Terms of Service

Effective Date: April 30, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE DIGITAL DIVE WEBSITE, OR BY PURCHASING OR USING ANY OF OUR PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR WEBSITE OR SERVICES.

Welcome to Digital Dive (“Digital Dive,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of our website located at https://digitaldive.pro (the “Site”), and all related digital marketing, development, hosting, and consulting services offered by Digital Dive (collectively, the “Services”). These Terms constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Digital Dive.

1. Acceptance of Terms

By accessing the Site, creating an account, signing a Service Agreement or Statement of Work (SOW), making a payment, or otherwise utilizing any of our Services, you represent and warrant that:

(a) You have read, understood, and agree to be bound by these Terms, as they may be amended from time to time.

(b) You are at least 18 years of age and have the legal capacity and authority to enter into a binding agreement.

(c) If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, and you agree to be bound by these Terms on behalf of that entity.

Your continued use of the Site or Services after any modifications constitutes your acceptance of the revised Terms.

2. Definitions

• “Service Agreement” or “Statement of Work (SOW)”: A separate document detailing the specific Services to be provided, deliverables, timelines, fees, and other project-specific terms, which incorporates these Terms by reference.
• “Client Content”: Any text, images, logos, data, or other materials provided by you to Digital Dive for use in connection with the Services.
• “Deliverables”: The specific outputs, such as websites, reports, campaign setups, or code, created by Digital Dive for you as specified in a Service Agreement or SOW.
• “Intellectual Property Rights”: All patents, copyrights, trademarks, trade secrets, database rights, and other proprietary rights recognized in any jurisdiction.
• “Confidential Information”: Non-public information disclosed by one party to the other, marked as confidential or reasonably understood to be confidential, including business strategies, client lists, technical data, and pricing.

3. Scope of Services

Digital Dive provides a range of digital marketing and development services, which may include, but are not limited to:

• Custom website design, development, and maintenance.
• Search Engine Optimization (SEO) strategy and implementation.
• Pay-Per-Click (PPC) advertising campaign management (e.g., Google Ads, social media ads).
• Website hosting, performance monitoring, and security services.
• Artificial Intelligence (AI) tool integration, automation, and consulting.
• Content creation and marketing strategy.
• Social media management and marketing.
• Email marketing services.

The specific Services, deliverables, timelines, and fees for your project will be detailed in a mutually agreed-upon Service Agreement or SOW. In case of any conflict between these Terms and a Service Agreement/SOW, the terms of the Service Agreement/SOW shall prevail for that specific project.

4. Account Responsibility

If the Services require you to create an account (e.g., for client portal access), you are solely responsible for:

• Providing accurate, current, and complete account information.
• Maintaining the confidentiality and security of your account credentials (username and password).
• All activities that occur under your account, whether or not authorized by you.You agree to notify Digital Dive immediately of any suspected or actual unauthorized use of your account or any other breach of security. Digital Dive is not liable for any loss or damage arising from your failure to comply with these obligations.

5. Payment Terms

• Fees: Fees for Services are outlined in the applicable Service Agreement or SOW. Unless otherwise specified, fees are quoted in United States Dollars (USD).
• Payment Schedule: Payment schedules (e.g., upfront deposit, milestones, monthly retainers) will be specified in the Service Agreement or SOW. Invoices are due upon receipt unless otherwise stated.
• Payment Methods: We accept payments via approved electronic methods as indicated on our invoices or Service Agreements (e.g., credit/debit cards via secure gateway, ACH/bank transfer). Specific conditions may apply based on the method. Cryptocurrency is not accepted.
  • Credit/Debit Cards: Processed securely through a third-party payment gateway. Subject to the gateway’s terms.
  • ACH / Bank Transfer: Must clear before services commence or continue, unless otherwise agreed in writing. You are responsible for any bank fees incurred.
• Late Payments: Payments not received by the due date may incur late fees at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, on the outstanding balance.
• Taxes: You are responsible for all applicable taxes (e.g., sales, use, VAT) associated with the Services, excluding taxes based on Digital Dive’s net income.
• Service Suspension: Failure to make timely payments may result in the suspension or termination of your Services without liability to Digital Dive.

6. Refund Policy

Digital Dive maintains a strict No Refund Policy. Due to the custom nature of our Services and the resources allocated upon project commencement, all payments made to Digital Dive are final and non-refundable once work has begun, access to resources has been granted, or Deliverables have been provided. We encourage clients to ask any questions and fully understand the scope of work before initiating any Service Agreement or making payment. This policy applies regardless of whether the project is completed, terminated early by either party, or if you are unsatisfied with the results (subject to warranty provisions herein).

7. Client Obligations

To enable Digital Dive to provide the Services effectively, you agree to:

• Provide accurate, complete, and timely information, materials (Client Content), and feedback as requested by Digital Dive.
• Provide necessary access to relevant accounts, systems, or platforms (e.g., website hosting, domain registrar, advertising accounts, analytics) required for Digital Dive to perform the Services.
• Appoint a primary contact person authorized to make decisions and provide approvals on your behalf.
• Respond to communications and requests for approval from Digital Dive within reasonable timeframes (typically 2-3 business days unless otherwise specified). Delays may impact project timelines.
• Ensure that all Client Content provided does not infringe upon the Intellectual Property Rights or privacy rights of any third party and complies with all applicable laws and regulations.
• Comply with all applicable laws and regulations regarding your business operations, website content, data collection, and user privacy (including GDPR, CCPA, etc.).

Failure to meet these obligations may result in delays, additional costs, or suspension/termination of Services. Digital Dive is not liable for any failures or delays caused by the Client’s non-compliance.

8. Intellectual Property Rights

• Client Content: You retain all ownership rights to your Client Content. You grant Digital Dive a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, display, and distribute the Client Content solely as necessary to perform the Services.
• Digital Dive Pre-Existing IP: Digital Dive retains all ownership rights to its pre-existing materials, software, tools, methodologies, know-how, and intellectual property used in providing the Services (“Digital Dive IP”).
• Deliverables: Upon full and final payment for the relevant Services, Digital Dive grants you a worldwide, perpetual, non-exclusive, royalty-free license to use, reproduce, display, and distribute the final, approved Deliverables created specifically for you under the Service Agreement/SOW for your internal business purposes.
• Restrictions on Deliverables: This license does not grant you the right to resell, sublicense, or create derivative works from the Deliverables for resale without Digital Dive’s express written permission. The license excludes any underlying Digital Dive IP or third-party materials incorporated into the Deliverables.
• Third-Party Materials: Any third-party software, tools, stock imagery, fonts, or other materials used in the Services are subject to their respective licenses, which may require separate fees or adherence to specific terms. Digital Dive will inform you of any such third-party licenses where applicable.
• Ownership Retention: Until full payment is received, all rights, title, and interest in and to the Deliverables remain with Digital Dive.

9. Confidentiality

Both parties agree to maintain the confidentiality of the other party’s Confidential Information and not to disclose it to any third party without prior written consent, except as required by law or as necessary to perform obligations under these Terms or a Service Agreement (e.g., disclosure to subcontractors bound by confidentiality obligations). This obligation survives the termination of these Terms.

10. Restrictions on Use

You agree not to:

• Use the Services or Deliverables for any illegal, fraudulent, or unauthorized purpose.
• Resell, sublicense, duplicate, or otherwise commercially exploit the Services or Deliverables without Digital Dive’s express prior written consent.
• Attempt to reverse-engineer, decompile, or disassemble any proprietary software, integrations, or code provided as part of the Services or Deliverables, except where permitted by law.
• Remove or obscure any copyright, trademark, or other proprietary notices from the Deliverables or Digital Dive materials.
• Transmit any viruses, worms, or malicious code through systems accessed via the Services.

11. Warranties and Disclaimers

• Service Warranty: Digital Dive warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards. Your sole remedy for a breach of this warranty is the re-performance of the non-conforming Services, provided you notify Digital Dive in writing within thirty (30) days of the original performance.
• Disclaimer of Outcome Guarantees: Digital Dive provides Services “as-is” and “as available.” While we strive for positive outcomes, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES REGARDING SPECIFIC RESULTS, such as search engine rankings, website traffic increases, conversion rates, ad performance, or revenue growth. These outcomes depend on numerous factors beyond our direct control, including market conditions, competitor actions, search engine algorithm changes, and platform policies.
• Disclaimer of Other Warranties: EXCEPT FOR THE LIMITED SERVICE WARRANTY ABOVE, DIGITAL DIVE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
• Third-Party Services: Digital Dive is not responsible for the performance, availability, or policies of third-party platforms, tools, or vendors (e.g., Google, Facebook, hosting providers, plugin developers). Issues arising from these third parties are not covered by our warranties.

12. Limitation of Liability

• Exclusion of Indirect Damages: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DIGITAL DIVE, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Cap on Direct Damages: TO THE FULLEST EXTENT PERMITTED BY LAW, DIGITAL DIVE’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO DIGITAL DIVE FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
• Basis of Bargain: The parties acknowledge that the limitations of liability and disclaimers of warranties set forth in these Terms represent an agreed-upon allocation of risk and form an essential basis of the bargain between the parties, without which Digital Dive would not provide the Services at the agreed-upon prices.
• Specific Issues:
  • Hosting Downtime: Covered only if hosting is directly managed and provided by Digital Dive under a specific hosting agreement outlining uptime guarantees (if any). Not covered if hosting is through a third-party provider, even if recommended by Digital Dive.
  • SEO/PPC Performance: Results are not guaranteed due to external factors. We warrant professional effort based on industry best practices.
  • Third-party Plugin/Software Conflicts: Not covered by warranty. Support to resolve such conflicts may be offered as a separate, billable service.
  • Client-Supplied Content Errors: Digital Dive is not liable for errors, inaccuracies, or legal issues arising from Client Content.

13. Indemnification

You agree to indemnify, defend, and hold harmless Digital Dive, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

(a) Your breach of these Terms or any Service Agreement/SOW.

(b) Your Client Content, including any claim that it infringes the rights of a third party or violates any law.

(c) Your use of the Services or Deliverables in violation of applicable laws or third-party rights.

(d) Any activity related to your account conducted by you or any other person accessing your account.

14. Termination

• Termination by Client: You may terminate your relationship with Digital Dive by providing written notice. Termination may be subject to terms outlined in your specific Service Agreement/SOW, including potential early termination fees or completion of payment obligations for work performed. No refunds will be issued upon termination by the Client.
• Termination by Digital Dive: Digital Dive reserves the right to suspend or terminate your access to the Site or Services, or terminate a Service Agreement/SOW, with or without notice, if:
  • You breach any material term of these Terms or the applicable Service Agreement/SOW (including failure to make timely payments).
  • You engage in abusive, fraudulent, illegal, or unethical conduct.
  • You become insolvent or file for bankruptcy.
  • Digital Dive decides to discontinue the specific Service (with reasonable notice where feasible).
• Effect of Termination: Upon termination, your right to access and use the Services will cease immediately. You remain obligated to pay all outstanding fees accrued prior to termination. Digital Dive will, upon request and subject to final payment, provide reasonable assistance in transferring necessary data or Deliverables owned by you. Confidentiality and Intellectual Property provisions, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution clauses shall survive termination. No refunds will be issued for termination due to Client breach.

15. Modifications to Terms

Digital Dive reserves the right to modify or update these Terms at any time in its sole discretion. We will notify you of significant changes by posting the revised Terms on the Site with an updated “Effective Date” or by sending an email notification. Your continued use of the Site or Services after the Effective Date of the revised Terms constitutes your acceptance of the changes. It is your responsibility to review these Terms periodically.

16. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (except for payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials (“Force Majeure Event”).

17. Miscellaneous

• Entire Agreement: These Terms, together with any applicable Service Agreement or SOW and any documents incorporated by reference (like a Privacy Policy), constitute the entire agreement between you and Digital Dive regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral.
• Severability: If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.
• Waiver: No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by Digital Dive to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Digital Dive. Digital Dive may assign its rights and obligations under these Terms without restriction.
• Notices: Any notices or other communications required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email (to help@digitaldive.pro for Digital Dive, and to the email address associated with your account for you); or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt.
• Relationship of Parties: The relationship between you and Digital Dive is that of independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship.

18. Contact Information

If you have any questions about these Terms of Service, please contact us:

Digital Dive, Legal Department

Email: help@digitaldive.pro

Website: https://digitaldive.pro