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General Terms and Conditions of Service

These General Terms of Service (“Terms”) apply to all online products and services (collectively, “Services”) that Higher Images, Inc. and its affiliates (collectively, “Higher Images”) provides to its clients (“you”) pursuant to your agreement with Higher Images (your “Agreement”). In the event of a conflict between these Terms and your Agreement, the provisions of your Agreement control.

Additional terms, applicable to a particular Service (“Additional Terms”), are incorporated as part of these Terms, and can be reviewed here: 

In addition, the Services may interact with or rely on third party licensors or providers. The Services are subject to such third party provider terms and conditions.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY. 

  1. Account Registration. To use the Services, you must be registered with Higher Images, which information may include, but is not limited to, your name, e-mail address, and, if applicable, a password. If any Services are fee-based, you may also be required to provide Higher Images a valid payment method and other billing information. You agree to promptly update account and payment information, as needed.  Higher Images may limit your access to one or more Services until Higher Images is able to verify your account registration information.
  2. Account Representations. By registering an account and using the Services, you:
    1. agree that all information you submit will be true, accurate, current, and complete and that you will maintain the accuracy of such information and promptly update such registration information as necessary; 
    2. agree that you are responsible for providing timely information, approvals, and access to accounts or resources as required by Higher Images to deliver the Services, and that Higher Images will not be liable for delays caused by your failure to meet these obligations; and 
    3. represent and warrant that: (i) you have the legal capacity to and agree to comply with these Terms; (ii) you are not under the age of 13; (iii) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (iv) you will not access the Services through automated means, whether through a bot, script, or otherwise; (v) you will not use the Services for any illegal or unauthorized purpose; and (vi) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete or otherwise breach these representations, Higher Images will have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

3. Security of Account Access Information. You may not share your account information, including, but not limited to, your user name password, with any third party and are solely responsible for keeping your account information secure. 

You are solely responsible for maintaining the security of your account information, including implementing and updating any security measures, and for any and all use that occurs under your account, and you will be responsible for any breach of these Terms by your affiliates, agents or subcontractors and will be liable as if it were your own breach. You must notify Higher Images immediately of any breach of security or unauthorized access to or use of your account or your Services or any other breach of security. In any event, Higher Images is not responsible for any unauthorized access to or use of your account.

Higher Images may suspend or disable your account if it believes that your account has been compromised. Notwithstanding the foregoing, Higher Images will not be liable for any loss or damage you suffer as a result of your failure to maintain the security of your account information. 

4. Modification of Services. Higher Images reserves the right to change, modify, or remove the contents of the Services and to modify or discontinue all or part of the Services at any time or for any reason at Higher Images’s sole discretion without notice. Nothing in these Terms will be construed to obligate Higher Images to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith. 

You agree that Higher Images has no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of any of the Services. By way of clarification, and not limitation, Higher Images will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

5. License. You are granted a limited, non-sublicensable, and non-transferable license (i.e., a personal and limited right) to access and use the Services for your business use only. This license does not authorize you to engage in any of the following: (a) reselling the Services; (b) modifying or otherwise making any derivative uses of the Services, or any portion of them; or (c) making any use of the Services except for their intended purposes. Any use of the Services except as specifically authorized in these Terms without the prior written permission of Higher Images is strictly prohibited and may violate intellectual property rights or other laws. By way of clarification, and not limitation, you may not publish any results regarding the Services to a third-party without prior express written consent from Higher Images.

You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, or use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

You further agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

6. Services not Exclusive. Higher Images reserves the right to provide Services to your competitors and makes no promise of exclusivity.

By using the Services, you consent to Higher Images using any and all data obtained through your use of the Services for its internal purposes, including, but not limited to, for improving the Services, developing new features, and benchmarking purposes. 

7. Restrictions on Use of Services. By using any of the Services, you agree that you will not and will not:

(a) use, or authorize or facilitate any attempt by another person to use, the Services to transmit any content that is unlawful, harmful, threatening, hateful, racially or ethnically objectionable abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Higher Images, in its sole discretion;

(b) in the use of the Services, violate any federal, state, local, or international laws or regulations applicable in your jurisdiction (including, but not limited, to intellectual property laws) and will not authorize or facilitate others to engage in such conduct;

(c) invade the privacy of any person, including, but not limited to, posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age);

(d) harvest or otherwise collect non-public information about another user obtained through the the Services (including, but not limited to, email addresses), without the prior written consent of the holder of the appropriate rights to such information;

(e) post unsolicited advertising or solicitations or unlawfully promote products or services; or

(f) promote, solicit, or participate in any multi-level marketing or pyramid schemes

This list is only representative of the conduct not permitted under these Terms and is not exhaustive.

8. Integrity of Services. You agree that you will respect the integrity of the Services, and will not:

    1. engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum;
    2. introduce viruses, worms, Trojan horses and/or harmful code to or otherwise attempt to disrupt or interfere with the Services;
    3. access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means; or
    4. work around, bypass, or circumvent any of the technical limitations of the Services, or use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

This list is only representative of the conduct not permitted under these Terms and is not exhaustive.

9. Liability for Use of Services. You are solely responsible and liable for all activity under your account. You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have access to your account). 

Higher Images is not liable for any liability, including for any damages of any kind, incurred as a result of any acts or omissions by you in using the Services.

10. Responsibility for Visitors and Users. Higher Images does not review content posted to or made available through the Services by users or anyone else Higher Images is not responsible for any use or effects of content or third-party websites. 

Please note that additional third-party terms and conditions may apply to content you download, copy, purchase, or use.

11. Intellectual Property Rights.

(a) Higher Images Intellectual Property. Unless otherwise indicated, the Services and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics available through the Services and the trademarks, service marks, and logos contained therein (collectively, the “Higher Images Intellectual Property”) are owned or controlled by Higher Images, licensed to Higher Images, or owned by their respective owners. You acknowledge and agree that the Higher Images Intellectual Property is protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. You specifically agree that these Terms do not confer upon you any interest in or right to use any Higher Images Intellectual Property without the prior written consent of Higher Images, which consent may be granted or withheld in its sole discretion. You further agree that you will not remove or alter any trademark, copyright, or other proprietary notice used on or in connection with the Services.

You understand that in the course of performing work for you, Higher Images may conceive or develop enhancements, discoveries, processes, methods, designs and know-how and agree that any such developed enhancements, discoveries, processes, methods, designs, and know-how, whether or not patentable, are and shall be the sole and exclusive property of Higher Images.

Likewise, any feedback you may provide Higher Images, including, but not limited to, images, words, ideas, knowledge, techniques, marketing plans, information, questions, answers, suggestions, emails comments, and the like shall be considered non-confidential and non-proprietary. In providing this material, you authorize Higher Images to use such material and any images, developments or derivatives thereof, according to Higher Images’s needs as determined in Higher Images’s sole discretion, including for public relations and promotion of the Services in the online and offline media, and all without requirement of any additional permission from you or the payment of any compensation to You. You also agree that (i) by submitting unsolicited ideas to Higher Images or any Higher Images representatives, you automatically forfeit your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to Higher Images or any Higher Images employees or representatives automatically become the property of Higher Images. You hereby assign and agree to assign all rights, title and interest you have in such feedback and ideas to Higher Images together with all intellectual property rights therein.

(b) Your Intellectual Property. Any materials or content you upload to the Services remain yours (if it was yours) and is your responsibility. Higher Images does not claim ownership of such materials or content.

You grant Higher Images a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, publish, create derivative works based on, and otherwise use any and all such materials and content. By way of clarification, and not limitation, Higher Images may use the rights granted under this license to operate, provide, promote, and market the Services.

You represent and warrant that you have all necessary rights in such materials and content to grant this license. You irrevocably waive any and all moral rights you may have in such materials and content in favor of Higher Images and agree that this waiver may be invoked by anyone who obtains rights in such materials through Higher Images, including anyone to whom Higher Images may transfer or grant (including by way of license or sublicense) any rights in the materials or content.

You grant Higher Images a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use your names, trademarks, service marks and logos to operate, provide, and promote the Services and to perform its obligations and exercise its rights under these Terms. This license will survive any termination of these Terms or the Services solely to the extent that Higher Images requires the license to exercise any rights or perform any obligations that arose during the term.

(c) Third party rights. In your use of the Services, you agree not to upload, download, display, perform, transmit, or otherwise distribute any materials or content in violation of any party’s copyrights, trademarks, patents, trade secrets, or other intellectual property or proprietary rights. You shall be solely responsible for any alleged infringement of any intellectual property rights caused by any content or materials uploaded to the Services using your account. The burden of proving that any content does not violate any intellectual property rights rests solely with you.

12. Ownership of Deliverables. Unless otherwise provided in your Agreement, any deliverables or other materials created for you by Higher Images will remain the sole and exclusive property of Higher Images. You are granted a non-exclusive, non-transferable, revocable license to use such deliverables only for your internal business purposes and otherwise agreed.

13. Third Party Content. Higher Images’s Services may allow you to import or link certain materials or content hosted on third-party websites into the Services or provide you access to materials or content provided by someone other than you (collectively, “Third Party Content”). Third Party Content isn’t owned by Higher Images, and thus if it is no longer available or accessible to a user, then those portions of Your creation that reference such Third Party Content will not work.

The Services may provide you with the ability to embed images, animations, videos, audio, fonts, and other content owned or provided by you or other third parties into the Services. The use of such Third Party Content shall be subject to the compliance with the provisions of these Terms and if applicable, the terms of use and/or end user license agreement provided by the third party owning or providing the Third Party Content.

Higher Images does not warrant that any content embedded in a website, either generated via automatic import, or placed manually by you, is licensed for use in your jurisdiction. You are responsible for ensuring you have the appropriate licenses, usage rights or meet the requirements for fair use, and/or other laws and rights in your jurisdiction that may be required for using any of content.

Higher Images shall have the right, at any time, at its sole and exclusive discretion to remove any Third Party Content from the Services and/or disable access to Third Party Content.

The following restrictions apply to all images made available to you via the Service. You shall not use any image:

  • presented together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights;
  • portraying any person depicted therein (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model:
    • in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like;
    • in connection with the advertisement or promotion of tobacco products;
    • as endorsing a political party, candidate, elected official, or opinion;
    • as suffering from, or medicating for, a physical or mental ailment; or
    • engaging in immoral or criminal activities.
  • as a trademark, service mark, or logo.

While Higher Images hopes to avoid such instances, Higher Images may, at any time and at its sole discretion, suspend, disable access to or remove from your account and/or the Services, any Third Party Services – whether or not incorporated with or made part of your account and/or website(s) at such time – without any liability to you, your Clients, or to any End Users.

14. Payment. You agree to timely pay Higher Images for each Service in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. In the case of subscription products, the subscription term will be effective for the agreed upon period, after which the subscription term will automatically renew for the specified renewal period (if any) at the then-current subscription price, unless you provide notice at least 30 days prior to the applicable subscription renewal. Higher Images reserves the right to correct any errors or mistakes in pricing, even if Higher Images has already requested or received payment. 

15. Payment Method. A valid payment method (such as a credit card) must remain on file to pay all service fees, and you authorize Higher Images to charge the payment method for all fees and charges incurred, as they come due. 

All payments must be received within 30 days from the due date or date of invoice. If payment of fees is unsuccessful within 30 days of the initial attempt to process payment, Higher Images may freeze your account and suspend or cancel Services. Late payments will incur a late fee of 1.5% per month (or the maximum allowed by law).

16. No Refunds. All fees charged and payments made are nonrefundable. Except when required by law, Higher Images will not issue refunds under any circumstances.

17. Taxes. Unless otherwise stated, Higher Images fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are solely responsible for paying all taxes associated with your use of the Services.

You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from your use of the Services. 

18. No Legal, Financial or Tax Advice. Neither Higher Images nor its Services provide financial, legal, or tax advice or counsel, and Higher Images will not be deemed to have given such advice or counsel.

19. Privacy and Security. Higher Images cares about data privacy and security. Please review the Higher Images Privacy Policy, which is incorporated into these Terms. 

Higher Images does not knowingly accept, request, or solicit information from children or knowingly market to children. In accordance with the U.S. Children’s Online Privacy Protection Act, if Higher Images receives actual knowledge that anyone under the age of 13 has provided personal information to Higher Images without verifiable parental consent, Higher Images will delete that information from the Services as quickly as is reasonably practical.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

20. Compliance with Law. When accessing or using the Services, you agree to obey the law and to respect the intellectual property and privacy rights of others.

You are solely responsible for the legal compliance of your “Activities,” meaning your calling, email, or other contacting campaigns; your website; your use of data concerning any third party (“Data”); and any other materials you may use. You are solely responsible for ensuring that your Activities and other use of the Data and Services complies with all applicable data privacy laws, including but not limited to the GDPR, CCPA, and CAN-SPAM. Higher Images will not be liable for any breach of data protection regulations resulting from your use of the Services.

Higher Images will not be responsible for any content that appears on or in your Activities or use of Data and Services in any manner or respect. 

You understand that the Telephone Consumer Protection Act (“TCPA”) prohibits certain types of calls and messages to cell phones and that Higher Images will not identify or remove/suppress wireless numbers from the Data or other information it provides to you. Among other things, you agree not to use Data or other information provided to you by Higher Images to market to cell phones except as allowed by law, and you assume all risks if you elect to engage in any SMS/text marketing or otherwise contact cell phones. 

21. Protection of Data. You understand that you must secure any Data you possess or acquire in full compliance with all applicable laws and regulations, including, but not limited to (a) state, federal and international telemarketing laws; (b) state, federal and international Do-Not-Call (“DNC”) list prohibitions; (c) licensing and bonding requirements; (d) consumer cancellation rights; (e) wireless calling restrictions; (f) restrictions on the use of automatic telephone dialing systems and pre-recorded messages; (g) opt-out rules; (h) mandatory disclosures (i) intellectual property rights and restrictions; (j) the CAN-SPAM Act; (k) the Gramm-Leach-Bliley Act; (l) the Fair Credit Reporting Act; (m) the FTC’s Telemarketing Sales Rule (“TSR”); and (n) all other applicable laws and deferral, state or industry regulations. 

22. Limits on Use of Data. In the course of using the Services or receiving other services from Higher Images, you may acquire or otherwise come into the possession of Nonpublic Personal Information (“NPPI”) or private information of third parties, including, but not limited to, email addresses, home addresses, and phone numbers (collectively, “Data”). You agree not to use Data in a wrongful, improper, or illegal manner or for a wrongful, improper, or illegal purpose. You further agree not to convey Data to any third party who you suspect would use such Data in and to conduct necessary due diligence to avoid the conveyance of Data to any such third party.

23. National DNC Registry Access. You acknowledge that you may be required to purchase your own Subscription Account Number (“SAN”) to access one or more DNC registries. Unless exempt, you agree to obtain a SAN number and all applicable area codes and to purchase and scrub Data to remove Data appearing on an applicable DNC list. By way of clarification and not limitation, you agree that you will refrain from marketing to any consumer who has opted-out by asking not to receive future marketing from you. 

24. Necessary Precautions. You agree to take whatever precautions are necessary to ensure compliance with applicable legal obligations. Such precautions include, but are not limited to, the supervision of all persons within your organization and all contractors, entities, or other persons outside your organization who have access to or use the Data.

25. Nature of Higher Images Role. You understand that Higher Images is merely a passive lead service provider and does not assume responsibility for confirming that any Activity or use of Data meets applicable legal requirements or liability for any legal violation. Higher Images will not assume liability for any liability arising from your violation of any law. By way of clarification and not limitation, you acknowledge that you (and not Higher Images) will be responsible for maintaining and enforcing an internal list of leads who have opted out of receiving marketing by registering on one or more DNC list.

Higher Images will maintain certain information and data you transmit to the Services for the purpose of managing the performance of the Services, as well as information and data relating to your use of the Services. Although Higher Images may perform backups of information and data, you are solely responsible for all information and data that you transmit or that relates to any activity you have taken using the Services. You agree that Higher Images shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

26. Third Party Services. In connection with your use of the Services, you may be made aware of services, products, offers and promotions provided by third parties (“Third Party Services”). Portions of the Third Party Services are subject to such entity’s terms and conditions, and your use of such entity’s services is subject to and conditioned upon your acceptance of such additional terms and conditions. If you decide to use such Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing such Third Party Services, and acknowledge that the third party is responsible for the performance of such services.

You acknowledge and agree that regardless of the manner in which Third Party Services may be offered to you (bundled with certain Higher Images Services, offered separately by Higher Images, or otherwise offered anywhere on the Services), Higher Images merely acts as an intermediary platform between you and the Third Party Services, and does not in any way endorse the Third Party Services, or shall be in any way responsible or liable with respect thereto. Higher Images will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third Party Services.

27. Disclosure of Your Information. You realize that Higher Images may be required by law to provide certain information about you or your information or data if Higher Images receives a subpoena from a court or regulator with competent jurisdiction, or otherwise determines in its sole discretion that it needs to release your information in order to protect the legal interests of Higher Images, and consent to such disclosure.

28. Confidentiality. Confidential Information one party (the “Disclosing Party”) provides to the other party (the “Receiving Party”) under these Terms shall be governed as follows: 

    1. Definition. “Confidential Information” will include, but will not be limited to, any and all information associated with the Disclosing Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Higher Images’s Confidential Information includes all information that you receive relating to Higher Images, or to the Services, that is not known to the general public including information related to Higher Images’s program and practices.
    2. Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Receiving Party; (ii) is known to the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) the Receiving Party rightfully obtains from a third party without restriction on use or disclosure.
    3. Duty of Confidentiality. Each party agrees to use the Disclosing Party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms. Each party agrees that it will use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses in safeguarding its own Confidential Information, but in any event, not less than reasonable degree of care, to prevent disclosure or use of the Disclosing Party’s Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms, provided that, if legally permitted, the Receiving Party will give the Disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. 
    4. The parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of these Terms may cause the non-disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the non-disclosing party may request injunctive or other equitable relief seeking to restrain such use or disclosure. 

These confidentiality terms and provisions shall survive any termination of these Terms for any reason for a period of 2 years. 

29. No Warranties. Your use of the Services is at your sole risk. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY HIGHER IMAGES; (B) HIGHER IMAGES EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, INCLUDING ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN; (C) WHILE HIGHER IMAGES ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SERVICES SAFE, HIGHER IMAGES CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HIGHER IMAGES OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

By way of clarification, and not limitation, Higher Images does not warrant that the Services will be uninterrupted, available at all times, timely, secure, free of inaccuracies, or error-free or that the Services will deliver any particular result. In addition, Higher Images or its licensors may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. 

30. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HIGHER IMAGES NOR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, OR SUCCESSORS WILL BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS FROM OPERATIONS INTERRUPTION, LOSS OF USE OF ANY SERVICES OR DATA, LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS, OR INTANGIBLE LOSSES, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF HIGHER IMAGES WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

IN ANY EVENT, HIGHER IMAGES’S LIABILITY TO YOU WILL BE LIMITED TO THOSE FEES ACTUALLY PAID TO HIGHER IMAGES IN CONNECTION WITH THE APPLICABLE SERVICE OVER THE PREVIOUS TWELVE (12) MONTHS.

All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between Higher Images and you. You agree that any claim or cause of action arising out of or in connection with the Services, these Terms, or any Additional Terms must be filed within thirty (30) days after such claim or cause of action arose or be forever barred.

31. Indemnification. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Higher Images, its affiliated companies, and their owners, officers, employees, directors, contractors, agents, third-party suppliers, licensors, and partners (individually and collectively, the “Higher Images Parties”) from and against any and all claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to your access, use, or misuse of the Services or Data, your Activities, any content used in connection with the Services, or your violation of the rights of any third party, including, but not limited to, privacy or intellectual property rights. Higher Images Parties reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Higher Images, and you agree to cooperate with Higher Images’s defense of these claims. Higher Images will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

32. Term and Termination. 

    1. The term of these Terms will begin on the date of your completed registration for use of the Services and continue until terminated by Higher Images or you, as provided below.
    2. You may cancel one or more of the Services and terminate these Terms at any time by providing Higher Images a thirty (30) days written notice signed by an authorized representative, and then following the specific instructions indicated to you in Higher Images’s response. You may be required to fulfill the terms of your Agreement with Higher Images. 
    3. Without limiting any other remedies, Higher Images may suspend or terminate one or more of the Services or these Terms for any reason, without notice and at any time (unless otherwise required by law), including, but not limited to, extended periods of inactivity, non-payment, or if Higher Images suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Services. 

Termination of these Terms, for any reason, will be without prejudice to any rights or obligations that arose prior to the date of termination. In addition to terminating or suspending your account, Higher Images reserves the right to take appropriate legal action, including, but not limited to, pursuing civil, criminal, and injunctive redress.

32. Effect of Termination or Cancellation. Upon termination or cancellation of these Terms or the Services by either party for any reason:

    1. Higher Images will cease providing you with the Services and you will no longer be able to access the Services;
    2. unless otherwise provided in these Terms, you will not be entitled to any refunds of any amounts paid by you, pro rata or otherwise;
    3. any outstanding balance owed to Higher Images for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
    4. your Services will be taken offline or otherwise ceased.

If there are any outstanding fees or other amounts owed by you at the date of termination of the Services, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

If Higher Images terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. 

4. General Conditions. 

    1. Force Majeure. Higher Images will not be held in breach of or liable under this Agreement for any delay or non-performance of any provision of this Agreement caused by illness, emergency, fire, strike, pandemic, earthquake, or any other conditions beyond the reasonable control of the non-performing party (each a “Force Majeure Event”), and the time of performance of such provision, if any, will be deemed to be extended for a period equal to the duration of the conditions preventing performance.
    2. Modification. Higher Images may amend any of the terms of these Terms and any applicable Additional Terms by posting the amended terms and updating the “Last modified” date above. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the amended terms. If you do not agree to the amended Terms, you must stop accessing and using the Services.
    3. Entire Agreement. These Terms, together with your Agreement and any applicable Additional Terms, constitute the entire agreement between the parties with regard to its subject matter and supersedes any and all prior agreements or understandings, whether written or oral, with respect to its subject matter.
    4. Waiver. The failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the relevant party.
    5. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
    6. Assignment. Higher Images may assign these Terms without your consent and use subcontractors in any manner. You may not assign these Terms without Higher Images’s written consent.
    7. Survival. Any provision of these Terms, which by its nature, would naturally survive the termination of these Terms, shall expressly survive any termination, including, but not limited to, those provisions related to privacy, payment, indemnity, compliance with law, confidentiality, limitation of liability, intellectual property, non-circumvention, and general conditions.
    8. Choice of Law and Venue. This Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania, without giving effect to its choice of law and conflict of law principles. The State and Federal courts in Allegheny County, Pennsylvania shall have exclusive jurisdiction and venue over any legal dispute between the parties. The Parties waive any and all right to contest or object to such jurisdiction and venue, including but not limited to, any objection to the convenience of such forum. 
    9. Dispute Resolution & Arbitration Clause. In the event of a dispute, claim, or controversy arising out of or relating to these Terms, the Data, the Services or any other dispute between the parties, the parties agree to first attempt resolution through good-faith negotiations. If the dispute cannot be resolved, it will be settled by arbitration in accordance with the rules of the American Arbitration Association.
    10. Nondisparagement. You agree that you will not publicly disparage Higher Images or its Services to any person or persons. You agree that you will address any dissatisfaction or complaints with Higher Images and/or its Services exclusively and directly to Higher Images and will work in good faith with Higher Images to address any such dissatisfaction of complaints privately and directly.
    11. Independent Contractors. Higher Images and you are independent contractors, and nothing in these Terms shall be deemed to create a joint venture or partnership.  Neither party will have the right to bind or obligate the other in any manner whatsoever.

Terms and Conditions

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Warranties and Responsibilities

You are responsible for providing and maintaining all personal computer and communications equipment and Internet access accounts necessary to gain access to this website.

Your Obligations

You are responsible for providing and maintaining all personal computer and communications equipment and Internet access accounts necessary to gain access to this website.

In consideration of your use of the website, you agree to provide true, accurate, current and complete information about yourself.

You agree to use the website in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through the website any computer viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer.

You agree to indemnify, release and hold us harmless as well as our officers, directors, agents, representatives and employees from any claim, liability, loss, expense or demand, including legal fees, related to your violation of these Terms of Use or your access or use of this website (including any information, materials, products or services available through this website).

Cancellations of Domain Hosting, Websites and email

Cancellation and Termination: Cancellation of services requires a 30-day notice, submitted to admin, in writing and signed by an authorized representative of Client. This allows Higher Images the time necessary to process changes to billing and services as well as cancel any outside directory subscription services, if applicable, etc.

Exclusion of Liability

To the fullest extent permitted by applicable laws we, on behalf of our employees, agents, suppliers, and contractors exclude liability for any losses and expenses of whatever nature and howsoever arising including, without limitation, any direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if we have been advised of the possibility of such damages or losses, arising out of or in connection with the use of this website or any website with which it is linked. You assume total responsibility for establishing such procedures for data back up and virus checking as you consider necessary.

No warranties

We make no representations or warranties with respect to this website or its contents, which are provided for use “as is.” We disclaim all warranties, express or implied, including without limitation the implied warranties of title, non-infringement, merchant ability, quality and fitness for a particular purpose, with respect to this website and any website with which it is linked. We do not warrant that this website, its servers or e-mail sent from us will be free of any harmful components (including viruses). We also make no representations or warranties as to whether the information accessible via this website, or any website with which it is linked, is accurate, complete, or current. You accept that our shareholders, owners, officers, directors, employees and other representatives shall have the benefit of this clause.

The information and all other materials on this website are provided for general information purposes only and do not constitute professional advice. It is your responsibility to evaluate (or take professional advice on) the accuracy and completeness of all information, statements, opinions and other material on this website or any website with which it is linked.

Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.

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Digital HI Technology

Digital HI
Additional Terms and Conditions 

These Database, Application and E-Commerce Additional Terms of Service (“Digital HI Additional Terms”), as well as the General Terms of Service (“Terms”), apply to the Services, as that term is defined below, that Higher Images provides to its clients (“you”).

Any capitalized terms not defined in these Digital HI Additional Terms have the meanings given to them in the Terms of Service. In the event of a conflict between these Digital HI Additional Terms and the Terms, the provisions of the Terms control. 

1.  Digital HI Services. These Digital HI Additional Terms concern your access to and use of any Digital HI tools as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (the “Services”).

2.  Prohibited Activities. You may not access or use the Services for any purpose other than that for which Higher Images makes the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Higher Images.

As a user of the Services, you agree not to:

  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Higher Images.
  • Trick, defraud, or mislead Images and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in Higher Images’s opinion, Higher Images and/or the Services.
  • Use any information obtained from the Services in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Services.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Interfere with, disrupt, or create an undue burden on the Services or connected networks or services.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Site, or any portion of the Services.
  • Copy or adapt the Services’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Services.
  • Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Services as part of any effort to compete with Higher Images or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
  • Use the Services to advertise or offer to sell goods and services.
  • Sell or otherwise transfer your profile. 

Termination for Breach .Higher Images reserves the right to terminate your access to the Services without notice if you breach any provision of these Digital HI Additional Terms, including but not limited to unauthorized use, violations of intellectual property rights, or failure to comply with applicable laws. Upon termination, you will lose access to all data and content stored on the Services.

3.  User Generated Contributions. Higher Images may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Higher Images or through the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). If any Contribution is made, in whole or in part, using artificial intelligence, you must prominently state so in connection with each such Contribution. Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Higher Images Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Higher Images, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Digital HI Additional Terms.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Digital HI Additional Terms.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by Higher Images, in its sole discretion).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Digital HI Additional Terms, or any applicable law or regulation.
  • Any use of the Services in violation of the foregoing violates these Digital HI Additional Terms and may result in, among other things, termination or suspension of your rights to use the Services.

4.  Contribution License. You agree that Higher Images may access, store, process, and use any information and personal data that you provide, pursuant to the terms of Higher Images’s Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that Higher Images can use and share such feedback for any purpose without compensation to you.

Higher Images does not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. Higher Images is not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate Higher Images from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

5.  Social Media. As part of the functionality of the Services, you may link your account with online accounts you have with third party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third Party Account login information through the Services; or (2) allowing Higher Images to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to Higher Images and/or grant Higher Images access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating Higher Images to pay any fees or making Higher Images subject to any usage limitations imposed by the third-party service provider of the Third Party Account. 

By granting Higher Images access to any Third-Party Accounts, you understand that (1) Higher Images may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) Higher Images may submit to and receive from your Third Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. 

Please note that if a Third-Party Account or associated service becomes unavailable or Higher Images’s access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. 

Higher Images makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Higher Images is not responsible for any Social Network Content. You acknowledge and agree that Higher Images may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting Higher Images or through your account settings (if applicable). Higher Images will attempt to delete any information stored on Higher Images servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

6.  Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services (“Submissions”) provided by you to Higher Images are non-confidential and shall become Higher Images’s sole property. Higher Images shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

7.  Third Party Websites and Content. The Services may contain (or you may be sent via the Services) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Higher Images, and Higher Images is not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by Higher Images. 

If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Digital HI Additional Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and Higher Images takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that Higher Images does not endorse the products or services offered on Third-Party Websites and you shall hold Higher Images harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold Higher Images harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

8.  U.S. Government Rights. These Services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If these Services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), these Services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If these Services are acquired by or on behalf of any agency within the Department of Defense, these Services are subject to the terms of these Digital HI Additional Terms in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202-3. In addition, DFARS 252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Digital HI Additional Terms.

9.  Site Management. Higher Images reserves the right, but not the obligation, to: (1) monitor the Services for violations of these Digital HI Additional Terms; (2) take appropriate legal action against anyone who, in Higher Images’s sole discretion, violates the law or these Digital HI Additional Terms, including without limitation, reporting such user to law enforcement authorities; (3) in Higher Images’s sole discretion and without limitation refuse restrict access to limit the availability of or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in Higher Images’s sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to Higher Images’s systems; and (5) otherwise manage the Services in a manner designed to protect Higher Images’s rights and property and to facilitate the proper functioning of the Services.

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WebTracker™ V2 Terms and Conditions

Standard Terms of Service for WebTracker&trade V2

The following User Agreement (the “User Agreement”) for Higher Images, Inc. WebTracker V2, its subsidiaries and affiliates, (collectively “WebTracker V2”), describes the terms on which you may access and use our services.

In order to become an WebTracker V2 user, you must read and accept all of the terms and conditions of this User Agreement and the Privacy Policy. In the event of any inconsistency between the WebTracker V2 Privacy Policy and this User Agreement, the User Agreement shall control.
Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this User Agreement, you may not use nor access our services.
We reserve the right to modify this User Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the WebTracker V2 Service indicates your acceptance of the amended User Agreement.

Definitions and Interpretation

Client – Means a user that signs up for an Advertiser Profile, an “Client”
Online Advertisement – Means any ad promoting the products and/or services of the Client. May be in several forms including, but not limited to: banner ads, text ads, pre-roll video ads, contextual ads, email, lead generation pages or social media.
WebTracker V2 Account – means the creation of one or more user accounts on the WebTracker V2 platform.
WebTracker V2 Network – means a network of publishers, ad networks, ad exchanges and any combination thereof which WebTracker V2 uses for the display of online advertisements.
WebTracker V2 Technology – Means technology that allows WebTracker V2 to execute the desired actions relating to the fulfilment of the Client provided Online Advertisements.
Impressions – A view on the WebTracker V2 Technology including but not limited to: view of a display ad, native ad, video or audio advertisement.
User Interactions / Opens – These synonymous terms are used to define intermediary actions that occur after an Impression but before a Click, such as: mouse over action, device taps, rich media interactions and/or in-page media auto-play.
Clicks / Clicker – A visitor that clicks on any of our Online Advertisements.
Click Thru Ratio (CTR) – A percentage of clicks divided by overall impressions.
Client’s Content – Means images, graphics, text, data, link or other objects supplied by the Client to WebTracker V2 for inclusion in the Online Advertisments.
WebTracker V2 Platform – Means the WebTracker V2 website and all the tools and capabilities the Client has access to including: creating, launching, monitoring, pausing, stopping, targeting and reporting a campaign.
Insertion Order – Means each service ordered by the Client (that was not launched by the Client themselves using the WebTracker V2 Platform) indicates the type of service chosen, the duration of the service, the budget, the price and any other particular condition.
Setting up the Service

The Client acknowledges and accepts the technical requirements and he specificity of the service prior to accepting the User Agreement. The Client commits to implement (and continually comply with) the technical requirements for use of the WebTracker V2 Technology. In case of delay in these operations due to the Client, WebTracker V2 does not warrant the dates stated in the Insertion Order. Client shall not modify or attempt to modify the codes or any other program of the WebTracker V2 Technology.

Display of the Online Advertisements

The Client acknowledges and accepts that the Online Advertisements are displayed on websites (accessible on any supported web browser) in accordance with the results of the WebTracker V2 Technology and that WebTracker V2 has an absolute discretion as to where, and frequency the Online Advertisements will be displayed within the WebTracker V2 Network.

WebTracker V2 reserves the right to make changes to the WebTracker V2 Technology without notice or compensation to the Client and for any reason to cease the display of Online Advertisements. Any campaigns that include “enhanced products” and/or “e-Blast” products (i.e. E-Blast, Enhanced PPC, Enhanced Display Ads, Enhanced Native Ads) may include up to 100% PPC. WebTracker V2 uses best efforts not to display Online Advertisements on websites that are of pornographic, defamatory, obscene or illegal nature, and in the event Client notifies WebTracker V2 in writing that the Online Advertisements are being displayed on such website, WebTracker V2 will promptly remove the Online Advertisements.

Client Adjustments, Measurements and Performance

WebTracker V2 measures, through its servers, the number of impressions and/or clicks and/or user interactions and/or other indicators necessary for calculating the charges under this Agreement. All campaigns that have a contracted “click through ratio guarantee” will be measured solely upon WebTracker V2’s internal measurements, which is backed by reporting provided to Client, calculated based upon reports provided to Client.
The WebTracker V2 Platform provides the Client with a great deal of transparency and control into making adjustments to their account and campaigns. Any modifications the Client makes in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility for the Client. Any charges or costs that are a result of changes made by the Client will be included in the Client’s regular bill and/or invoice from WebTracker V2.
Client assumes any and all liability relating to the setup, management, and activity of any campaigns within the WebTracker V2 Platform, whether intentional or unintentional, and holds WebTracker V2 and its affiliates harmless.

Invoicing and Payment

Setting up an Account with WebTracker V2 is free of charge. WebTracker V2 has no required minimum spend for the use of the WebTracker V2 Technology, though more advanced products may come with additional costs and minimums as set forth within the WebTracker V2 Pricing page.

All campaigns that require pre-payment as set forth in an executed insertion order must be paid in-full prior to campaign launch, furthermore all pre-paid campaigns are non-refundable.

All charges and invoices will be based on WebTracker V2’s measurements and tracking and not based upon those of Client or any other party. For accounts that have been setup using a credit card, WebTracker V2 pre-charges the Client on a monthly basis for the monthly budget costs (determined or set by the executed insertion order). Prior to the start of a new month, WebTracker V2 will charge the Clients credit card for the amount necessary in order to begin the month with a balance equal to the desired monthly campaign spend.

Pre-paid monthly campaigns setup on a recurring payment schedule must be cancelled within 3 business days of scheduled renewal of automated draft. All multi-month, pre-paid campaigns that are setup on a monthly automated payment schedule will automatically renew for the same term length of original insertion order if not cancelled within 3 business days of scheduled completion of original multi-month campaign.

Any claim on the invoice can only be raised within one month of receipt.

Intellectual Property

Neither Party shall acquire any intellectual property right as a result of the Online Advertisements and each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. WebTracker V2 is sole owner of the data collected from the Online Advertisementsas a result of its Technology. The Client acknowledges that WebTracker V2 has the right to use and disclose data derived from Client’s use of the WebTracker V2 Service

(i) as part of its business operations, as long as the use/disclosure of the aggregated data do not individually identify the Client and/or users,
(ii) to operate, manage, test, maintain and enhance the WebTracker V2 Service, WebTracker V2 Technology and other WebTracker V2 products, programs and/or services, and
(iii) if required by court order or law.
For the whole duration of the Agreement, the Client grants WebTracker V2 a worldwide, royalty-free, transferable license to use, reproduce and represent the Client trademarks and logos, to display, reproduce, represent the Client Content and any other creative elements of the Online Advertisement
(i) on all supports of the WebTracker V2 Network
(ii) on all documentation promoting the WebTracker V2 service. WebTracker V2 shall seek prior authorization from the

Client for any press release.

Warranties
WebTracker V2 gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the WebTracker V2 Technology, the WebTracker V2 Network or any service provided under this Agreement. The Client warrants and represents to WebTracker V2 that:

(i) it has the right, power and authority to enter into this agreement and perform its obligations as set out herein;
(ii) it has the right to provide the Client Content of the Online Advertisement to WebTracker V2 for publication, without infringing any rights of any third party including, without limitation, intellectual property rights;
(iii) the Client Content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply;
(iv) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the banner is displayed;
(v) the Client Content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation; The Client shall defend, indemnify, and hold WebTracker V2 harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of clause.

Liability

WebTracker V2 shall not be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. WebTracker V2 shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of WebTracker V2 including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, embargo. To the maximum extent permitted by the law, WebTracker V2’s liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the last month invoiced to the Client.

Personal Data

The Client acknowledges and accepts to insert the WebTracker V2 code and tags on its webpages. Any data received by WebTracker V2 via the tags inserted on Client webpages will be used for performing the service and for no other purpose. WebTracker V2 will collect and use these data in accordance with all applicable laws and regulations, including but not limited to laws governing privacy and data protection. The Client shall undertake to include on its website(s), a privacy policy that discloses that third parties may place anonymous cookies on the browsers of visitors to its website(s) and may send their own cookies to the visitors’ cookie file. These cookies will allow the WebTracker V2 Technology to serve Online Advertisements. Each Online Advertisement will include a link that will include information for users on how to opt-out of being cookie retargeted.

Term and Termination

This Agreement shall apply as from the date of the creation of an WebTracker V2 Account and shall expire

i) upon the cancellation of the Clients WebTracker V2 account either at the clients request or by WebTracker V2
on the date on which the total amount which the Client will pay to WebTracker V2 for the WebTracker V2 Technology as stated in an Insertion Order is exhausted.
The Client may terminate the agreement with immediate effect by written notice to WebTracker V2:

(i) if the other commits a material breach of any of its obligations under this agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied;
or
(ii) on the occurrence of a Force Majeure Event that has continued for a minimum period of two months. WebTracker V2 reserves the right to terminate the agreement with immediate effect at any time and for any reason.
Expiration or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.
Confidentiality
Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information concerning the business.
No Assignment
The Client shall not without WebTracker V2’s prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.
Governing Law
This User Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of laws principles.
Miscellaneous
– This Agreement may be amended only by a written agreement executed by an authorized representative of each party.
– This Agreement constitutes the complete and entire agreement between the parties and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
– If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall no effect the other provisions of this agreement which shall remain in full force an effect.
– In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.
General Information
WebTracker V2, WebTracker V2.com, the WebTracker V2 logo, and other WebTracker V2 logos and names are trademarks of WebTracker V2 LLC. You agree not to display or use these trademarks in any manner without WebTracker V2’s prior, written permission. The section titles of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of this User Agreement to:

Higher Images, Inc.
WebTracker V2
301 E. Main St
Carnegie, PA 15106

Entire Agreement

This User Agreement constitutes the entire agreement between you and Higher Images, Inc. and governs your use of the WebTracker V2 Service, superseding any prior agreements between you and WebTracker V2.

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WebTracker™ Terms and Conditions

WebTracker
Additional Terms and Conditions

These WebTracker Additional Terms of Service (“WT Additional Terms”), as well as the General Terms and Conditions of Service (“Terms”), apply to the Services, as that term is defined below, that Higher Images provides to its clients (“you”).

Any capitalized terms not defined in these WT Additional Terms have the meanings given to them in the Terms of Service. In the event of a conflict between these WT Additional Terms and the Terms, the provisions of the Terms control.

1.  WebTracker Services. Higher Images provides access to improve the reception of your advertising by identifying prospects, delivering advertising targeted using a variety of methods, and other methods (the “Services”).

2.  Changes to the Services. Higher Images reserves the right to make changes to the Services without notice or compensation to you and for any reason to cease the display of any ad promoting your products and/or services, including, but not limited to, banner ads, text ads, pre-roll video ads, contextual ads, email, lead generation pages or social media (collectively, “Online Advertisements”). Any campaigns that include “enhanced products” and/or “e-Blast” products may include up to 100% PPC. Higher Images uses best efforts not to display Online Advertisements on websites that are of pornographic, defamatory, obscene or illegal nature, and in the event you notify Higher Images in writing that the Online Advertisements are being displayed on such website, Higher Images will promptly remove the Online Advertisements.

3.  Setting up the Service. Setting up a WebTracker account with Higher Images is free of charge. Higher Images has no required minimum spend for the use of the WebTracker technology, though more advanced products may come with additional costs and minimums. You may be provided with a password protected account to exercise your rights.

You are responsible for all activity occurring under your account. You shall:

(a) notify Higher Images immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and
(b) report to Higher Images immediately and use reasonable efforts to stop immediately any copying or distribution of the WebTracker technology (or any portion thereof) or of any data or content contained in WebTracker platform through your account that is known or suspected by you.

You assume any and all liability relating to the setup, management, and activity of any campaigns within WebTracker, whether intentional or unintentional, and hold Higher Images and its licensors harmless.

4.  Technical Requirements. You acknowledge and accept the technical requirements and the specificity of the service. You commit to implement (and continually comply with) the technical requirements for use of WebTracker. In case of delay in these operations due to the Client, Higher Images does not warrant the start date. Client shall not modify or attempt to modify the codes or any other program of theWebTracker technology.

5.  Ownership. You acknowledge that you are obtaining only a limited right to access and use WebTracker, and that Higher Images or its suppliers or licensors retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the WebTracker technology, including the right to continually evolve that technology (or any portion thereof). Higher Images may freely use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the WebTracker technology (or any portion thereof).

6.  Account Management. WebTracker provides you with a great deal of transparency and control into making adjustments to your account and campaigns. Any modifications you direct Higher Images to make in setting up, budget adjustment, launching, pausing or stopping a campaign are your sole responsibility. Any charges or costs that are a result of changes made by you will be included in your regular WebTracker bill and/or invoice.

7.  Intellectual Property. Neither party shall acquire any intellectual property right as a result of the Online Advertisements and each party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. Higher Images is sole owner of the data collected from the Online Advertisements as a result of its WebTracker technology. You acknowledge that Higher Images has the right to use and disclose data derived from your use of the WebTracker technology:

(i) as part of its business operations, as long as the use/disclosure of the aggregated data do not individually identify you and/or users,
(ii) to operate, manage, test, maintain and enhance the WebTracker service, WebTracker technology and other Higher Images products, programs and/or services, and
(iii) if required by court order or law.

For the whole duration of the Agreement, you grants Higher Images a worldwide, royalty-free, transferable license to use, reproduce and represent your trademarks and logos, to display, reproduce, represent the your content and any other creative elements of an Online Advertisement

(i) on all supports of the WebTracker Network
(ii) on all documentation promoting the WebTracker service. Higher Images shall seek prior authorization from you for any press release.

The Higher Images name, Higher Images logo, and the product names associated with the WebTracker technology (or any portion thereof) are the trademarks of Higher Images or third parties, and no right or license is granted to use them.

8.  Limitations on Use of WebTracker. You shall not:

(a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the WebTracker platform, services, API, and/or the data contained therein, including without limitation, underlying technology, trade secrets, content or information (collectively, “Our Technology”) (or any portion thereof) in any way;
(b) modify, reproduce, adapt, translate Our Technology (or any portion thereof) or make derivative works based upon Our Technology (or any portion thereof);
(c) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from Our Technology (or any portion thereof);
(d) violate any applicable local, state, national and foreign laws, treaties and regulations, including those related to advertising, data privacy, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations, including but not limited to the EU General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act and its regulations (“CCPA”), each of the foregoing as they may be amended from time to time in connection with your access and use of Our Technology (or any portion thereof) nor use Our Technology for any purpose or in any manner that is unlawful or prohibited by these WT Additional Terms;
(e) interfere with or disrupt the integrity or performance of the Our Technology (or any portion thereof), including, but not limited to, the WebTracker services or platform, the API, or the data contained therein;
(f) access the WebTracker services, platform, or APIs by any means other than through the interface that is provided by Higher Images for use in accessing the WebTracker services, platform, APIs, or special reports generated for you;
(g) attempt to gain unauthorized access to Our Technology (or any portion thereof) or its related systems or networks or misrepresent its identity, use or attempt to use any unauthorized identification (including without limitation use of any third party logo, name or other identifier);
(h) use Our Technology (or any portion thereof) for any purpose or in any manner that is unlawful or prohibited by these WT Additional Terms;
(i) publicly disseminate information or analysis regarding the performance of the Our Technology, including without limitation, the the WebTracker services, platform, or APIs; or
(j) permit or authorize any party to do any of the foregoing.

9.  Display of the Online Advertisements. You acknowledge and accept that Higher Images has absolute discretion as to where, and frequency the Online Advertisements will be displayed within the WebTracker network.

10.  Rejection of Ads. Higher Images reserves the right for any reason to reject your ads.

11.  Results. WebTracker may measure the number of impressions and/or clicks and/or user interactions and/or other indicators necessary for calculating your charges. All campaigns that have a contracted “click through ratio guarantee” will be measured solely upon WebTracker’s measurements, which are backed by reporting provided to you, calculated based upon reports provided to you.

12.  Fees and Charges. All charges and invoices will be based on Higher Images’s measurements and tracking and not based upon those of you or any other party. For accounts that have been setup using a credit card, Higher Images pre-charges you on a monthly basis for the monthly budget costs (determined or set by the executed insertion order). Prior to the start of a new month, Higher Images will charge your credit card for the amount necessary in order to begin the month with a balance equal to the desired monthly campaign spend.

All campaigns that require pre-payment must be paid in-full prior to campaign launch. All pre-paid campaigns are non-refundable. Pre-paid monthly campaigns setup on a recurring payment schedule must be canceled within three (3) business days of scheduled renewal of automated draft. All multi-month, pre-paid campaigns that are setup on a monthly automated payment schedule will automatically renew for the same term length of original insertion order if not canceled within three (3) business days of scheduled completion of original multi-month campaign.

Any dispute with regard to an invoice can only be raised within one month of receipt.

13.  Personal Data. You acknowledge and accept to insert the WebTracker code and tags on your webpages. Any data received by Higher Images via the tags inserted on your webpages will be used for performing the service and for no other purpose. Higher Images will collect and use these data in accordance with all applicable laws and regulations, including, but not limited to, the GDPR and CCPA and other laws governing privacy and data protection. You shall undertake to include on your website(s), a privacy policy that discloses that third parties may place anonymous cookies on the browsers of visitors to its website(s) and may send their own cookies to the visitors’ cookie file. These cookies will allow the Higher Images technology to serve Online Advertisements. Each Online Advertisement will include a link that will include information for users on how to opt-out of being cookie retargeted.

14.  Privacy. You agree that Higher Images is acting as a Service Provider in relation to the services it provides to you pursuant to these WT Additional Terms. To the extent that Higher Images processes Personal Information, Higher Images warrants and represents that it shall not Process, retain, use, sell, or disclose Personal Information for any purpose other than for the specific purpose of performing the services specified in these WT Additional Terms, or other Agreement between you and Higher Images, or as otherwise permitted by the CCPA. All capitalized terms in this section shall have the same meanings as defined in the CCPA.

15.  Warranties. Higher Images gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the WebTracker Technology, the WebTracker Network or any service provided under this Agreement.

You warrant and represent to Higher Images that:

(i) you have the right, power and authority to enter into this agreement and perform its obligations as set out herein;
(ii) you have the right to provide the content of the Online Advertisement to Higher Images for publication, without infringing any rights of any third party including, without limitation, intellectual property rights;
(iii) your content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and all other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply;
(iv) your content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the banner is displayed, including, but not limited to, the GDPR and CCPA and other laws governing privacy and data protection;
(v) your content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation.

You shall defend, indemnify, and hold Higher Images harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of clause.

16.  Further Indemnification. In addition to the indemnification above, you shall defend, indemnify and hold harmless Higher Images, its licensors, subsidiaries, affiliates, officers, directors, employees, agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) (“Claims”):

(i) arising out of or in connection with any Claim arising from Your breach of these WT Additional Terms or applicable laws, including, but not limited to, the GDPR and CCPA and other laws governing privacy and data protection;
(ii) arising out of or in connection with your breach of your license set forth in these WT Additional Terms; and
(iii) arising out of or in connection with any ads submitted under your account, the landing pages for such ads and the products, goods and services promoted in your ad, including without limitation any claims that any of the foregoing (a) infringes the intellectual property rights of a third party, (b) contains harmful code, or (c) violates applicable laws, including, but not limited to, the GDPR and CCPA and other laws governing privacy and data protection.

17.  Limitation of Liability. In no event shall Higher Images be liable hereunder for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or for any special, indirect, incidental or consequential damages or for lost profits regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. Higher Images’s maximum liability under these WT Additional Terms shall be limited to (a) in the case of an online order, $100, and (b) in the case of no order nor executed agreement, $0.

18.  Suspension and Termination. Higher Images may, for any reason, (i) terminate or suspend your access (or the access of specific personnel) to WebTracker; and (ii) terminate these WT Additional Terms and/or your account.

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Digital HI Apps

Digital HI Apps reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, are subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at:

Violation of any of the terms below will result in the termination of your Account. While Digital HI Apps prohibits such conduct and Content on the Service, you understand and agree that Digital HI Apps cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

Higher Images, Inc. requires the cooperation of clients for input and feedback for the website build-out process. In the event that Higher Images cannot get in touch with a client, or a client continuously fails to communicate with Higher Images by failing to respond to requests, inquiries, emails, and/or phone calls in regard to the projects, Higher Images reserves the right to suspend a project. If a project is suspended and client wishes to re-instate the project, an activation fee is required to make it active again.

By using the Digital HI Apps (“Service”), all services of Digital HI Apps, Inc. (“Digital HI Apps”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

Account Terms
  • You must be 13 years or older to use this Service.
  • You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
  • You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
  • You are responsible for maintaining the security of your account and password. Digital HI Apps cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
  • You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have access to your account).
  • You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
Payments and Refund Terms

A valid credit card is required.

There will be no refunds or credits for setup fees, partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

Digital HI Apps will use commercially reasonable efforts to have the application approved by the appropriate mobile platform provider. Although there is a high likelihood of approval, we do not and cannot guarantee acceptance. If your application is denied by the appropriate mobile platform provider you may cancel your account, however there are no refunds under any circumstances.

Cancellation and Termination

Cancellation of services requires a 30-day notice, submitted to admin, in writing and signed by an authorized representative of Client. This allows Higher Images the time necessary to process changes to billing and services as well as cancel any outside directory subscription services, if applicable, etc.

Modifications to the Service and Prices

Digital HI Apps reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.

Digital HI Apps shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

From time to time, Digital HI Apps may issue an update to the Digital HI Apps application which may add, modify, and/or remove features from the application. These updates may be pushed out automatically with little or no notice, although Digital HI Apps will do everything in its power to notify you in advance of an upcoming update, including details on what the update includes.

Copyright and Content Ownership

We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, by using the Digital HI Apps application to create your mobile application, you agree to allow others to view and share your Content.

Digital HI Apps does not pre-screen Content, but Digital HI Apps and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.

The look and feel of the Service is copyright 2016 Digital HI Apps, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Digital HI Apps.

Digital HI Apps may make certain software available to you through the Service. If you download or otherwise use the software from the Service, the software, including all files and images contained in or generated by the software, look and feel, HTML/CSS, visual design elements, and accompanying data (collectively, “Software”) are deemed to be licensed to you by Digital HI Apps, for your personal and noncommercial use only. Digital HI Apps does not transfer either the title or the intellectual property rights to the Software, and Digital HI Apps retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you de-compile, reverse-engineer, disassembly, or otherwise convert the Software to a human-perceivable form.

You grant Digital HI Apps a license to use the materials you post to the Services. By posting, downloading, displaying, performing, transmitting, or otherwise distributing user content to the Service, you are granting Digital HI Apps, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use user content in connection with the operation of Digital HI Apps, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat user content. You will not be compensated for any user content. By posting user content on the Service, you warrant and represent that you own the rights to the user content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute user content.

When accessing or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s copyrights, trademarks, patents, trade secrets, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by any content you provide, post, or transmit, or that is provided or transmitted using your username or user ID. The burden of proving that any Content does not violate any laws or intellectual property rights rests solely with you.

All Digital HI Apps content included on its site, its Software, and through the Service is the property of Digital HI Apps and is protected by U.S. and international intellectual property laws. All Digital HI Apps content, Software, code, HTML/CSS, and visual design data is copyright 2013 Digital HI Apps, Inc.

General Conditions
Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
Technical support is available via email. The technical support email address is
support@higherimages.com
or our 24/7/365 Support Ticket System at webmarketingconsole.com and logging into your account.
You authorize the Company to use, reuse, and to grant others the right to use and reuse, your Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after your use of the Services, for any purposes related to the Service.
You understand that Digital HI Apps uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, or any other Digital HI Apps service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Digital HI Apps.
We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Digital HI Apps customer, employee, member, or officer will result in immediate account termination.
You understand that the technical processing and transmission of the Service, including your Content, may be transferred un-encrypted and involve
(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.
You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
You must not transmit any worms or viruses or any code of a destructive nature.
Digital HI Apps does not warrant that
(i) the service will meet your specific requirements,
(ii) the service will be uninterrupted, timely, secure, or error-free,
(iii) the results that may be obtained from the use of the service will be accurate or reliable,
(iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and
(v) any errors in the Service will be corrected.
You expressly understand and agree that Digital HI Apps shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Digital HI Apps has been advised of the possibility of such damages), resulting from:
(i) the use or the inability to use the service;
(ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service;
(iii) unauthorized access to or alteration of your transmissions or data;
(iv) statements or conduct of any third-party on the service;
(v) or any other matter relating to the service.
The failure of Digital HI Apps to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Digital HI Apps and govern your use of the Service, superseding any prior agreements between you and Digital HI Apps (including, but not limited to, any prior versions of the Terms of Service).
In no event shall Digital HI Apps liability to you exceed the amount actually paid to Digital HI Apps by you during the preceding 12 months.

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Termination of Products or Services

Cancellation and Termination:

Cancellation of services requires a 30-day notice, submitted to admin, in writing and signed by an authorized representative of Client. This allows Higher Images the time necessary to process changes to billing and services as well as cancel any outside directory subscription services, if applicable, etc.

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Proposals Now

General.

Welcome to proposalnow.com, a web site and/or online proposal system owned and operated by Higher Images, Inc. and distributed by Higher Images, Inc. and its affiliates. As part of our service, Higher Images, Inc. agrees to provide you with a means for generating proposals subject to the terms of this Agreement (“Proposal Services”). Use of this site to generate a proposal signifies your agreement to these Terms of Service.

Rights.

This site and the linked to site are owned and operated by Higher Images, Inc. and contain material which is derived in whole or in part from Higher Images, Inc. and is protected by international and U.S. copyright, trademark, patent and other intellectual property laws. Your only rights are those specified herein. You may not reverse engineer, modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from this site including code and software. You may print any generated proposal or material from this site solely for your own use and distribution, provided you keep intact all intellectual property notices and other proprietary notices.

Service Limitations.

In providing the Proposal Services, Higher Images, Inc. and our web site act only as a means to generate proposals by organizing data for presentation to and review by potential buyers who may or may not accept your proposal. Your proposal may or may not be legally construed as a contractual offer. Higher Images, Inc. has no role in any transaction between you and any potential buyer. Higher Images, Inc. urges you to obtain independent business and legal support as you may require to effectively enter into a binding transaction.

Restrictions.

Higher Images, Inc. does not control the messages, information or files you use for your Proposals. It is a condition of your use of the Proposal Services and this Web Site that your proposal data does not include any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law. Furthermore, you shall not restrict or inhibit any other user or competitor from using and enjoying this web site and the Proposal Services.

Limitation of Liability.

Under no circumstances, including, but not limited to negligence, shall Higher Images, Inc., its subsidiary and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use Higher Images, Inc. materials. You specifically acknowledge and agree that Higher Images, Inc. is not liable for any defamatory, offensive or illegal conduct of any user. If you are dissatisfied with any material, or with, any of Higher Images, Inc. terms and conditions, your sole and exclusive remedy is to discontinue using the Higher Images, Inc. web site. Your use of this site also signifies your release of Higher Images, Inc. and its affiliates from any damages that you incur, and agree not to assert any claims against them, arising from your use of these Proposal Services.

Disclaimer.

The materials in this site are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Higher Images, Inc. disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchant ability and fitness for a particular purpose. Higher Images, Inc. does not warrant that any generated proposal will be error-free, or the functions contained in the Proposal Services will be uninterrupted or error-free, that defects will be corrected, or that this site, or the server that makes it available, are free of viruses or other harmful components. Higher Images, Inc. does not warrant or make any representations regarding the use or the results of the use of the materials in this site or in third-party sites in terms of their correctness, accuracy, timeliness, reliability or otherwise.

Confidentiality.

Higher Images, Inc. recognizes that you may have occasion to send and have processed information that is considered by you to be confidential or proprietary, including know-how, specifications, drawings, cost or pricing data, customer or vendor lists, bills, ideas, and /or any other written or tangible material referring to the same (Confidential Information). All information used to generate a proposal is not reviewed by Higher Images, Inc., rather it is automatically processed and organized by our server-based software. Such processing is done securely. Should any Confidential Information require access and/or review by Higher Images, Inc. as a result of any technical support or any other reason both during the terms of the Proposal Services and thereafter, Higher Images, Inc. agrees to (1) maintain in confidence such Confidential Information; (2) use all reasonable and prudent precautions to ensure that all such Confidential Information is properly protected and kept from disclosure to unauthorized persons; and (3) refrain from directly or indirectly utilizing such Confidential Information in its own business or disclosing such Confidential Information to any third-party unless such Confidential Information is not deemed to be confidential because it is in the public domain.

Copyrights and Trademarks.

You represent to Higher Images, Inc. and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Higher Images, Inc. for inclusion in your generated proposal are owned by you, or that you have permission from the rightful owner to use each of these elements and shall indemnify, hold harmless, protect, and defend Higher Images, Inc. and is subcontractors from any loss, cost, liability, expense, or damage, including, any claim or suit, threatened or actual attorneys’ fees, costs, and expenses, arising from the use of such elements furnished by you.

Cancellation and Termination:

Cancellation of services requires a 30 day notice, submitted to admin, in writing and signed by an authorized representative of Client. This allows Higher Images the time necessary to process changes to billing and services as well as cancel any outside directory subscription services, if applicable, etc.

Entire Agreement; Amendments.

This Terms of Service Agreement and any agreed upon fee constitute the entire agreement between Higher Images, Inc. and you with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral. Higher Images, Inc. may amend or modify this Terms of Service Agreement or impose new conditions at any time without prior notice. Such amendments and modifications shall be effective immediately upon notice thereof which may be given by means including, but not limited to, posting on the Web Site. Any use of the Proposal Services by you after such notice shall be deemed to constitute acceptance by you of such amendments, modifications or new conditions.

Governing Law.

This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any principles or conflicts of law.

Severability.

If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

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Rocket Websitez

Rocket Web-Sitez
Additional Terms and Conditions

These Rocket Web-Sitez Additional Terms of Service (“RW Additional Terms”), as well as the General Terms and Conditions of Service (“Terms”), apply to the Services, as that term is defined below, that Higher Images provides to its clients (“you”).

Any capitalized terms not defined in these RW Additional Terms have the meanings given to them in the Terms of Service. In the event of a conflict between these RW Additional Terms and the Terms, the provisions of the Terms control.

1 Rocketsitez Services. Higher Images provides various website solutions and products, including but not limited to the following, each included as part of the “Services” that Higher Images offers:

(a) “Platform Services” also referred to as the “Platform” which means, collectively:

      1. The “Website Builder” software that allows you to build Sites;
      2. The Mobile Website Builder; and
      3. The “API” (application programming interface for the Website Builder).

(b) “Core Services”, including but not limited to, the ability to build and maintain multiple sites assigned to your account (“Sites”) for you and, if applicable, any of your customers (your “Clients”) or websites established through the Platform through your account (“Client Sites”).

(c) “Add-On Services”, including but not limited to:

(i) eCommerce functionality: A payment solution provided by Higher Images to allow you to sell products and services to their website visitors (“End Users”).

(ii) Site comments and related Client permissions: “Site Comments” is a collaboration tool that allows users to provide feedback on a Site through comments on the Site.

(iii) Simple Editor: Higher Images’s basic editor that does not include certain advanced functionality such as e-commerce, blogging, or widgets (“Simple Editor”). The functionality of Simple Editor and the related sites are subject to change as additional simplified features are developed and released.

(iv) Additional Terms: Higher Images may, from time to time, add additional Add-On Services that may include expressly designated terms related to such additional Add-On Services (“Additional Terms”). You acknowledge and agree that by engaging a new Add-On Service, you agree to any Additional Terms that may apply. Higher Images is under no obligation to send a Change Notice (as that term is defined below) for any Additional Terms. Instead, you should review these RW Additional Terms when new Add-On Services are added to your account.

B. Services Use. You may use the Services for your personal use or internal business use in the organization that you represent, so long as you are in compliance with all provisions of these RW Additional Terms. It is your obligation to ensure that you fully comply with all applicable laws, regulations and directives with regard to the use of the Platform and the Services.

C. Service Changes and Limitations. Higher Images’s Services are evolving and Higher Images may require that you accept updates to the Platform or other Services, as well as these RW Additional Terms, Privacy Policy and/or other Higher Images Policies. From time-to-time Higher Images may require you to update your software to continue to use the Platform or other Services.

Higher Images reserves the right to stop offering and/or supporting all or part of the Platform or the other Services at any time either permanently or temporarily, at which point your right to use the Platform and the other Services or any part of them will be automatically terminated or suspended. If that happens, unless applicable law requires otherwise, Higher Images is not required to provide refunds, benefits, or other compensation to you in connection with discontinued elements of the Platform or other Services.

HIGHER IMAGES MAY, IN HIGHER IMAGES’S SOLE DISCRETION, LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE YOUR ACCOUNT, YOUR SITES, ANY OF YOUR CLIENT’S SITES, ACCESS TO THE SERVICES OR ANY PORTION OF THEM; PROHIBIT ACCESS TO HIGHER IMAGES’S SERVICES AND PLATFORM, AND HIGHER IMAGES’S CONTENT, SERVICES, AND TOOLS; OR DELAY OR REMOVE HOSTED CONTENT, AND HIGHER IMAGES IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS.

2  Higher Images’s License to You

A. License. Subject to the provisions of these RW Additional Terms, Higher Images hereby grants you a non-exclusive, non-transferable, limited license to use the Platform and other Services solely to create Sites as contemplated by these RW Additional Terms, with the right to sub-license the same only to the extent necessary to permit you and your Clients to access and use the Platform and other Services as contemplated by these RW Additional Terms (the “License”).

The Services, Platform, Marks and related intellectual property are the copyrighted intellectual property of Higher Images or its licensors and may not be redistributed, repackaged or used in any fashion other than as explicitly allowed by these RW Additional Terms. Any violation of this License may result in suspension or termination of your account and you may be refused any and all current or future access to and use of the Platform and other Services. The Services and all other Higher Images intellectual property is subject to this License.

B. Ownership. You acknowledge that the Platform and other Services, including, but not limited to, the software and the trademarks, service marks and logos contained on the Higher Images website (“Marks”), are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. Higher Images and its licensors solely own the Platform, other Services, Marks, and all right, title and interest in and to all copyrights, patent rights, trademark rights, trade secret rights and other intellectual property rights embodied therein, including derivations, modifications, and improvements thereto and all such rights (“Higher Images Content”), are reserved by Higher Images and its licensors.

You and, if applicable, your Clients, will not have any rights to the Platform, other Services or other Higher Images Content except for the License set forth herein. You acknowledge and, if applicable, will cause your Clients to acknowledge that no license or other right of any kind is granted to you or your Clients except as expressly provided in these RW Additional Terms, and that all rights not specifically licensed under these RW Additional Terms are reserved to Higher Images.

C. Links to the Platform. Subject to the terms of these RW Additional Terms, Higher Images grants to you and, if applicable, your Clients a nonexclusive, non-transferable, non-sublicensable right to display on your Sites and/or your Client Sites a link to the Higher Images homepage, as long as you or your Clients use complies with Higher Images’s Trademark and Usage Guidelines. All use of and goodwill associated with the Higher Images marks shall inure to Higher Images’s benefit.

3.  Publicity/Case Study. You authorize Higher Images to use your name, logo and/or trademark in connection with Higher Images’s promotional materials and marketing activities. Any press release or other announcement will only be issued upon prior approval by both you and Higher Images.

You agree that Higher Images may devise a case study of your use of the Services and may use such case-study for marketing of its services to third parties. You will provide reasonable assistance in preparation of such a case study. Higher Images agrees to provide you with access to the results of such case-study.

4.  Registration and Account Management. Some functions of the Services require registration, and as part of the process you will be requested to provide certain information, including among others: your name, email address, physical address, company name, field of business and website URL (“Registration Data”).

The scope of information Higher Images collects is described in these RW Additional Terms and Privacy Policy. If you wish to access or manage any of your Content and/or information, including your Personal Data, you may do so at any time using your account settings and as further described in our Privacy Policy. You may also contact Higher Images by mail directly at 139 E. Main St, Suite 781 Carnegie, PA 15106.

By using the Services, you agree to:

  • Provide true, accurate, current and complete Registration Data that you maintain and promptly update to ensure its accuracy;
  • Maintain the security and confidentiality of your password and any other security or access information used by you to access the Platform or Services;
    • Certain users with special admin privileges may make changes to your Sites or the Services, including Transfer of Accounts and Sites described below. You are solely responsible for ensuring your users with such admin privileges are authorized to take such actions.
  • Refrain from an Account Transfer without Higher Images’s prior written consent (for more information, please see the “Transfer of Accounts and Sites” sub-section below);
  • Refrain from impersonating any person or entity or misrepresenting your identity or affiliation with any person or entity, including using another person’s username, password or other Registration Data; and
  • Immediately notify Higher Images in writing if you become aware of any loss, theft or use by any other person or entity of any of your Registration Data in connection with the Platform, your Sites, or the Services or any other breach of security that you become aware of.

You represent that any communications and all other activities through use of Your Registration Data were sent or authorized by You, and You agree and understand that You are fully responsible for all activities that occur under Your Registration Data.

5.  Transfer of Accounts and Services. You may transfer your Services(s) to another person through the Platform (“Service Transfer”).

If you want to transfer your account to another legal entity (“Account Transfer”) please contact Higher Images Support.

Please note that:

  • You may only request Service Transfers or Account Transfers for Service/Accounts which you are the legal owner and/or holder of rights to, which Higher Images may confirm using its own methods (e.g. confirming your administrative privileges on the account);
  • Account Transfers are subject to HIgher Images’s sole discretion and written approval. Under no circumstances shall Higher Images be obliged to comply with such request;
  • Under no circumstances shall Higher Images act as an intermediary, arbiter, or adjudicator between you and any third party. If your transfer request affects third parties, such in cases where accounts and/or Services are managed by you on behalf of third parties (e.g. your Clients), Higher Images may ask for, and your request may be subject to, such third parties’ consent, although Higher Images is under no obligation to obtain such consent.
  • Any Account Transfer is subject to the transferee entering into a substitute legal agreement with Higher Images and accepting any terms, policies, guidelines and requirements as We may deem applicable, at Higher Images’s sole discretion.
  • Services with ‘Site for Life’ status are non-transferrable.

Higher Images shall not be liable for any claims, suits, liabilities, damages, losses, costs or expenses of any nature whatsoever arising out of or in connection with your Site Transfers and/or Account Transfers. You shall hold Higher Images harmless from any and all claims, suits, proceedings, by any third party, and indemnify Higher Images from any and all fines, costs, expenses (including reasonable attorney’s fees), losses or damages, arising from or connected to any Account Transfer and/or Site Transfer. For the purposes of clarity, Higher Images shall not be liable for disputes between you as the Account owner and other members of your team or your Clients that may own Sites built through the Platform. For more information, see Section 11 Release and Disputes with Others.

6.  Privacy and Data Protection. By using the Services you hereby represent and warrant that you will provide Higher Images only with Personal Data that is required for Higher Images’s Services under these RW Additional Terms and not request or require that Higher Images process Personal Data in any way that would violate applicable Data Protection Laws.

Notwithstanding the foregoing, you are strictly prohibited from uploading to and/or using the Services in connection with Personal Data which constitutes Personal Health Information or which is considered sensitive and/or restricted in nature under applicable Data Protection Laws (“Prohibited Data”), including but not limited to: genetic or biometric data, data concerning health, data concerning a person’s sex life or sexual orientation, Social Security Number or other similar government identifier, financial data (including but not limited to credit card information, credit rating information etc.); and/or information pertaining to minors under 16 years of age.

A. Your obligation to your Clients and Site visitors. Use of Higher Images’s Services does not ensure your compliance with applicable Data Protection Laws, nor is Higher Images responsible for your compliance with such laws. You are solely responsible for providing any required notices and obtaining all required consents from your Clients and/or site visitors in connection with the Services. These notices and consents may include, but are not limited to, notifications under the applicable breach notification statutes, accurate notice of the Personal Data you collect and how it will be shared, and a privacy policy that complies with all applicable law.

You acknowledge that Higher Images shall not be responsible or liable to you, your Clients or End Users for any of your or your Clients’ breaches of applicable law.

B. Higher Images’s Privacy Obligations. Higher Images shall be entitled to use the Personal Data for statistical and financial purposes; provided, however, that any personal attributes shall be removed from such data or otherwise if such is maintained on an aggregated basis.

Higher Images implements appropriate technical and organizational measures to ensure a level of security of Personal Data, appropriate to the risk, as deemed appropriate by Higher Images.

In addition to the above privacy principles and these RW Additional Terms, your and your Client’s use of the Platform and the Services is also subject to Higher Images’s Privacy Policy which informs you of Higher Images’s policies and procedures regarding the collection, use and disclosure of information We receive when you visit Higher Images’s Platform and use any part of the Services. By using or accessing the Services, you consent and you will cause your Clients to consent to the collection and use of information, including Personal Data, as described herein and in Higher Images’s Privacy Policy, as may be amended by Higher Images from time to time.

7.  Pricing, Payments, Refunds, and Taxes. By using the Services, you agree to pay all associated set-up and subscription fees that you agree to upon sign-up (“Services Fees”) with the credit card you are authorized to use and enter upon sign up, which you authorize Higher Images to charge for the Services Fees (“Authorized Card”). You must have an Authorized Card on file at all times to access the Services. Failure to maintain an Authorized Card may result in termination of your Account or Sites. Your Authorized Card will be charged per the payment processor terms each month, and each month thereafter until termination. If you upgrade or purchase services in the middle of the month, You may be charged a prorated fee.

If, for any reason, Higher Images is unable to process any charge or payment, you agree that you are responsible for providing an alternate form of payment or payment arrangement and you are responsible for any resulting processing fees and/or late fees that may be incurred. You understand and agree that Higher Images will charge all Services Fees that are due or past due (including from previous billing periods) and all expenses that are due or past due (including from previous Billing Period and including any expenses related to the failure of your original payment method) and all late fees incurred to the alternate payment method. You expressly authorize these charges.

You are and shall be fully responsible for the payment of any taxes that apply to your use of the Services.

The Services, including without limitation payment processing, may be handled directly by Higher Images or by online third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including among others payment methods, tax liability, collection and use of your Personal Data, and support levels). We recommend that you review the terms of use and privacy policy of such third parties before submitting any Personal Data and using such third parties’ services.

A. Auto-renewal. In order to ensure that you do not experience any interruption or loss of services due to the lapse of any particular subscription period, the Services operate with automatic renewal, on a recurring-fees basis (except where explicitly stated otherwise). Accordingly, where applicable, Higher Images will attempt to automatically renew the applicable Services for a renewal period equal in time to the original subscription period for such Service, and automatically charge you the applicable fees using Your Authorized Card.

Higher Images reserves the right to establish the price for every Service Higher Images offers. Higher Images may change the price of any Service at any time, in its sole discretion. Higher Images reserves the right to charge a price for a Service that was previously offered for free. If Higher Images decides to increase the price of Service for which you are subscribed, Higher Images will make every effort to communicate this pricing change to you via email. Higher Images does not need to notify you if Higher Images decides to raise the price of a Service for which you are not subscribed.

B. Cancellation. Higher Images requires a thirty (30) notice of cancellation through its webmarketing console cancellation form. No refunds will be provided for subscription-based or other Services.

If and when participating in a free trial of a Service, you shall have the right to use the Service for the duration of the free trial without charge until the expiration date of the trial at which point Services shall be discontinued if you do not elect to purchase a subscription to the Service. Note that the functionality of Services during a free trial period may differ from the functionality of a paid subscription term.

C. Late Fees. If Higher Images does not receive your full and complete payment by the due date, We may charge You a late fee on the unpaid balance and may also terminate or suspend Your Service. The fee will be calculated at the maximum percentage permitted by applicable law, not to exceed 1.5 percent per month. In the event Higher Images utilizes a collection agency or resorts to legal action to recover an unpaid balance, you agree to reimburse Higher Images for all expenses incurred to recover such unpaid balance, including reasonable attorneys’ fees and costs. If you fail to pay on time and Higher Images refers your account(s) to a third party for collection, a collection fee will be assessed and will be due at the time of the referral to the third party.

8.  User Conduct; Generated Output

A. User Conduct. In connection with your use of the Services, you agree to abide by all applicable local, state, national and international laws and regulations. You must not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others, Higher Images Policies or the operational or security mechanisms of the Services, and without limiting the foregoing, you may not use (i) the Services or (ii) any Higher Images Content or your Content (collectively, “Content”) except for the intended purposes of the Services, subject to the terms of these RW Additional Terms.

In addition, you may not:

  • alter, modify, delete, forge, frame, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise any part of the the Services, any Higher Images Content, or features;
  • access or attempt to access any Higher Images systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Services; oe
  • abuse or use any other means to affect or manipulate the Services in general or the prices quoted through the Services.

Higher Images is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any of your Content. Higher Images shall not be liable to you or any third party for your Content in any way, including, but not limited to, any mistakes, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing uses related to your Content.

B. Generated Output. Certain features of the Platform or Services permit you to provide prompts or other input (collectively, “Input”) in order to receive output generated by artificial intelligence platform or tool and returned by the Platform or Services based on such Input (“Output”). You agree not to state or suggest that Output was human-generated when it is not. The Platform and Services are not intended to be used, and you agree not to use, or permit any third party to use, the Platform or Services to generate any Output, for:

  • any illegal activity;
  • child sexual abuse material or any content that exploits or harms children;
  • generation of hateful, harassing, or violent content;
  • generation of viruses or malware;
  • any activity that has high risk of physical harm;
  • any activity that has high risk of economic harm;
  • fraudulent or deceptive activity;
  • adult content, adult industries or dating apps;
  • political campaigning or lobbying;
  • activity that violates people’s privacy;
  • unauthorized practice of law or offering tailored legal advice without a qualified person’s review;
  • offering tailored financial advice;
  • diagnosing a certain health condition, or providing treatment instructions; providing diagnostic or treatment services for serious medical conditions; triaging or managing life-threatening issues that need immediate attention; or
  • high risk decision-making.

In addition, you will comply with any third party terms, guidelines, policies or the like to which Higher Images links in connection with your generation of Output.

Ownership of Input and Output: As between you and Higher Images, and to the extent permitted by applicable law, you own all Input and, subject to your compliance with these RW Additional Terms and solely to the extent Higher Images obtains any ownership in any copyrights of your Output, Higher Images hereby assigns to you its ownership interest in such copyrights to your Output. You are responsible for all Input and Output, including for ensuring that it does not violate any applicable law or these Terms. Your Input and Output is deemed to be part of your Content for purposes of these Terms.

Similarity of Output: Due to the automated content generation, Output may not be unique across users and the Platform and Services may generate the same or similar output for you, Higher Images, or a third party. Other users may also provide similar Input and receive the same or similar Output. Responses that are requested by and generated for other users are not considered your Output. You hereby irrevocably release, acquit, and forever discharge, and agree not to sue, Higher Images or any of its affiliates, or any of their employees, officers, directors, or representatives with respect to any liability for direct or indirect copyright, trademark or other infringement, misappropriation or violation of any rights with respect to the Output.

Accuracy: Use of the Platform or Services may in some situations result in incorrect Output that does not accurately reflect real people, places of facts. You agree to evaluate and be responsible for the accuracy of any Output as appropriate for your use case.

Limitations of AI-Generated Output. You acknowledge and agree that, in addition to the limitations and restrictions set forth in these RW Additional Terms, there are numerous limitations that apply with respect to AI-generated Output due to the fact that it is automatically generated, including that:

(a) it may contain errors or misleading information,

(b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content,

(c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense,

(d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks empathy and emotion that humans are able to convey,

(e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive,

(f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making,

(g) AI systems require large amount of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output, and

(h) AI-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

9. Site Deletion due to Inactivity. If you build a Site on the Platform and fail to publish or edit that Site for six months or longer, Higher Images may, at Higher Images’s discretion, delete such Site with or without notice to you. If you delete your account but still have published Sites, Higher Images reserves the right, but is under no obligation, to delete your Sites.

10. Release & Disputes with Others. You are solely responsible for your interaction with your Clients, the End Users, other users of the Services and other parties with whom you come in contact through your and their use of the Platform, Sites and Services. Higher Images reserves the right, but has no obligation, to monitor and/or manage disputes between you and other users of the Services. If you have a dispute with one or more third parties (including, but not limited to, your employees, your Clients, or End Users), you release Higher Images (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident, You waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

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Domain Registration Terms

Higher Images Inc partners with 1&1 Internet Inc in registering your domain therefore you are subject to the terms and conditions of 1&1 Internet.

In registering a domain name through Higher Images Inc., you agree to the following registration terms: 1&1 Registration Agreement for all domain names

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VisitorID

Visitor ID 

Additional Terms and Conditions 

These Visitor ID Additional Terms of Service (“VID Additional Terms”), as well as the General Terms and Conditions of Service (“Terms”), apply to the Services, as that term is defined below, that Higher Images provides to its clients (“you”).

Any capitalized terms not defined in these VID Additional Terms have the meanings given to them in the Terms of Service. In the event of a conflict between these VID Additional Terms and the Terms, the provisions of the Terms control. 

  1. Visitor ID Services. Higher Images provides access to a web-based portal containing data, reports, dashboards, and analytics through a product named Visitor ID that is a set of bundled, software-driven digital marketing data-gathering and analysis tools offered by Higher Images, which includes multiple modules, applications, platforms, interfaces, analytic engines, and other elements (the “Services”). As part of the Services, Higher Images will provide consulting and implementation assistance for Visitor ID as agreed upon with Higher Images. 

Non-Exclusivity. Higher Images reserves the right to provide similar services to other clients, including your direct competitors. This Agreement does not grant you exclusivity over any features or functionalities of the Services.

  1. Intellectual Property Ownership. To provide the Services, Higher Images uses and licenses proprietary software (“Software”), know-how and other items that together embody the intellectual property of Higher Images and its licensors. 
    1. Higher Images and its licensors own the Software, reports and analysis created thereunder (the “Reports”), and all associated intellectual property. Higher Images and its licensors own the intellectual property associated with all the content in the Reports, including all information, artwork, text, trademarks, trade dress and report formatting. Higher Images grants you a non-exclusive, nontransferable, royalty-free, license to access and use the Reports for your internal business purposes only.
    2. You retain ownership of data and intellectual property rights associated with such data. 
  2. Grant of Limited License. Higher Images hereby grants you a non-exclusive, non-transferable license (a) to use the Software and its related documentation for your internal business purposes only, in the conducting your normal business; and (b) to copy any software data files created by the Software or for back-up or archival purposes. 

Use of the Services and Software is limited to your authorized personnel and access may not be granted to any other individual or entity without Higher Images’s advanced written permission. Use of the Services shall be limited to your internal business uses only in the ordinary course of business. Any use exceeding this limitation shall represent a material breach of these VID Additional Terms and the license provided hereunder. 

If the software license granted herein is terminated for any reason, you acknowledge that you have no rights in the Software. 

  1. New Intellectual Property. In the course of performing its duties, Higher Images may use enhancements, discoveries, processes, methods, designs and know-how, whether or not copyrightable or patentable, which Higher Images conceived during the course of this and other consulting engagements. In addition, Higher Images may independently develop enhancements, processes, methods, designs or know-how during the term of this consulting engagement. The parties understand and agree that any such developed enhancements, processes, methods, designs, know-how, or other such similar matters shall not be considered works for hire and are the sole and exclusive property of Higher Images and it shall have sole ownership of all such matters, including copyrights, trademarks and patents, subject only to the license granted hereunder. 
  2. Client Information Rights. You represent and warrant that you hold all rights and permissions necessary to provide data and other client information to Higher Images for the uses specified in these VID Additional Terms. You are solely responsible for the accuracy, integrity and completeness of client information. 
  3. Client Information Responsibilities; PII; Privacy Obligations. You agree that you are the data controller of personal information and/or personally identifiable information (“PII”) collected or otherwise entered into its licensed accounts for the Software and/or the Services. You grant to Higher Images the right and license to make use of Data, including but not limited to PII, for the purpose of processing said information as necessary in order to provide the Services. Higher Images agrees that it shall make use of PII only for the purpose of processing the PII for the purposes of providing the Services and for otherwise complying with legal and/or regulatory requirements imposed upon Higher Images with respect to the PII or otherwise. 
  4. Data Protection. You are responsible for all of your sites that are integrated or used with the Services, including without limitation: 

(a) compliance with all applicable laws that relate to data protection and individual privacy and publicity rights; and 

(b) posting an online privacy notice that: 

(i) discloses in a legally sufficient manner how Data (including PII) is collected and the purposes for which Data is collected and used by you and Higher Images; and

(ii) includes instructions on how end users can control the collection of Data by web browsers and mobile devices and how end users can opt-out from receiving interest-based advertising. 

  1. Potentially Applicable Laws. Applicable laws that you must comply with may include, but are not limited to, the following:

(a) GDPR. You shall be responsible for addressing any and all inquiries or requests from individuals regarding their PII pursuant to the General Data Privacy Directive of the European Union and the rules thereunder (the “GDPR”). Higher Images agrees to cooperate in a commercially reasonable manner with you with respect to instructions received in writing from you regarding your PII disclosure and/or removal obligations under the GDPR. Where your sites attract end users from European territories, you must deploy a consent and transparency mechanism (“Consent Mechanism”) on your sites to obtain end user consent to Higher Images placing cookies or similar tracking technologies on end users’ browsers and/or through e-mails. 

(b) CCPA. You shall be responsible for addressing any and all inquiries or requests from individuals regarding their PII pursuant to the California Consumer Privacy Act and the rules thereunder (the “CCPA”). Higher Images agrees to cooperate in a commercially reasonable manner with you with respect to instructions received in writing from you regarding your PII disclosure and/or removal obligations under the CCPA. You must provide specific notice to California residents in your online privacy notice that includes a link to the California Residents Section of Higher Images’s Service Privacy Notice, which addresses Higher Images’s obligations under the CCPA. 

(c) Other Applicable Privacy Laws. You shall be solely responsible for complying with and monitoring changes to existing privacy laws and regulations and/or the passage of new privacy laws and/or regulation which may apply to you and your responsibilities for the handling of PII for which you may be considered an owner, controller, or processor (or other such similar position of legal responsibility as such laws or regulations may impose upon you). You acknowledges and agrees that as the owner of the website(s) through or in association with which the PII processed by Higher Images is gathered, that you are solely responsible for and shall have final say as to whether and to what extent such PII is processed by Higher Images and you shall assume full legal responsibility for all such decisions and/or directives to Higher Images and it shall indemnify and hold Higher Images harmless for all such decisions and/or directives. 

Notwithstanding your responsibility for posting an online privacy notice in compliance with the other provisions of this Section, above, Higher Images may, in its reasonable discretion, take steps to inject or otherwise display certain privacy notices, acknowledgements, and/or Consent Mechanisms on all your sites integrated or used with the Services for the purposes of informing and/or securing consent or approval from end users with respect to obligations under applicable privacy laws and/or regulations with respect to the Services and you agree to cooperate to the fullest extent practicable and/or required by law with Higher Images in complying with such privacy laws or regulations and the exercise of the rights retained by Higher Images under this Section, absent an express choice by you to exclusively make use of your own privacy policies, notices, and/or consent mechanisms. In the event that you chooses to make use of its own privacy notices, acknowledgements, and/or Consent Mechanisms to the exclusion of Higher Images’s privacy notices and/or consent mechanisms, you shall so notify in advance, in writing, and you shall, at that time, acknowledge your sole responsibility for the display of all privacy notices and/or Consent Mechanisms and your obligation to indemnify and hold Higher Images from any violations of then-applicable law arising from your election to make exclusive use of its own privacy notices, policies, and/or Consent Mechanisms. 

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Database, Applications and E-Commerce

Database, Application, and E-Commerce
Additional Terms of Service 

These Database, Application and E-Commerce Additional Terms of Service (“DAE Additional Terms”), as well as the General Terms of Service (“Terms”), apply to the Services, as that term is defined below, that Higher Images provides to its clients (“you”).

Any capitalized terms not defined in these DAE Additional Terms have the meanings given to them in the Terms of Service. In the event of a conflict between these DAE Additional Terms and the Terms, the provisions of the Terms control. 

1. E-commerce Services. Higher Images provides access to an e-commerce platform that enables you to sell products and services. Among other features, this platform includes a range of tools for you to build and customize online stores, sell in multiple places (including web, mobile, social media, online marketplaces and other online locations (“Online Services”) and in person (“POS Services”)), manage products, inventory, payments, fulfillment, shipping, business operations, marketing and advertising, and engage with existing and potential customers (collectively, “Services”). Any new features or tools which are added to the current Services will also be subject to these DAE Additional Terms. 

2.  Your Responsibilities. You, not Higher Images, are responsible for your all transactions conducted through the Services, any goods or services you sell, and your relationship with your customers.

(a)  You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfillment timelines.

(b)  You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your use of the Services, your trademarks, copyrighted content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates (collectively, “Materials”), and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these DAE Additional Terms. 

(c)  You represent and warrant that all information you provide through the Services, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Higher Images will not be the seller or merchant or record and will have no responsibility for your use of the Services or items sold to customers through the Services.

(d)  You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

(e)  You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) or the laws applicable to you in your customer’s jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under these DAE Additional Terms.

3.  Conditions of Use. You confirm that you are receiving the Services for the purposes of carrying on a business activity and not for any personal, household or family purpose. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Higher Images. You understand that any Materials you provide may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means your trademarks, copyrighted content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Higher Images or its affiliates.

4.  Higher Images Rights. 

(a)  Higher Images has the right to control who may use the Services and can modify them at any time. Higher Images also has the right to refuse or remove Materials from any part of the Services.

(b)  Higher Images reserves the right to provide its Services to your competitors and makes no promise of exclusivity. Higher Images may offer the Services to your competitors, but will never share your confidential information with them in doing so.  

(c)  The Services have a range of features and functionalities. You may not have access to all Services or features and Higher Images is under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, Higher Images reserves the right to modify the Services or any part thereof for any reason, without notice and at any time.

(d)  Higher Images does not pre-screen Materials and it is in Higher Images’s sole discretion to refuse or remove any Materials from any part of the Services, including if Higher Images determines in its sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate DAE Additional Terms.

(e)  Verbal or written abuse of any kind (including threats of abuse or retribution) of any HIgher Images employee, member, or officer will result in immediate Account termination.

(f)  Higher Images has the right to control who may use the Services and can modify them at any time. Higher Images also has the right to refuse or remove Materials from any part of the Services.

5.  Payment Processing. Upon completion of sign up for the Services, Higher Images will, if necessary, create one or more accounts on your behalf to process payments. You acknowledge that it is your sole responsibility to activate and maintain these accounts. If you do not wish to keep a payment account active, it is your responsibility to deactivate that payment account. 

You further acknowledge and agree that you will be responsible for the security of all payment information collected through your use of the Services, and that Higher Images will not be liable for security breaches or fraudulent transactions that occur as a result of your failure to implement appropriate security protocols.

6.  No Warranty of Transaction Success. Higher Images does not guarantee or warrant, and expressly disclaims any and all guarantees and warranties regarding, the success, completion, timeliness, or accuracy of any transactions processed through the Services.

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Email Terms and Conditions

Email
Additional Terms and Conditions

These Email Additional Terms of Service (“Email Additional Terms”), as well as the General Terms and Conditions of Service (“Terms”), apply to the Services, as that term is defined below, that Higher Images provides to its clients (“you”).

Any capitalized terms not defined in these Email Additional Terms have the meanings given to them in the Terms of Service. In the event of a conflict between these Email Additional Terms and the Terms, the provisions of the Terms control. 

1.  Email Services. Higher Images may provide access to web-based email services, as well as cloud, organizer, and associated support services (collectively, “Email Services”). 

2.  License. All assets provided as part of the Email Services, including, but not limited to, email addresses, are owned by Higher Images or its licensors. Higher Images grants you a non-transferable, revocable, non-sublicensable, limited license to use the Email Services and associated assets. Higher Images reserves the right to change your email address or any other assets associated with the Email Services if, in Higher Images’s sole discretion, such asset is inappropriate or infringes on the rights of a third party.

3.  Account Management Policies. Higher Images may establish practices and limits concerning your email account, including, but not limited to, the period of time your email will be retained; the number, size and type of email messages and attachments you may send and receive; and the amount of space allocated to your email storage. Higher Images may change these practices from time to time. 

4.  Use of Email Services. Higher Images prohibits unsolicited email to be sent through the Email Services. You agree to use the Email Services only to send and receive personal messages. 

5.  No Anti-virus Protection. You understand that unless otherwise specified in your service level or plan terms, Higher Images does not utilize anti-virus software or services to scan for viruses. If your service level or plan terms do include anti-virus software or services, you understand that not all viruses can be detected and/or cleaned. You are responsible for any damages caused by your decision to open or download any email or attachments. 

Notwithstanding the foregoing, Higher Images uses a variety of techniques to address emails or attachments that Higher Images believes are unsolicited, inappropriate or harmful. In doing so, Higher Images may block or delete email or attachments sent by you or to you, even though such email or attachments may not be unsolicited, inappropriate or harmful. 

You agree that Higher Images will not be responsible for any emails or attachments that are blocked or deleted for any reason and that you have no right, and Higher Images has no obligation, to retrieve or access any such deleted or blocked email or attachments. You further agree that Higher Images will not be responsible for any emails or attachments that it fails to block or delete, even if such email or attachments contain viruses or are otherwise harmful to your computer.

6.  Service Interruptions. Higher Images takes reasonable efforts to keep its Email Services operational, but cannot guarantee uninterrupted service. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Higher Images further cannot guarantee the delivery, timeliness, or accuracy of any emails sent through the Email Services. You acknowledge that emails may be delayed, blocked, or fail to be delivered due to various factors outside of Higher Images’ control, including spam filters, server issues, or incorrect email addresses. Higher Images shall not be held liable for any of the consequences of such interruptions, delays, blocks, or failures, which shall not be considered a breach of this agreement.

7.  Term and Termination. The initial term of your access to the Email Services will be one (1) month and shall be automatically renewed each month for additional one month periods unless and until sooner terminated. Higher Images or you may terminate the Email Services at any time for any reason, with or without cause, upon thirty days’ written notice. 

In addition, Higher Images may suspend or terminate your use of the Email Services immediately and without notice:

(a) if Higher Images, in its sole discretion, deems that you have breached any part of these Email Additional Terms

(b) if your payment provider refuses payment of fees or charges or you refuse authorization for same, or

(c) if payment for the Email Services is more than fifteen days overdue.

Upon termination, you will no longer have access to your account, including but not limited to e-mails, log files, databases, or other data files associated with your account may be deleted. HIgher Images will not be liable for such deleted information or content. Email in inactive or terminated accounts may be deleted.

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Social Media Marketing and Development Terms and Conditions

AUTHORIZATION

Client grants Higher Images the authority to create a Business/Fan Page/profile on Client’s behalf. Client also grants Producer the authority to create a Personal Profile (if Client does not already have one) on Client’s behalf. Client also grants Producer the authority to create a Gmail account on Client’s behalf (solely to assist with Facebook/Twitter/social media accounts set-up and only where Client does not already have a Personal Profile on Social Media websites). Upon completion of the Project, Higher Images shall no longer have any authority with respect to Client’s Facebook and (as relevant) Gmail account(s) and Client is advised to change all relevant passwords at that point to maintain privacy.

Facebook/Twitter/Social Media Websites Rules- Client acknowledges and understands that Client and Client’s Business/Fan Page are subject to Facebook/Twitter/Social Media Websites terms and conditions. Client also acknowledges and understands that non-compliance with Facebook/Twitter/Social Media Websites terms and conditions can cause Facebook/Twitter/Social Media Websites to terminate Facebook/Twitter/Social Media Websites profiles, pages and other privileges.

AGE-Client certifies that he or she is at least 18 years of age.

RESERVATION OF RIGHT

Higher Images reserves the right to refuse service to anyone for any reason or no reason at all. In this situation, provided no effort has been expended on the Project, Higher Images will refund the fee paid by Client. Where effort has been expended on the Project, Higher Images will retain a pro-rata share reflecting the level of effort already undertaken.

CESSATION OF OBLIGATIONS

Upon completion of the Project, Higher Images shall have no further obligation to Client. Completion occurs when the Business/Fan Page has been created using the information supplied by Client, and Higher Images has supplied Client with the URL of the new Page and any relevant user IDs and passwords.

CLIENT’S WARRANTY

Client warrants that Client is the owner of the rights in the information and materials supplied for his/her/its Business/Fan Page/social media profiles and that they do not infringe the copyright, trademark, patent, statutory, common law or other property rights of any third party, that they do not contain any defamatory or harmful material or any factual inaccuracies and that Client has the full power to convey the rights granted in this Agreement.

AUTHORITY TO ENTER INTO AGREEMENT

Client acknowledges and represents that Client is authorized and has full authority to enter into this Agreement.

PAYMENT AUTHORIZATION

Return of a completed Proposal form, including signature by Client or an authorized representative of Client, to Higher Images shall engage Higher Images, Inc. (“Higher Images”) to deliver the services set forth in the Proposal. Client agrees to the above pricing and the terms and conditions herein and also located on Higher Images website, www.higherimages.com. Pricing is good for 15 days from the date of this Proposal. All orders are subject to approval and acceptance by Higher Images. Client further authorizes Higher Images to charge Client’s credit card account for the fees stated in the Proposal. If Client is a corporation, partnership or other legal entity (“Company”), the person signing above warrants that he or she has the authority to enter into this agreement on behalf of the Company. Cancellation and Termination: Cancellation of services requires a 30-day notice, submitted to admin, in writing and signed by an authorized representative of Client. This allows Higher Images the time necessary to process changes to billing and services as well as cancel any outside directory subscription services, if applicable, etc. Details of the services referenced above will be mailed to Client, upon request, after Higher Images receives this approved proposal. Profiles/fan pages/social media profiles and management will not be started without payment in full.

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Search Magnet Local®, Terms and Conditions

Search Magnet Local
Additional Terms and Conditions 

These Search Magnet Local™ Additional Terms of Service (“SML Additional Terms”), as well as the General Terms and Conditions of Service (“Terms”), apply to the Services, as that term is defined below, that Higher Images provides to its clients (“you”).

Any capitalized terms not defined in these SML Additional Terms have the meanings given to them in the Terms of Service. In the event of a conflict between these SML Additional Terms and the Terms, the provisions of the Terms control. 

1.   Search Magnet Local™ Services. Higher Images provides website and search engine optimization (“SEO”) and online advertising services (the “Services”). As part of the Services, Higher Images may provide consulting and implementation assistance, as agreed upon in writing. The Services may include, but are not limited to (a) using specific keywords and/or phrases to improve the search engine ranking of; (b) obtaining “back links” from other related websites and directories in order to generate link popularity and traffic; (c) editing and/or optimizing text for various html tags, meta data, page titles, and page text as necessary; (d) analyzing and recommending optimal website structure, navigation, code, or other elements for best SEO purposes; (e) creating traffic and ranking reports showing rankings in the major search engines; and (f) creating blog posts and social media posts.

2.  Disclaimer. You acknowledge that Higher Images has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future, and that Higher Images does not guarantee results, and makes no guarantees about placements or positioning with third-party directories or publishers, including, but not limited to, No.1 positions or consistent top 10 positions, for any particular keyword, phrase, or search term, or for any of your sites. You further understand that SEO alone cannot be held responsible for a site’s success or failure and acknowledge that your website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory. 

3.  Costs of Revisions. You are solely responsible for maintaining and revising your web pages, content, and other materials. Higher Images is not responsible for any additional fees you incur in re-constructing, re-optimising or otherwise modifying web pages, content, or other materials, even if such changes are made pursuant to Higher Images recommendations.

Any changes you make to the website, content, or SEO strategies implemented by Higher Images may negatively affect the Services or results. Higher Images is not responsible for any negative impact on performance due to unauthorized modifications.

4.  Posting on Third Party Sites. 

(a) You agree that Higher Images may post content you submit on third party websites via your user account with such websites, and authorize Higher Images to do so. You agree that such authorization shall comply with the terms of service, content guidelines and policies, and any other obligations, requirements or restrictions imposed by such third-party websites and that you are subject to all obligations, requirements and restrictions set forth therein.

You acknowledge that Higher Images will not be able to remove content once it has been posted to a third-party website. If the merchant with respect to which the content was posted disputes the content, you will be contacted, and the dispute will be resolved using Higher Images’s standard dispute resolution process. 

(b)  In addition, if you have provided Higher Images with access to your user account for a third party website, you authorize Higher Images to monitor your user account with such third party website to enable Higher Images to provide you with reporting, metrics, and related information with respect to the postings made via your user account. 

(c)  You acknowledge and agree that Higher Images has no responsibility for such third party websites, or the acts or omissions of the owners of such websites, and shall have no responsibility for the availability of such third-party websites or the inclusion or removal of any Content posted thereon. 

You further acknowledge and agree that Higher Images shall not be liable for any loss, damage, claims, suits or other liabilities you may incur as a result of Higher Images posting your Content on such third-party websites.

5.  Reviews. You hereby authorize Higher Images to publish your content and content referencing you which has been submitted to the reviews portion of the Services by others, to third-party websites, such as Google and Yelp, using your account information. 

6.  Content Management. 

(a) Higher Images does not pre-screen material submitted through the Services. With respect to such content, Higher Images acts as a passive conduit and is not responsible for the contents of any such content. Any opinions, advice, statements, services, offers or other information in content provided by any users, clients or other third parties are those of the respective author and not of Higher Images.

(b)  Higher Images neither endorses nor guarantees the accuracy, completeness, or usefulness of any such content. 

(c)  You are responsible for ensuring that content submitted by you through the Services is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity or of any applicable law. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of content to Higher Images and/or the Services.

(d)  Higher Images has the right, but not the obligation, to monitor content submitted through the Services to determine compliance with these Terms and any other applicable rules that we may establish from time to time. Higher Images further has the right, in its sole discretion, to edit or remove any Content submitted to or posted in any online discussion forum or chat room provided through the Site. Without limiting the foregoing, Higher Images has the right to remove any content that Higher Images, in its sole discretion, finds to be in violation of these Terms or otherwise objectionable. You are solely responsible for the content that you post through the Services.

7.  Indemnification. you agree to indemnify, defend, and hold harmless Higher Images, its affiliated companies, and their owners, officers, employees, directors, contractors, agents, third-party suppliers, licensors, and partners (individually and collectively, the “Higher Images Parties”) from and against any and all claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of from content you provide to Higher Images and the posting of such Content to a third-party website on your behalf, including, but not limited to,any and all claims that the content or posting of the content violates the terms of service, content guidelines and policies, and any other obligations, requirements or restrictions imposed by such third-party websites. 

8.  Third Party Statements. Higher Images is not responsible or liable for the conduct of or views, opinions and statements expressed through the Services by users and other third parties.

9.  License. If you submit any content to the Services, to the extent such content constitutes a review of a third-party website or third-party product or service, you agree that you shall not post any substantially similar content on any other commercial website that permits its users to post website, product or service reviews. Nothing in these SML Additional Terms shall prohibit you from posting such content on your personal website or blog for non-commercial purposes.

10.  No Endorsement. From time to time the Services may include links to other websites. These links are provided for your convenience to provide further information. They do not signify that Higher Images endorses such websites, and Higher Images has no responsibility for the content of such websites.

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Website Terms and Conditions

Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors, Higher Images Inc. cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.

The website, graphics and any programming code remain the property of Higher Images Inc. until all outstanding accounts are paid in full.

Any scripts, CGI applications, php scripts, or software (unless specifically agreed) written by Higher Images Inc. remain the copyright of Higher Images Inc. and may only be commercially reproduced or resold with the permission of Higher Images Inc.

Higher Images Inc. cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.

Any additions to the brief will be carried out at the discretion of Higher Images Inc. and where no charge is made by Higher Images Inc. for such additions, Higher Images Inc. accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.

The client agrees to make available as soon as is reasonably possible to Higher Images Inc. all materials required to complete the site to the agreed standard and within the set deadline.

Higher Images Inc. will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.

Higher Images Inc. will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.

Higher Images Inc. will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.

Higher Images Inc. will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.

A deposit of 50% is required with any project before any design work will be carried out.

Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e. If the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary.

Higher Images, Inc. requires the cooperation of clients for input and feedback for the website build-out process. In the event that Higher Images cannot get in touch with a client, or a client continuously fails to communicate with Higher Images by failing to respond to requests, inquiries, emails, and/or phone calls in regard to the projects, Higher Images reserves the right to suspend a project. If a project is suspended and client wishes to re-instate the project, an activation fee is required to make it active again.

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Messenger Terms and Conditions

All Advertising is subject to publisher’s approval. The messenger reserves the right to reject or revise any advertising, at any time, for any reason.

All advertising which simulates “news-style” (or advertorial) is required to carry the word “advertisement” in the ad.

Cancellation of any advertising must be received in writing in writing prior to the space reservation deadline. Any cancellation after the space reservations deadline will be billed at 100%.

Advertisers requesting extensive changes to ad copy after original copy has been set will be charged for required makeover time at a rate of $30 per hour.

PAYMENT TERMS:
  • All advertisements are to be paid at time of order.
  • All “Going out of business” advertisements will be accepted on a prepaid basis only.
  • All political advertisements will be excepted on a prepaid basis only.
  • Monthly automatic ACH and credit card debts are available.
  • The Messenger reserves the right to hold an advertiser’s insertion for delinquent account balances or nonpayment.
LIABILITY:

Advertiser shall assume responsibility and liability for all content (including pictorial representations and graphic artwork) of advertisements placed by the Messenger and shall assume full responsibility for any claims arising there from made against the messenger it’s owners, agents and employees.

Advertiser agrees to indemnify and hold the Messenger harmless of any and all expenses or losses, including but not limited to attorney’s fees and legal judgments occurred by the Messenger for any reason and any and all claims arising out of publication of any advertisement place by the advertiser.

The Messenger shall not be liable for any reproduction or typographical errors which do not lessen the value of the advertisement and will not be subject to allowance. The publisher’s liability for other errors or omissions in connection with an advertisement is strictly limited to publication of the advertisement and any subsequent issue or in the refund of any monies paid for the advertisement.

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Search Engine Marketing / Call Tracking / Webtracker

Search Engine Marketing / Call Tracking / Webtracker Advertising Terms and Conditions – These Higher Images, Inc., Search Engine Marketing Advertising Terms and Conditions (‘Advertising Agreement’) are incorporated into and made a part of this Agreement if Business places an order for Advertising using the Service, either on behalf of its own business or on behalf of another business.

Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Account Terms and Conditions, of which this agreement is a part.

Definitions & Conditions.

Advertising:

Advertising means the placing of Ads with Publishers using the Services.

Campaign:

Campaign shall refer to the unit of Advertising for which Business has contracted with Company to place on the Business behalf. A Campaign shall have a budget, an actual start and end date, and shall consist of one or more ads placed at one or more publishers, each of which shall link through to a destination page. Each campaign shall be subject to this Agreement set herewith.

Order Date:

Order Date shall refer to the date at which the request for Advertising is submitted to Company by Business through the Platform, whether or not that Advertising order is accompanied by actual payment.

Campaign Budget:

Campaign Budget shall refer to the maximum allowable amount that Business, by agreeing to this Agreement, has given permission to Company to spend on Business behalf for Advertising for a specific Campaign (not including any Campaign Management fees, which shall be paid by Business in addition to the Campaign Budget). Business agrees to pay in full for the Campaign Budget as provided below.

Publishers:

Publishers shall refer to one or more online or offline businesses that accept Advertising orders from Company on behalf of the Business. Business agrees that the selection of Publishers is entirely at Company’s discretion and may change at any time, even while the Campaign is active. Business also agrees that Company may allocate some or all of Business Campaign Budget on Company’s website.

Ads:

Ads shall refer to one or more advertisements submitted by the Business using the Service, as such Ad may be modified as provided herein. Business agrees that Company may, at any time and for any reason, modify the Ads provided by Business to Company in order to comply with Publisher specifications or for any other reason. Business also agrees that Business modifications to Ads and/or Ad modification requests made by Business to Company once the Campaign order has been placed may not be processed, as some Publishers may not accept changes for Ads once a Campaign is active.

Visits:

Visits shall refer to the number of times an Ad has been clicked on by someone viewing the Ad. Business agrees that all statistics pertaining to Visits and posted on the Company website or sent through e-mail while the Campaign is running are preliminary and subject to change, either by Company or by the Publishers providing said statistics to Company. Business also agrees that, once the Campaign has ended, all statistics pertaining to Visits and posted on the Company website or sent through e-mail are final and conclusive, and not subject to review or challenge, for all purposes of this Agreement.

Cost Per Visit:

Cost Per Visit shall refer to the amount Company charges for each Visit. Business agrees that the Cost per Visit will vary by Publisher as well as many other variables, including but not limited to:

  • the time of day the Ad is clicked;
  • the number of other advertisers purchasing advertising with Publisher;
  • the nature of the products & services Business wishes to promote.
Actual Campaign Spend:

Actual Campaign Spend shall refer to the sum of all Visits multiplied by their individual Cost per Visit. For example, if the Campaign has two Visits and the first Visit costs $1.00 and the second Visit costs $0.50, the Actual Campaign Spend will be $1.50 or ($1.00*1) + ($0.50*1). Actual Campaign Spend does not include any Campaign Management Fees (see below) that may or may not assessed at the time of the Advertising order.

Target Geographies:

Target Geographies shall refer to the geographic areas the Business has requested that their Ads be displayed in. Business agrees that Company is not ultimately responsible for the display of Business Ads and, as such, cannot guarantee that the Business Ads will only or primarily be displayed to people in those target geographies. Business agrees that Publishers may user varying ways to detect where people are from when determining whether to display an Ad, including, but not limited to:

  • IP targeting based on where users are accessing the Internet;
  • user registration information at the Publisher sites;
  • explicit geographic search queries made by the user. Accordingly, Business agrees that Company is in no way responsible for the accuracy of such methods for determining the geographic location of the people viewing Business Ads.
Target Duration:

Target Duration shall refer to the number of days or months Business wishes the Campaign to run. Business agrees that Company shall have the right to extend the duration of the Campaign in the event the Actual Campaign Spend is less than the Campaign Budget, thereby extending the duration of the Campaign. Business agrees that Company may stop a campaign before the Target Duration has been reached in the event that the Actual Campaign Spend has reached or exceeded the Campaign Budget. Business also agrees that the Company may stop a campaign before the Target Duration has been reached in the event of any violation of this Agreement or in the event one or more Publishers refuses to continue running the Business Ads. In those cases where a Campaign is stopped and the Actual Campaign Spend is less than the Campaign Budget, please refer to the Cancellation and Refund Policy Section below.

Target Start Date:

Target Start Date shall refer to the day the Business has requested that their Campaign begin. Business agrees and understands that Company needs to review all Campaigns prior to placing said Campaigns at Publishers. Business further agrees and understands that Company may take up to three (3) business days to complete said review and may, in fact, take longer if Company requires further input from Business. In the latter case, Company shall make reasonable efforts to contact Business to resolve any issues but cannot guarantee when said issues will be resolved owing to the uncertain nature of reaching Business. In addition, Business agrees and acknowledges that Publishers may take several additional days to distribute the Campaign through their network and publications. Based on all of the above, Business agrees and acknowledges that Company shall have no liability here-under or be deeded in breach hereof if the Actual Start Date is later than the Target Start Date.

Actual Start Date:

Actual Start Date shall refer to the actual day that the Business Campaign begins running with one or more Publishers.

Target End Date:

Target End Date shall refer to the Actual Start Date plus the Target Duration (in days). For example, the Target End Date will be July 15, 2004 if the Actual Start Date is July 1, 2004 and the Target Duration is 14 days.

Actual End Date:

Actual End Date shall refer to the actual day that the Business Campaign has stopped running at all of the Publishers. As mentioned above, Business agrees that Company may extend the Actual End Date past the Target End Date in order to try and meet the Campaign Budget. Business agrees that the Company may stop a campaign before the Target Duration, with or without cause, upon notice, at which time the Actual End Date will be set to the date the campaign is stopped. Business agrees that even though Business may stop a campaign once it has started subject to the Cancellation & Refund Policy as enumerated below Company may be unable to stop the campaign at that moment in time with all Publishers. Business understands that Company will take reasonable efforts to stop the campaign with Publishers; Business agrees and acknowledges that the ability to terminate a Campaign rests solely with the Publisher. Accordingly, Business agrees that Actual End Date may be different from the date on which Business stops the campaign through the Platform.

Products & Services:

Products & Services shall refer to the various business categories that the Business has selected to promote via the Platform. Business agrees that Company, while it will take all reasonable efforts to promote the Products & Services at the Publishers, makes no guarantee financial or otherwise that all Products & Services will be advertised, particularly if advertising all Products & Services will result in the Actual Campaign Spend exceeding the Campaign Budget.

Keywords:

Keywords shall refer to individual words or word phrases that Company may purchase on behalf of Business to run at various Publishers. Business may through the Platform specify Keywords to be used in the Campaign. Business agrees that Company, while it will take all reasonable efforts to promote these Keywords at the Publishers, makes no guarantee financial or otherwise that all Keywords will be advertised, particularly if advertising all Keywords will result in the Actual Campaign Spend exceeding the Campaign Budget. In addition, Business agrees that the rules for displaying Ads when certain Keywords are entered by a user at a Publisher are totally controlled by the Publisher and, as such, Business agrees that Company makes no guarantee financial or otherwise about when or where Ads will be displayed when certain Keywords are entered by a user at a Publisher.

Tracking Information:

Tracking Information shall refer to one or more of the following:

  • Phone Number Tracking;
  • E-Mail Tracking;
  • Coupon Tracking;

Destination Page Tracking. Business agrees that Company, in an effort to provide statistics to Business, may apply certain tracking solutions to the Business Campaign. Specifically, Business agrees that Company has the right, but not the obligation, to do the following for each Campaign:

  • Provision Tracking Phone Numbers that will be displayed to the user in lieu of the Business phone number and which will forward to the Business phone number;
  • Substitute Business e-mail address(es) with e-mail form(s) in order to be able to track e-mails associated with the Campaign;
  • Require users to provide registration information in order to print a Business coupon;
  • Deploy click tracking code to track the pages that users may access as a result of the Campaign. With regard to the Tracking Phone Numbers and Tracking E-Mail Addresses, Business agrees and understands that Company is not responsible for the original phone numbers and e-mail addresses entered by Business and which the Tracking Phone Numbers and Tracking E-Mails, respectively, will forward to. Furthermore, Business acknowledges that, for local Business phone number, Company will first try to provision a local Tracking Phone Number, but, in the event such a local Tracking Phone Number is not available, Business hereby gives Company permission to provision a toll-free Tracking Phone Number instead.
Phone Number Tracking:

Business further agrees that, as part of provisioning Tracking Phone Numbers, Company has the right, but not the obligation, to turn on enhanced phone tracking features. Those features may include, but are not limited to: call review (whereby a recording of the inbound phone call is made and stored for review by Business for a period of time to be determined solely by Company); caller ID (whereby the phone number of the caller is used to look-up their name and address). In the case of call review, Business hereby agrees and understands that an initial recording may be played to callers prior to the completion of call notifying the caller that the call may be recorded. The exact message to be played to the caller is at the sole discretion of Company.

Destination Page:

Destination Page or Landing Page shall refer to the website that users will visit when they click on one of the Business Ads. Company currently provides two Destination Page options to Business for its Campaign: (i) Standard Offer Page or Landing Page; (ii) Existing website.

  • With a Standard Offer Page, Company provides Business with the ability through the Platform to create a basic website based on information provided by Business. Business agrees that Company may, from time to time, change the format of the Standard Offer Page, requiring the Business to add or delete information previously collected from the Business. Business agrees that Company may substitute Tracking Phone Numbers for the Business phone numbers on the Standard Offer Page, may substitute Tracking E-Mail Forms for the Business e-mail addresses, and may collect user information before allowing users to print Business coupons and offers. Business agrees that Company may restrict the ability of Business to modify or request modifications to Business Standard Offer Page once the Campaign is running. Business agrees that Company has the right, but not the obligation, to review and modify any and all content on the Standard Offer Page, whose content other than the content substituted by Company as mentioned above remains the sole responsibility of Business. Business agrees that all content on the Standard Offer Page complies with the Business Representation section below and otherwise with this Agreement.
  • With an Existing website, Business agrees that Company will direct all users who click on Business Ads to a website owned and operated exclusively by Business. Business hereby gives Company permission during the duration of the Campaign to do one or more of the following for users visiting the Business website as part of the Campaign ONLY:
    • substitute Tracking Phone Numbers for the Business website phone numbers;
    • substitute Tracking E-Mail forms for the Business website e-mail addresses;
    • place click tracking code on pages (URLs) specified by Business;
    • place a frameset above the Business website with the Tracking Phone Numbers and Tracking E-Mail form link;
    • place a frameset above the Business website with links to the Company website, including, but not limited to, the Company’s Local Offers Directory. Business agrees that users visiting the Business website other than as a result of the Campaign will not see any of the above substitutions or modifications. Business agrees that in order for Company to be able to do so, Company may provide a mirrored version of the Business website (Mirrored Site) and that, in order to do so, Business website must be operational, functional, and accessible through the Internet. In addition, Business agrees that, in order for Company to provide the functionality associated with the Mirrored Site, the URL visible above the Mirrored Site to users clicking on the Business Ad will reflect the web site address for the Mirrored Site and NOT that of the Business website. Business agrees that Company is in no way responsible for the operation and functionality of the Business website. Business agrees that all content on the Business existing website complies with the Business Representation section below and otherwise with this Agreement.
Campaign Management Fees:

Campaign Management Fees shall refer to the monthly amount charged by Company for managing Campaigns. These Campaign Management Fees are to be collected in addition to the Actual Campaign Spend and will be presented to the Business at the time the Advertising Order is placed. Company reserves the right to change the amount it charges for its Campaign Management Fees at any time, said changes to be presented to the Business at the time the order is placed.

Campaign Credits:

Campaign Credits shall refer to any financial credits issued back to the individual Business user account responsible for placing the Campaign order as a result of Campaigns that have ended where the actual amount paid for any Campaign (excluding the Campaign Management Fee) exceeds the Actual Campaign Spend. Campaign Credits are credits to the individual Business users account and can be applied to future Campaigns for a period up to one (1) year after they are issued to the Business user. After one (1) year, Company reserves the right to limit the redemption of Campaign Credits. Please refer to the Cancellation & Refund Policy section below for further terms & conditions regarding the calculation and issuance of campaign credits.

Promotional Credits:

Promotional Credits shall refer to one-time credits issued to the individual Business user account, which may be applied against the Campaign Budget to pay for the Campaign. Unlike Campaign Credits, Promotional Credits are not redeemable for cash and are further subject to the Account Terms & Conditions contained within this Agreement.

  • General. All rates (including Costs per Visit) are subject to change upon notice. Company reserves the right to refuse or cancel any Advertising, with or without cause, at any time.
  • Term of Advertising Agreement. The term of this Advertising Agreement commences on the Order Date and terminates on the Actual End Date or on the date that the last of the required deliverable ith3s, including payment, are delivered to the Company, whichever is later.
  • Terms of Payment. Except as expressly provided below, payment for Advertising shall be made at the time the Advertising Order is placed with Company. At that time, Business will be responsible for paying for the full amount of the Campaign Budget and the sum of the Campaign Management Fees (the monthly Campaign Management Fees multiplied by the Target Duration, in months). Payment may be made by credit card, by check, or by electronic check. Business represents that it either owns or has been given permission to use the method of payment used to purchase Advertising and that Business, and not the Company, shall be responsible for the full amount of any unauthorized or illegal transactions, in addition to any other applicable fees or penalties. If Company elects, in the exercise of its sole discretion, it may agree to accept payment later than the time the Advertising Order is placed. In that event, Company shall submit invoices to Business for payment. Invoices will be mailed every month reflecting any campaign activity during that month. Business shall pay all invoices submitted by Company within fourteen (14) days of the date of the invoice. Amounts due and owing by Business that are not paid when due shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Business to make payment, Business will be responsible for all reasonable expenses (including attorney’s fees) incurred by Company in collecting such amounts. All payments due here-under are in U.S. dollars and are exclusive of any sales, use or similar applicable taxes. Business shall promptly pay all such taxes and any associated interest and penalties.
  • Cancellations & Refund Policy. Business may cancel Campaigns by executing a Stop Campaign command through the Company’s website only as provided in, and subject to the terms of, this Agreement. If Business cancels any Campaign, in whole or in part, Business shall pay (to the extent that it has not theretofore paid): (i) the Actual Campaign Spend up to the time Business cancels the Campaign, including any amounts spent thereafter notwithstanding Company’s efforts to terminate the Campaign (it being understood that, at the time that Business elects to cancel a Campaign, it may be too late to pull some scheduled advertisements), plus (ii) any early termination fees charged by any Publisher or other third party; plus (iii) the Campaign Management fees for each month the Campaign is active (for partial months, Business will owe a full months Campaign Management Fees); plus (iv) the amount of any Promotional Credit used to pay for any of the Campaign, plus (v) a Cancellation Fee. The Cancellation Fee is currently $50 and is subject to adjustments from time to time. If Business has paid more for a Campaign that it cancels than it is obligated to pay under this Section 5, Company will issue Business a Campaign Credit pursuant to Section 6 in the amount by which such actual payment exceeds the amounts owing under this Section 5.
  • Campaign Credits. Campaign Credits are issued to the individual who originally paid for the Campaign on behalf of Business, even if another individual cancels the Campaign. Campaign Credits may be used to purchase additional Advertising and will be deducted from the Campaign Budget at the time a subsequent Advertising order is placed. Campaign Credits are non-transferable. If a Business does not wish to use the Campaign Credits for a future Advertising order, the user who placed the Advertising order must, in writing, request a refund from Company a request that is subject to the verification of the users identity by Company. All refunds will be issued to the individual who placed the Advertising order. If the Advertising order was paid for by credit card, the refund will be issued back to that same credit card; if that credit card is no longer valid, the Business forfeits its rights to the refund. If the Advertising order was paid for by check, electronic check, money order, or by cash, Company will mail a check in the amount of the Campaign Credit to the individual who placed the Advertising order. Once the written request for a refund has been received and verified by Company, Company agrees to mail check within thirty (30) days. Company is not responsible for checks lost in the mail, sent to an address that has not been correctly provided by Business, or made payable to a name that has not been correctly provided by Business.
  • Advertising Estimates. Company makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, clicks, sales leads or other performance that Business can expect from Advertising. Any estimates provided by Company to Business are not intended to create any binding obligations or to be relied upon by Business. Business acknowledges that no Company personnel are authorized to make estimates that Business may rely on, and that Business is not relying upon any such estimate or any such representation, warranties or guarantees.
  • Advertising Information, Materials & Modifications. Business shall provide Company with true, accurate and current information for all Ads placed with Publishers. Business certifies that it has the legal right to use all information, names, trademarks, and search terms it provides or includes in its Ads. Business will provide all materials for the Advertising in accordance with Company’s policies in effect from time to time, including without limitation the manner of transmission to Company and the lead-time prior to publication of the Advertising. Business agrees that Company has the right but not the obligation to make modifications to Ads prior to their delivery to Publisher and further understands that, once Ads are delivered to Publisher, Business may be limited in its ability to make further modifications to said Ads. Business hereby grants to Company a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute in accordance herewith the Ads and any derivative works based thereon created by Company here-under.
  • Publishers. Company shall determine, in the exercise of its sole discretion, which Publishers to use in connection with any Campaign. Business acknowledges that Company does not produce, operate or transmit the Internet sites or services on which Ads may appear with the exception of Companies Directory — and that Company acts only as a sales representative or reseller of advertising inventory or listing services for the operators of such Internet sites or services.
  • Positioning. Except as otherwise expressly provided in this Agreement, positioning of Ads within the Company Directory or on any page of Company’s website is at the sole discretion of Company. Positioning of Ads on Publisher sites is at the sole discretion of Publisher.
  • No Proof of Advertising. Business understands that Company is under no obligation and may simply not be able to provide any samples of your Ads in the context of any Publishers website or Company’s Directory.
  • Statistics & Reporting. Unless specified otherwise in this Agreement, Company makes no guarantee with respect to usage, visit, or cost per visit statistics for any Ads. Business acknowledges that any such statistics provided by Company shall be conclusive and binding on Business for all purposes of this Agreement and not subject to review or challenge by Business for any reason.
  • Renewal. Except as expressly set forth in this Agreement, any renewal of any Campaign is subject to acceptance of the then current version of this Agreement, which is subject to change at any time. From time to time, Company, at its sole discretion, may provide Business with the option to automatically renew (“Auto Renew”) a campaign. Business may choose from one of two different Auto Renew options. In the first option (“Auto Renew – Once per Month”), Business agrees that campaign will be automatically renewed, and the Business charged as soon as the original campaign has reached its Campaign Budget and its Target Duration has been reached or exceeded. Business acknowledges that the campaign may be paused temporarily under this option once its Campaign Budget has been reached, but before its Target Duration has been reached. In the second option (“Auto Renew – Immediately”), Business agrees that campaign will be automatically renewed, and the Business charged as soon as the original campaign has reached its Campaign Budget, whether or not its Target Duration has been reached, and even if its Target Duration has been exceeded. Business understands that Company, at its sole discretion, may set either Auto Renew option on as a default campaign setting, though, in the event Company sets the default to Auto Renew on (whether Auto Renew – Once per Month or Auto Renew – Immediately), Company will make available to Business the ability to turn the Auto Renew option off through Company’s web application.
  • No Assignment or Resale of Ad Space. Business may not resell, assign or transfer any of its rights hereunder. Any attempt by Business to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to Company.
  • Right to Reject Ads. All contents of Ads are subject to Company’s approval. Company reserves the right to reject or cancel any Ad, Agreement, URL link, or Publisher position commitment, at any time, for any reason whatsoever (including belief by Company that any placement thereof may subject Company to criminal or civil liability). This right to refuse a listing does not constitute endorsement of any Ad that is accepted by Company, nor does it constitute a warranty that Company will continue to run an Ad once accepted. Company does not have any obligation to inspect ads or to reject ads that it inspects regardless of anything relating to those ads.
  • Business Representations; Indemnification. Business represents and warrants to Company that Business holds all necessary rights to permit the use of the Advertising by Company for the purposes contemplated under this Agreement; and that the use, reproduction, distribution, transmission or display of the Ads, any data regarding users, and any material to which users can link, or any products or services made available to users, through the Ads will not (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Business agrees to indemnify, defend and hold Company harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach (or alleged breach) of any of the foregoing representations and warranties, or (ii) any third-party claim arising out of or in connection with use of or access to the Advertising or any material to which users can link, or any products or services made available to users, through the Advertising or to which the Advertising relates. Further, you agree to indemnify and hold Company, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys fees, made by any third-party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.
  • Confidentiality. “Confidential Information” shall mean (i) Ads, prior to publication, (ii) the Agreement and any Company statistics which shall be deemed Company Confidential Information, and/or (iii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as “confidential” or “proprietary.” During the term of this Agreement, and for a period of two years following any Official End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party’s Confidential Information; (ii) has become publicly known through no breach of this Section 17 by the receiving party; (iii) has been rightfully received from a third-party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority.
  • Press Releases. Company shall be permitted to identify Business as a Company client and may use Business name in connection with Company’s marketing materials. Subject to the prior approval of each party, Company may elect to issue a joint press release announcing the Business marketing partnership with Company, which approval shall not be unreasonably withheld.
  • Cancellation and Termination: Cancellation of services requires a 30-day notice, submitted to admin, in writing and signed by an authorized representative of Client. This allows Higher Images the time necessary to process changes to billing and services as well as cancel any outside directory subscription services, if applicable, etc.
  • Limitation of liability. Business expressly understands and agrees that company shall not be liable under this agreement for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if company has been advised of the possibility of such damages), regardless of the cause of such damages. Without limiting the generality of the foregoing, company shall have no liability for damages resulting from:
    • The use or the inability to use the service;
    • The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service;
    • Unauthorized access to or alteration of your transmissions or data;
    • Statements or conduct of any third-partyon the service; or
    • Any other matter relating to the service or this agreement. In no event shall company’s aggregate liability under this agreement arising out of or in connection with any campaign, whether in contract, tort or any other theory of liability, exceed the amount actually received by company from business for such campaign. In the event that company fails to publish an ad in accordance with this agreement, or in the event that company fails to spend, on behalf of the business, the full campaign budget by the official end date, or in the event of any other failure, technical or otherwise of such advertising, the sole liability of company and exclusive remedy of business shall be limited to, at company’s sole discretion, the issuance of a campaign credit pursuant to section 6. In no event shall company be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of third parties (if any). Without limiting the foregoing, company shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of company. Business acknowledges that company has entered into this agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
  • Choice of Law and Forum. This Agreement and the relationship between you and Company shall be governed by the laws of the Commonwealth of Pennsylvania applicable to contracts entered into and performed in Pennsylvania by residents thereof. Any claim by either party hereto against the other party hereto arising out of or in connection with this Agreement or the Service shall be brought in a court of competent jurisdiction located in the county of Allegheny, state of Pennsylvania; provided that administrative and other non-judicial actions may be brought in any location.
  • Waiver and Severability of Terms. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision to the extent possible under applicable law, and the other provisions of this Agreement remain in full force and effect.
  • Transferability. Business shall not assign, delegate or otherwise transfer any of its rights, obligations or duties of performance hereunder, and any purported assignment, delegation or other transfer in violation of this Section 23 shall be null and void. Company may assign, delegate or otherwise transfer any of its rights, obligations or duties of performance hereunder upon notice to Business in connection with any assignment, license or other transfer of any Company assets relating to the Service or any rights therein.
  • This Higher Images service for Web Tracker is powered by a second party. Accordingly, the terms & conditions of the service are by and between your business and Higher Images, Inc. and Call Accelerator, second party, technology partner.
  • Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred; provided that this Section 24 shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.
  • The section titles in this Agreement are for convenience only and have no legal or contractual effect.
  • Destination Pages. Company may provide Business with a website (Destination Page) as part of its Services. While Company will take reasonable measures to ensure that the Destination Page is generally accessible through the Internet, the Company does not warrant that Destination Page can be accessed through all Internet browsers; through any device that can access the Internet. Nor does the Company warrant that the Destination Page can be accessible 24 hours a day and 7 days a week, whether or not the Company is hosting the Destination Page on its own servers or contracting with another business entity to provide the hosting services for those Destination Pages. Company shall have no liability in connection with any failure of availability or usability of any Destination Page or other Internet site.
  • Hosting Access: All sites that host with us must allow us admin access to the website if applicable (WordPress, Joomla etc.) for security reasons. This allows to ensure that the server is hacked and allows to apply any security patches that may be applicable.
  • Termination of Services: If Search Engine Marketing services are terminated by the client, it will be the client’s responsibility to recover any unspent advertising funds from the publisher (Ex. Google, Yahoo, Facebook, etc.).
  • Business acknowledges and agrees that the provisions of this Agreement that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this Agreement that are fundamental to the parties understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of this Agreement and shall be enforced regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement or the Services. Without limiting the generality of the foregoing, Business agrees that all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective, and enforceable in accordance with their respective terms, even under circumstances that cause any exclusive rh3edy under this Agreement to fail of its essential purpose.
  • Site Suspension: Occasionally internet publishers (Google, Bing, Yahoo, Facebook, etc.) will suspend an advertiser’s website and campaign when they detect a policy violation or problem with their website. Higher Images will work with the publisher to resolve any issues and get the campaign re-instated. During this period, all administration fees will continue, and no refunds will be issued. Higher Images stipulates that resolving issues with internet publishers is a part of our services and we are therefore entitled to compensations. In addition, Higher Images will not be held liable for any website problems or issues that lead to a campaign suspension.
  • Agency Relationship. Business further represents and warrants that, in the event it is purchasing advertising on behalf of another business (“Advertiser”) it has been authorized by each Advertiser to act as such Advertisers agent in all respects relating to the Services and this Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, Business agrees on behalf of each Advertiser that such Advertiser shall be bound by all of the terms and conditions of this Agreement and that, in particular, with regard to the Tracking Information section above, Business further warrants and represents that it has fully explained the different Tracking Information that may be obtained through the Advertising to each Advertiser and that each Advertiser has agreed to the terms contained therein.