Terms of Service
Welcome to Distancer.me!
By signing up for a Distancer Account (as defined in Section 1) or by using any Distancer Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us”, “our” and “Digitsy Inc” means the applicable Digitsy Contracting Party (as defined in Section 12 below), and “you” means the Distancer User (if registering for or using a Distancer Service as an individual), or the business employing the Distancer User (if registering for or using a Distancer Service as a business) and any of its affiliates.
Digitsy Inc provides a complete platform that enables business owners to create their online business presence for a wide range of ideas and business types. Among other features, this platform includes a range of tools for business owners to build and customize online presences, 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. Any such service or services offered by Digitsy Inc are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://distancer.me/legal/terms.
You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Digitsy Inc’s Acceptable Use Policy (“AUP”) and Privacy Policy, and, if applicable, the Supplementary Terms of Service for E.U. Merchants (“EU Terms”), the Distancer API License and Terms of Use (“API Terms”) and the Distancer Data Processing Addendum (“DPA”) before you may sign up for a Distancer Account or use any Distancer Service.
Everyday language summaries are provided for convenience only and appear in bold near each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using Distancer.me or any Distancer services, you are agreeing to these terms. Be sure to occasionally check back for updates.
1. Account Terms
To access and use the Services, you must register for a Distancer account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Digitsy Inc may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
You confirm that you are receiving any Services provided by Digitsy Inc for the purposes of carrying on a business activity and not for any personal, household or family purpose.
You acknowledge that Digitsy Inc will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Digitsy Inc and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Digitsy Inc can only be authenticated if they come from your Primary Email Address.
You are responsible for keeping your password secure. Digitsy Inc cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
Technical support in respect of the Services is only provided to Distancer Users. Questions about the Terms of Service should be sent to Distancer Support.
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 Digitsy Inc.
You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside Distancer.me’s Checkout, 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 agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
You understand that your Materials 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, copyright 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, product reviews, or other business content and data provided or made available by you or on your behalf to Digitsy Inc or its affiliates.
2. Account Activation
2.1 Business Owner
Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Business Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Business Owner in connection with the Service. You are responsible for ensuring that the name of the Business Owner (including the legal name of the company that owns the Distancer Business Presence, if applicable) is clearly visible on the Distancer Business Presence’s website.
If you are signing up for the Services on behalf of your employer, your employer will be the Business Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your Distancer Business Presence can only be associated with one Business Owner. A Business Owner may have multiple Distancer Business Presences. You agree to use Distancer Checkout for your Distancer Business Presence. “Distancer Business Presence” means the online presence (whether hosted by Distancer.me or on a third party website), or any storefront built on top of the Storefront API) or physical retail location(s) associated with the Account.
2.2 Staff Accounts
Based on your Distancer.me pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Business Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general Distancer Business Presence settings).
The Business Owner is responsible for: (a) ensuring its employees, agents and subcontractors, including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Business Owner’s employees, agents or subcontractors. The Business Owner acknowledges and agrees that Business Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Business Owner.
The Business Owner and the users under Staff Accounts are each referred to as a “Distancer User”.
2.3 Stripe Accounts
Upon completion of sign up for the Service, Distancer.me will create a Stripe account on your behalf, using your Primary Email Address. Depending on your location, Distancer.me may also create additional payment processing accounts on your behalf.
You acknowledge that Stripe will be your default payments gateway and that it is your sole responsibility as the Business Owner to activate and maintain these accounts. If you do not wish to keep the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, Stripe is a Third Party Service.
2.4 Domain Names
Upon purchasing a domain name through Distancer.me, domain registration will be preset to automatically renew each year so long as your Distancer Account remains active, unless you do not have a valid payment method associated with your Account. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.
3. Digitsy Inc Rights
The Services have a range of features and functionalities. Not all Services or features will be available to all Business Owners at all times and we are 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, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
It is in Digitsy Inc’s sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Digitsy Inc employee, member, or officer will result in immediate Account termination.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Digitsy Inc employees and contractors may also be Distancer.me customers or business owners and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
Digitsy Inc reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Business Owner. If we are unable to reasonably determine the rightful Business Owner, without prejudice to our other rights and remedies, Digitsy Inc reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
4. Your Responsibilities
You acknowledge and agree to provide public-facing contact information, terms of service, a refund policy, and shipping policies (including order fulfilment timelines) on your Distancer Business Presence. Public-facing contact information should include your name, address, telephone number, and email address. You should inform your customers if you use a third-party supplier.
You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly and only between you and the customer. You are the seller or merchant of record for all sales through the Services. You are responsible for the creation and operation of your Distancer Business Presence, your Materials, the goods and services that you may sell through the Services, 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, determining and collecting taxes, 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 Terms of Service. You are responsible for your Distancer Business Presence, your Materials (including any Materials you create using Distancer.me’s services and tools), and the goods and services you sell through the Services. For the avoidance of doubt, Digitsy Inc is not the seller or merchant of record and has no responsibility for your Distancer Business Presence, your Materials, the goods or services you may sell through the Services, or any aspect of the transaction between you and your customer(s).
You represent and warrant that you will comply with all applicable laws, rules, regulations, and rights of third parties in your use of any of the Service and your performance of obligations under the Terms of Service.
The API Terms govern your access to and use of the Distancer API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.
You agree to use Distancer Checkout for any sales associated with your online Distancer Business Presence. “Distancer Checkout” means Distancer.me’s checkout experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order, including checkouts that occur through the Distancer Checkout API.
5. Payment of Fees and Taxes
You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Distancer Business Presence when using all payment providers other than Stripe (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as POS Equipment, shipping, apps, Themes, domain names, Distancer App Store, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Digitsy Inc will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Digitsy Inc will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.
Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Digitsy Inc’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Business Owner via the Primary Email Address provided. As well, an invoice will appear on the Account page of your Distancer Business Presence’s administrative console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Digitsy Inc reserves the right to terminate your Account in accordance with Section 13.
All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act, Chapter 117A of Singapore), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Digitsy Inc’s products and services. To the extent that Digitsy Inc charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Digitsy Inc of your exemption. If you are not charged Taxes by Digitsy Inc, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to Digitsy Inc under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Digitsy Inc to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Digitsy Inc will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Distancer Business Presence or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
You must maintain an accurate location in the administrative console of your Distancer Business Presence. If you change jurisdictions you must promptly update your location in the administrative console.
Digitsy Inc does not provide refunds.
Your access to and use of any tools that Digitsy Inc offers to you that help you calculate or estimate taxes that arise from or as a result of a sale on your Distancer Business Presence (“Distancer Tax”) is subject to the Distancer Tax Terms of Service or that help you file such taxes (“Distancer Tax Automated Filing”) is subject to the Distancer Tax Automated Filing Terms of Service.
6. Confidentiality
“Confidential Information” will include, but will not be limited to, any and all information associated with a 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. Digitsy Inc’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such 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 of Service, 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. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
7. Limitation of Liability and Indemnification
You expressly understand and agree that, to the extent permitted by applicable laws, Digitsy Inc and its suppliers will 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 arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Digitsy Inc partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.
You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Digitsy Inc does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Digitsy Inc does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Digitsy Inc is not responsible for any of your tax obligations or liabilities related to the use of Digitsy Inc’s Services.
Digitsy Inc does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
8. Intellectual Property and Your Materials
8.1 Your Materials
We do not take ownership of the Materials that you provide to Digitsy Inc; however, we do require a license to your Materials. You hereby grant Digitsy Inc 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, and create derivative works of your Materials. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. As part of providing the Services, Digitsy Inc may list, combine, feature, and promote your Materials, Distancer Business Presence, and Your Trademarks in any channel operated by Digitsy Inc or Digitsy Inc partners. You represent, warrant, and agree that you have all necessary (a) rights in the Materials to grant this license, and (b) rights and consents to make available to Digitsy Inc to use or process any Materials or information collected from or about an individual associated with such Materials that is subject to protection under applicable data privacy laws or regulations.
You irrevocably waive any and all moral rights you may have in the Materials in favour of Digitsy Inc and agree that this waiver may be invoked by anyone who obtains rights in the materials through Digitsy Inc, including anyone to whom Digitsy Inc may transfer or grant (including by way of license or sublicense) any rights in the Materials.
If you owned the Materials before providing them to Digitsy Inc then, despite uploading them to your Distancer Business Presence they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Distancer Business Presence at any time by deleting your Account. Removing your Distancer Business Presence does not terminate any rights or licenses granted to the Materials that Digitsy Inc requires to exercise any rights or perform any obligations that arose during the Term.
You agree that Digitsy Inc can, at any time, review and delete any or all of the Materials submitted to the Services, although Digitsy Inc is not obligated to do so.
You grant Digitsy Inc a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Distancer Business Presence (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Digitsy Inc requires the license to exercise any rights or perform any obligations that arose during the Term.
8.2 Digitsy Inc Intellectual Property
You agree that you may not use any trademarks, logos, or service marks of Digitsy Inc, whether registered or unregistered, including but not limited to the word mark DIGITSY, the word mark DISTANCER.ME, and any associated design marks (“Digitsy Trademarks”) unless you are authorized to do so by Digitsy Inc in writing. You agree not to use or adopt any marks that may be considered confusing with the Digitsy Trademarks. You agree that any variations or misspellings of the Digitsy Trademarks would be considered confusing with the Digitsy Trademarks.
You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Digitsy Inc or Digitsy Trademarks or that use or include any terms that may be confusing with the Digitsy Trademarks.
You acknowledge and agree that the Terms of Service do not give you any right to implement Digitsy Inc patents.
9. Feedback and Reviews
Digitsy Inc welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Digitsy Inc be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Digitsy Inc (whether submitted directly to Digitsy Inc or posted on any Digitsy Inc hosted forum or page), you waive any and all rights in the Feedback and that Digitsy Inc is free to implement and use the Feedback if desired, as provided by you or as modified by Digitsy Inc, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Digitsy Inc must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Digitsy Inc reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
10. Intellectual Property Infringement
Digitsy Inc respects the valid intellectual property rights of others and we expect Business Owners to do the same. Posting content that constitutes an infringement of others’ legal rights violates our Acceptable Use Policy and the content can be removed and/or your Distancer Business Presence may be terminated at our discretion. If you believe content on our platform infringes your intellectual property rights, you can report it here. You can also learn more about our intellectual property policies here.
11. Privacy and Data Protection
Digitsy Inc is firmly committed to protecting the privacy of your personal information and the personal information of your customers.
Digitsy Inc’s collection, use, disclosure and processing of Your Customer Personal Data (as defined in the Data Processing Addendum) is subject to these Terms, our Data Processing Addendum, and our Consumer Privacy Policy.
Digitsy Inc’s collection, use, disclosure and processing of your personal information is governed by our Merchant Privacy Policy.
Digitsy Inc complies with applicable Payment Card Industry Data Security Standards (“PCI DSS”) in its provision of the Services to you. You can review Digitsy Inc’s current PCI DSS Attestation of Compliance here. Where the Services involve Digitsy Inc storing, processing or transmitting “Account Data” (as defined under PCI DSS) on your behalf, Digitsy Inc acknowledges that it is responsible for securing such Account Data in accordance with the applicable PCI DSS requirements. If you store, process or transmit Account Data, you must also ensure that you are at all times compliant with PCI DSS, and agree to provide Digitsy Inc with documentation evidencing your compliance with PCI DSS upon request. You agree not to impair the security of Account Data, including, without limitation, by: a. modifying, bypassing or circumventing the technical limitations of the Services; b. using third-party proxies or other interventions that impair the security of Account Data; or c. using the Services otherwise in violation of these Terms of Service. To the extent that you impair the security of Account Data, Digitsy Inc cannot ensure PCI DSS compliance and is not responsible for the security of Account Data. Information on PCI DSS can be found on the PCI Council’s website.
12. Digitsy Contracting Party
“Digitsy Contracting Party” means Digitsy Inc., a California corporation, with offices located at 21010 Anza Ave 28, Torrance, California, 90503.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of California with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
13. Term and Termination
The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).
You may cancel your Account and terminate the Terms of Service at any time by contacting Distancer Support and then following the specific instructions indicated to you in Digitsy Inc’s response.
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
Upon termination of the Services by either party for any reason:
Digitsy Inc will cease providing you with the Services and you will no longer be able to access your Account;
unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
any outstanding balance owed to Digitsy Inc for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
your Distancer Business Presence will be taken offline.
If you purchased a domain name through Distancer.me, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
14. Modifications
We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Distancer.me administrative console, or by similar means. However, Digitsy Inc may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
Digitsy Inc may change the Fees for the Services from time-to-time. We will provide you with 30 days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Distancer.me administrative console, or by similar means. Digitsy Inc will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).
15. General Conditions
The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Digitsy Inc and govern your use of the Services and your Account, superseding any prior agreements between you and Digitsy Inc (including, but not limited to, any prior versions of the Terms of Service).
The failure of Digitsy Inc to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
Save for Digitsy Inc and its affiliates, you or anyone accessing Distancer Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
The Terms of Service will be governed by and interpreted in accordance with the laws of the State of California and the laws of the United States applicable therein, without regard to principles of conflicts of laws.
The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Digitsy Inc’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.distancer.me/legal/terms will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Digitsy Inc (acting in its sole discretion) or as required by applicable law.
All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Digitsy Inc will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Digitsy Inc’s prior written consent, to be given or withheld in Digitsy Inc’s sole discretion.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 5 (Payment of Fees and Taxes), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8.1 (Your Materials), 9 (Feedback and Reviews), 11 (Privacy and Data Protection), 12 (Digitsy Contracting Party), 13 (Term and Termination), 14(1) (Modifications), and 15 (General Conditions) will survive the termination or expiration of these Terms of Service.