100 S Alcaniz St Pensacola, FL 32502
1-850-270-2904


Hey, Ninja's can be transparent too. Below are our terms and conditions.

 

Terms & Conditions

Because we all love reading the fine print!

The DigiPro Media, LLC and Converge Application, LLC services (the “Services”) consists of a virtual application configuration (the “Configuration”) that is designed, integrated, hosted and managed within the Converge’s proprietary technology (the “Converge Framework and Platform”) and exclusively licensed to DigiPro Media (together referred to as “DigiPro Media”). The Converge Framework and Platform consist of web and mobile application components. The mobile components are hosted within the Converge Platform and are published to the mobile application stores and providers including Apple, Google, Microsoft, and any other future providers of mobile application stores. The web components of the Converge Framework and Platform are hosted on Converge servers and are viewed via web browsers. The associated web pages can be accessed directly through a URL, embedded on a client’s website, or within the Facebook web framework. All Service hosting is done on Converge’s private network (the “Converge Network”) and not licensed to be hosted on any client networks, servers, or desktop computers. DigiPro Media marketing services and products are offered exclusively within the Converge Framework and Platform and within the Converge Network. The Services are offered only as part of the contracted service, which may include: configuration, design, data integration, hosting, dynamic updates and promotional campaigns. DigiPro Media and Converge Applications are licensed by the client to display client logos, brands, and product information in any and all of the DigiPro Media and Converge mobile and web platforms. A DigiPro Media Configuration exists only virtually within the Converge Framework and Platform and cannot be accessed or hosted outside the DigiPro Media Network. There is not any code that is licensed or transferred to the client in the course of a service engagement or after a service engagement has ended. DigiPro Media will provide services identified on The Executable Agreement to this Agreement and the Executable Agreement Document, which s hall be incorporated by reference herein and made a part hereof. DigiPro Media reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Services to the extent such Services are discontinued to DigiPro Media’s client base as a whole.
A. Term.
This agreement lasts for the period stated in the Executable Agreement and will then automatically renew on an annual basis unless terminated pursuant to Section 2.B. below. All periods shall run to the last day of the year in which they would otherwise expire. DigiPro Media reserves the right to modify the product price to account for market inflation and year over year rising cost of goods. Any change in product price will be discussed and mutually agreed upon by both parties. In all other respects, this agreement will renew on the same terms and conditions. When an add-on, upgrade package, or additional Service is purchased, the term for it shall be indicated on a new Exhibit to this agreement, unless otherwise agreed to by both parties in writing, this Agreement shall continue to govern.

B. Termination.
i. Termination By DigiPro Media: DigiPro Media shall have the right to terminate this Agreement immediately for any of the following reasons: (a) Client's failure to pay fees due (b) Client engaging in any conduct which is deemed by DigiPro Media, in their sole discretion, to adversely affect the business or reputation of DigiPro Media. In addition, DigiPro Media may suspend or terminate the Service or any portion of the Service immediately if DigiPro Media determines, in its reasonable discretion, that the Service cannot be provided or, based on Client’s conduct, is not being provided, in accordance with applicable laws or Client’s use of the service violates any Acceptable Use Policy, which may be provided to Client by DigiPro Media, and may be changed by DigiPro Media at any time and with DigiPro Media’s sole discretion.
ii. Termination By Either Party: Notwithstanding other provisions to the contrary, either party shall have the right to terminate this Agreement immediately upon written notice to the other party if the other party ceases to do business in the normal course, becomes or is declared insolvent or bankrupt, becomes the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors.
iii. Termination For Convenience. Either DigiPro Media or Client can terminate this agreement at the end date stated in it, or at the end of any extension or renewal period by giving at least thirty (30) days written notice to the other party.
iv. Termination For Cause. Notwithstanding other provisions to the contrary, either party will have the right to terminate this Agreement immediately upon written notice to the other party (via certified mail) if the other party is in material breach of any term of this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice describing such breach. In addition,
Applicable fees for the Services purchased by Client are indicated on the Executable Agreement. DigiPro Media may, at its discretion, use a third party billing provider. DigiPro Media reserves the right, in its sole discretion, to change its rates for the Services in line with the spirit and intent of section 2A. Any such change in rates for the Service(s) shall take effect after the Contract Term indicated for such Service on the Executable Agreement, and shall be communicated in writing to Client. All fees due and payable upon execution of this Agreement as well as the method of payment required are defined and stated in the Executable Agreement. Client agrees to pay all other fees, recurring or otherwise, to DigiPro Media by the due date and method stated in the Executable Agreement. Client shall be responsible for and shall pay all applicable foreign country, federal, state, local, and/or provincial taxes, fees, charges, surcharges, and other similar exactions including, but not limited to, such things as sales and use taxes, license taxes, excise taxes, business and occupation taxes, franchise fees, surcharges, or taxes (hereinafter called “Taxes”) imposed on or with respect to the Services whether such Taxes are imposed directly upon Client or upon DigiPro Media. For purposes of this section, Taxes (a) shall be calculated on the full amount of the retail sale before any applicable discounts, unless a different method is required under state law, upon which the required method shall be used, and (b) do not include any taxes that are imposed on or measured by the net income of DigiPro Media. Any fees, Taxes, or other amounts if any, not paid when due will be subject to finance charges equal to 1.5% per month or the highest rate permitted by applicable usury law, whichever is less, determined from the date due until the date paid. In the event Client’s account becomes delinquent, Client waives the right to a jury trial and Client agrees to pay all collection costs and fees, including, but not limited to, reasonable attorneys’ fees, incurred by DigiPro Media to collect any amount that is not paid when due. If Client fails to pay any fee, Tax, or other amount due in a timely manner, DigiPro Media may, without limiting any of its other rights or remedies, suspend performance of the Services.
DigiPro Media hereby grants to Client, subject to the payment of the fees detailed in the Executable Agreement, a limited, non- exclusive, non-assignable, revocable license to use the Services, subject to the limitations set forth below (the “Limited License”). The Limited License does not include the right of Customer to reverse engineer or decompile the source or object code of the Services; to adapt or modify the Services for any use wholly unrelated to the purpose for which such Services are intended to used, or to reproduce or distribute the Services. The license shall terminate upon the termination of this Agreement.
Client hereby grants to DigiPro Media a revocable non-exclusive, non-assignable, non-transferable royalty free license to use, reproduce, display, distribute and transmit the logos, service marks, symbols, trade names and/or trademarks owned or controlled by Client and/or any of its parents, affiliates or subsidiaries that are provided to DigiPro Media By Client (collectively, the “Client Marks”) solely for use in connection with this Agreement and for general advertising and/or promotion of Client as a user of the DigiPro Media Platform. All such rights are subject to Client's approval, which will not be unreasonably withheld. DigiPro Media acknowledges that the Client Marks and the goodwill associated therewith are valuable properties of Client and that this license grants it no rights in the Client Marks except as specifically set forth herein. Any other use, reproduction, publication, transmission, exploitation or communication of the Client Marks is expressly prohibited except with the prior written consent of Client. DigiPro Media expressly recognizes and acknowledges that all right, title and interest in and to the Client Marks and any other materials delivered by Client to DigiPro Media or in and to any other intellectual property rights of Client, including but not limited to copyright rights (collectively, "Client Property"), are vested exclusively in Client and/or its affiliates. DigiPro Media agrees that it will not at any time do or cause to be done or assist in the doing of any act or thing contesting or in any way impairing or tending to impair, in whole or in part, such right, title and interest. Client shall have the right to immediately terminate this Agreement in the event the DigiPro Media challenges the validity of any of the Client Marks or other Client Property or disputes Client's entitlement to or ownership of the same. In connection with DigiPro Media' display of the Client Property, DigiPro Media and its Third Party Providers shall not in any manner represent that it has any ownership of the Client Property, and DigiPro Media acknowledges that all use of the Client Property (including any and all goodwill developed and/or associated with the Client Property) shall inure solely to the benefit of Client and/or its affiliates. (b) DigiPro Media hereby grants Client a revocable, non-exclusive, non-assignable, non-transferable royalty free license to use, reproduce, display, distribute and transmit the logos, service marks, symbols, trade names and/or trademarks owned or controlled by DigiPro Media that are authorized by DigiPro Media (collectively, the “DigiPro Media Marks”) solely for use in connection with this Agreement and for general advertising and/or promotion of Client and the DigiPro Media Platform. All such rights are subject to DigiPro Media' approval which shall not be unreasonably withheld. Client acknowledges that the DigiPro Media Marks and the goodwill associated therewith are valuable properties of DigiPro Media and that this license grants it no rights in the DigiPro Media Marks except as specifically set forth herein.
DigiPro Media represents and warrants that: (a) it is a duly organized and validly existing Florida Corporation and is in good standing in the State of Florida and has the power and authority to enter into and perform its obligations under this Agreement; (b) DigiPro Media's performance hereunder, as well as the performance of its affiliates and/or Third Party Providers, if any, will not violate any applicable advertising, marketing or consumer privacy laws, including but not limited to, laws regulating commercial email. Without limiting the generality of the foregoing, DigiPro Media represents and warrants that, for email delivered to U.S. residents, it will fully comply with the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN SPAM Act") all rules and official guidance promulgated by the Federal Trade Commission ("FTC") pursuant to the CAN SPAM Act, the Federal Communications Commission's ("FCC") rules and orders regulating the transmission of commercial email to wireless devices, and all other applicable federal, state and local laws and regulations. In addition, without limiting the foregoing, DigiPro Media agrees that it will comply with the terms of this Agreement; (c) all DigiPro Media Marks are owned by or licensed by DigiPro Media and may be lawfully used for the purposes of this Agreement as provided herein.
DigiPro Media represents and warrants that:

(a) it is a duly organized and validly existing Florida Corporation and is in good standing in the State of Florida and has the power and authority to enter into and perform its obligations under this Agreement;

(b) DigiPro Media's performance hereunder, as well as the performance of its affiliates and/or Third Party Providers, if any, will not violate any applicable advertising, marketing or consumer privacy laws, including but not limited to, laws regulating commercial email. Without limiting the generality of the foregoing, DigiPro Media represents and warrants that, for email delivered to U.S. residents, it will fully comply with the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN SPAM Act") all rules and official guidance promulgated by the Federal Trade Commission ("FTC") pursuant to the CAN SPAM Act, the Federal Communications Commission's ("FCC") rules and orders regulating the transmission of commercial email to wireless devices, and all other applicable federal, state and local laws and regulations. In addition, without limiting the foregoing, DigiPro Media agrees that it will comply with the terms of this Agreement;

(c) all DigiPro Media Marks are owned by or licensed by DigiPro Media and may be lawfully used for the purposes of this Agreement as provided herein.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGIPRO MEDIA WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR THE DIGIPRO MEDIA INFORMATION, EVEN IF DIGIPRO MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIGIPRO MEDIA WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE, OUTAGE, LOSS OF DATA OR OTHER CIRCUMSTANCES THAT MAY CAUSE ANY CLIENT CONTENT TO BE LOST AS PART OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL DIGIPRO MEDIA’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE ONE MONTH PRECEDING THE DATE OF THE CLAIM FOR DAMAGES; THIS LIMITATION SHALL NOT APPLY TO ACTUAL DAMAGES TO CLIENT ARISING AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFULL MISCONDUCT OF DIGIPRO MEDIA IN THE PERFORMANCE OF THIS AGREEMENT. EACH OF THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
DigiPro Media shall not be deemed to be in breach of this Agreement if any inability to provide the Services under this Agreement is due to events beyond its control including, but not limited to, acts of God or nature, war, terrorism, civil commotion, labor disputes, equipment failures, strikes, fire, flood, or other casualty, government regulation or restrictions, weather conditions, breaches or failures to perform by third parties and mechanical, power or communications failures. If, after the date of this Agreement, any law, regulation, or ordinance, whether federal, state, or local becomes effective which substantially alters either party's ability to perform its obligations hereunder, either party shall have the right to terminate this Agreement on 30 days written notice.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGIPRO MEDIA, ALONG WITH ITS AFFILIATES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, TITLE, MERCHANTABLE QUALITY, ACCURACY, AND FITNESS FOR CLIENT’S PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND ALL DIGIPRO MEDIA INFORMATION. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES, OR AGAINST INFRINGEMENT. CLIENT WILL NOT HAVE THE RIGHT TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF DIGIPRO MEDIA TO ANY USERS OR THIRD PARTIES.
Subject to Section 16 regarding confidentiality, Client will (a) make one or more representatives reasonably available for reference inquiries from potential DigiPro Media Clients, partners, and investors, (b) permit DigiPro Media to create and publish a case study describing in general terms the nature of Client’s use of the Products, (c) permit DigiPro Media to issue and publish a press release containing a quotation from a representative of Client announcing that Client is engaged with DigiPro Media and the general context of the engagement, and (d) allow the name and logo of Client to be posted on DigiPro Media’ web site and in marketing and advertising materials subject to compliance with Client’s brand guidelines or other specifications regarding logo usage.
Client has been informed and understands that DigiPro Media is now and shall hereafter be offering the DigiPro Media Services to other companies and/or parties that conduct business of the same type and which are or may be competitive with the business of Client and Client agrees that providing the DigiPro Media Services to such other companies shall not be a violation of this Agreement.
Each party agrees and shall cause its employees to agree to hold all Confidential Information in trust and confidence and, except as may be authorized by the other party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement or disclose any Confidential Information to any person, company or entity, except to the extent necessary to comply with the law or the valid order of a court of competent jurisdiction, in which event the disclosing party shall so notify the non-disclosing party as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information. As used herein, "Confidential Information" shall mean any information relating to or disclosed during the term of this Agreement which is or should be reasonably understood to be confidential or proprietary to either party, including but not limited to data and information concerning the parties' customers and/or consumer lists, the material terms of this Agreement, technical processes, source code, product designs, sales, cost and other unpublished financial information, product and business plans, projections and marketing data; without limitation, any information designated as "Confidential" shall be deemed Confidential Information. Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information; (a) is generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of the receiving party; (c) was independently developed by the receiving party; or (d) was disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.
Notices regarding termination must be sent by registered mail. All other notices may be sent by fax, mail, email or other means reasonably designed to provide actual notice. Notices and other communications under this Agreement shall be in writing and may be sent to the parties at the addresses provided at the beginning of this Agreement
CLIENT WILL INDEMNIFY, DEFEND, AND HOLD DIGIPRO MEDIA, ALL SYNDICATION SYSTEMS, AND ALL THIRD PARTY PROVIDERS, AND THEIR SUBSIDIARIES, AFFILIATES, AND AGENTS, HARMLESS FROM AND AGAINST ALL LIABILITIES, CLAIMS, COMPLAINTS, COSTS (INCLUDING ATTORNEY’S FEES AND COSTS) AND EXPENSES (COLLECTIVELY, “DAMAGES”) ARISING OUT OF CLIENT’S (I) UNAUTHORIZED, INNAPPROPRIATE OR UNLAWFUL ACTIVITIES, (II) FAILURE TO OBTAIN RIGHTS TO INFORMATION SHARED WITH DIGIPRO MEDIA OR THIRD PARTY PROVIDERS IN CONNECTION WITH THIS AGREEMENT, (III) FAILURE TO COMPLY WITH APPLICABLE LAW, AND (IV) MISUSE OR ABUSE OF THE SERVICES OR THE DIGIPRO MEDIA INFORMATION. CLIENT‘S INDEMNIFICATION HEREUNDER SHALL NOT APPLY TO THE EXTENT THE DAMAGES ARISE FROM DIGIPRO MEDIA’S GROSS NEGLIGENCE OR WILLFULL MISCONDUCT.
The prevailing party in any dispute concerning the subject matter hereof shall be entitled to recover its reasonable attorneys' fees and costs. This Agreement represents the entire agreement of the parties with respect to the specified subject matter hereof. This Agreement may be amended or modified by, and shall only be effective with, the mutual consent of Client and DigiPro Media. DigiPro Media will not be liable for, or be considered to be in breach of or default under this Agreement, on account of any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control. The undersigned agree this Agreement may be executed via facsimile and in counterparts, all of which taken together shall constitute one binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns. Client may not assign this Agreement without the prior written consent of DigiPro Media, which shall not be unreasonably withheld. DigiPro Media shall have the right to assign this Agreement and all of its rights and privileges hereunder to any other person, firm or corporation that acquires a substantial portion of its business. Sections 8, 9, 10, 11, 14, 15, and 16 shall survive termination of this Agreement for any reason. This Agreement will be construed and enforced in accordance with the laws of the State of Florida. In the event of any controversy or claim arising out of or relating to this Agreement, or its breach or interpretation, the parties shall submit to the exclusive jurisdiction of and venue of Escambia County, Florida.

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