This Agreement (“Agreement”) between you (“you” or “Advertiser”) and AdSource Inc., and its affiliates (collectively, “AdSource”) consists of these AdSource Terms and Conditions (the “Terms and Conditions”), set forth on www.adsource.com (the “Site”) for access to and use of the AdSource service (the “Service”).
If an individual is accessing the Service on behalf of a business entity, whether as an employee, consultant or agent of such business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. You or Advertiser shall refer both to the individual accessing AdSource on behalf of a business entity, if any, and any such business entity itself. By accessing and using AdSource, you agree to be bound by the terms and conditions contained in this Agreement.
READ THESE TERMS CAREFULLY BEFORE USING THE SITE OR THE SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR OTHERWISE USE THE SITE OR THE SERVICE. BY ACCESSING THE SITE OR THE SERVICE, YOU INDICATE AND ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT.
Permitted Uses Partner Sites: Subject to this Agreement, you may use the Site solely for the purpose of submitting your ads for products or services for inclusion in the Service. You agree that your ads submitted through the Service may be placed on (i) any web site owned or operated by AdSource (an “AdSource Web Site”), and (ii) if you opt in to the syndication program on any web site owned by a third party (a “Partner”) with which AdSource has an agreement to place advertisements on your behalf (“Partner Site”). Unless otherwise agreed to in writing by AdSource, AdSource reserves the right, in its sole discretion, to immediately and without notice reject, remove, modify, suspend or restrict any ad submitted by you, without your consent, to comply with any policy of AdSource or any Partner Site, or as otherwise determined by AdSource to protect its interests. The Partners may also have certain rights allowing them to reject, modify or withdraw ads placed under this Agreement. Neither AdSource nor any Partner shall have any liability to you as a result of exercising such rights.
Prohibited Uses of the Service: AdSource strictly prohibits using the Service or any Partner Sites to:
You may not include links to any web site as part of your ad unless the content found at such web site is relevant to the keywords approved for your ad. You may not run multiple ads linking to the same or similar web site on the same search results page.
Prohibited Uses of the Site: You may not use spiders, robots or other automated data mining techniques to catalogue, download, store or otherwise reproduce or distribute information available on the Site without our prior consent. You may not take any action to interfere with the Site or the Service or any other user’s use of the Site or the Service, including, without limitation, via means of overloading, spamming, “flooding”, “mailbombing” or “crashing” the Site or the Service. You may not frame portions of the Site within another web site or establish links from any other web site to any page of the Site other than the home page.
Passwords: AdSource shall authorize IDs and passwords at its discretion. Upon requesting a password, you may be required to provide information regarding you or your organization. The ID and password authorized should be safeguarded at all times and not shared with any other party. Upon a change of the responsible personnel in possession of an ID and password, it is your responsibility to immediately contact AdSource to update or change passwords or information in your profile. AdSource may, from time to time, monitor the logon times and usage under each ID for the purpose of verifying that you are the sole holder and user of the ID and to verify compliance with this Agreement. To the extent any party under the reasonable control of you gains access to the Service through use of the ID or by circumventing AdSource’s security systems, you shall be liable to AdSource for all such use, including payment of any fees and liability for the content, display or use of any ads. AdSource retains the right to suspend or revoke IDs at any time for a violation or potential violation of this Agreement.
Limited License: AdSource hereby grants you a limited, non-exclusive, non-transferable license to use the Site on one computer at a time, for your own internal business purposes and solely to participate in the Service with the intention of placing ads. In no event may you modify or create derivative works based on the Site or the Service or any part thereof. All rights not specifically licensed to you hereunder are retained by AdSource.
Proprietary Rights: The Site, the Service, and everything incorporated or used in connection with the Site or the Service, including but not limited to software, designs, graphics, text, methods, processes, technology and other intellectual property, are owned, or authorized for use, by AdSource. By accessing the Site or using the Service, User acknowledges such rights. Except as expressly permitted in these Terms and Conditions, you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any part of the Site or the Service without the prior written consent of AdSource. AdSource is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to AdSource without compensation and for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services using such information.
Communications Solely With AdSource: Even if your ads are placed on Partner Sites, you agree to communicate solely with AdSource regarding your ads, and agree not to contact any Partner regarding your ads which may appear on the Partner Site. While AdSource may have a business relationship with Partners, AdSource is an independent contractor to the Partners and is not a legal partner of, nor is it able to control the business practices of, the Partners.
Ad Responsibility: You are solely responsible for the selection of all “Targeting Criteria” (such as any keyword, category or other targeting mechanism), for the content and integrity of your ads, including URL links and for all web sites linked to your ad, including all transactions consummated through such web sites. AdSource may, but is under no obligation, to review or screen the content of any ad or the use of any Targeting Criteria by you.
Termination; Cancellation: AdSource may at any time, in its sole discretion, with or without cause, immediately terminate this Agreement, or cancel or suspend any ads or your use of any Targeting Criteria. AdSource will make reasonable efforts notify you via email of any such termination or cancellation, but shall not be liable in any manner for its failure to do so. In the event this Agreement is terminated as a result of your breach of this Agreement, you acknowledge that AdSource shall be under no obligation to refund to you any pre-paid or unused portions of your budget. You may cancel or delete any ad and/or terminate this Agreement with respect to such ad by cancelling or deleting all ads, with or without cause at any time, via your account by changing the end dates of such ads to your desired cancellation date or by deleting the ads you no longer wish to run. A cancelled ad may continue to run for up to 1 business day before such cancellation takes effect. Upon cancellation of any ad or termination of this Agreement for any reason, you shall remain liable for any amount due for clicks already delivered or for clicks on any ads through the date such cancellation or termination takes effect.
Payment: You agree to pay all applicable charges under this Agreement or as set forth on any form on the Site, including any applicable taxes or charges imposed by any government entity. To the extent that you use a credit card for the Service, AdSource shall proceed to charge your credit card based upon your stated budget. If you increase your budget, you authorize AdSource to automatically charge your credit card without prior notification or obtaining additional authorization. Please note that we do not accept debit cards for any automatic payments. AdSource may change its pricing policies at any time, provided that any spending limits that you have set in your account shall only be modified by you. Advertiser waives all rights to challenge or seek to charge-back any billings. You will be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by AdSource in collecting unpaid amounts under this Agreement.
Relationship: The relationship of you and AdSource established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other. The detailed operations of AdSource under this Agreement are subject to the sole control and management of AdSource.
Representations and Warranties: You represent and warrant that (i) all information provided by you to AdSource to enroll in the Service, or otherwise in connection with any ad, posting or other communication is correct and current, (ii) you shall not forge or mask your true identity, or the provider of any goods or services, in any ad, posting or other communication, (iii) you hold all rights or have been granted all necessary approvals and authorizations to permit AdSource and any Partners to use, reproduce, display, transmit and distribute your ads and (iv) use of your ads by AdSource or Partners will not violate any law, rule, regulation or rights of any third party, including but not limited to, copyrights, trademarks, patents, trade secrets, confidentiality obligations or rights of publicity or privacy.
No Guarantee: AdSource makes no guarantee regarding the levels of impressions or clicks for any ad on the AdSource Web Sites or Partner Sites or the availability of any Targeting Criteria. AdSource may offer the same Targeting Criteria to more than one advertiser.
No Warranty: While AdSource makes reasonable efforts to ensure that the Service operates as intended, the Service is dependent upon the Internet and other services and providers outside of the control of AdSource. By using the Service, you acknowledge that AdSource does not and cannot guaranty that the operation of the Service will be uninterrupted, error free or that the Service and the information it stores will be entirely free from viruses, hackers, intrusions, unscheduled downtime or other failures. You expressly assume the risk of such problems by using the Service. The site and the service, including all software, content, operations and materials, are provided “as is”. Except as specifically set forth herein, AdSource makes no representations or warranties of any kind whatsoever for the operation of the service. Further, AdSource disclaims any express or implied warranties, including, without limitation, non-infringement, title, merchantability, fitness for a particular purpose and any warranties arising out of course of dealing, usage or trade.
Limitations of Liability: In no event will AdSource be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death, special, incidental, indirect or other consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not AdSource has been advised of the possibility of such damages. in no event shall AdSource’s liability for any direct damages exceed the amounts actually paid by you to AdSource and retained by AdSource as its commission in connection with the service during the most recent six (6) months. You acknowledge that AdSource has entered into this Agreement relying on the limitations of liability stated herein and that AdSource would not offer you the Service without those limitations, which are an essential basis of the bargain.
Each party agrees to (i) promptly notify the other party in writing of any Claim and give the other party the opportunity to defend or negotiate a settlement of any such Claim at that party’s expense, and (ii) cooperate fully with the other party, at that other party’s expense, in defending or settling such Claim. AdSource reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by AdSource hereunder.
Your Obligation to Indemnify: You agree to indemnify, defend and hold harmless AdSource and Partners, including their respective employees, directors, officers, agents, representatives and affiliates, from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorney’s fees and costs, arising from, or related to, any breach by you of this Agreement or any applicable law or your ads as submitted to the Service.
Changes: All information posted on the Service is subject to change without notice. Your continued access of the Service after such changes conclusively demonstrates your acceptance of those changes.
Severability: If any part of this Agreement shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of this Agreement and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
Waiver; Remedies: The failure of AdSource to partially or fully exercise any rights or the waiver of AdSource of any breach of this Agreement by you, shall not prevent a subsequent exercise of such right by AdSource or be deemed a waiver by AdSource of any subsequent breach by you of the same or any other term of this Agreement. The rights and remedies of AdSource under this Agreement shall be cumulative, and the exercise of any right or remedy shall not limit a right to exercise any other right or remedy hereunder.
Third Party Beneficiary; Assignment: Each Partner is an intended third party beneficiary under this Agreement, and shall have, without limitation, the right to enforce any terms and conditions directly against you. AdSource may assign all, or any part of, its rights or obligations under this Agreement to a third party without your prior consent. This Agreement shall inure to the benefit of AdSource’s successors and assigns.
International Access: Our Site and Service are provided from the United States of America and all servers which make them available reside in the U.S.A. The laws of other countries may differ regarding the access and use of this Site or functions available through the Service. We make no representations regarding the legality of this Service in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.
Governing Law: The laws of the State of California shall govern this Agreement. YOU HEREBY EXPRESSLY CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN SAN FRANCISCO COUNTY IN CALIFORNIA.
Dispute Resolution: In the event of disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, the parties shall first attempt to resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in San Francisco, California. In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement cannot be resolved through good faith negotiation and mediation, the parties shall refer the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association’s rules applicable to commercial disputes. The arbitration shall be held in San Francisco, California, and the decision reached by such arbitrator shall be entered as a judgment in any court of competent jurisdiction.
In the event that there is an alleged breach, each party specifically reserves all of its rights at law or at equity.
Force Majeure: Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.
Notice: Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective party as indicated on the Insertion Order.
Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
Digital Millennium Copyright Act (“DMCA”) Notice: Materials may be made available on the Site, or via the Service, by third parties not within the control of AdSource. We are under no obligation to, and do not, scan ads sent through the Service for the inclusion of illegal content. However, we respect the copyright properties of others. It is our policy not to permit materials known by us to be infringing to remain on the Site or the Service. You should notify us promptly if you believe any materials on the Site or the Service infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue, including, where applicable and technically possible, removing or disabling access to materials claimed to be infringing or by removing or disabling access to such materials. Our designated agent (i.e. proper party) to whom you should address any DMCA notice to: AdSource Inc., 4045 Beverly Glen Blvd, Sherman Oaks, CA 91423 [email protected]
Questions: Should you have any questions regarding this Agreement you may contact us.