Last Updated: September 15, 2023

The following terms and conditions govern all use of the DigiProSEO.com website and all content, services, features, activities, and products available at or through the website, including, but not limited to, DigiProSEO, mobile sites, and applications (collectively, the “Services”). The Services are owned and operated by Irving Enterprise, LLC. (“DPS”, DigiPro, “us” or “we”). Please carefully review these Terms & Conditions which, together with DigipProSEO’s Privacy Policy and Copyright or Intellectual Property Infringement Notification Policy, which policies are incorporated by reference herein in their entirety, constitute a legally binding agreement between you and DigiProSEO that conditions your use of the Services (this “Agreement”). By using or accessing the Services, you agree to be 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 or use the Services. The Services are available only to individuals who are at least 16 years old.

1. Online Advertising and Marketing Services

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

DigiProSEO uses reasonable efforts to provide these services to you; however, all services provided depend on innumerable factors and market variables that are outside of DigiProSEO’s direct control. For these reasons, all services offered are not guaranteed and are offered “as-is”. Where you decide to use any services offered by us or our Platform(s), you agree that we make no guarantees including but not limited to web placement, rankings, or any profits. You understand that the services offered may have variance, be inexact, cause negative effects, or be otherwise incorrect. An increase in search engine ranking, increase in business, or any other associated benefits are neither implied nor guaranteed. Website rankings or results may vary by region, search engine, or fluctuate based on factors outside of our control. Due to the nature of our services, you agree:

• DigiProSEO is not responsible for any changes made to a user’s website that adversely affects the search engine rankings of the user’s website.
• DigiProSEO has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future and user may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
• DigiProSEO cannot and does not guarantee any position change, fixed position, or position increase for any keyword, phrase, or search term.
• DigiProSEO makes no representations as to any profits or increased business as related to a user’s use of the services.
• DigiProSEO has no control over any actions or inaction by any search engines related to a user’s website or a website’s ranking.

You agree to release us from any liability that we may incur for providing you any services offered by us or our via Platform(s). You agree that any service or any other information found on our Platform(s) may be inaccurate, unsubstantiated or possibly even incorrect. You agree to release us from any liability that we may have to in relation to your use of our Platform(s).

2. Advertising Material

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

3. Unacceptable Practices

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

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

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

4. Non-Disclosure

The DigiProSEO agrees to keep all information learned as part of the project confidential, and vice versa.

You grant a DigiProSEO limited rights to use any materials you share to do the work defined in your contract, but you retain the intellectual property rights. When the project wraps up, or on your request, company agrees to return or destroy your materials.

Once paid in full, the company retains no rights to use it — any intellectual property the project has generated becomes your property. The exception is any background technology that’s out of company’s hands.

5. Fees

You agree to pay DigiProSEO monthly fees to cover the cost of placing and managing your online advertising & marketing services program up to an amount not to exceed what is stated in your most recent DigiProSEO Contract. DigiProSEO may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time upon notifications. All monthly fees are due at the beginning of each calendar month.

All credit card payments require a 3% processing fee. If an account becomes past due, all campaign activities will be paused until payment is made and the account is current. At 60 days past due, the account is to be handed over to collection.

DigiProSEO has the right to charge incremental media markup fees on any media accounts up to 50% to cover the additional cost of placing media.

6. Payment

The Client agrees to pay DigiProSEO compensation for the Services agreed upon between the Client and the Company as set out in this agreement and defined in the contract. Payments shall be made in full on the first of each month to the Company before any Services are provided. Marketing and advertising programs may be paused if payment has not been made by payment due date.

7. Refunds

As we offer online services, we cannot offer refunds for any Paid Subscriptions or any paid services. Please be aware that all purchases are final. However, DigiProSEO wants you to be satisfied with our services and if you are dissatisfied with any of our services, please contact us within thirty (30) days of receiving your order report. Once we have received your communication, we will communicate with you to understand your concerns and will assist in rectifying any dissatisfaction caused by our services. Please note, with our PPC Management service: while our attempts to rectify anything applies to the management fee, we are unable to offer refunds for any ad spend paid to Google or other platforms where paid advertising takes place. Once ad spend payments are made, they are final.

8. Term

The DigiProSEO contract is effective on the written agreed upon date. The contract is continuing unless terminated by either party with a 30 day written notice.

9. Representations and Warranties; License and Grant of Rights

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

10. Indemnification

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

11. No Guarantees

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

12. Disclaimer of Warranties

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

13. Limitation of Liability and Applicable Law

The maximum aggregate liability DigiProSEO may have to you will be limited to the total amount of fees collected from you. DigiProSEO will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by DigiProSEO. This agreement shall be governed and construed by the laws of the State of New York. Any claims against this agreement must be made within 6 months from the date of the subject of the claim, and must be made in writing to: DigiProSEO, 113 South 12th Ave, Mount Vernon, NY 10550 Attention: Kemar Irving. Should a claim arise, you agree to waive a trial by jury and to first seek a resolution by arbitration in Westchester County, NY using a mutually agreed upon member of the American Arbitration Association.

14. Force Majeure

Neither you nor DigiProSEO will be in breach of its obligations under these Terms and Conditions of Service (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or services, technical failure or difficulties, problems or interruptions of the internet, or any other cause not within the reasonable control of either party.

15. Assignment

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

16. Miscellaneous

This Terms and Conditions of Service represent the parties’ entire agreement with regard to DigiProSEO’ provision of services. Agreement with these terms and conditions is upon signature of DigiProSEO’s Contract, and it will be binding upon you and your successors.

17. Authority

The person signing the Contract certifies that (s)he is lawfully authorized to purchase services on behalf of your company.

18. Effective Upon Execution

Terms and Conditions are binding on both parties on the date the Statement of Work is signed and/or payment is made.

19. DigiProSEO Partner Program

As this program is meant to help clients build up their brand at the expense of DigiProSEO, under this program DigiProSEO reserves the right to retain any marketing related assets at any point in time. If the client wishes to continue marketing they will have to pay any fees evaluated by DigiProSEO, which is outside the discounted monthly fee.

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