Ad.ly - Terms of Service

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ADLY, INC. ONLINE TERMS OF SERVICE

(Last Updated: May 24, 2010)

PLEASE CAREFULLY READ THIS ADLY, INC. ONLINE TERMS OF SERVICE AGREEMENT. IF YOU (“you”) DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST CLICK ON THE “REJECT" BUTTON.

These Online Terms of Service govern your participation in ADLY's (“ADLY,” “we,” “us”) advertising program(s) (each a “Program” and collectively, the “Programs”) and, as applicable, any insertion orders or service agreements (an "IO") related to any Program, and your online management of any Program, as well as your use of the ADLY website located at www.ad.ly (the “Site”). These Terms of Service and any applicable IO are collectively referred to as the “Agreement.”

By registering to use the Site, you agree to be bound by this Agreement. If you do not agree to these terms and conditions, please do not use the Site. Your use of the Site is also subject to the ADLY Privacy Policy which is incorporated into this Agreement by this reference.

We reserve the right at any time to:

Change the terms and conditions of this Agreement;
Change the Site, including eliminating or discontinuing any Program thereon or feature thereof; or
Change any fees or charges for Programs.

Any changes we make will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Site. We indicate at the top of the page when this Agreement was last updated. Your continued use of the Site following such changes will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.

ADLY reserves the right to deny, in its sole discretion, your access to your Account and/or the Site without notice for and/or any or no reason (including, without limitation, for violation of this Agreement).

Individuals under the age of 18 are prohibited from registering or otherwise participating in the Site or any Program.

Advertisers. You are solely responsible for all: (a) ad content, ad information, and ad URLs (“Creative”), whether generated by you or on your behalf by a third party; and (b) websites, services and landing pages to which any of your Creative links or directs to, and advertised services and products (“Advertiser Website(s)” and collectively with the Creative, and the Programs, the “Advertiser Materials”). You understand and agree that Creative will be placed on feeds provided by a third party (each, a “Publisher”) upon which ADLY places ads. You authorize and consent to all such placements and you further acknowledge and agree that, except as otherwise provided in the applicable IO, the positioning and display of such Creative is at the sole discretion of ADLY. If there is a conflict of interest with a Publisher, you may terminate the applicable Program with 24 hours notice via electronic mail to ADLY which notice shall include a detailed explanation of the conflict. Any such termination is subject to your obligations upon termination, including payment for existing Programs, set forth elsewhere herein. You acknowledge and agree that a Publisher is only required to display the sponsored message which is posted in the Program and neither you nor ADLY shall have any right to further restrict the activity that a Publisher may post or say in any medium.

You agree to provide ADLY with all relevant Creative by the due date set forth in the applicable Program's frequently asked questions at www.ad.ly/FAQ, or as otherwise communicated by ADLY. ADLY may modify any of its Programs at any time without liability.

You are responsible for payment of all fees described herein, either by credit card, or pursuant to an IO and an online account, if you have been approved for an online account by ADLY. All charges are payable in U.S. Dollars. Unless agreed to by ADLY in writing, all IO’s shall be invoiced at the end of the applicable Program, and shall be due and payable net thirty (30) days from the date of invoice. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying (y) all taxes, government charges, and (z) reasonable expenses and attorneys fees ADLY incurs collecting late amounts. To the fullest extent permitted by law, you agree to waive all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks, impressions, page views or other fraudulent activity) unless claimed within 60 days after the charge (but not any rights you may have from your credit card issuer). Charges are solely based on ADLY's measurements for the applicable Program, unless otherwise agreed to in writing.

Nothing in this Agreement shall obligate ADLY to extend credit to you. Programs where credit is requested will not be run until an IO is approved by ADLY in ADLY’s sole discretion. You acknowledge and agree that any credit card and related billing and payment information that you provide to ADLY may be shared by ADLY with companies who work on ADLY's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to ADLY and servicing your account. ADLY may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. ADLY shall not be liable for any use or disclosure of such information by such third parties.

You may cancel any Program or advertising online through your account if online cancellation functionality is available, or, if not available, with prior written notice to ADLY, including without limitation electronic mail. ADLY shall cease serving ads as soon as practicable after receiving notice of cancellation. The cancellation of all other advertising may be subject to Program policies or ADLY's ability to re-schedule reserved inventory or cancel ads already in production. Cancelled ads may be published despite cancellation if cancellation of those ads occurs after any applicable commitment date as set forth in advance by the Publisher or ADLY, in which case you will remain responsible for payment of those ads.

Upon your submission of Creative to ADLY, you hereby grant to ADLY a non-exclusive right and license to (i) use, reproduce, modify, utilize and otherwise exploit the Creative for display and distribution by ADLY as provided in this Agreement, and (ii) market, display, perform, transmit and promote the Advertiser Materials and your name, trademarks and logos.

Publishers. Your participation as a Publisher is subject to ADLY’s approval, which approval may be withheld in ADLY’s sole discretion.In order to participate as a publisher, you must register on the Site. As a publisher, you acknowledge and agree that ADLY does not guarantee that any advertisers will agree to sponsor your feeds. You agree to give ADLY access to any your feeds that you intend to publish on, and which are supported by ADLY (i.e., Twitter, Myspace, etc.) via OAuth and agree not to modify any access right on your feed in a way that would prevent or interfere with ADLY posting ads to your feed. ADLY will run the advertiser tweet once per day during the Program. You shall be offered the opportunity to approve any new Program before it goes live. Once you have approved a Program, you must allow the Program to run to completion. If you desire to terminate an active Program, you must contact ADLY. In addition, you agree that in the event you delete a sponsored tweet, you will be in material breach of this Agreement, and you will not be entitled to any payments in connection with the applicable Program, and may be terminated as a publisher in connection with the Site.

Publisher also acknowledges that ADLY charges a fee of 30% of gross revenue received from advertisers. This amount will be deducted from any payments made by advertiser's before payment to publisher. ADLY may change this fee with 30 days prior written notice to publisher. You may cancel your account during that period prior to the effectiveness of such change. Publisher agrees to represent all information to ADLY accurately, including information regarding categories and feeds.

Payments shall be made by ADLY no later than the 45th day after the end of the month in which revenue for a Program was received by ADLY. Publisher will be paid at the account level (i.e., if Publisher has multiple accounts, each account is evaluated independently). Publisher shall notify ADLY of any changes to its account information. No payments will be issued for any amounts less than $50.00 USD. All un-issued earnings will rollover to the next pay period.

Taxes. Adly assumes no responsibility for paying any taxes on behalf of Publisher. By participating in a Program and any related services, Publisher assumes complete and sole responsibility for any taxes owed as a consequence of such participation, and shall indemnify and hold ADLY harmless from any such taxes. Upon written request, ADLY shall provide Publisher with appropriate tax information, including earnings on Form 1099 as required by applicable law. If Publisher resides in the United States, then Publisher shall provide its Social Security number or Federal Employee Identification Number and any other reasonable information to ADLY for tax reporting purposes. Such information will be used for no purpose other than for tax reporting purposes. If Publisher resides outside of the United States, then Publisher may be asked to complete appropriate forms for tax purposes and shall accurately and promptly complete such forms. ADLY may withhold payment from Publisher in the event that Publisher does not provide accurate tax information or complete any necessary tax or reporting forms, as determined in ADLY’s sole discretion.

No Guarantee. PUBLISHER UNDERSTANDS AND ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ANY REVENUE OR PERFORMANCE (INCLUDING WITHOUT LIMITATION ANY MINIMUM LEVEL OF REVENUE OR PERFORMANCE) WILL BE GENERATED AS A RESULT OF A PROGRAM OR THIS AGREEMENT.

Establishing an Account. When and if you register an end user account (“Account”), you agree to (a) provide accurate, current and complete information about yourself as prompted by our registration form (including your email address) and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, you will have materially breached this Agreement, and we reserve the right to terminate this Agreement and your use of the Site.

As part of the registration process, you will be asked to select a username and password that are unique to the Account (collectively referred to hereunder as “Login Information”). You may not share the Account or the Login Information with anyone other than as expressly set forth herein. You will be responsible for the confidentiality and use of your Login Information and agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your Account is no longer secure, you must promptly change your password by visiting www.ad.ly/account/password-reset/ and immediately notify us of the problem by emailing us at support@ad.ly. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to the benefit of ADLY. You are entirely responsible for maintaining the confidentiality of your USERNAME and password and for any and all activities (INCLUDING PROGRAMS) that ARE CONDUCTED through your account.

ADLY’s Absolute Right to Suspend, Terminate and/or Delete Your Account, Your Access to the Site, or Your Programs. ADLY MAY SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT, AND/OR TERMINATE OR SUSPEND YOUR ACCESS TO THE SITE AT ANY TIME WITH ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE, WITHOUT ANY LIABILITY TO YOU WHATSOEVER. For purposes of explanation and not limitation, most Account and/or Site suspensions, terminations and/or deletions are the result of violations of this Agreement or other ADLY policy. You acknowledge and agree that ADLY is not required to provide you notice before terminating or suspending your Account, and/or your access to the Site.In addition to the foregoing, ADLY may, in addition to any of its other rights and remedies it may have against you at law or in equity, immediately with or without notice to you, cease the distribution, display or other exploitation of any Advertiser Materials which ADLY believes contains any Prohibited Conduct (defined in Section 7 below) without any liability to you of any kind.

Your Right to Cancel Your Account. You have the right to cancel your Account at any time. You understand and agree that, except as expressly provided by law, the cancellation of your Account is your sole right and remedy with respect to any dispute with ADLY. This includes, but is not limited to, any dispute related to, or arising out of: (a) this Agreement or our enforcement or application of this Agreement; (b) Programs conducted through the Site or any change therein; (c) your ability to access and/or use the Site; or (d) the amount or type of fees, surcharges, applicable taxes, billing methods or any change to the fees, applicable taxes, surcharges or billing methods.

ADLY reserves the right to collect fees, surcharges or costs incurred before you cancel your Account(s). In the event that your Account is terminated, suspended or canceled, no refund will be granted with respect to an Program, and you will have no further access to your Account or anything associated with it.

Ownership/Selling of the Account. ADLY does not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, or offer to purchase, sell, gift or trade any Account, and any such attempt shall be null and void.

Limitations on Your Use of the Site.

(a)You agree that you will not (i) engage in any activity designed to generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions that would increase impressions, page views or click- throughs (including but not limited to incentivized, computerized or otherwise deceptive or artificial means), or the provision of false lead information or multiple leads from a single individual (“Fraudulent Activity”); (ii) use any automated means or form of scraping or data extraction to access, query or otherwise collect ADLY advertising related information from any Program website or property except as expressly permitted by ADLY; or (iii) provide to ADLY submit, publish or link to any Advertiser Materials that contain, endorse, promote, advertise or consist of Prohibited Conduct.As used in this Section 7(a), “Prohibited Conduct” means any conduct that (1) is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (2) harasses or advocates harassment of another person; (3) exploits people in a sexual or violent manner; (4) contains nudity, excessive violence, or offensive subject matter or contains a link to such content; (5) solicits personal information from anyone under 13, unless the Advertiser Website(s) are otherwise compliant with COPPA; (6) publicly posts information that poses or creates a privacy or security risk to any person; (7) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (8) constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; (9) involves the transmission of unsolicited mass mailing, unsolicited instant messaging, or other spamming activities; (10) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (11) solicits passwords or personal identifying information for commercial or unlawful purposes from other consumers; (12) involves pyramid schemes; (13) includes photographs or video of persons that you have posted without that person's consent; (14) consists of sexually suggestive imagery or any other unfair, misleading or deceptive content intended to draw traffic to the website; (15) violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; (16) constitutes or promotes criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, copyright infringement, patent infringement, or theft of trade secrets; or (17) involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network.

(b)You agree that you will not (i) modify or cause to be modified any files that are a part of any Program; (ii) create or use cheats, bots, “mods,” and/or hacks, or any other third-party software designed to modify the Site experience; or (iii) use any third-party software that intercepts, “mines,” or otherwise collects information from or through the Site. Notwithstanding the foregoing, ADLY may, at its sole and absolute discretion, allow the use of certain third party user interfaces.

(c)You may not disrupt or assist in the disruption of (i) any computer used to support the Site (each a “Server”); or (ii) any other advertiser or Publishers’ Site experience. ANY ATTEMPT BY YOU TO DISRUPT THE SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SITE MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. You agree that you will not violate any applicable law, rule or regulation in connection with your use of the Site.

Authority. If you wish to use the Site, you will be asked by ADLY to supply certain information applicable to your use, including, without limitation, credit card and other information. You acknowledge that payments will be processed automatically (e.g., charged to your credit card) until you cancel the Account. ADLY may revise the pricing for Programs at any time. BY INITIATING A TRANSACTION, YOU REPRESENT AND WARRANT THAT YOU (A) ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND (B) HAVE THE LEGAL RIGHT TO USE THE PAYMENT MEANS SELECTED BY YOU. You understand that any such information will be treated by ADLY in the manner described in our Privacy Policy, which can be found at www.ad.ly/privacy-policy. You agree that all information that you provide to ADLY or such third party provider will be accurate, current and complete. You agree to pay all charges incurred by you or any users of your Account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your Programs.

YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED SERVICES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

In addition, you represent and warrant that you possess all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in all Creative needed for ADLY to operate Programs (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative) in connection with this Agreement.

Links. The Site may contain links to other Internet web sites, including affiliated web sites which may or may not be owned or operated by ADLY. ADLY has not reviewed all of the web sites that are linked to the Site, and ADLY has no control over such sites. Unless otherwise explicitly stated, ADLY is not responsible for the content of such web sites, any updates or changes to such sites, or the privacy or other practices of such sites, and the fact that ADLY offers such links does not indicate any approval or endorsement of any material contained on any linked site. ADLY is providing these links to you only as a convenience. Accordingly, we strongly encourage you to become familiar with the terms of use and practices of any linked site. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of such items as viruses, worms, trojan horses, defects, date bombs, time bombs and other items of a destructive nature. ADLY makes no representation or warranty with regard to other Internet webs sites, including, without limitation, any products, services, software or content provided on such sites.

Ownership and Restrictions on Use. The Site is owned and operated by ADLY in conjunction with others pursuant to contractual arrangements, and all rights and title in and to the Site, including, without limitation, any and all user accounts, titles, computer codes, dialogue, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, “applets,” transcripts, profile information, and the Server software, and any intellectual property and other rights relating thereto, are and will remain the property of ADLY and its licensors and suppliers. The Site, and the selection, compilation, collection, arrangement and assembly thereof, are protected by United States and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. The Site may contain licensed materials, and ADLY’s licensor may enforce their rights in the event of any violation of this Agreement.

The trademarks, logos and service marks displayed on the Site of ADLY (collectively the “ADLY Marks”) are the registered and unregistered trademarks of ADLY, ADLY’s licensors and suppliers, and others. ADLY Marks, whether registered or unregistered, may not be used in connection with any product or service that is not ADLY’s, in any manner that is likely to cause confusion with customers, or in any manner that disparages ADLY. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any ADLY Mark without the express written permission of ADLY, ADLY’s licensors or suppliers, or the third party owner of any such ADLY Mark. Misuse of any ADLY Mark is prohibited, and ADLY will aggressively enforce its intellectual property rights in such ADLY Marks, including via civil and criminal proceedings.

Access By Minors. Pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two websites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that ADLY does not endorse any of the products or services listed at such sites.

ADLY Data And Privacy

ADLY exclusively owns all data generated by, or collected in connection with, the display, delivery and performance of Programs, including, without limitation, any data pertaining to impressions, click-through rates, conversions and any other data derived by ADLY (“ADLY Data”). Without limiting the foregoing, you shall not make any use of, copy, or make derivative works from ADLY Data, or sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner ADLY Data (including without limitation any portion thereof) to any third-party. You acknowledge, for the avoidance of doubt, that ADLY receives non-personally identifiable data (e.g. IP addresses, cookie information) in connection with serving Programs which shall also be ADLY Data, and ADLY may use such non-personally identifiable data concerning individual consumers of the Advertiser Website(s) (including without limitation specific pages thereof) for any purpose whatsoever, including to help target Programs to those consumers.

If you enter into an IO with ADLY, you shall clearly post on your Advertiser Website(s) an easy-to-understand privacy policy that (i) is in compliance with all FTC Guidelines and any other applicable laws, rules and regulations with respect to online privacy; (ii) identifies the nature and scope of the collection and use of information gathered by you, including the use of “cookies” and (iii) notifies consumers that you may allow third parties such as ADLY to monitor the Advertiser Website(s) for the purpose of reporting website traffic, statistics, advertisements, “click-throughs” and/or other activities, and such third parties may use cookies, web beacons and other monitoring technologies to compile anonymous statistics about your consumers.

Rules for Sweepstakes. Contests and Games. Any sweepstakes, contests or games that may be accessible through the Site from time to time are governed by specific rules. By entering such sweepstakes or contests or participating in such games you will become subject to those rules. We urge you to read the applicable rules, which are linked from the particular activity, and to review our Privacy Policy which, in addition to this Agreement, governs any information you submit in connection with such sweepstakes, contests and games.

Termination of Agreement. This Agreement shall remain effective until terminated in accordance with its terms. Either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and/or your access to and use of the Site, or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Site shall immediately cease.

Mutual Warranties.Each Party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such Party is bound; and (iii) such Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

Disclaimers. THE SITE AND ANY OTHER PRODUCT OR SERVICE OBTAINED THROUGH THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADLY AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND OTHER REPRESENTATIVES (THE “ADLY PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. ADLY AND THE OTHER ADLY PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATION FEATURES OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND/OR SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DO ADLY AND THE OTHER ADLY PARTIES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATION FEATURES OF THE SITE, AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF ANY OF THE ADLY PARTIES, USERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATION FEATURES OF THE SITE, ANY MATERIALS PROVIDED THROUGH THE SITE, AND ANY LINKED SITES ARE ENTIRELY AT YOUR OWN RISK.

A possibility exists that the Site could include inaccuracies or errors, or information or materials that violate this Agreement. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Site. Although we attempt to ensure the integrity of the Site, we make no guarantees as to the Site’s completeness or correctness. In the event that a situation arises in which the Site’s completeness or correctness is in question, please contact us atsupport@ad.ly with, if possible, a description of the material to be checked and the location (URL) where such material can be found on the Site, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable.

Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE ADLY PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, ANY LINKED SITE OR ANY OTHER PRODUCT OR SERVICE PURCHASED OR PROVIDED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY LINKED SITE IS TO STOP USING THE SITE OR LINKED SITE, AS APPLICABLE, AND TO CANCEL YOUR ACCOUNT(S). IN NO EVENT SHALL ADLY’S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC PROGRAM IN QUESTION AND TEN THOUSAND DOLLARS ($10,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ADLY MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.

YOU ACKNOWLEDGE THAT ADLY HAS AGREED TO PRICING IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THESE CONSIDERATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. TO THE LIMITED EXTENT THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF ADLY AND THE OTHER ADLY PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification.

By You. You agree to indemnify, defend and hold the ADLY Parties, harmless from and against any and all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees, collectively, “Claims”) that may at any time be incurred by reason of any threatened or filed claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation in connection with your performance under this Agreement; (b) arising out of any breach or alleged breach by you of any term, condition, representation or warranty under this Agreement or any other agreement with ADLY; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from you. You also shall indemnify the ADLY Parties for any Claims, including without limitation lost advertising revenue, resulting from Fraudulent Activity.

By ADLY.ADLY shall indemnify, defend, and hold harmless you, and your officers, directors, agents, affiliates and employees associated with any and all third party Claims that may at any time be incurred by reason of any threatened or filed claims, suits or proceedings arising out of a material breach by ADLY of any term, condition, representation or express warranty under this Agreement.

Indemnification Procedures. Any claim for indemnification hereunder shall be subject to the following provisions: (x) the indemnifying Party shall be given prompt written notice of the claim by the indemnified Party, provided that any delay in providing notice shall not relieve the indemnifying Party of its indemnity obligations under this Agreement unless, and only to the extent, the indemnifying Party was prejudiced by the delay; (y) the indemnifying Party shall have the right to control the defense and all negotiations relative to the settlement of any such claim, provided that no settlement admitting liability on the part of the indemnified Party may be made without the express written consent of the indemnified Party; and (z) the indemnified Party shall reasonably cooperate with the indemnifying Party and its counsel at the indemnifying Party’s cost and expense.

Questions. The Site is provided by ADLY Inc. If you have any questions, comments or complaints regarding this Agreement and/or the Site, feel free to contact us at support@ad.ly.

Notice for California Users. Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Force Majeure. ADLY shall not be liable for any delay or failure to perform its obligations hereunder if such delay or failure is due to unforeseen circumstances or causes beyond ADLY’s control, such as acts of God, acts of any governmental body, war, insurrection, sabotage, terrorism, riots, embargoes, fire, floods, accidents, strikes or other labor disturbances, interruption of or delay in transportation, unavailability of, interruption of or delay in telecommunications or third party services, or inability to obtain fuel, energy, or other raw materials, supplies or power used in or equipment needed for provision of the Site.

Governing Law; Forum. You agree to the non-exclusive jurisdiction of an appropriate state court in Los Angeles County, California, or an appropriate federal court located in Los Angeles, California for any action or proceeding arising out of or related to this Agreement; and disputes arising under or in connection with this Agreement (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of the State of California in the United States without regard to applicable conflict of law provisions. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

We reserve the right to limit the availability of the Site to any person, geographic area or jurisdiction, at any time and in our sole discretion.

Miscellaneous. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement (and any IO or any addenda thereto which are incorporated herein by this reference) is the entire agreement between you and ADLY relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and ADLY with respect to such subject matter. This Agreement is not assignable, transferable or sublicenseable by you except with ADLY’s prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. This Agreement is not intended to provide any third-party beneficiary rights. You may access and download this Agreement at any time from the following URL: www.ad.ly/terms-of-service/.