ADLEAKS PRODUCT SUBSCRIPTION AGREEMENT - 2021
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING THE ADLEAKS SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, AND IN SUCH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE ADLEAKS SERVICES.
The terms of this Product Subscription Agreement and the ADLEAKS Limited License, Terms of Use and Privacy Policy constitute the entire agreement (collectively the "Agreement") between ADLEAKS and you ("Subscriber", You”, or “Your”) with respect to your paid subscription to the ADLEAKS services (collectively the “Service”) which include, but are not limited to, the following:
Access to the ADLEAKS forums;
Access to the ADLEAKS job boards;
Access to ADLEAKS business directory with ratings and reviews;
Access to business buy-sell listings;
Access to ADLEAKS user local meet ups;
Access to ADLEAKS Subscriber-only discounts.
ADLEAKS may change the terms of the Agreement including, without limitation, the fees for the Service or for any information products on the Service at any time upon notice published over the Service. You may review the Agreement applicable to your then current use by clicking the "Subscription Agreement" button on the home page. You should click "Subscription Agreement" each time you access the ADLEAKS website to review a copy of the then current Agreement. By using the Service after any change to the Agreement is posted you will be deemed to be bound by all of such changes. ADLEAKS may discontinue or revise any and all aspects of the Service or any of the information products on the Service at its sole discretion and without prior notice. In no event will ADLEAKS be responsible for refunding any prepaid fees. In no event shall ADLEAKS be liable for any damages caused by the inability of the Subscriber to access the Service as a result of network or server downtime, transmission problems or otherwise. ADLEAKS does not guarantee the uptime of the Services.
- ADLEAKS SUBSCRIPTION REFUND & CANCELLATION POLICY.
Renewals: If you chose to pay monthly, your subscription will continue until you tell us that you no longer wish to receive it, in which case you will stop paying the monthly fees. We will notify you at least 14 days in advance of any changes to the price in your subscription that will apply upon the next monthly renewal. Please see the “How to cancel” section below for details of how to cancel your monthly subscription. If you chose to pay annually, at least 14 days before each renewal you will be sent a reminder notice stating the rate that will apply for the renewal period. Unless you notify us before the end of your annual subscription period that you no longer wish to receive it, your annual subscription will renew for another year. We will charge the subscription using the same card or other payment method that you previously used.
How to cancel: You may notify us of your wish to cancel your subscription by contacting our Customer Service team at help@adleaks.com or by mail at 18101 Von Karman, Suite 960 Irvine, CA 92612.
- COPYRIGHT.
All information available through the Service is protected by copyright or other intellectual property laws. You may display and print information obtained through the Service solely for your own personal, non-commercial use. You may not reproduce, retransmit, distribute, store in a retrieval device, disseminate, sell, publish, broadcast or circulate the information obtained through the Service to anyone, without the express written consent of ADLEAKS. You agree not to use any information obtained through the Service for any unlawful or unauthorized purpose.
- INTELLECTUAL PROPERTY.
You agree that the Service and the ADLEAKS content are and will remain the property of ADLEAKS, and that the Subscriber does not have any license or right to use any trade or service mark displayed in the ADLEAKS content without the express written permission of ADLEAKS. ADLEAKS intellectual property rights in and to the licensed products and the ADLEAKS content are protected by United States and international copyright and trademark laws, and You agree that your employees are not authorized to reproduce, copy, republish, upload to a third party or distribute the ADLEAKS content, except in accordance with this Agreement.
- THIRD-PARTY PROVIDERS.
All third-party information available through the Service is protected by copyright or other intellectual property laws. Third-party providers of news on the Service are not responsible for any delay in your receipt of the licensed information resulting from the inherent limitations of internet transmissions. Due to the number of sources from which the licensed information is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in the licensed information. The licensed information is provided "as is", without any warranties. Third-party news providers and their affiliates, agents and licensors cannot and do not warrant the accuracy, completeness, timeliness, non-infringement, title, merchantability or fitness for a particular purpose of the licensed information, and they hereby disclaim any such express or implied warranties. Neither the third-party providers nor any of their affiliates, agents or licensors shall be liable to you or anyone else for any loss or injury, other than death or personal injury resulting directly from use of the licensed information, caused in whole or part by its negligence of contingencies beyond its control in procuring, compiling, interpreting, reporting or delivering the licensed information. In no event will third-party providers, their affiliates, agents or licensors be liable to you or anyone else for any decision made or action taken by you in reliance on such licensed information. The third-party providers and their affiliates, agents and licensors shall not be liable to you or anyone else for any damages (including, without limitation, consequential, special, incidental, indirect or similar damages), other than direct damages, even if advised of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or limitation of liability for damages or the exclusion of certain types of warranties, parts or all of the above limitation my not apply to you.
- NETWORK SECURITY.
Violations of this Agreement include, but are not limited to, any attempt to avoid user authentication or security of any host, network or account. This includes accessing content that is not intended for visitors and logging into an account you are not expressly permitted to access. Attempting to force a denial of service by email bombing, packet spoofing or ping flooding, among other measures, is strictly prohibited. You are forbidden to perform any kind of network monitoring, including probing the security of networks or attempting to intercept data not intended for you.
- RESTRICTIONS.
You must ensure that only authorized users access and use the Service in accordance with this Agreement, and that such access and use is only for the purpose of enabling You to carry on your business in the normal course. The ADLEAKS content may not be reproduced, copied or resold in any format. You agree to take all necessary precautions to assure that no unauthorized persons have access to the Service and that all authorized persons having access refrain from unauthorized disclosure, duplication or reproduction.
- WARRANTY.
Because of the possibility of human or mechanical error by ADLEAKS or its licensors, neither ADLEAKS nor any of its licensors guarantee the accuracy, adequacy, completeness, or non-infringement of the Service or any information on the Service and are not responsible for any errors or omissions, for the results obtained from the use of the Service or such information, or for delays or interruptions in the service. There are no express or implied warranties including, without limitation, warranties of merchantability or fitness for a particular purpose or use with respect to the service or any information available through the Service. In no event will ADLEAKS or any of its licensors be liable for damages, direct, indirect, special or consequential (including lost profits) in connection with the use of the service, even if notified of the possibility of such damages. The sole remedy of subscribers to the Service in the event of a breach of this agreement by ADLEAKS shall be to terminate this Agreement and obtain a refund of a pro-rata portion of any prepaid subscription fees based on the date of termination. The provisions of this section will survive any termination of this Agreement.
8. FEES AND PAYMENT FOR PURCHASED SERVICES.
You shall pay all fees for Services as specified in the billing section of the ADLEAKS website. Except as otherwise provided herein payment obligations are non-cancelable and fees paid are non-refundable. Subscriptions cannot be decreased during the relevant subscription term. You will provide Us with valid and updated credit card information. If You provide credit card information to Us, You authorize Us to charge such credit card for all purchased Services. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. If any charges are not received from You by the due date, then at Our discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
If any amount owing by You under this or any other agreement for Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our Services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue before suspending services to You.
9. TAXES. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
10. PROPRIETARY RIGHTS.
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, (v) remove any proprietary notices within the Services; or (vi) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.
We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
11. CONFIDENTIALITY.
As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
12. WARRANTIES AND DISCLAIMERS.
We warrant that We have validly entered into this Agreement and have the legal power to do so. You warrant that You have validly entered into this Agreement and have the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
13. INDEMNIFICATION.
You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.
This Section 13 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.
14. LIMITATION OF LIABILITY.
NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 8 (FEES AND PAYMENT FOR PURCHASED SERVICES).
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15. TERM AND TERMINATION.
This Agreement commences on the date You accept it and continues until all User subscriptions for Purchased Services granted in accordance with this Agreement have expired or been terminated. All subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal before the end of the relevant subscription term. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, if we suspect You may be using the Services in a manner that We determine, in our discretion, to be excessive or otherwise abusive, We may, upon prior written notice to You, suspend or terminate Your use of the Services.
Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of our subscription term after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Return of Your Data. For 30 days after the effective date of termination of a Purchased Services subscription, and upon Your request, We will make available to You for download via our API a file of Your Data along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data.
16. GENERAL. This Agreement is personal to You and You may not assign any of your rights or obligations under this Agreement to anyone. The Agreement constitutes the entire agreement between you and ADLEAKS with respect to the Service and may be amended by notice by ADLEAKS given on the Service as herein provided. ADLEAKS is a division of ADLEAKS, Inc. Notice may be given by ADLEAKS through the Service including, without limitation, via e-mail or posting for access under "Subscription Agreement" on the home page or by mail to the last address given by the Subscriber to ADLEAKS. Notice by a Subscriber shall be given to ADLEAKS Customer Service by e-mail to help@AdLeaks.com, or by mail to ADLEAKS at 18101 Von Karman, Suite 960 Irvine, CA 92612. Notices shall be deemed given when posted on the Service or on the recipient's e-mail or when received if sent by mail.
17. DISPUTE RESOLUTION.
Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer service at help@adleaks.com. If, however, there is an issue that needs to be resolved, you agree that the following provisions will apply:
Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and ADLEAKS or its successors or assigns shall exclusively be settled through binding and confidential arbitration.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and ADLEAKS must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR ADLEAKS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, ADLEAKS will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) ADLEAKS also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.
Notwithstanding the foregoing, either you or ADLEAKS may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Orange County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located Orange County, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Orange County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of subparts (1) and (2) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (1) or (2) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor ADLEAKS shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in Orange County, California.
For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.