Effective March 17, 2020

Terms & Conditions

This Site is an Ad Platform Site

AdAdapted.com is a marketing brochure site. The Site provides a link to a login for our Services. The Site is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using the Site, you represent and warrant that you are of legal age to form a binding contract with AdAdapted, and that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you may not access or use the Site or Services. The terms applicable to Clients, and to all Users (including Clients), are detailed separately under the headings below.

CLIENTS

AdAdapted provides integrated ad and ad-tracking services to Clients, who may be Publishers or Advertisers. The AdAdapted platform gives independent app publishers easy-to-use technology for serving customized native ads and a straightforward digital marketplace that connects their apps with advertisers. At the same time AdAdapted provides a simple and efficient interface for those advertisers to find the right audience, and to streamline their efforts across multiple mid-tier apps. By solving the pain points of both the publishers and advertisers, AdAdapted also enhances the user experience by replacing disruptive banner ads.

Work Orders. Subject to the terms of a separate statement of work (“SOW”), the Client shall be solely responsible for all aspects of the development of its original creative content and documentation related to targeting parameters (the “Deliverables”) for use with the Services.

AdAdapted makes no representation or guarantee of the number of clicks, shares, views or other engagements related to Deliverables used within the Services. Clients acknowledge and agree that estimates of “Impressions” (defined as an ad that is fetched from its source and viewable by an end user) delivered through the Services, may not be accurate due to third-party fraud, technological issues or other potentially invalid activity that may affect the Impressions count, and Clients shall not hold AdAdapted responsible for such inaccuracies.

In the event the Services do not deliver the number of Impressions estimated in the SOW, Clients’ remedies shall be limited to (i) an extension of the promotion period; (ii) an increase in the bid and/or budget at Clients’ expense; (iii) substitution of the Deliverables for the remainder of the promotion period, upon approval of AdAdapted; and/or (iv) an adjustment to the targeting parameters. In no event shall AdAdapted be responsible for failure to meet the Impressions estimate.

Client acknowledges and agrees that it is solely responsible for protecting the privacy of its end users, advertising partners or other third-party beneficiaries of the Services. Additionally, Client acknowledges and agrees that it is responsible for damages related to errors, omissions and inaccuracies in the Deliverables that appear in the Services.

Payments. By creating an account, Clients authorize AdAdapted to check the Client’s credit report. Client agrees to provide any further financial information and documentation that AdAdapted may require with respect to that inquiry. AdAdapted’s continued extension of any credit to a Client is expressly conditioned on the Client’s timely provision of all such requested information to AdAdapted. Clients will pay fees to AdAdapted based on impressions, and AdAdapted will provide reports of impressions, as further detailed in the SOW. Invoices are due and payable within 30 days from receipt. AdAdapted may suspend or terminate a Client’s use of the Site or Service if the Client fails to pay within 90 days from receipt. It may also charge the Client for all costs of collection, including but not limited to attorney’s fees.

No Joint Venture. You agree that no joint venture, partnership, employment, or agency relationship exists between you and AdAdapted as a result of this agreement or use of this Site and/or the Services. AdAdapted’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of AdAdapted’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of this Site and/or the Services or information provided to or gathered by AdAdapted with respect to such use.

Confidential Information. Client and AdAdapted each agree that with respect to any Confidential Information (as defined below) that is disclosed by one party to the other in connection with these Terms, the party receiving such Confidential Information shall not disclose such Confidential Information to any third party, or use it for any purpose, except in connection with its rights and obligations under these Terms. “Confidential Information” means all information concerning a party or any of its subsidiaries or affiliates that is not generally known to the public, which information is marked confidential or proprietary, or which should be treated as confidential or proprietary under the circumstances.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is, as of the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party; (ii) was lawfully in the possession of the receiving party as of the time of disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is subsequently obtained from a third party not subject to an obligation of confidentiality with respect to the information disclosed.

Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee or agent, who has a need to know same, and who is bound by confidentiality obligations at least as restrictive as these contained herein. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than as expressly set forth under these Terms. Notwithstanding the foregoing, either party may disclose Confidential Information strictly necessary to comply with the demands of any court order, law or governmental agency.

No Assignment. These Terms, the SOW, and a Client’s use of the Services may not be assigned by either one of the parties by operation of law or otherwise, without the prior written consent of the other party, which consent will not be unreasonably withheld. Such consent is not required in connection with the assignment pursuant to a merger, acquisition or sale of all or substantially all of the assigning party’s assets.

Force Majeure. Notwithstanding any provision contained in these Terms or the incorporated documents, neither party will be liable to the other to the extent fulfillment or performance of any terms or provisions of the Terms or SOW is delayed or prevented by revolution or other civil disorders; wars; strikes; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; government action; or, without limiting the foregoing, any other causes not within its control and which, by the exercise of reasonable diligence, it is unable to prevent. This clause will not apply to the payment of any sums due under these Terms or SOW by either party to the other.

Compliance with Laws. Each party will be responsible for compliance with all applicable laws and government regulations in the process of marketing, delivering and/or using the Services.

Press Releases. AdAdapted may use Client’s name and logo in AdAdapted’s marketing program including use on AdAdapted’s Site, marketing literature, and in press releases.

ALL USERS

Account Security

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Site or Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Reliance on Information Posted

The information presented on or through the site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the site, or by anyone who may be informed of any of its contents.

Privacy

Use of this Site is subject to AdAdapted’s Privacy Policy. Please review our Privacy Policy, which also governs this Site and informs users of our data collection practices.

Prohibited Uses

You agree that you will not:

  • Use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of them;
  • Attempt to gain unauthorized access to any Site account, computer systems or networks associated with us or the Site;
  • Obtain or attempt to obtain any materials or information through the Site by any means not intentionally made available or provided by AdAdapted;
  • Use any robot, spider, or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
  • Impersonate or attempt to impersonate AdAdapted, an AdAdapted employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

Electronic Communications

“Electronic Communications” include, but are not limited to, information viewed, transmitted or received via this Site and/or email. You consent to receive Electronic Communications and you agree that all agreements, notices, disclosures and other legally binding documents that we provide to you electronically, via Electronic Communications, satisfy any legal requirement that such legally binding documents be in writing.

Links to Third Party Sites/Third Party Services

This Site and/or the Services may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of AdAdapted and AdAdapted is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. AdAdapted is providing these links to you only as a convenience, and the inclusion of any link does not imply AdAdapted’s endorsement of the Linked Site or its operators.

Certain services made available via this Site and/or the Services are delivered by third party sites and organizations. By using any product, service or functionality originating from this Site, and/or the Services you hereby acknowledge and consent that AdAdapted may share such information and data with any third party with whom AdAdapted has a contractual relationship to provide the corresponding product, service or functionality on behalf of AdAdapted, its Clients and/or Visitors.

Intellectual Property Ownership, Licenses, and Authorized Use

The Site and/or Services contain material that is protected by United States copyright, trade secret law, and other intellectual property law, and by international treaty provisions (the “Protected Materials”). All rights not expressly granted to the Client and/or Visitor under these Terms are reserved by AdAdapted. All copyrights, patents, trade secrets, trademarks, service marks, tradenames, moral rights, and other intellectual property and proprietary rights in Protected Materials on this Site and/or in the Services will remain the sole and exclusive property of AdAdapted or its licensors, as applicable. The Client and/or Visitor agrees and acknowledges that (i) AdAdapted is the exclusive owner of all right, title, and interest in and to all Protected Materials provided on this Site and/or in the Services in connection with these Terms; and (ii) this is not a work-made-for-hire agreement under Section 101 of Title 17 of the United States Code.

You are granted a non-exclusive, non-transferable, revocable license to access and use this Site and/or the Services strictly in accordance with these Terms. As a condition of using this Site and/or the Services, you warrant to AdAdapted that you will not use this Site and/or the Services for any purpose that is unlawful or prohibited by these Terms. You may not use this Site and/or the Services in any manner which could damage, disable, overburden, or impair this Site and/or the Services or interfere with any other party’s use and enjoyment of this Site and/or the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this Site and/or the Services. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any Protected Materials, in whole or in part, found on this Site and/or in the Services. AdAdapted’s Protected Materials are not for resale. Your use of this Site and/or the Services does not entitle you to make unauthorized use of any Protected Materials, and in particular you will not delete or alter any proprietary rights or attribution notices in any Protected Materials. You will use Protected Materials solely for your personal use, or for business purposes according to the SOW, and will make no other use of the Protected Materials without the express written permission of AdAdapted and/or third party rights holders.

International Users

The Site and Services are controlled, operated and administered by AdAdapted from our offices within the USA. If you access the Site and/or Services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use this Site and/or the Services in any country where such use is prohibited or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless AdAdapted, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use this Site and/or the Services, any user postings made by you, your violation of any of these Terms, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. AdAdapted reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with AdAdapted in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration, applying Michigan law, pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL FOR ANY ACTION RELATED TO YOUR USE OF THIS SITE OR SERVICE. YOUR SOLE REMEDY IS BINDING ARBITRATION. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms or any disputes arising as a result of these Terms, whether directly or indirectly, including tort claims that are a result of these Terms. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms.

CLASS ACTION WAIVER

Any arbitration under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and AdAdapted agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE AND/OR THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. ADADAPTED, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THIS SITE AND/OR THE SERVICES AT ANY TIME.

ADADAPTED, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THIS SITE AND/OR THE SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. ADADAPTED, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADADAPTED, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THIS SITE AND/OR THE SERVICES, WITH THE DELAY OR INABILITY TO USE THIS SITE AND/OR THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THIS SITE AND/OR THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE AND/OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ADADAPTED, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE AND/OR THE SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY BEYOND THE REMEDIES UNDER THE WORK ORDER SECTION OF THESE TERMS IS TO DISCONTINUE USING THIS SITE AND/OR THE SERVICES. BY ACCESSING THE SITE SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Governing Laws and Jurisdiction

AdAdapted reserves the right, in its sole discretion, to terminate your access to this Site and/or the Services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Michigan and you hereby consent to the exclusive jurisdiction and venue of courts in Michigan in all disputes arising out of or relating to the use of this Site and/or the Services. Use of this Site and/or the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and AdAdapted with respect to this Site and/or the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and AdAdapted with respect to this Site and/or the Services. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Content Standards

These content standards apply to any and all user contributions to the Site, including information submitted to AdAdapted as part of a Client account, and to all Client apps that incorporate or use AdAdapted’s Services. Such contributions and apps must in their entirety comply with all applicable federal, state, local, and international laws and regulations. They also must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Advertise sexual services or seek employees for jobs of a sexual nature, or promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Provide any incomplete, false, or inaccurate information.

Waiver and Severability

AdAdapted’s waiver of any term or condition set forth in these Terms of Use shall not be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of AdAdapted to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement

The Terms of Use, our Privacy Policy, and, when applicable, a SOW constitute the sole and entire agreement between you and AdAdapted with respect to the Site and Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Site or Services.

Changes to Terms

AdAdapted reserves the right, in its sole discretion, to change the Terms. The most current version of the Terms will supersede all previous versions. AdAdapted encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

AdAdapted welcomes your questions or comments.

AdAdapted, Inc.

206 East Huron Street, Suite #101

Ann Arbor, MI 48104

Email Address: info@adadapted.com

Telephone number: +1 (313)-744-3383

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