ZDIGITAL TERMS of Service

These terms of service constitute a binding agreement between ZDigital and you as a client, and apply to all services provided by ZDigital to you, including but not limited to Internet marketing and website design services. References to "we", “us”, "our", and "ZDigital" refer to ZDigital, LLC. References to "you" and "your" refer to the recipient of ZDigital, LLC's Internet marketing and website design services, including the recipient's successors and assigns.

Thank you for your interest in using ZDigital’s marketing services (the "Service") operated by ZDigital, LLC. These Terms of Service (the “Terms”) govern your use of the Service, your use of any software that ZDigital makes available to users of the Service (the “Software”), and your use of the ZDigital Web site currently located at www.ZDigital.com (the “Site”). In these Terms, the Service, the Software and the Site are collectively referred to as the “ZDigital Network”

Please read these Terms carefully. By using the ZDigital Network, you are acknowledging that you have read and understood, and agree to be bound by, these Terms. If you do not agree to these Terms, you may not use the ZDigital Network. The ZDigital Network may be accessed from certain third-party Web sites. Your use of such third-party Web sites may be subject to applicable terms of service that are different from these Terms.

1. CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT. We will not disclose any confidential information relating to your company or its online advertising campaigns.

2. LIMITATION OF LIABILITY. To the extent permitted under applicable law, in no event will ZDigital or its officers, employees, directors, shareholders, subsidiaries, affiliates, agents, or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any statutory, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, attorneys’ fees and costs, profits, goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from your (or anyone using your accounts) use of the ZDigital Network. If either party is unable to perform any obligation under this agreement, either party will have no liability for inability to supply the service.

3. TERMINATION. Either party may terminate this service at any time for any reason by giving 30-day notice to the other party in writing.

4. ASSIGNMENT. You agree not assign, resell, sublease or transfer the Service (or any part thereof), or any rights or obligations under the terms of this agreement without the prior written consent from ZDigital.

5. PRIVACY. ZDigital is committed to protecting your privacy. For to view our privacy policy, please visit www.zdigital.com/privacy-policy

6. LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California and the Federal Laws of the United States of America. Actions relating to this Agreement, including but not limited to its interpretation, application or existence shall be brought in San Diego County, California and Client irrevocably consents to the jurisdiction of such courts.

7. COPYRIGHT INFRINGEMENT NOTICE PROCEDURE (a) Copyright Infringement Notification. ZDigital respects the intellectual property rights of others. Upon proper notice, ZDigital will remove any content that violates copyright law, suspend access to the ZDigital Network (or any portion thereof) to any user who uses the ZDigital Network in violation of copyright law, and retains the right at its sole and exclusive discretion to terminate the accounts of repeat infringers.Pursuant to Title 17 of the U.S. Code, Section 512, ZDigital has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your work has been copied in a way that constitutes copyright infringement, please send ZDigital’s copyright agent a notification of claimed infringement with all of the following information: (i) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (ii) identification of the claimed infringing material and information reasonably sufficient to permit ZDigital to locate the material on the ZDigital Network; (iii) information reasonably sufficient to permit ZDigital to contact you, such as an address, telephone number, and, if available, an e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) your physical or electronic signature. Please provide us with a notice that includes all of the above enumerated information (“Notice of Infringement”) mail it to the following ZDigital copyright agent: ZDigital Copyright Agent ℅ ZDigital, LLC 543 Encinitas Blvd, STE 101 Encinitas CA 92024

8. EXCLUSIONS AND LIMITATIONS. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent ZDigital may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of ZDigital’s liability shall be the minimum permitted under such applicable law.

9. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless ZDigital, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys fees and costs) that they may incur as a result of or arising from (a) any information (including, without limitation, your User Submissions, Feedback, or any other content) you (or anyone using your account) submit, post, or transmit on or through the ZDigital Network; (b) your (or anyone using your accounts) use of the Service and the ZDigital Network (including; without limitation, any and all purchases) (c) your (or anyone using your account’s) violation of these Terms; or (d) your (or anyone using your accounts) violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity or the Americans with Disabilities Act and any other applicable accessibility laws or regulations whether State or Federal. ZDigital reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with ZDigital in asserting any available defenses.

10. CANCELLATION. In order to protect you, to cancel your service, you must contact ZDigital directly via telephone at (760-983-2844) so we can authenticate that you are the accounts authorized user. Cancellation requests must be verbally communicated to ensure cancellation is by the authorized user.

11. MODIFICATIONS TO TERMS. ZDigital may, in its sole and absolute discretion, change these Terms from time to time. In case of any material change to these Terms, we will replace the “Terms of Service” link on our home page with a link entitled “Terms of Service: Updated” for no less than 30 days. All changes to the Terms or the Privacy Policy will be effective when posted, and your continued use of the Service after the posting will constitute acceptance of, and agreement to be bound by those changes. If you object to any such changes, your sole recourse shall be to cease using ZDigital Services.

12. You agree to allow ZDigital permission to set up recurring payments for monthly management fees to the credit card you provided. Monthly management fees are billed in advance for each month of service and are separate from Set Up Fees and will be charged monthly until you request cancellation.

13. Actual costs from third-party advertisers, if applicable (i.e. Google, Facebook, etc.), must be paid by you and directly to the advertiser(s). You agree to establish and manage a billing relationship directly with the third-party advertiser(s).

14. ZDigital retains the right in its sole and exclusive discretion to suspend service and/or access to service if it believes that there may be a security breach.

15. In the event that ZDigital assists you in creating an account with any third party entity, (websites, advertisers or other entity), you agree that any privacy policies, terms, conditions, and/or legal agreements of any kind are agreements between you and the third party and not between ZDigital and the third party.

16. In the event of a domain modification, transfer or forwarding, you are responsible for responding to communications made by ZDigital in an effort to modify or transfer domains. ZDigital is not liable for any loss of email or any delays that may be caused by domain modifications or transfers. When authorizing the transfer of a domain, you are still the owner of the domain. It is your responsibility to renew the domain name. If you fail to follow the instructions given to assist in the transfer, your domain will remain with your current registry. Only the DNS will be modified to point your domain to your ZDigital web site. Domain Purchases are non-refundable and subject to availability.

17. ZDigital is not responsible for the renewal of domain names. Maintenance and renewal of domain names is your responsibility.

18. Once a website is created and published and 30 days have elapsed, no refunds will be given on set up and design fees. (Even if the site is published on a temporary domain or with partial or default content)

19. You are responsible for providing all content that will be posted on and used in connection with your site. Stock photos and graphics may be used until you submit photos or other content. You should take reasonable care and act with reasonable diligence in securing and providing your own content for posting. ZDigital is not responsible for reviewing and/or evaluating the content provided by you for your site for compliance with accessibility standards including the WCAG 2.1 AA, any future iterations of WCAG and/or the future codification of formal accessibility standards or regulations for websites.

20. ZDigital shall be the owner of the copyright with respect to any pre-written content that we provide for your website. ZDigital makes no representations as to whether the content it authors or provides complies with relevant accessibility standards including the WCAG 2.1 AA, any future iterations of the WCAG and/or the future codification of formal accessibility standards or regulations for websites.

21. You will be the owner of the copyright with respect to text that you author and submit for your website. You unconditionally represent and warrant that you are the owner, assignee or authorized user of any and all copyrights or trademarks with respect to the content that you post to your website. This includes, without limitation, text, images, photographs and graphic designs. We are not responsible for verifying your ownership of such rights. You agree to hold harmless, protect and defend ZDigital from any claim or suit arising from the use of such elements you provide for or post to the website.

22. ZDigital makes no representations or warranties as it relates to the level of accessibility of its websites and, specifically, whether its websites comply with the Web Content Accessibility Guidelines (WCAG) 2.1 standards. The landscape of digital accessibility is an ever-changing one and ZDigital strongly recommends that you evaluate how it applies to your website and what you can do to make your website meaningfully accessible to the disabled community. In no event will ZDigital, LLC or its subsidiaries, affiliates, directors, officers, agents, contractors, partners, affiliates, employees, contractors, co-branders, advertisers, and other partners be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data or other intangible losses resulting from a claim against you for a purported accessibility laws and/or regulations of any kind.

23. All services offered by ZDigital are to be used lawfully. This includes any federal, state, and local laws; as well as the rules of the acceptable use policies for the Internet as a whole.

24. ZDigital will not be responsible for lost data, lost profits, opportunity costs or other consequential damages, or for any damages suffered or revenues lost through the use of our services or for loss of service due to network outages, regardless of cause (including but not limited to: human error, hardware failure, software failure, or telephone company or ISP outages). ZDigital’s liability for any claims whatsoever, whether arising in tort or contract, including claims based on design, error, omission, negligence, defect, failure to maintain service, discrimination or any other claim shall not exceed the contract price herein.

25. ZDigital may, from time to time, deliver, offer, integrate or utilize products, software and/or services provided by a third party provider. ZDigital makes no representations about the suitability of any third party products or services for any purpose.

26. If you are delinquent on any payment, ZDigital may deactivate a website or software service without notice. If your account is delinquent, you agree that ZDigital may communicate this delinquency to you via email.

27. If you have paid for services by credit card, and you do not provide ZDigital with an updated credit card expiration date, and the card expiration date lapses, you agree to allow ZDigital to extend the expiration date by 2 years.

28. Cancellations: You, or your authorized representative, must make any cancellation request for your recurring services. ZDigital will not be required to acknowledge cancellation requests from unauthorized parties. In order to cancel service, you must contact ZDigital Customer Service via telephone at (760) 983-2844. All cancellation requests must be verbally communicated directly to a ZDigital Manager. Requests received after the client’s billing due date forfeit the opportunity for reimbursement for that month and instead, service will be terminated the following month.

29. You agree to accept notices delivered via e-mail from ZDigital regarding service, Terms of Service, billing and marketing-related issues.

30. Client will support ZDigital’s staff by returning calls and or emails as needed.

Accessibility Statement

We are committed to providing a website that is accessible to and usable by the broadest possible audience including those with communication disabilities. We remain committed to materially complying with the Web Content Accessibility Guidelines (WCAG) 2.1 AA of the World Wide Web Consortium (W3C). We recognize that website accessibility, and specifically, the WCAG 2.1 AA is evolving and we continue to monitor new developments and make modifications as are necessary.

Should you have any questions about our accessibility policy or have issues accessing our website for any reason, please contact us either via phone at 760-983-2844 or via email at support@zdigital.com.