Terms and Conditions
This notice is made by DP Online Group LTD (Israel), trading as FollowDigits (hereinafter referred to as "FollowDigits", "we", "our" or “us”). This Terms and Conditions sets forth the terms and conditions that apply to your access and use of the internet website located at www.followdigits.com (the "Site") and the services available thereon.
Last updated: 27th July, 2017.
FollowDigits is a cloud based application for running, managing, distributing, analyzing and tracking web and mobile advertising. It is running on a distributed cloud based infrastructure and is accessible through the website followdigits.com and associated domain names.
2.1 FollowDigits grants to Customer a non-exclusive, non-assignable, and non-transferable right during the Term (as defined in section 11) to use FollowDigits in accordance with all of the terms and conditions set forth herein.
2.2 Access to FollowDigits requires logging in using Customer’s e-mail address and password.
2.3 Customer is solely responsible for their use of FollowDigits. Customer shall not permit any 3rd party to use or gain access to FollowDigits and shall use reasonable security measures to protect against unauthorized usage and/or access. Customer is solely responsible for use of FollowDigits by their employees or any unauthorized person.
2.4 FollowDigits shall not access Customers’ accounts for purposes other than administrative or support.
3. Customer requirements
3.1 Customer shall provide true, accurate and current information to FollowDigits and shall maintain all account information, insuring it is true, accurate and up-to-date.
3.2 If the customer is an individual, Customer represents and warrants: he/she is at least 18 years old and has full capacity to perform acts according to the laws of its country.
3.3 When a person signing to FollowDigits acts on behalf of their employer or an entity, this person represents and warrants he/she has a full legal authority to bind their employer or such other entity to this Terms and Conditions.
3.4 Customer or the person acting on behalf of Customer authorizes FollowDigits to process their personal data provided during registration for the needs of executing this agreement and rendering the services of FollowDigits.
3.5 Customers shall not access, or attempt to access, FollowDigits by any means other than through the website or interface provided by FollowDigits.
3.6 Customer shall not attempt to obstruct, disrupt or interfere with the operation of FollowDigits.
3.7 Customer shall not attempt to gain unauthorized access to accounts registered to other users, or any servers, systems or networks connected to FollowDigits or FollowDigits’s website.
3.8 Customer shall not obtain or attempt to obtain: (A) any information from the FollowDigits, including without limitation: email addresses or phone numbers of other account holders or other software data; (B) intercept, examine or otherwise observe any proprietary communications protocol used by FollowDigits, FollowDigits’s website or servers, (C) use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble FollowDigits’s website or servers.
3.9 Customer shall not use FollowDigits for any illegal, obscene, offensive or immoral purpose.
3.10 Customer shall ensure that all the marketing materials used via FollowDigits are free from viruses, worms, Trojan horses, and other malicious software or code.
4. Intellectual Property
4.1 Customer shall not rent, lease, sublicense, distribute, transfer, copy, or modify FollowDigits.
4.2 Customer shall not adapt FollowDigits in any way or use it to create a derivative work.
4.3 Customer shall not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code of FollowDigits.
4.4 Customer shall not use FollowDigits in any manner, or in connection with any content, data, hardware, software or other materials, that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias) (D) violates any applicable law, ordinance, rule, regulation or treaty.
5. Service Standards
5.1 FollowDigits reserves the right to modify FollowDigits without notice and without liability.
5.2 FollowDigits has no obligation to review the Customer’s use of FollowDigits. FollowDigits do not control, nor is to be held responsible for Customer’s use of FollowDigits or any of the content that Customer sends or receive through FollowDigits.
5.3. Analytics. FollowDigits shall provide you with information, reports and analytics in respect of the ad campaigns you run through FollowDigits application (“Analytics”). FollowDigits makes no warranty that the Analytics provided shall be useful to your business. You are solely responsible for any action you may take based on the Analytics, and in making any decision you should take into account the possibility that information provided by the Analytics may not correctly reflect current or future trends.
5.4 FollowDigits setup. You are solely responsible for the setup of your FollowDigits account, campaigns, advertisers, affiliate programs, for integrations with landing pages, integrations with mobile applications, and integrations with 3rd parties that are not Certified & Integrated Partners of FollowDigits. FollowDigits can and will provide support and guidance via its knowledge base or support center in order to assist you in setting up your account. Any errors in setup resulting in traffic losses, campaign low performances are solely the responsibility of the customer and FollowDigits cannot be held responsible.
6. Proprietary Rights
6.1 All algorithms, methods of computation and data processed by FollowDigits to measure network traffic, Events (as defined in section 14.2), used for geo-location or segmentation of traffic or any other data of statistical nature necessary for proper operation of FollowDigits or features thereof (hereinafter referred to as: “Processed Data”) are and shall remain the sole and exclusive ownership of FollowDigits, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein. All rights not expressly granted to Customer herein are reserved to FollowDigits.
6.2 Customer’s materials (i.e. creative, links, landing pages, campaigns, etc.) are and shall remain their exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.
7.1 FollowDigits will provide Customer with technical support and guidance, but may elect to do so based on the support level allocated to the customer’s chosen plan. Technical support will be delivered in English (and if available in other languages) and during business hours, from Monday through Friday, from 10am gmt+2 to 6pm gmt +2. The support center and knowledge base can be found on the url: http://www.followdigits.com/support.
8.1 You agree that the platform, FollowDigits, and Processed Data are FollowDigits’s confidential and/or trade secret information (collectively, “Confidential Information”). Customer shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. Customer agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of FollowDigits’s rights therein. Customer shall use its best efforts to assist FollowDigits in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, Customer shall advise FollowDigits immediately in the event Customer learns or has reason to believe that any person to whom Customer has given access to Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other the proprietary rights of FollowDigits, and Customer will, at Customer’s expense, cooperate with FollowDigits in seeking injunctive or other equitable relief in the name of Customer or FollowDigits against any such person. Customer agrees to maintain the confidentiality of FollowDigits’s Confidential Information using at least as great a degree of care as Customer uses to maintain the confidentiality of Customer’s own most confidential information (and in no event less than a reasonable degree of care). Customer acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation FollowDigits or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to FollowDigits inadequately compensable in damages at law, and FollowDigits is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, FollowDigits may immediately terminate Customer’s account and all license rights granted herein, in the event Customer breaches any of its confidentiality obligations.
9.1 Customer shall indemnify, defend, and hold harmless FollowDigits from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by FollowDigits, known or unknown, contingent or otherwise, directly or indirectly arising from Customer’s breach of any term or provision of these Terms and Conditions or any way related to the Customer’s use of FollowDigits, including but not limited to any claim that Customer’s website is owned by someone other than Customer or that the website infringes on the intellectual property rights of a third party. FollowDigits shall notify Customer of any such claim and shall cooperate with Customer, at Customer’s expense, in defending or settling such claim. User may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects FollowDigits rights without FollowDigits’s prior written consent. FollowDigits may join in defense with counsel of its choice at its own expense. If Customer does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, FollowDigits may defend against such claim in such manner as it may deem appropriate at Customer’s expense, including, without limitation, settling such claim, after giving notice of the same to Customer.
10. Disclaimer of Warranty
10.1 FOLLOWDIGITS AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, USERS AND AGENTS (COLLECTIVELY “THE FOLLOWDIGITS PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING CUSTOMER’S). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE FOLLOWDIGITS PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE ENTIRE RISK ARISING OUT OF THE USE OF FOLLOWDIGITS OR PERFORMANCE OF THE CUSTOMER’S WEBSITES REMAINS WITH CUSTOMER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE FOLLOWDIGITS PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF FOLLOWDIGITS, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH THE PLATFORM, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF FOLLOWDIGITS. THE PLATFORM IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FOLLOWDIGITS PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE USE OF OR INABILITY TO USE FOLLOWDIGITS, EVEN IF FOLLOWDIGITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF THE FOLLOWDIGITS PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS ($50.00).
11.1 This Terms and Conditions are effective as long as Customer is registered as a FollowDigits user. The services are provided by FollowDigits to Customer on a monthly subscription basis.
12.1 Either Party may terminate this agreement at any time by providing notice to the other Party. Regardless of the circumstances, such termination shall not give rise to liability.
12.2 In the event of any termination Customer will not be entitled to any refunds of any fees. Any outstanding balance for FollowDigits use rendered through the date of termination, and other unpaid payment obligations during the remainder of the billing period will be immediately due and payable in full. All data, files or other information stored in Customer’s account will be no longer available to Customer.
12.3 The termination of this agreement shall automatically, and without further action by FollowDigits, terminate and extinguish Customer’s right to use FollowDigits.
12.4 Customer agrees that FollowDigits has the right to delete all data, files, or other information that is stored in Customer’s account subsequent to termination. Customer agrees that FollowDigits may retain chosen Processed Data related to Customer’s use of FollowDigits, except for any personal data. Such data shall be used only to improve FollowDigits performance and quality of service.
12.5 FollowDigits may suspend or terminate Customer’s access to FollowDigits at any time, without advance notice, for any reason that FollowDigits finds valid in its sole discretion until cured, including but not limited to where FollowDigits believes that: (A) Customer is in any way in breach of the Terms and Conditions; (B) Customer, at any time, is conducting activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations, (C) Customer is late with any payment for the usage of FollowDigits for the period 21 days from date of payment.
13.1 FollowDigits may modify Terms and Conditions or billing plans. FollowDigits will post notice of modifications hereto at FollowDigits. Changes will not apply retroactively and will become effective immediately after they are posted. Modifications to billing plans come into force at the beginning of next billing period.
13.2 All amendments or modifications will be binding if Customer continues to use FollowDigits after modifications to these Terms and Conditions came into force.
14.1 Pricing is based on Customer’s chosen plan, and reflects the offering shown on the pricing page: http://www.followdigits.com/pricing.
14.2 All plans relate to the usage structure which is defined as an “Event”. An Event is defined as an impression, click, lite click (i.e. click in pop under campaign, click in mobile advertising campaign), progressive page hit (i.e. page hit in advertising campaign that is tracked using progressive method of tracking), conversion (i.e. goal, lead, activation (client), sale transaction, refund transaction, app install), any and or all of which will be totaled to calculate final costs.
14.3 Customers shall be prompted to enter credit card information during the registration of their account or during the 14 days trial period.
14.4 At the beginning of each billing period Customer’s credit card shall be charged with a subscription fee corresponding to Customer’s selected plan and any overage fees as defined by the chosen plan.
14.5 First billing period begins on the date of registration as a FollowDigits user and ends the day before the date of following month that corresponds to the date of registration. Subsequent periods shall begin on the date of each month that corresponds to the date of registration and end the day before that date in following month.
14.6 At the beginning of each billing period Customer’s card will be charged for any overage charges accrued during last billing period. Overage charges are determined in accordance to the plan chosen. The cost associated with overage use is defined via the FollowDigits pricing page http://www.followdigits.com/pricing.
14.7 If the payment cannot be collected, FollowDigits may suspend or terminate Customer’s account and Customer shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by FollowDigits in collecting due amounts plus a 10% penalty fee.
14.9 All payments are in United States Dollars.
14.9 FollowDigits reserves the right to change its payment’s terms and policies any time in its sole discretion. Upon pricing changes, customers on a yearly plan will terminate their yearly billing cycle, while customers on a monthly billing cycle will receive discretionary discount for 3 monthly billing cycles.
14.10 FollowDigits does not guarantee any refunds, and will only handle refunds on a case by case basis.
14.11 Upon registration, Customer will be given a trial period of 15 days. After the end of the trial period, Customer will be offered to subscribe to one of the pricing plans. In case of failure to subscribe, the account will be blocked after 14 days from the end of the trial period.
15.1 Customer shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against FollowDigits. Customer shall reimburse FollowDigits for the amount of any such taxes or duties paid or accrued directly by FollowDigits as a result of this transaction.
15.2 All agreements between FollowDigits and Customer shall be governed by, and construed in accordance with, the laws of the State of Israel except for its conflict of law provisions, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.
15.3 Any litigation based here on, or arising out of, under, or in connection with these Terms of Service (and all agreements between FollowDigits and Customer), shall be brought and maintained exclusively in the competent court in Tel Aviv.
15.4 These Terms and Conditions are made solely for the benefit of Customer and FollowDigits and no other person or entity shall have or acquire any right by virtue of these Terms and Conditions.
15.5 Customer may not assign any of its rights or delegate any of its duties under these Terms and Conditions without the prior written consent of FollowDigits. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under these Terms and Conditions.
15.6 Except as otherwise expressly provided in these Terms of Service, these Terms of Service shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of FollowDigits or Customer.
15.7 The relationship of Customer and FollowDigits established by these Terms and Conditions is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other.
15.8 Neither party shall be deemed in default of this Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.
15.9 No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms and Conditions shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by FollowDigits in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
15.10 Except as may be set forth in a written agreement signed between FollowDigits and Customer, these Terms and Conditions constitute the final, complete, and exclusive statement of the terms of the use of the FollowDigits between the Parties and supersedes all prior and contemporaneous understandings or agreements of the parties.
15.11 If any provision of these Terms and Conditions is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of such provision.
15.12 If FollowDigits prevails in any action, suit, or proceeding arising from or based upon these Terms and Conditions, FollowDigits shall be entitled to recover from Customer FollowDigits’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.
15.13 The headings in these Terms and Conditions are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms and Conditions nor affect any of the rights or obligations of the parties these Terms and Conditions.
15.14 Any notice, communication or statement relating to these Terms and Conditions shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or other confirmed electronic transmission; (iii) when delivered by certified mail or postage prepaid to the address of the respective party as indicated herein. Copies of all notices shall be sent to: DP Online Group Ltd, Zalman Shneour Street, Tel Aviv, Israel. Attn: Legal Department.
15.15 Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms and Conditions. These Terms and Conditions shall not be construed against either party by reason of its drafting.
15.16 Any complaints that arise from this Terms and Conditions or use of the FollowDigits service can be directed to firstname.lastname@example.org. All complaints will be handled within a reasonable timeframe, not exceeding 30 days.