Last Modified: September 2013
This Site and Services are provided by AdReady, a Division of CPXi and its subsidiaries and affiliates
(“AdReady,” “We”, “Us” or “Our”). AdReady requires You and the entity
or company that You represent (“You”, “Your” or “Company”) as the subscribing
users of either a) the website located at www.adready.com or b) any of the services made available at the website
located at www.adready.com (either one being the “Program & Services”
or “Services”, “Site” or “Sites”) agree and adhere to the following terms,
1DESCRIPTION OF SERVICES
1.1The Service is a fee based online solution that designed to make advertising online easier. This
Agreement confirms that You have engaged AdReady to provide advertising services. As part of this package, AdReady
will provide access via the Site to the following:
188.8.131.52Personalized ad library
184.108.40.206Public ad library
220.127.116.11Campaign dashboards and summaries
18.104.22.168Various reports to help You manage Your campaigns
1.2The Services also allow You to create customized ads.
1.2.1You can select any customizable ad available through the Site (an “Original Ad”), and
then provide Client Content (defined in Section 7 below) through the Site to allow AdReady to produce a customized
version of that Original Ad (as customized, a “Customized Ad”).
1.2.2You are not authorized to produce customized versions of Original Ads in any other way, to perform
or display any Customized Ad (or to authorize anyone other than AdReady and its sublicensees to do so), or to use any
Original Ad or Customized Ad or the content thereof (other than as set forth in Section 1.2.4 below) in any other
manner whatsoever unless pre-approved in writing by AdReady.
1.2.3You do not have the right to possess copies of any Original Ad or Customized Ad.
1.2.4This Agreement does not restrict Your use of Client Content separately from Original Ads and
2AUTHORITY AND CAPACITY
2.1By accessing or otherwise using the Site or Services, You represent, warrant and covenant that
2.1.1You agree, acknowledge and accept of all obligations, disclaimers and other terms and conditions of
2.1.2You shall comply with all applicable laws, rules, and regulations governing Your use of this Site
and the Services,
2.1.3You shall comply with and be responsible for all Your online management of any advertising
campaigns, and any insertion orders or service agreements (“IO” or “IOs”) and that any IOs
shall control unless the IO expressly states that it shall control in the event of a conflict,
2.1.4You represent and warrant that You have full corporate power and authority to enter into this Terms
of Use on behalf of the entity or company that You represent,
2.1.5You are at least eighteen (18) years old and have the power, authority and capacity to enter into
this agreement, and You are a U.S. citizen, or are physically present in the United States as You use the Site and/or
2.2By using the Site or Services, You signify You meet all of the foregoing criteria, and any action
taken by You on the Site or with respect to the Services shall be deemed an action taken by You and the entity or
company that You represent.
2.3To be eligible and authorized to use the Site or Services You acknowledge You are governed by the
3LAWS AND REGULATIONS
3.1Your access to and use of the Services and the Site is subject to all applicable international,
federal, state, and local laws and regulations. We do not make any representation that the information or content
available at or through the Services or the Site (collectively, “Site Content”), is appropriate, accurate,
or available for use in any particular location. Access to Site Content from territories where the Site Content may be
illegal is prohibited. Those who choose to access and/or use the Site and the Services do so at their own risk and are
responsible for compliance with all applicable laws and regulations.
documents in Section 2) are being made by sending an email message to that effect to the email address that You
before the date of such changes.
or with respect to any other modified document will be updated to reflect the date as of which the last of any such
revisions, modifications and supplementation occurred. Any changes shall be effective thirty (30) days after notice is
sent to You pursuant to Section 4.1. Your continued use of the Site and/or the Services thereafter shall be deemed to
constitute Your affirmative acknowledgment of and agreement to abide and be bound by the modified terms, conditions
and obligations therein.
modifications thereto or become dissatisfied with the Site or Service in any way, Your sole recourse is to immediately
discontinue Your use of the Service and the Site.
5.1Procedures:Any and all disputes, claims or controversies arising out of or related to this Terms of
Use, including any claims under any statute or regulation (“Disputes”), shall be submitted first to
non-binding mediation. If the Disputes are not resolved through mediation, the Disputes then shall be submitted for
binding arbitration. Unless the parties agree in writing otherwise, any mediation and/or arbitration shall take place
in the State of Washington, King County, and shall be administered by, and pursuant to the rules of, the American
Arbitration Association (“AAA”).
5.2Restrictions on Arbitration:Disputes shall be arbitrated on an individual basis. There shall be no
right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity
on behalf of the general public or other persons or entities similarly situated. The arbitrator's authority to resolve
either party to this Agreement against the other may not be joined or consolidated in arbitration with Disputes
brought by or against any third party, unless agreed to in writing by all parties. No arbitration award or decision on
any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to
5.3Enforcement:The provisions of Section 5 may be enforced in a court of competent jurisdiction and the
party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees)
incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered.
Notwithstanding the foregoing, neither party shall be prohibited from seeking injunctive or other equitable relief in
any court of competent jurisdiction.
6.1You are responsible for ensuring that Your enrollment information is accurate and complete, and You
agree to update enrollment information as necessary to keep it accurate and complete. You shall not misrepresent Your
identity, the identity of Your authorized users of the Site or Services, Your authority to act on behalf of Your
company, or any other enrollment information or information provided by You subsequent to the enrollment. Failure to
provide accurate and complete information may result in the termination of Your ability to use the Site and/or
Services and/or result in errors or liability.
6.2The username and password provided in the enrollment confirmation email will be that assigned to Your
6.3You shall not use a username or password that We deem offensive or inappropriate. You shall provide Us
with true, accurate, and updated information. You are solely responsible for maintaining the confidentiality and
security of usernames and passwords for Your account, and assume all liability for sharing or disclosing such
usernames and passwords. You shall immediately contact Us at 1-888-897-7225 if You become aware that the security of
the usernames and/or passwords for Your account may have been compromised or if there has been unauthorized access to
Your account or Your data. You are solely responsible for all activity occurring under the usernames and passwords for
Your account. Access to and use of password-protected and/or secure areas of the Site and Services is restricted to
authorized users only.
7.1“Client Content” means any content that You upload or otherwise provide to us in
connection with the creation of a Customized Ad or an advertising campaign including, but is not limited to text,
logos, images, and Your own completed ads.
7.2All Client Content remains Your sole and exclusive property.
7.3AdReady will not place Client Content in the publicly available content library on the Site.
8LICENSE, USE OF AND RESTRICTIONS OF THE SERVICES AND SITE
8.1You are hereby granted a limited, non-exclusive license to access and use, during the Term, including
incidental copies arising from the operation of Your browser, the Services and Site Content solely as stated in the
documentation and tutorials on the Site. You may not resell or sublicense the Service, the Site Content, or any other
services provided by us to any other person or entity unless otherwise specifically set forth in the
service agreement between You and AdReady. You are prohibited from modifying,
copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works from,
decompiling, reverse engineering, disassembling, transferring, or using any Service or Site Content available on or
through the Site for any purposes, except You may make print copies of the Site Content for Your own benefit and
internal business use but not for distribution to others unless otherwise specifically set forth in the
service agreement between You and AdReady. Your use of the Site is voluntary,
non-assignable and non-transferable.
8.2AdReady needs to have some license rights from You for Your Client Content to be able to perform its
obligations under this Agreement and to market its services to others, therefore:
8.2.1You grant AdReady and its licensees a nonexclusive, universal, perpetual, non-terminable,
sub-licensable, royalty-free license to use Client Content including, but not limited to, the rights to reproduce,
modify, create derivative works (including but not limited to reformat, resize), distribute, publicly perform,
synchronize and display, and use any and all Client Content
22.214.171.124to perform its obligations under this Agreement;
126.96.36.199to provide it to media sources that may distribute the Customized Ad throughout their network of
participating websites and other distribution outlets;
188.8.131.52to include in AdReady‘s portfolio and other materials intended to market AdReady's business,
directly or indirectly (such marketing reproductions will not be marketed commercially without Your prior written
8.2.2AdReady may sublicense the foregoing rights as expressly permitted by this Agreement and otherwise
as necessary for it to perform its obligations under this Agreement.
8.3AdReady needs to also have some license rights from You for certain of the data AdReady collects that
are generated from the campaigns You run through the Services. Therefore, You grant AdReady and its licensees a
nonexclusive, universal, perpetual, non-terminable, sub-licensable, royalty-free license to use:
8.3.1IO Details solely in anonymous, aggregated form to improve the Services . “IO Details”
are details set forth on an IO expressly associated with You, including, but not limited to, Ad pricing information,
Ad description, Ad placement information, and Ad targeting information;
8.3.2Site Data solely in anonymous, aggregated form to improve the Services. Site Data is any data that
is (A) data that is provided to Us by the sites on which Your Customized Ad is run; (B) gathered during delivery of
Your Customized Ad that identifies or allows identification of site on which it is run; or (C) entered by You on such
8.3.3Performance Data solely in anonymous, aggregated form (and not joined with any Site Data or IO
Details) to improve the Services, to create performance reports and to promote the Services. “Performance Data”
is data regarding Your campaign gathered during delivery of a Customized Ad pursuant to the IO (e.g., number of
impressions, interactions, conversions and header information), excluding Site Data or IO Details; and
8.4Original Ads may contain third party materials that are subject to restrictions by the respective
AdReady suppliers, and that accordingly impose additional restrictions on the use of those Original Ads. In addition,
as set forth in Section 9.7 below, the media source on which Your Customized Ads are displayed may impose additional
restrictions on the content of Your Customized Ads. You shall comply with restrictions and additional restrictions
upon notification by AdReady.
8.5As between You and AdReady, except for Client Content and the data referenced in Sections 8.2 and 8.3
above, all copyright and other intellectual property rights contained in or displayed through any Customized Ad, and
other material developed or provided by AdReady under this Agreement, including templates, images, scripts, story
lines, sound tracks, tag lines, the “look and feel” of any of the foregoing, and any derivative works of
any of the foregoing, are and will remain AdReady's sole and exclusive property. No intellectual property rights in
any Original Ad or Customized Ad are granted to You.
8.6Each party agrees that the other does not, directly or by implication, by estoppel or otherwise, grant
any rights or licenses under this Agreement other than those expressly stated above.
8.7You may not:
8.7.1use the Site, Site Content or Service in any manner that could damage, disable, overburden, or
impair the Site, Site Content or the Service, nor may You use the Site, Site Content or Service in any manner that
could interfere with any other party's use and enjoyment thereof,
8.7.2 use any “robot,” “spider” or other automatic device, or a program,
algorithm, or methodology having similar processes or functionality, or any manual process to monitor or copy any of
the web pages, data, or content found on this Site, Site Content or Service or
8.7.3use the Site, Site Content, or Service in violation of, or to violate, any law, rule or regulation
9MEDIA NEGOTIATIONS, PURCHASES & BUDGETS
9.1You authorize AdReady to act on Your behalf for the purpose of purchasing media and to represent
itself to advertising media sources, when appropriate in AdReady's sole discretion, as Your agent of record for the
purpose of purchasing media placements in conjunction with the Programs & Services.
9.2AdReady will act as a principal in purchasing and reselling media placements to You. Upon receiving
Your service agreement to purchase media, AdReady will attempt to acquire media that is closest to the requested
details in the campaign. AdReady does not guarantee that media corresponding to any or all of the campaign
specifications will be available. Your obligation to pay for any and all media purchased on Your behalf will apply
whether or not the media meet any or all of Your requested campaign specifications.
9.3Budgets provided or requested within the campaign creation process are only approximations. Your
actual purchased media costs may be lower or higher than campaign budgets on a daily or monthly basis due to normal
traffic fluctuations. Over the course of a campaign that runs at least 30 days, these fluctuations are normalized.
Therefore, for campaigns that run 30 days or more, actual costs for each billing cycle will not exceed the billing
cycle budget by more than 10%.
9.4AdReady will use commercially reasonable efforts to contractually require media sources, suppliers and
others to fulfill their commitments as they relate to the Programs & Services to be provided to You, but AdReady
will not be liable to You for the failure of any media sources, suppliers or other third parties to do so or any
destruction, loss or unauthorized use of Client Content by such media sources, suppliers and others.
9.5Purchase of media relating to this Agreement will be subject to the media source‘s terms under
which the media is purchased, and to the media source's other applicable policies, which may include:
9.5.1the right of the media source to reject, pre-empt, change, or substitute media placements;
9.5.2deadlines for submission of material;
9.5.4compliance with the media source's policies regarding approval of advertising content;
9.5.5alternative performance (for instance, through make-goods), refunds, and other remedies;
9.5.6limitations and exclusions of Your remedies; and
9.5.7indemnification for liabilities arising out of publication or distribution of Customized Ads and
9.6You acknowledge that AdReady cannot guarantee or represent that any given media source will accept and
shall run any given Customized Ad or Client Content.
9.7You may find the Complete URL addresses for the policies for AdReady's media sources in Appendix
A. The media sources may have privacy practices that may differ from those of AdReady, and We cannot be
responsible for the privacy practices of the media sources. By accessing or otherwise using the Site or Services, You
represent, warrant and covenant that You shall comply with the policies for AdReady's media sources and that you have
reviewed and accept their privacy policies. AdReady's media sources and policies may change without notice, so You
need to check the applicable media source's policies before You order any Programs & Services that will involve
that media source. Refunds and cancellations of Your orders will be subject to the media source‘s terms and
policies (as may be modified from time to time by the media source) as well as the cancellation provision in Section
10.1You may ask AdReady to provide additional services not outlined within this Agreement, including
additional future analyses or updates services. The scope of those services and the fees to be charged will be
established in a separate agreement between AdReady and You. Neither AdReady nor You will be bound by any such
agreement until both AdReady and You have signed it.
11.1You shall cooperate with AdReady and provide information reasonably required by AdReady in connection
with the performance of the Programs & Services. You shall furnish AdReady with all information concerning You and
Your business that AdReady and You reasonably deem appropriate. All of the materials supplied to AdReady shall have
been prepared, reviewed and approved by You or Your consultants, agents or representatives, and will be, to Your best
knowledge, accurate and complete in all material respects. In addition, You shall provide AdReady with reasonable
access to Your management team and employees, consultants and other appropriate agents and representatives as AdReady
and You reasonably deem necessary in connection with the performance of the Programs & Services. AdReady shall
rely upon the completeness and accuracy of information and data furnished to it by Your officers, directors,
employees, agents and representatives without any independent verification of such information and data.
12REPRESENTATIONS AND WARRANTIES
12.1You represent and warrant that:
12.1.1You have obtained any and all necessary clearances, releases, approvals, and consents from third
parties (including with respect to any third party's copyright, patent, trademark, trade secret or other proprietary
rights, rights of publicity or privacy, and moral rights) and made any and all required payments to third parties
(including, but not limited to, artists, unions, guilds and performing rights societies) in connection with all Client
Content, as necessary to grant the rights to AdReady specified in this Agreement and for AdReady to perform its
obligations under this Agreement.
12.1.2AdReady and media sources of Customized Ads will not be required to make any payments whatsoever to
You or any third party with respect to Client Content; such payments shall remain the sole responsibility of You.
12.1.3No Client Content contains any virus, worm or other malicious code, Trojan-horse routine, trap
door, time bomb, or any other code or instruction that is or is intended to be used to access, modify, delete, damage,
or disable the functionality of AdReady's, any media source's, or any user's computer systems or data.
12.1.4No Client Content will include any material that is fraudulent, deceptive, threatening, abusive,
harassing, defamatory, invades privacy, infringes on any intellectual property rights, obscene, profane, racially or
ethnically objectionable, or in violation of applicable law.
12.1.5The Customized Ad(s), Client Content, and other advertising used by You to advertise Your business
are the accurate, not deceptive, factually complete, and You can substantiate the statements made therein.
12.1.6You comply with any information, disclosures or requirements that are imposed upon You as a result
of Your business activities by any governmental, regulatory or oversight agency, body, tribunal or proceeding.
12.1.7You shall review and approve all materials prepared by AdReady and all Client Content to confirm
that descriptions and representations direct or implied, with respect to Your business, products, services, industry,
and competitors, are accurate and supportable and that such descriptions and representations are in compliance with
all legal and regulatory requirements, directives and guidelines.
13.1AdReady (or a third party We authorize) may, but are not obligated to, monitor any User Account
activity for the purpose of, for example but not limited to, ensuring quality, improving Our products and the
means to overcome any attempted interference.
14PAYMENT & EXPENSES
14.1In consideration for providing the Services, You shall pay to AdReady all applicable fees billed to
You in accordance with the pricing information and/or monthly fees applicable to Your User Account and set forth for
You at the AdReady Sign up Page.
14.2You will pay AdReady for all Programs & Services ordered, including fees as specified in each IO
and any fees for media. Charges presented to You for media may include charges for Programs & Services.
14.3You are required to provide a valid credit card together with approved credit authorization and
payment terms as a condition to signing up for the Services.
14.4You shall provide complete and accurate billing and contact information and to keep such information
updated. You expressly authorize the use of Your account data to charge Your credit card for the Fees as may be
accrued through Your use of the Services. You shall immediately notify Us if Your credit card is lost or stolen or
Your credit card account otherwise becomes unavailable for any reason.
14.5Your payments to AdReady will be made by credit card, or other means approved by AdReady. When You
submit Your campaign or enter a new credit card, AdReady may authorize Your credit card for an amount of the budget
You entered for Your campaign(s), up to the total amount of the billing cycle budget You provide for each of Your
campaign(s). The authorization is a check for available balance, it is not a charge. Credit cards may be re-authorized
based upon Your campaign or account activity. If You fail to make payment, You will pay an interest rate up to the
highest rate permitted by law.
14.6You shall reimburse AdReady, or at AdReady's request to reimburse a third party, promptly as billed,
for all out-of-pocket expenses incurred by AdReady, and agreed to by You prior to being incurred by AdReady, in
connection with Programs & Services provided hereunder. At its discretion, AdReady may charge Your credit card to
obtain this reimbursement as described in the “Payment” section above.
14.7Our Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including,
without limitation, sales, VAT) (collectively, “Taxes”). You shall be responsible for payment of all Taxes
and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on
Our net income.
14.8If Your account becomes thirty (30) days or more overdue, or is overdue by more than fifteen days on
more than three occasions, We reserve the right to suspend the Services provided to You and in Our discretion to
User Account data and We may delete Your User Account data from any server or archival records maintained by Us,
except as needed to later evidence the accuracy of the Fees.
14.9We reserve the right to modify the Fees and to introduce new charges at any time, upon at least 30
days prior notice to You, which notice may be provided by e-mail or via Your User Account or other notice of
modification to the pricing information and/or monthly fees applicable to You.
15.1Media or advertising space obtained for Your benefit may be cancelled per the individual media
contracts in place.
15.2You may elect to pause or stop campaigns from running, and resume campaigns at a later time, without
cancelling this Agreement. Unless otherwise set forth in the service agreement
with AdReady, either party may elect to cancel this Agreement at any time. Upon cancellation of this Agreement,
AdReady will be entitled to payment for all fees and costs incurred in connection with Your advertising campaigns in
addition to any other fees and termination penalties that are set forth in the
service agreement with AdReady.
15.3If You choose to cancel this Agreement, You must give AdReady written notice at
firstname.lastname@example.org. Once received, Your cancellation will not be effective until it has been processed, which may
take several days. You are responsible for all fees and costs incurred in connection with Your advertising campaigns
while Your request is being processed.
16THIRD PARTY DATA
16.1In order to provide the Programs & Services, AdReady may need to obtain and use information from
one or more third parties (“Third Party Data”). AdReady will use commercially reasonable efforts to
determine and verify the accuracy and completeness of Third Party Data but cannot guarantee the accuracy or
completeness of Third Party Data nor of any AdReady reports or recommendations based on such data. Accordingly,
AdReady will not in any way be liable for Third Party Data provided or used under this Agreement that, despite
AdReady's commercially reasonable efforts, contains inaccuracies, errors, and omissions. However, in the event that
You discover any inaccuracies, errors or omissions in any Third Party Data contained in the AdReady reports, You will
notify AdReady in writing of such errors within ten (10) business days, and AdReady will have ten (10) business days
thereafter to use its commercially reasonable efforts to remedy any such inaccuracies, errors or omissions.
Furthermore, AdReady and You are entering into this Agreement solely for AdReady's and Your respective benefit, and no
other person will acquire or have any right under or by virtue of this Agreement. AdReady will not be liable for
breaches or defaults arising by reason of a third party terminating any agreements with You.
17THIRD PARTY SOFTWARE
17.1You shall utilize software produced by third parties, including but not limited to, “browser”
software, that supports a data security protocol compatible with the protocol used by Us. Until notified otherwise by
Us, You shall use software that supports the Secure Socket Layer protocol or other protocols accepted by Us and to
follow the logon procedures for that service. The Services are designed to allow You to transact modifications of
advertising campaigns through other third party systems, and Your access to the Services requires that Your software
will satisfy the security requirements of each such third party system. We are not responsible for notifying You of
any upgrades, fixes, enhancements or other modifications to any such third party software, or for any compromise of
data transmitted across computer networks not owned or operated in whole by Us.
18.1You grant Us and Our licensors, licensees and successors a non-exclusive, perpetual, royalty free,
fully paid up, worldwide, limited right to use Your name, trademarks, service marks and logos in the production of
marketing materials promoting the Service. All goodwill from the use of Your trademarks shall inure to Your benefit.
19TERM AND CANCELLATION
notice for any or no reason.
documents listed in Section 2, above.
19.3Except as otherwise set forth in the Service Agreement between You and AdReady, You may cancel or
terminate Your account and use of the Services at any time, in which case, You must cease using the Services.
Cancellation or termination of Your enrollment or account must be made in writing and sent to AdReady by sending an
email to email@example.com.
19.4Monthly service fees and the cost of media You purchased through the Services are
20.1AdReady, Our licensors, or third parties, as applicable, own all rights, title, and interest in and
to Services and the Site, and portions thereof, including, but not limited to, all Intellectual Property Rights, and
the trademarks, logos, and service marks (“Marks”) displayed on the Site or through the Services are the
property of AdReady, Our licensors, or third parties, as applicable.
20.2“Intellectual Property Rights” means any and all rights existing from time to time under
patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary
rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and
20.3You receive no rights or title to any Intellectual Property Rights of AdReady, or other third
parties, and You do not obtain any rights or title, express or implied, in this Site’s Content, other than the
other Intellectual Property Rights.
20.4You are prohibited from using any Marks for any purpose including, but not limited to, use as
metatags or on other pages or sites on the World Wide Web without Our written permission or the written permission of
such third party that may own the Marks. You shall not remove, obscure, or alter the copyright notice, trademarks, or
other proprietary rights notices belonging to AdReady, and/or other third parties affixed to or contained within or
accessed in conjunction with or through this Site.
20.5Your use of the Services, Content or Site is not an endorsement of You or Your business by AdReady,
and You shall not utilize the Marks of AdReady or other third parties to suggest any endorsement or affiliation to
them. You remain owner of all rights, title, and interest in and to the Intellectual Property Rights in Your logos or
materials that You upload in connection with the Services. If You upload any logo or material You thereby grant
AdReady a limited license to use such logo and/or material in conjunction with Your use of the Services, such as on
Your invoices or web page displays generated by the Services, and to identify You as a user of the Services.
20.6You hereby grant AdReady a royalty-free, fully-paid, worldwide, exclusive, transferable, assignable,
sublicenseable, irrevocable and perpetual license to use or incorporate into the Services any suggestions, enhancement
requests, recommendations or other feedback provided by You relating to the operation of the Site or Services.
20.7Our service providers, licensors, licensees and suppliers are third-party beneficiaries of the above
21DISCLAIMER OF WARRANTIES.
21.1THE PROGRAMS & SERVICES PROVIDED BY ADREADY UNDER THIS AGREEMENT (INCLUDING ORIGINAL ADS AND
THEIR CONTENT, AND THIRD PARTY DATA AND OTHER INFORMATION PROVIDED BY ADREADY) ARE PROVIDED “AS IS”, AND
ADREADY DISCLAIMS ALL WARRANTIES AND DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED
WARRANTIES AND DUTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE, WORKMANLIKE EFFORT,
RESULTS, LACK OF NEGLIGENCE, ACCURACY OR COMPLETENESS, QUIET ENJOYMENT. THERE IS NO WARRANTY OF TITLE OR NON-
21.2YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. THE SITE AND SERVICES AND ALL CONTENT MADE
AVAILABLE ON OR THROUGH THIS SITE OR VIA THE SERVICES ARE PROVIDED TO YOU BY US “AS IS” ON AN
“AS AVAILABLE BASIS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
SECURITY, OR ACCURACY. TO THE FULLEST EXTENT PERMITTED BY LAW, ADREADY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY AND
ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ADREADY MAKES NO WARRANTY
THAT (i)THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY,
SECURE OR ERROR-FREE.
21.3ADREADY DOES NOT ENDORSE NOR IS RESPONSIBLE FOR (A) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY
FORECASTS, SUGGESTIONS, RECOMMENDATIONS, EXTRAPOLATIONS OR SUMMARIES GENERATED THROUGH THE SERVICES, (B) THE
ACCURACY, TIMELINESS OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE SERVICES OR THE SITE BY ANY
PARTY, (C) ANY CONTENT PROVIDED ON ANY THIRD PARTY SITE(S) LINKED TO THIS SITE, OR (D) THE CAPABILITIES OR RELIABILITY
OF ANY PRODUCT OR SERVICE OBTAINED FROM ANY THIRD PARTY SITE(S) LINKED TO THIS SITE.
21.4OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL ADREADY OR ANY OF ITS
AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR
THE SITE, OR YOUR RELIANCE ON ANY PRODUCTS OR SERVICES OBTAINED FROM A LINKED SITE. IT IS YOUR SOLE RESPONSIBILITY TO
EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE,
OR OBTAINED FROM A THIRD PARTY SITE LINKED TO THE SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE,
REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
21.5ADREADY EXPRESSES ANY WARRANTY THAT THE SITE IS COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE SITE IS
FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, OR CORRUPTED FILES. TO THE MAXIMUM EXTENT ALLOWABLE BY
LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT SHALL NOT APPLY TO THIS TERMS
22LIMITATION OF LIABILITY
22.1THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITE, CONTENT, AND DESCRIPTIONS OF SERVICES PUBLISHED
ON THE SITE OR A LINKED SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND ADREADY SPECIFICALLY DISCLAIMS ANY
LIABILITY FOR SUCH INACCURACIES OR ERRORS. ADREADY DOES NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE SITE IS
COMPLETE OR UP-TO-DATE. ADREADY IS UNDER NO OBLIGATION TO UPDATE THIS SITE, SERVICES OR CONTENT. ADREADY MAY CHANGE
THE SITE, SERVICES OR CONTENT OR MAY MAKE IMPROVEMENTS OR CHANGES THERETO AT ANY TIME WITHOUT NOTICE.
22.2EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR
UNENFORCEABLE BY APPLICABLE LAW, ADREADY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, OR AGENTS WILL
NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY PUNITIVE, RELIANCE, SPECIAL,
EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF
PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SERVICES,
CONTENT OR A LINKED SITE, OR WITH THE DELAY OR INABILITY TO USE THE SITE OR A LINKED SITE, EVEN IF MADE AWARE OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY RELATES TO, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY
VIRUSES WHICH MAY INFECT A USER'S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES,
TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED
ACCESS, THEFT, DATA LOSS, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. ADREADY CANNOT AND
DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SITE, SERVICES OR CONTENT.
22.3EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR
UNENFORCEABLE BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF ADREADY AND OUR AFFILIATES, AND OUR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHERwise), WILL BE THE GREATER OF (i) TWENTY DOLLARS ($20) AND (ii) THE AMOUNT OF THE
MONTHLY SUBSCRIPTION FEES PAID PURSUANT TO SECTION 11 HEREOF IN THE TWO (2) MONTHS PRIOR TO THE EVENT(S) GIVING RISE
TO THE CLAIM, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
23.1You shall defend, indemnify and hold harmless AdReady and its officers, directors, shareholders,
employees and licensors, agents (collectively, the “Indemnitees”) from and against any and all losses,
damages, liabilities, claims, and expenses (including attorneys' fees and expenses) which any Indemnitees incur as a
result of any investigation, demand, claim, defense or action of any third party against such Indemnitees: (a) arising
out of or relating to (i) the use of the Site or Services, Client Content and/or (ii) the use or publication of a
Customized Ad as contemplated by this Agreement, including, but not limited to, claims of infringement or
misappropriation, defamation, invasion of privacy, trespass, and/or the violation of any right of any third party (for
both (i) and (ii) above); or (b) that, if proven, would establish that (i) Your products or services are defective,
injurious, or harmful (including any claim for bodily injury or death), or (ii) the manufacture, sale, distribution or
use of any of Your products or services violates the rights of any third parties or that the advertising, publicity or
promotion of Your products or services violates the rights of any third parties. Your obligation to indemnify and hold
AdReady harmless under (a) above does not apply to the extent that the alleged infringement or misappropriation arises
solely out of any Original Ad.
23.2Each party (the “Indemnifying Party”) agrees to defend, indemnify and hold harmless the
other party and its directors, officers, agents, licensors and employees (collectively the “Indemnified Persons”),
from and against any losses, damages, liabilities, claims, and expenses (including attorneys' fees and expenses) which
such Indemnified Person incurs as a result of any investigation, demand, claim or action of any third party against
such Indemnified Person, which, if proven, would establish: (a) the breach of any representation or warranty made by
the Indemnifying Party hereunder; (b) the breach of any obligation, covenant or agreement of the Indemnifying Party
23.3Each party seeking indemnification under the preceding two paragraphs will (a) provide prompt written
notice to the indemnifying party of the applicable investigation, claim, etc.; (b) allow that indemnifying party to
control the defense and settlement of the claim; and (c) provide reasonable cooperation to that indemnifying party, at
that indemnifying party's request and expense, in defending or settling the claim. With respect to each such claim,
each party's obligation to indemnify and hold the other harmless under the preceding two paragraphs will not apply to
the extent that the other party is obligated to indemnity that party under either of those paragraphs with respect to
the same claim.
24VIOLATIONS OF SERVICE TERMS & TERMINATION
24.1AdReady may, in our sole discretion, immediately terminate Your use of the Site or Services if we
Section 2. Any such termination will be without prejudice to any other rights that AdReady may have.
24.2AdReady reserves the right to seek all remedies available at law and in equity for violations of this
25JURISDICTION AND GOVERNING LAW
25.1Users of the Site and Services submit to the laws of the State of Washington, USA and applicable
federal law without regard to conflicts of laws principles. If not in arbitration, You shall submit to the exclusive
jurisdiction of the federal and state courts of the State of Washington.
26.1Any information collected from or about You through Your use of the Site or Service, including any
27.1AdReady shall not be responsible for delays, nonperformance, damages, lost profits, or other losses
caused directly or indirectly by any Act of God, including without limitation, fires, earthquakes, tornadoes, or
hurricanes, as well as wars, labor disputes, communication failures, legal constraints, power outages, data
transmission loss, data loss, failure or interception, incorrect data transmission, or any other event outside the
direct control of AdReady.
28GENERAL, ENTIRE AGREEMENT, SEVERABILITY AND WAIVER
entirety or by explicit reference, and any other terms and conditions on this Site, constitute the entire agreement
between You and Us with respect to this Site and the Services and govern Your use of the Site and the Services.
law or otherwise unenforceable, then such provision(s) shall be limited or eliminated to the minimum extent necessary
waiver of such right or provision.
28.4All waivers by AdReady must be in writing signed by an authorized representative of AdReady.
consent of AdReady.
28.6The parties are independent contractors under this Agreement, and nothing in this Agreement creates a
partnership, joint venture, franchise, employment, or agency or fiduciary relationship between AdReady and You.
Neither party has any authority to make any statement, representation or commitment of any kind or to take any action
binding upon the other party, without the other party's prior written authorization, except as expressly stated in
28.7Notwithstanding any cancellation or termination of this Service, or of Your account or Your
survive cancellation or termination, including, without limitation:
28.7.1Arbitration; License, Use of and Restrictions of the Services and Site; Representations and
Warranties; Payment and Expenses; Cancellation; Third Party Data; Property Rights; Disclaimer of Warranties;
Limitations of Liability; Indemnification; Jurisdiction and Governing Law; and General, Entire Agreement, Severability
28.8We reserve the right to modify or discontinue the Site or any of the Services with or without notice
to You. We shall not be liable to You or to any third party in the event that We exercise the right to modify or
discontinue the Site or any of the Services.
nothing herein shall give or be construed to give any person other than the parties hereto any legal or equitable
rights hereunder, except as expressly provided otherwise herein.
28.10Regardless of any statute or law to the contrary, any claim or cause of action You bring arising out
such claim or cause of action arose or be forever barred.
28.11Unless otherwise expressly stated herein, when used in this Agreement, the
words “include,” “includes,” and “including” will be deemed in each case to be
followed by the words “without limitation.”
no legal or contractual significance.
Appendix A - URL Addresses
Below is a list of media source policies referenced herein with complete URL addresses.