This Subscription Agreement (“Agreement”) governs your use of the subscription that you have purchased in connection with the Digital Places Platform (“Platform”) and details the relationship between you (“You,” “Your,” or “Subscriber”) and Digital Places, LLC (“Digital Places”).
a. Eligibility and Age Limitations. You represent that you are over the age of thirteen (13) years old (the “Minimum Age”). If you are over the Minimum Age, but under the legal age of majority, in order to create an Account, your parent or legal guardian must consent to the Subscription and affirm that they accept this Agreement on your behalf and assume all responsibility and liability for the actions of any users of the Platform.
b. Registration and Access. Only those individuals that have registered for an account, provide required information and agree to be bound by the terms of this Agreement and the Digital Places Terms and Conditions of Use may use the Platform. You are solely responsible for maintaining the confidentiality and security of your username and password and for all activities that occur on or through your Digital Places account. However, if you allow others to access your Digital Places account, this Agreement, as well any specific consents you may have provided to us, also applies to their access, use, and disclosure of information. You agree to immediately notify us of any unauthorized access to your Digital Places account. We will not be responsible for any losses arising from the unauthorized use of your Digital Places account.
a. Service Tier and Other Offerings. When purchasing your subscription to the Platform, will be presented with options (each a “Service Tier”). Different Service Tiers may be subject to differences in pricing, usage rules, eligibility, restrictions, and features.
b. Subscription Billing and Auto-Renewal. Your subscription to the Platform includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period, unless cancelled in accordance with the instructions for cancellation below. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled as provided herein.
c. “Billing period” shall mean that period of time between each recurring billing date and corresponds to the term of your subscription. For purposes of this Agreement, a “day” or “date” begins at 12:00 a.m. Eastern time and ends at 11:59 p.m. Eastern time of that same calendar day.
d. Where applicable, charges for one or more Services Tiers may be prorated for any partial month of service. To see your next recurring billing date, log in to your account and view your account details. You acknowledge that the timing of when you are billed may vary, including if your subscription began on a day not contained in a given month (e.g. if you have a monthly subscription and became a paying subscriber on January 31, your payment method would be billed next on February 28), due to free trials and other promotional offers, gift card redemptions, credits applied, or changes in your subscription or payment method.
e. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below.
f. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Platform. Please check with your Internet provider for information on possible Internet data usage charges.
g. Cancellation and Refund Policy. You can cancel your subscription at any time before the end of the current billing period and cancellation will take effect at the end of the current billing period. If you cancel, you will continue to have access to the Service through the end of your current billing period. If you modify your subscription to switch from one Service Tier to another Service Tier during your billing period, you may not have continued access to your original Service Tier. We do not issue refunds or credits for partially used billing periods. To cancel your subscription to the Platform, log into your Digital Places account and follow the instructions on your account page.
h. Payment Details. When you sign up for the Platform, the credit card information provided at that time will be kept on file for future charges. Should any payment be refused by your bank or credit card issuer, Digital Places will notify you of same and you will then have seven (7) days to make payment in full by alternate means. You acknowledge that failure to make payment in full as provided by this Paragraph will result in immediate termination of the Agreement without further notice and you will no longer have any access to the Subscription, the Platform or the Content except as otherwise provided herein.
The Subscription, the Platform and all Content is the property of Digital Places or its content suppliers. You have no rights or interests therein except as set forth in this Agreement. You agree that you will not remove, obscure, or alter any copyright and trademark notices which may be contained within the Subscription, the Platform or the Content. Unless otherwise noted, Digital Places owns all copyright in all Content and your right to use such materials is governed by the terms of this Agreement. DIGITAL PLACES and Digital Places Logo are trademarks of Digital Places. All other trademarks appearing on the Site or in any Content are the property of their respective owners.
During the term of this Agreement, we grant you a limited, personal use, non-transferable, non-assignable, revocable, non-exclusive and non-sublicensable right to do the following:
a. Install and use the Platform and Content; and
b. stream or temporarily download Content. For purposes of this Agreement, “Content” shall have the same definition as in the Digital Places Terms and Conditions of Use, specifically “any information, text, graphics, or other materials uploaded, downloaded or appearing on the Platform, whether created by Digital Places, you or any third-party. You retain ownership of all Content you submit, post, display, or otherwise make available on the Platform.
This is a license agreement and not an agreement for sale or assignment of any rights in the Content or the Platform. The purchase of a license to stream or temporarily download any Content does not create an ownership interest in such Content. Such Content, including the copyrights, trademarks, service marks, trade names, trade dress and other intellectual property rights in the Content, are owned by Digital Places or their individual respective owners, and is protected by the copyright laws of the United States, as well as other intellectual property laws and treaties.
In addition to all restrictions contained in the Digital Places Terms and Conditions of Use, Your access to and use of the Content is further limited as follows:
a. This Subscription is personal to the Subscriber only and Subscriber may not allow access to or use of the Subscription by any other person(s) or entity(ies), without prior written consent from Digital Places.
b. Except as provided herein or by terms specific to any Service Tier, you may not forward, distribute, publish, sell, or otherwise provide access to the Content received through the Subscription to anyone.
c. You may not copy, rearrange or modify the Content. You may not create abstracts from, scrape or display the Content for use on another web site or service. You may not post any Content to blogs, newsgroups, mail lists or electronic bulletin boards, without prior written consent from Digital Places.
d. You may not decompile, reverse-engineer, disassemble, or otherwise reduce to human-readable form the Platform and/or any of Digital Places underlying technology
e. You may not use the Subscription, the Platform or the Content for any unlawful purpose. We reserve the right to terminate or restrict your access to the Subscription, Platform and Content if, in our opinion, your use of the Subscription or Content may violate any laws, regulations or rulings, infringe upon another person's rights or violate the terms of this Agreement or the Digital Places Terms and Conditions of Use. In the event of any such termination or restriction of access to the Subscription or Content, Subscriber agrees that it will not be entitled to any refunds of any sums paid to Digital Places under the Subscription prior to such termination or restriction of access.
YOU AGREE THAT YOUR USE OF THE SUBSCRIPTION AND THE CONTENT AVAILABLE THROUGH THE SUBSCRIPTION IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND WE AND OUR INFORMATION PROVIDERS SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In addition, Digital Places makes no representations or warranties of any kind and disclaims all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Platform or any Content thereon. You acknowledge that Digital Places will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Platform or any Content. You agree that Digital Places has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Platform. Digital Places makes no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Digital Places or through the Platform, will create any warranty not expressly made herein.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGITAL PLACES AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE PLATFORM; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT DIGITAL PLACES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER DIGITAL PLACES, ITS LICENSORS OR AGENTS ARE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE SITE OR CONTENT.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
If anyone brings a claim against Digital Places related to your actions or your Content on the Platform, or actions or Content by or from someone using your account, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claims.
a. You agree that we may, in our sole discretion and without notice, restrict, suspend, or terminate your access to part or all of the Platform, and to any Content if we believe you are using or have used the Platform in violation of this Agreement, the Terms and Conditions of Use, or applicable law or regulations or in any manner other than for their intended purpose and in accordance with all other guidelines and requirements applicable thereto. Without limiting the foregoing, we may restrict or suspend your access to your Digital Places account for cause, which cause includes but is not limited to (a) requests from law enforcement or other government authorities, (b) unexpected technical issues or problems, or (c) if we reasonably believe that your Digital Places account has been created fraudulently, your Digital Places account has been accessed fraudulently, or anyone uses your Digital Places account to commit fraud or for any purpose other than its intended purpose and in accordance with all of the requirements applicable thereto. We also reserve the right, but are not required, to terminate any Digital Places account that remains inactive for an extended period of time, e.g., more than one year (failure to log in to your Digital Places account will constitute inactivity for purposes of this Agreement). You agree that Digital Places will not be liable to you or to any third party for any such restriction, suspension, or termination of your access to your Digital Places account or the Content. Digital Places also reserves the right to take appropriate legal action against you for violating intellectual property rights, fraud, or similar grounds for termination.
b. UPON TERMINATION OF YOUR DIGITAL PLACES ACCOUNT, WHETHER TERMINATED BASED ON OUR DETERMINATION OR AT YOUR REQUEST (OTHER THAN A CANCELLATION OF YOUR SUBSCRIPTION, IN WHICH CASE YOUR SUBSCRIPTION WILL CONTINUE TO THE END OF THE BILLING PERIOD), YOU WILL LOSE THE RIGHT TO ACCESS STREAMED OR DOWNLOADED CONTENT THROUGH THE PLATFORM.
a. Notices. All notices and communications between the Parties relating to this Agreement must be provided in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, (iv) fax, or (v) Email, to the Party's address specified in this Agreement, or to the address that a Party has notified to be that party's address for the purposes of this Agreement. All Notices given under this Agreement will be considered effective upon (i) a Party’s receipt of such notice; (ii) if by email, the earlier of the other Party’s receipt of it or the next business day after sending; or (ii) if mailed, the earlier of the other Party's receipt of it or the fifth business day after mailing.
b. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties agree that a court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
c. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and fully supersedes any and all prior understandings, representations, warranties and agreements between the Parties pertaining to the subject matter hereof. This Agreement may be amended only by a written agreement executed by the Parties in interest at the time of the modification.
d. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties’ respective successors and assigns.
e. Waiver. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.
f. Governing Law, Jurisdiction and Venue. The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the laws of the State of Florida. Any suit to enforce any provision of this Agreement, or any right, remedy or other matter arising from such, will be brought exclusively in the state or federal courts located in Lee County, Florida. Company and Client agree and consent to the venue in and to the in person jurisdiction of the aforementioned courts.
