poker; • Scams, illegal activity or chain letters; • ‘Spam’ or other advertising or marketing content that violates applicable laws, regulations or industry standards; • Contests and sweepstakes unless given permission by the us to do so; • Get-rich-quick and other money-making opportunities that offer compensation for little or no investment, including “work from home” opportunities positioned as alternatives to part-time or full-time employment or promises of monetary gain with no strings attached; • Adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual or provocative images; • Adult friend finders or dating sites with a sexual emphasis; • Adult toys, videos or other adult products; • Uncertified pharmaceutical products; • Spy cams or surveillance equipment; • Web-based non-accredited colleges that offer degrees; • Inflammatory religious content; • Politically religious agendas and/or any known associations with hate, criminal and/or terrorist activities; • Content that exploits political agendas or uses “hot button” issues for commercial use regardless of whether the advertiser has a political agenda; • Hate speech, whether directed at an individual or a group and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity or language of such individual or group; • Content that advocates against any organization, person or group of people, with the exception of candidates running for public office; • Content that depicts a health condition in a derogatory or inflammatory way or misrepresents a health condition in any way.

  8. We may refuse advertisements at any time for any reason, including without limitation, that we deem a business model or practice unacceptable, that they promote competing products or services, that they negatively affect our relationship with our users or the businesses or events featured on the Sites or that they are contrary to our advertising business philosophy.

PROMOTIONS

Sometimes we offer advertising promotions under the following terms: 

  • There may be a limited supply of available advertising spots.
  • We reserve the right to delay or modify an order to accommodate clients that pay our full rate. 
  • We reserve the right to deny an order for any reason. We reserve the right to cancel a promotion at any time.

OWNERSHIP

The entire content and materials contained within the Sites (the “Content”), including, but not limited to, audio, video, images, text, user interface, scores, logos, the selection and arrangement of the Sites and other intellectual property (the “Content”) are owned by or licensed to DVA to the fullest extent under the copyright laws of the United States and other countries. Images of people or places displayed on the Sites are either the property of, or used with permission by DVA. You may not reproduce, republish, transmit, upload, distribute, copy or publicly display any of the Content without our prior written consent. We neither warrant nor represent that your use of materials displayed on the Sites will not infringe rights of third parties not owned by or affiliated with DVA. We may redesign the Sites or media platforms in our sole discretion at any time.

DigiVUEAdvertising.com, and Digi-VUE Advertising LLC. All other trademarks, logos and service marks (those of DVA and third parties, collectively, the “Trademarks”) appearing on the Sites are Trademarks of their respective owners, whether or not appearing in large print or with a trademark symbol. Nothing contained on the Sites or this Agreement should be construed as granting you any license or right to use any Trademark displayed on the Sites without the written permission of its respective owner. Your use of the Trademarks displayed on the Sites, or any other content on the Sites, except as provided in this Agreement, is strictly prohibited.

COMPLIANCE WITH LAWS/REGULATIONS

All advertisements are accepted and made available on the Sites upon your warranty that you are authorized to make available on the Sites the entire contents and subject matter of the advertisement and that such advertisement will not violate any law or infringe upon any right of any party. You are required to comply with all applicable laws and regulations in connection with your use of the Sites and your advertising on the Sites (including without limitation, laws relating to user privacy and the gathering, storage and usage of personally identifiable information collected from end users of the advertisements) and such further limitations as may be set forth in any written or on-screen notice from us. By using the any of the Sites or advertising on any of the Sites, you represent and warrant that you will not use the Sites for any purpose that is either unlawful or prohibited by this Agreement. If Advertiser or its agency becomes aware of a suspected or actual breach of security or unauthorized access affecting personally identifiable information, Advertiser or its agency will notify DVA as soon as possible and take all action necessary and required to address the breach.

DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, DVA DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, ASSOCIATED WITH ADVERTISING AND RELATED SERVICES PROVIDED ON THE SITES, ADVERTISER’S USE OF OR PARTICIPATION IN THE ADVERTISEMENT SERVICES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION: (A) EXPRESS OR IMPLIED WARRANTIES; (B) WARRANTIES ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE; (C) WARRANTIES OF UNINTERRUPTED OPERATION WITHOUT ERROR; (D) IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES; AND (E) EXPRESS OR IMPLIED WARRANTIES RELATING TO THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY AND/OR PERFORMANCE OF THE ADVERTISING SERVICES. ADVERTISING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. WITHOUT LIMITING THE FOREGOING, DVA DOES NOT GUARANTEE ANY GIVEN LEVEL OF CIRCULATION, DISTRIBUTION, NUMBER OF IMPRESSIONS, AMOUNT OF CLICKS, REACH OR READERSHIP FOR ANY ADVERTISEMENT.

LIMITATION OF LIABILITY

IN NO EVENT SHALL DVA BE LIABLE FOR ANY ACT OR OMISSION, OR ANY EVENT DIRECTLY OR INDIRECTLY RESULTING FROM ANY ACT OR OMISSION OF ADVERTISER OR ANY THIRD PARTIES (IF ANY). IN NO EVENT SHALL DVA BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF DVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. AGGREGATE LIABILITY TO ADVERTISER AND ITS AGENCY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE LESSER OF (A) THE AMOUNT PAID TO DVA BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM AND (B) $100. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

INDEMNIFICATION

In consideration of the placement of advertisements on one or more of the Sites, Advertiser and its agency, if any, shall jointly and severally indemnify, hold harmless and, at DVA’s sole and exclusive discretion, defend, DVA, and its subsidiaries, affiliates, owners, directors, officers, agents, and employees, (“Indemnified Person(s)”) at all times from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Advertiser’s advertisements on the Site(s), your website(s) and links to your website(s), and your breach of any term or condition of this Agreement. The indemnifying party may not agree to any settlement that imposes any obligation or liability on an indemnified entity without that entity/party’s prior express written consent.

CONFIDENTIALITY

The financial and other terms of the Advertising Services provided hereunder are confidential and shall not be disclosed by Advertiser or its agency to any third party.

CHOICE OF LAW AND FORUM

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. You expressly consent and agree to submit to the exclusive jurisdiction and venue of the United States District Court, District of California or, for matters not susceptible of adjudication in the federal courts, the courts of the State of California located in Los Angeles County, in all disputes arising out of or relating to the use of the Sites and/or media platforms, the Advertising Services or this Agreement.

SEVERABILITY AND INTEGRATION

This Agreement constitutes the entire agreement between you and us and governs your use of the Advertising Services, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. This agreement may be modified only by our posting on the Sites changes to this Agreement, or by a subsequent writing signed by us.

NO WAIVER

Our failure to enforce any provision(s) of this Agreement or to respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.

MISCELLANEOUS

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Advertising Services. Nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Advertising Services or information provided to or gathered by us with respect to such use. 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. Advertiser and agency may not resell, assign or transfer any of Advertiser’s rights hereunder.

TERMINATION

We reserve the right, in our sole discretion, to terminate this Agreement and your access to all or part of the Sites and/or Advertising Services, with or without notice and with or without cause. The provisions of this Agreement will survive the termination of your access to the Sites and Advertising Services.

NOTICES

At our option, we may give notices to users of the Advertising Services by posting a message on the Sites, by electronic or conventional mail or by any other means by which users obtain actual knowledge thereof. Any notices you give to us must be by electronic or conventional mail. Any notices you send to us by electronic mail must be sent to admin@DigiVUEAdvertising.com . Notices to us by conventional mail must be sent to: Digi-VUE Advertising Inc. 1007 West Ave. M14#D Palmdale Ca. 93551. Any notice by you to us will not change the terms of this Agreement unless the change is expressly accepted in writing by one of our authorized officers.

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April 17, 2024

 

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Signed by Joshua Ginsberg
Signed On: November 17, 2021


Signature Certificate
Document name: Digi-VUE Advertising Membership Agreement
lock iconUnique Document ID: 66eaa0780f98789a72af171d6274ca5eeb017452
Timestamp Audit
December 9, 2020 3:35 pm PDTDigi-VUE Advertising Membership Agreement Uploaded by Joshua Ginsberg - digivue.ad.inc@gmail.com IP 104.182.56.82