TERMS AND CONDITIONS
Last updated December 04, 2023
AGREEMENT TO OUR LEGAL TERMS
We are Adsoft Solutions LLC ( '
Company
', '
we
', '
us
', or '
our
' ), a company registered in New York, United States at 418 Broadway Ste R, Albany, NY 12207.
We operate the website
adsoft.com
(the '
Site
' ) , as well as any other related products and services that refer or link to these legal terms (the '
Legal Terms
' ) (collectively, the '
Services
' ).
Adsoft is a management tool for Advertising Agencies and similar project based companies.
You can contact us by phone at +1 212 244 1567 , email at
, or by mail to 418 Broadway
Ste R, Albany, NY 12207 United States.
These Legal Terms constitute a legally binding agreementmade between you, whether personally or on
behalf of an entity ( '
you
'), and Adsoft Solutions LLC, concerning your access to and use of the Services. You agree that by
accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms.
IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE
SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We will provide you with prior notice of any scheduled changes to the Services you are using. The
modified Legal Terms will become effective upon posting or notifying you by, as stated in the email
message. By continuing to use the Services after the effective date of any changes, you agree to be
bound by the modified terms.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not
permitted to use or register for the Services.
TABLE OF CONTENTS
1. OUR SERVICES
The information provided when using the Services is not intended for distribution to or use by any
person or entity in any jurisdiction or country where such distribution or use would be contrary to law
or regulation or which would subject us to any registration requirement within such jurisdiction or
country. Accordingly, those persons who choose to access the Services from other locations do so on
their own initiative and are solely responsible for compliance with local laws, if and to the extent
local laws are applicable.
The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability
and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your
interactions would be subjected to such laws, you may not use the Services. You may not use the Services
in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all
source code, databases, functionality, software, website designs, audio, video, text, photographs, and
graphics in the Services (collectively, the 'Content'), as well as the trademarks, service marks, and
logos contained therein (the 'Marks').
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual
property rights and unfair competition laws) and treaties in the United States and around the world.
The Content and Marks are provided in or through the Services 'AS IS' for your internal business purpose
only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the '
PROHIBITED ACTIVITIES
' section below, we grant you a non-exclusive, non-transferable, revocable licence to:
- access the Services; and
- download or print a copy of any portion of the Content to which you have properly gained access.
solely for your internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no
Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly
displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any
commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or
elsewhere in our Legal Terms, please address your request to:
. If we ever grant you
the permission to post, reproduce, or publicly display any part of our Services or Content, you must
identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright
or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms
and your right to use our Services will terminate immediately.
Your submissions and contributions
Please review this section and the '
PROHIBITED ACTIVITIES
' section carefully prior to using our Services to understand the (a) rights you give us and (b)
obligations you have when you post or upload any content through the Services.
Submissions:
By directly sending us any question, comment, suggestion, idea, feedback, or other information about the
Services ( 'Submissions' ), you agree to assign to us all intellectual property rights in such
Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and
dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to
you.
Contributions:
The Services may invite you to chat, contribute to, or participate in blogs, message boards, online
forums, and other functionality during which you may create, submit, post, display, transmit, publish,
distribute, or broadcast content and materials to us or through the Services, including but not limited
to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions,
personal information, or other material ( 'Contributions' ). Any Submission that is publicly posted
shall also be treated as a Contribution.
You understand that Contributions may be viewable by other users of the Services.
When you post Contributions, you grant us a licence (including use of your name, trademarks, and
logos):
By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to: use, copy,
reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly
display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including,
without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise,
to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicence
the licences granted in this section. Our use and distribution may occur in any media formats and
through any media channels.
This licence includes our use of your name, company name, and franchise name, as applicable, and any of
the trademarks, service marks, trade names, logos, and personal and commercial images you provide.
You are responsible for what you post or upload:
By sending us Submissions and/or posting Contributions through any part of the Services or making
Contributions accessible through the Services by linking your account through the Services to any of
your social networking accounts, you:
- confirm that you have read and agree with our ' PROHIBITED ACTIVITIES ' and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
- to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
- warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licences to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions ; and
- warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
You are solely responsible for your Submissions and/or Contributions and you expressly agree to
reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b)
any third party's intellectual property rights, or (c) applicable law.
We may remove or edit your Content:
Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit
any Contributions at any time without notice if in our reasonable opinion we consider such Contributions
harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also
suspend or disable your account and report you to the authorities.
Copyright infringement
We respect the intellectual property rights of others. If you believe that any material available on or
through the Services infringes upon any copyright you own or control, please immediately refer to the '
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
' section below.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that:
(
1
) all registration information you submit will be
true, accurate, current, and complete; (
2
) you will maintain the accuracy of such information
and promptly update such registration information as necessary;
(
3
) you have the legal capacity and you agree to comply
with these Legal Terms;
(
4
) you are not a minor in the jurisdiction in which
you reside; (
5
) you will not access the Services through automated
or non-human means, whether through a bot, script or otherwise; (
6
) you will not use the Services for any illegal or
unauthorised purpose; and (
7
) your use of the Services will not violate any
applicable law or regulation.
If you provide any
information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend
or terminate your account and refuse any and all current or future use of the Services (or any
portion thereof).
4. USER REGISTRATION
You may be required
to register to use the Services. You agree to keep your password confidential and will be
responsible for all use of your account and password. We reserve the right to remove, reclaim,
or change a username you select if we determine, in our sole discretion, that such username is
inappropriate, obscene, or otherwise objectionable.
We accept the following forms of payment:
- 30 days net invoice
You agree to provide current, complete, and accurate purchase and account information for all purchases
made via the Services. You further agree to promptly update account and payment information, including
email address, payment method, and payment card expiration date, so that we can complete your
transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed
required by us. We may change prices at any time. All payments shall be in USD or EUR or GBP (depending
on your company location).
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping
fees, and you authorise us to charge your chosen payment provider for any such amounts upon placing your
order. If your order is subject to recurring charges, then you consent to our charging your payment
method on a recurring basis without requiring your prior approval for each recurring charge, until such
time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in
pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion,
limit or cancel quantities purchased per person, per household, or per order. These restrictions may
include orders placed by or under the same customer account, the same payment method, and/or orders that
use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our
sole judgement, appear to be placed by dealers, resellers, or distributors.
6. CANCELLATION
All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the
contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our Services, please email us at
or call us at +1 212 244 1567.
7. PROHIBITED ACTIVITIES
You may not access or use the
Services for any purpose other than that for which we make the Services available. The Services may not
be used in connection with any commercial endeavours except those that are specifically endorsed or
approved by us.
As a user of the
Services, you agree not to:
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use any information obtained from the Services in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorised framing of or linking to the Services.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ( 'gifs' ), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'pcms' ).
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorised script or other software.
- Use a buying agent or purchasing agent to make purchases on the Services.
- Make any unauthorised use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
- Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.
- Sell or otherwise transfer your profile.
8. USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or participate in blogs, message boards, online
forums, and other functionality, and may provide you with the opportunity to create, submit, post,
display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the
Services, including but not limited to text, writings, video, audio, photographs, graphics,
comments, suggestions, or personal information or other material (collectively, 'Contributions' ).
Contributions may be viewable by other users of the Services and through third-party websites. As
such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When
you create or make available any Contributions, you thereby represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authoriseus, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of
the Services in violation of the foregoing violates these Legal Terms and may result in,
among other things, termination or suspension of your rights to use the Services.
9. CONTRIBUTION LICENCE
By posting your
Contributions to any part of the Services, you automatically grant, and you represent and warrant
that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to host, use,
copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache,
publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part),
and distribute such Contributions (including, without limitation, your image and voice) for any
purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate
into other works, such Contributions, and grant and authorise sublicences of the foregoing. The use
and distribution may occur in any media formats and through any media channels.
This licence will apply
to any form, media, or technology now known or hereafter developed, and includes our use of your
name, company name, and franchise name, as applicable, and any of the trademarks, service marks,
trade names, logos, and personal and commercial images you provide. You waive all moral rights in
your Contributions, and you warrant that moral rights have not otherwise been asserted in your
Contributions.
We do not assert any
ownership over your Contributions. You retain full ownership of all of your Contributions and any
intellectual property rights or other proprietary rights associated with your Contributions. We are
not liable for any statements or representations in your Contributions provided by you in any area
on the Services. You are solely responsible for your Contributions to the Services and you expressly
agree to exonerate us from any and all responsibility and to refrain from any legal action against
us regarding your Contributions.
We have the right, in our
sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to
re-categorise any Contributions to place them in more appropriate locations on the Services; and (3)
to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no
obligation to monitor your Contributions.
10. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal
Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or
these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in
our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or
disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in
our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise
disable all files and content that are excessive in size or are in any way burdensome to our systems; and
(5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate
the proper functioning of the Services.
11. PRIVACY NOTICE
We care about data privacy and
security. Please review our Privacy Notice:
https://www.adsoft.com/privacy.html
. By using the Services, you agree to be bound by our Privacy Notice, which is incorporated into these Legal
Terms.
12. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
Notifications
We respect the intellectual
property rights of others. If you believe that any material available on or through the Services infringes
upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the
contact information provided below (a 'Notification' ). A copy of your Notification will be sent to the
person who posted or stored the material addressed in the Notification. Please be advised that pursuant to
federal law you may be held liable for damages if you make material misrepresentations in a Notification.
Thus, if you are not sure that material located on or linked to by the Services infringes your copyright,
you should consider first contacting an attorney.
All Notifications should meet the
requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or
electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is
allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if
multiple copyrighted works on the Services are covered by the Notification, a representative list of such
works on the Services; (3) identification of the material that is claimed to be infringing or to be the
subject of infringing activity and that is to be removed or access to which is to be disabled, and
information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient
to permit us to contact the complaining party, such as an address, telephone number, and, if available, an
email address at which the complaining party may be contacted; (5) a statement that the complaining party
has a good faith belief that use of the material in the manner complained of is not authorised by the
copyright owner, its agent, or the law; and (6) a statement that the information in the notification is
accurate, and under penalty of perjury, that the complaining party is authorised to act on behalf of the
owner of an exclusive right that is allegedly infringed upon.
Counter Notification
If you believe your own
copyrighted material has been removed from the Services as a result of a mistake or misidentification, you
may submit a written counter notification to [us/our Designated Copyright Agent] using the contact
information provided below (a 'Counter Notification'). To be an effective Counter Notification under the
DMCA, your Counter Notification must include substantially the following: (1) identification of the material
that has been removed or disabled and the location at which the material appeared before it was removed or
disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your
address is located, or if your address is outside the United States, for any judicial district in which we
are located; (3) a statement that you will accept service of process from the party that filed the
Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under
penalty of perjury that you have a good faith belief that the material in question was removed or disabled
as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your
physical or electronic signature.
If you send us a valid, written
Counter Notification meeting the requirements described above, we will restore your removed or disabled
material, unless we first receive notice from the party filing the Notification informing us that such party
has filed a court action to restrain you from engaging in infringing activity related to the material in
question. Please note that if you materially misrepresent that the disabled or removed content was removed
by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing
a false Counter Notification constitutes perjury.
Designated Copyright Agent
Adsoft Solutions LLC
Huw Richards
Attn: Copyright Agent
418 Broadway Ste R
Albany, NY 12207
United States
13. TERM AND TERMINATION
These Legal Terms shall remain in
full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS,
WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF
THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON,
INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE
LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE
SERVICES OR DELETE YOUR ACCOUNT ANDÂ ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING,
IN OUR SOLE DISCRETION.
If we terminate or suspend your
account for any reason, you are prohibited from registering and creating a new account under your name, a
fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third
party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal
action, including without limitation pursuing civil, criminal, and injunctive redress.
14. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change,
modify, or remove the contents of the Services at any time or for any reason at our sole discretion without
notice. However, we have no obligation to update any information on our Services. We will not be liable to
you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services
will be available at all times. We may experience hardware, software, or other problems or need to perform
maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to
change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason
without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience
caused by your inability to access or use the Services during any downtime or discontinuance of the
Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services
or to supply any corrections, updates, or releases in connection therewith.
15. GOVERNING LAW
These Legal Terms and your use of
the Services are governed by and construed in accordance with the laws of the State of New York applicable
to agreements made and to be entirely performed within the State of New York without regard to its conflict
of law principles.
16. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and
control the cost of any dispute, controversy, or claim related to these Legal Terms (each a 'Dispute' and
collectively, the 'Disputes' ) brought by either you or us (individually, a 'Party' and collectively, the
'Parties' ), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly
provided below) informally for at least days before initiating arbitration. Such informal negotiations
commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to
resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded
below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS
PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (
'AAA' ) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ( 'AAA
Consumer Rules' ), both of which are available at the
American Arbitration Association (AAA) website
. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer
Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the
arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted
in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must
follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where
otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Albany
County, New York. Except as otherwise provided herein, the Parties may litigate in court to compel
arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgement on the
award entered by the arbitrator.
If for any reason, a Dispute
proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and
federal courts located in Albany County, New York, and the Parties hereby consent to, and waive all defences
of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such
state and federal courts. Application of the United Nations Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal
Terms.
In no event shall any Dispute brought by either Party related in any way to the Services be commenced more
than one (1) years after the cause of action arose. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this
provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To
the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is
no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action
procedures; and (c) there is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal
negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity
of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from,
allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive
relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to
arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and
such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction
above, and the Parties agree to submit to the personal jurisdiction of that court.
17. CORRECTIONS
There may be information on the
Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing,
availability, and various other information. We reserve the right to correct any errors, inaccuracies, or
omissions and to change or update the information on the Services at any time, without prior notice.
18. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL
BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES
OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY
WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR
ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE,
OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS
TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED
THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES,
TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR
(6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A
RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO
NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED
BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION
FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR
MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST
JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
19. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST
PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO HE AMOUNT PAID, IF
ANY, BY YOU TO US DURING THE six (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE
LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
20. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our
respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim,
or demand, including reasonable attorneysâ fees and expenses, made by any third party due to or arising out
of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your
representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third
party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any
other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we
reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you
are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims.
We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to
this indemnification upon becoming aware of it.
21. USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance
of the Services, as well as data relating to your use of the Services. Although we perform regular routine
backups of data, you are solely responsible for all data that you transmit or that relates to any activity
you have undertaken using the Services. You agree that we shall have no liability to you for any loss or
corruption of any such data, and you hereby waive any right of action against us arising from any such loss
or corruption of such data.
22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications.
You consent to receive electronic communications, and you agree that all agreements, notices, disclosures,
and other communications we provide to you electronically, via email and on the Services, satisfy any legal
requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,
CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF
TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements
under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an
original signature or delivery or retention of non-electronic records, or to payments or the granting of
credits by any means other than electronic means.
23. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of
the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North
Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
24. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the
Services constitute the entire agreement and understanding between you and us. Our failure to exercise or
enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or
provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of
our rights and obligations to others at any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part
of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or
part of the provision is deemed severable from these Legal Terms and does not affect the validity and
enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency
relationship created between you and us as a result of these Legal Terms or use of the Services. You agree
that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive
any and all defences you may have based on the electronic form of these Legal Terms and the lack of signing
by the parties hereto to execute these Legal Terms.
25. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of
the Services, please contact us at:
Adsoft Solutions LLC
418 Broadway Ste R
Albany, NY 12207
United States
Phone: +1 212 244 1567