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.
offered including the widget, mobile device app, the associated media, any printed
materials, data, files and information and any online or electronic documentation
Each time you use this site or the Service, you acknowledge that you have read,
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.
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
(iii) Reverse engineer, decompile, or disassemble or otherwise attempt to derive
the source code for any Software related to the Service;
(iv) Redistribute, encumber, sell, rent, lease, sublicense, or use the Software or
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
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.
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
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:
impersonate any other person or entity, whether actual or fictitious, including
impersonating an employee or consultant of ADfits.
use an inappropriate name of any kind when leaving a comment.
target or harm minors in any way.
forge headers or otherwise manipulate identifiers in order to disguise the origin of
any Content transmitted through the Software.
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
upload, post, transmit or otherwise make available any Content that infringes
patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of
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.
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.
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.
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.
intentionally or unintentionally violate any applicable local, state, national or
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
collect or store personal data about other users in connection with the prohibited
conduct and activities set forth in paragraphs above.
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
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
We respect your privacy and will protect your privacy and personal information in
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
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.
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
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
ability to access the Site, Software and/or any other service provided to you by ADfits
upon any of the following situations:
that ADfits determines to be inappropriate;
- requests by law enforcement or other government agencies;
- request by you;
- discontinuance or material modification to the Site, Software and/or ADfits’s
services (or any part thereof);
- unexpected technical or security issues or problems;
- extended periods of inactivity;
- engagement by you in fraudulent or illegal activities; or
- 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
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
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.
The failure of either party to insist upon or enforce strict performance by the other
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
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
nevertheless agree that the court should endeavour to give effect to the parties'
convenience only and have no legal or contractual effect. ADfits may provide you
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
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.