TERMS OF USE

AD FITS TERMS OF USE

Last Revised: November 30, 2015

By activating or using the service, you represent that you are of legal age to enter into this agreement and that you have read and understand fully its terms and conditions. The user may be referred to as “you” or “User” (who may be a Publisher, Advertiser, Site Visitor, Consumer, or any individual), uses our online/mobile widget/site/app, is subject to the terms and conditions specified herein.

All reference to ADfits herein shall be deemed to include Ad Fits Inc. (ADfits, “us”, “we” or “our). Our widget/site/app helps you distribute loyalty rewards (in the form of sponsored advertising campaigns) to your website visitors. ADfits unique solution helps increase repeat web traffic (visitor loyalty) for Publishers, and provides a measurable, effective, and unique advertising solution for online advertisers. Display Ad bot traffic is prevalent problem in the online advertising industry. ADfits is designed to be more engaging for consumers, and helps brand achieve greater online advertising ROI.

You must read and accept these Terms of Use before using this Widget/Site/App or subscribing to the service. These Terms of Use create an agreement between you and ADfits. These Terms of use govern your use of this Internet site (“Site”) and the services offered including the widget, mobile device app, the associated media, any printed materials, data, files and information and any online or electronic documentation (“Software”).

Each time you use this site or the Service, you acknowledge that you have read, understood and agree to be bound by these Terms of Use. These Terms may be updated and changed without notice to you. This Agreement takes precedence over any other agreement or terms embedded within the software.

The Site and the Service may be used only by persons who have reached the age of majority and who can form legally binding contracts under applicable law. If you are under the legal age of majority in the jurisdiction in which you live and wish to subscribe to the Service, a parent or legal guardian must subscribe to the Service on behalf of you.

1. SUBSCRIPTION

You are responsible for providing accurate information and for updating any information on your account. We reserve the right to suspend or terminate your account if provided with incomplete or inaccurate information at any time.

2. SOFTWARE LICENSE

Subject to the terms and conditions of this Agreement, we grant to you a non- exclusive, non-transferable, revocable, limited license to use the Software. You shall have no right to transfer, assign or sublicense the Software without prior written consent in the form of a separate licensing agreement.

Restrictions on altering the Software or the code in any way

Except as otherwise specified in this Agreement, you may not:

(i) Copy the Software;

(ii) Modify or create any derivative works of any Software, Service or documentation;

(iii) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Software related to the Service; documentation;

(iv) Redistribute, encumber, sell, rent, lease, sublicense, or use the Software or the Service in a timesharing or service bureau arrangement, or otherwise transfer the Software or any rights to the Software; or

(v) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Service.

Ownership of Software and Service

All right, title and interest in the copyright, patents and intellectual property rights in the Software and the Service or any part thereof remain with ADfits or the original owner of such rights, as the case may be.

3. USE OF THE SERVICE

System Requirements

You are responsible for ensuring that your system (computer or mobile device) meets the minimum system requirements to run the Service. If your system does not meet these requirements, we are not responsible for any connection difficulties or Service delays, deficiencies, interruptions or related damages you may have as a result.

Installation

You are responsible for the download and installation of the Software, the website tags, and the Service.

Third Party Software and Downloads

We are not responsible for third party software downloads or hardware installed by you which may alter your system configuration or have any other impact on the Service such as Ad Blockers or Cookie blockers/deletion.

We are not responsible for any spyware, malware or virus you contracts on its system from using the Internet or the World Wide Web.

We assume no responsibility whatsoever for any Internet or email or other connection software you may run on its system. We assume no responsibility for any damages that may result from the use of such software.

Acceptable Use Policy

You may make use of the Services solely for your own website loyalty program use. You may not resell or transfer the Service to any other person for any purpose, or charge any other person for the use of the Service without prior written consent in the form of a separate licensing agreement.

4. VISITOR OR CONTRIBUTOR SUBMISSIONS AND CONTENT

We may provide the ability for users to post comments on the Software. You understand that all information (including your username), data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not ADfits, are entirely responsible for all Content that you post, transmit or otherwise make available via the Software. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or 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 Software. You further understand that the Internet has no geographical boundaries, and you therefore agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.

ADfits does not claim ownership of any Content submitted and/or posted by you as a guest or visitor on the Software. However, by submitting and/or posting any Content to the Software, you grant ADfits a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such Content. You also permit any subscriber to access, display, view, store and reproduce such content for personal use.

We have no obligation to review content added to the Software and we assume no responsibility for the deletion of any content on the Software. You acknowledge that by using the Software, you may be exposed to content that you find objectionable, indecent or offensive or which is inaccurate, misleading or incomplete. Do not continue any dialogue or interaction with which you feel uncomfortable. We assume no obligation or responsibility for confirming the accuracy, completeness or usefulness of any content, nor do we endorse such content. We do not verify the identity of people using our Software. You use the Software and the content at your own risk.

You take sole responsibility for all content that you post on the Software and the consequences of posting that content. You are responsible for obtaining all necessary rights to upload, post and distribute the content, including obtaining permission from any person shown in a photo that you upload or identified in any writing that you post. You further agree that any content you submit to the Software will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the content and to grant us all of the license rights granted herein." You agree that you will not:

  1. impersonate any other person or entity, whether actual or fictitious, including impersonating an employee or consultant of ADfits.
  2. use an inappropriate name of any kind when leaving a comment.
  3. target or harm minors in any way.
  4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Software.
  5. upload, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
  6. upload, post, transmit or otherwise make available any Content that infringes patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party.
  7. upload, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose.
  8. upload, post, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.
  10. interfere with or disrupt the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software.
  11. intentionally or unintentionally violate any applicable local, state, national or international law.
  12. upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  13. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs above. objectionable;

The foregoing actions shall constitute a material breach of these Terms of Use. We reserve the right to delete from the Software any Content, or postings that violate the above terms and will cooperate fully with any law enforcement officials and/or agencies in the investigation of any violator or violators, up to and including complete and immediate termination of your contributor accounts with ADfits. You acknowledge that we may or may not pre-screen Content, but that we and our designees shall have the right (but not the obligation) in our sole discretion to pre- screen, refuse, or remove any Content that is available via the Software. Without limiting the foregoing, we and our designees shall have the right to remove any Content that violates these Terms of Use or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by ADfits or submitted to ADfits.

You understand that the technical processing and transmission of the Software, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5. PRIVACY

We respect your privacy and will protect your privacy and personal information in accordance with our Privacy Policy which can be found on our website.

6. DISCLAIMER OF WARRANTIES

You understand that your use of the Site and Software services (including any download or any loss of data or other damage to your computer system or device you experience from using the Software) is at your own risk. ADfits is provided on an “as is” and “as available” basis. You acknowledge that we make no warranty of any kind, that the Site or Software will be uninterrupted, timely, secure, or error-free. ADfits and its subsidiaries, affiliates, directors, officers, employees, agent, partners and licensors expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event will ADfits, its subsidiaries, affiliates, directors, officers, employees, agent, partners and licensors be liable to you (or any third party making claims through you) for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if ADfits has been advised of the possibility of such damages), arising out of or related to the use, inability to use, unauthorized use, performance or non-performance of the site or the services, in contract, negligence, tort, under statute, in equity, at law or otherwise. You agree that ADfits’s maximum liability to you, for any reason or cause whatsoever, shall not exceed the total amount of monies received by ADfits from you.

8. INDEMNIFICATION

You understand that you are personally responsible for your behaviour while on the Site and Software and you agree to defend, indemnify and hold harmless ADfits, its subsidiaries, and each of their affiliates, directors, officers, agents, partners, contractors, licensors, licensees and employees from any claim, demand, loss, liability or expense (including reasonable legal fees), relating to or arising out of: your use of ADfits’s services; the Site; the Software; any other websites accessed from or affiliated with the Site; any products purchased off of the Site, Software or websites available from or related to the Site and Software; the use by you of any products purchased through ADfits; your violation of these Terms of Use; content you submit, post, transmit or otherwise make available through the Software; or any other infringement committed by you, or any other subscriber of your account, of any intellectual property or other right of any person or entity.

9. ACCESS RESTRICTIONS AND TERMINATION

ADfits reserves the right, in its sole discretion, to immediately and without any prior notice to suspend or terminate (i) these Terms of Use; (ii) your registration with or ability to access the Site, Software and/or any other service provided to you by ADfits upon any of the following situations:

  1. any breach by you of these Terms of Use or upon your demonstration of conduct that ADfits determines to be inappropriate;
  2. requests by law enforcement or other government agencies;
  3. request by you;
  4. discontinuance or material modification to the Site, Software and/or ADfits’s services (or any part thereof);
  5. unexpected technical or security issues or problems;
  6. extended periods of inactivity;
  7. engagement by you in fraudulent or illegal activities; or
  8. Nonpayment of any fees owed by you in connection with the Services.

Where your account or registration with us is terminated, you must destroy all records, information, messages, content and other information related to your registration and account. In the event of suspension or termination, you are no longer authorized to access the Site, Software or ADfits’s services, and the restrictions imposed upon you with respect to any materials downloaded from the Site, Software or the ADfits’s services and the disclaimers and limitations of liabilities set forth in the Terms of Use shall survive. We shall not be liable to you or any third party for any termination of your account, any associated account related or identifying information, or access to the Site, Software and/or our services.

10. APPLICABLE LAW; CONSENT TO JURISDICTION

The governing law is that of the province of Ontario and the federal laws of Canada. We make no representation that materials on this Site and Software are appropriate or available for use in locations outside Canada, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site and Software from other locations may do so on their own initiative and are responsible for compliance with local laws.

You agree that exclusive jurisdiction for any dispute with ADfits, or in any way relating to your use of ADfits, resides in the courts of the Province of Ontario and you further agree that, with the exception of injunctive relief sought by ADfits for any violation of ADfits’s proprietary or other rights, any and all disputes relating to these Terms of Use, your use of the Site, Software or the ADfits’s services shall be resolved by arbitration in accordance with the Arbitration Act (Ontario) SO 1991, c 17. The location of arbitration shall be Toronto, Ontario, Canada.

If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

11. MISCELLANEOUS

The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms of Use or to exercise any right under the Terms of Use will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect. ADfits may assign its rights and obligations under these Terms of Use and upon such assignment ADfits may be relieved of any further obligation hereunder.

The failure of ADfits to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. ADfits may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail or postings on the Site and Software. Except for certain ADfits’s licensors, or as may be otherwise expressly provided herein, there are no third-party beneficiaries to these Terms of Use.

12. ENGLISH LANGUAGE

The parties have requested that these Terms and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.