AdRelevantis LLC, a Michigan corporation, provides the websites located at www.adrelevantis.com and adrelevantis.com, all the content under the domains, certain related software, and its services to you subject to the following terms and conditions. By using AdRelevantis, its sites and related software ("The AdRelevantis Services", "The Services") you agree to be bound to the latest amended versions of this Agreement.
SECTION 1: ACCEPTING THE TERMSBy using the services, you agree to be bound by this Agreement. If you accept this Agreement, you represent that you have the capacity to be bound by it or, if you are acting on behalf of a company or entity, that you have the authority to bind such entity.
SECTION 2: COPYRIGHTSAll content included on the AdRelevantis Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of AdRelevantis and protected by United States and international copyright laws. Reproduction of the content of the AdRelevantis Services without the written permission of AdRelevantis is prohibited.
SECTION 3: TRADEMARKS AND SERVICEMARKSAdRelevantis, the AdRelevantis logo, and other AdRelevantis graphics, logos, page headers, button icons, scripts, and service names are trademarks, certification marks, service marks, or other trade dress of AdRelevantis or its subsidiaries. AdRelevantis's trademarks, certification marks, service marks, and trade dress have inherent meaning and substantial value because of their restricted use. They may not be used in connection with any product or service that is not AdRelevantis', in any manner without AdRelevantis' permission. All other trademarks not owned by AdRelevantis or its subsidiaries that appear on adrelevantis.com and compariola.com are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by AdRelevantis or its subsidiaries.
SECTION 4: LICENSE TO ACCESS THE ADRELEVANTIS SERVICES AND AVAILABILITYIn consideration for accessing the AdRelevantis Services, AdRelevantis grants you a limited license to access and make personal use of the websites. This license prohibits your downloading (other than page caching) or modifying any portion of it, except with express, written consent of AdRelevantis. This license does not allow resale of AdRelevantis' services without AdRelevantis' written permission. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the AdRelevantis Services without express written consent of AdRelevantis. You may not use any meta tags or any other "hidden text" utilizing AdRelevantis' name or trademarks without the express written consent of AdRelevantis. Any unauthorized use automatically terminates the permission or license granted by AdRelevantis and may incur legal liabilities for any damages. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to any non-password protected directories. You may not use any of AdRelevantis' proprietary graphics or trademarks as part of the link without express written permission.
ADRELEVANTIS MAKES NO GUARANTEE REGARDING THE AMOUNT OF PAYMENT MADE TO YOU UNDER THIS AGREEMENT. IN ADDITION, FOR THE AVOIDANCE OF DOUBT, ADRELEVANTIS DOES NOT GUARANTEE THE SERVICES WILL BE AVAILABLE AT ALL TIMES OR DURING ANY DOWN TIME (i) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES (ii) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR SERVICES, (iii) FOR PREVIOUSLY SCHEDULED MAINTENANCE (iv) CAUSED BY A TECHNICAL ERROR, CODING ERROR, UPDATES, MAINTENANCE AND REPAIR (v) RELATING TO EVENTS BEYOND ADRELEVANTIS' CONTROL SUCH AS STRIKES, RIOTS, INSURRECTION, FIRES, FLOODS, EXPLOSIONS, WAR, GOVERNMENTAL ACTION, LABOR CONDITIONS, EARTHQUAKES, NATURAL DISASTERS OR INTERUPTIONS TO INTERNET SERVICES IN AN AREA WHERE ADRELEVANTIS OR YOUR SERVERS ARE LOCATED OR CO-LOCATED. ADRELEVANTIS RESERVES THE RIGHT TO SUSPEND OR INTERRUPT ACCESS TO THE SERVICE OR PORTIONS OF OUR WEBSITE, AT ANY TIME, WITH OR WITHOUT NOTICE.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.You may not reverse engineer, decompile, or disassemble the Services or any software made available to you through the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
SECTION 5: ADVERTISING AND PAYMENTYou understand and agree that AdRelevantis will place advertisements (promotions) or ad tag code on your website. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to you shall be sent by AdRelevantis within approximately forty five (45) days after the end of each calendar month that you utilize the AdRelevantis Service and your balance is $20 or more. In the event the Agreement is terminated, AdRelevantis shall pay your earned balance to you within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by you (following AdRelevantis' receipt of your written request, including by email, to terminate the Agreement) or by AdRelevantis. In no event, however, shall AdRelevantis make payments for any earned balance less than $10.
AdRelevantis has affiliated with Amazon, eBay and Commission Junction, and may add more affiliations with other eCommerce sites. AdRelevantis may recommend products of all or any of these affiliates programs.
AdRelevantis ad tags may include links to products and images that point to shopping sites with which AdRelevantis has affiliated. When users click through the links, they are redirected to the corresponding shopping sites. Fees may be generated for qualifying purchases as defined by the corresponding affiliate programs.
Unless otherwise agreed to by the parties in writing (including by electronic mail), the fees generated by qualifying purchases are split between you and AdRelevantis: 75% goes to you, 25% goes to AdRelevantis.
SECTION 6: YOUR CONTENT AND COPYRIGHTSYou retain full copyrights in any of your materials in your site. AdRelevantis tag code may read access to the content of your pages.
SECTION 7: INVESTIGATIONAdRelevantis reserves the right to investigate you, your business, and/or your owners, officers, directors, managers, and other principals, your sites, and the materials comprising the sites at any time. These investigations will be conducted the benefit of AdRelevantis and/or AdRelevantis' partners, and not for your benefit or that of any third party. If the investigation reveals any information, act, or omission, which in AdRelevantis' sole opinion, constitutes a violation of any local, state, federal, or foreign law or regulation, this Agreement, or is otherwise deemed harm the Services, AdRelevantis may immediately shut down your access to the Services. You agree to waive any cause of action or claim you may have against AdRelevantis for such action, including but not limited to any disruption to your website. You acknowledge that AdRelevantis may, at its own discretion, reveal the information about your web server to alleged copyright holders or other complainants who have filed complaints with us.
SECTION 8: INDEMNITYYou agree to indemnify and hold AdRelevantis, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of the Services, your connection to the Services, your violation of the Terms of Service, or your violation of any rights of another.
SECTION 9: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITYTHE ADRELEVANTIS SERVICES, AND DOWNLOADABLE SOFTWARE ARE PROVIDED BY ADRELEVANTIS ON AN "AS IS" AND "AS AVAILABLE" BASIS. ADRELEVANTIS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, THE EFFECTIVENESS OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE ADRELEVANTIS SERVICES, AND ANY DOWNLOADABLE SOFTWARE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ADRELEVANTIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ADRELEVANTIS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE ADRELEVANTIS SERVICES, OR DOWNLOADABLE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ADRELEVANTIS MAKES REASONABLE EFFORTS, BUT DOES NOT WARRANT THAT THE ADRELEVANTIS SERVICES, ANY DOWNLOADABLE SOFTWARE, THE ADRELEVANTIS SERVERS, OR EMAIL SENT FROM ANY OF ITS DOMAINS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ADRELEVANTIS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE ADRELEVANTIS SERVICES, OR ADRELEVANTIS DOWNLOADABLE SOFTWARE INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
SECTION 10: TERMINATIONAdRelevantis' policy is to investigate violations of these Terms of Service and terminate repeat infringers. You agree that AdRelevantis may, under certain circumstances and without prior notice, immediately terminate your AdRelevantis account, any associated email address, and access to the AdRelevantis Services. Cause for such termination shall include, but not be limited to: (a) breaches or violations of the Terms of Service or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Service (or any part thereof); (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) you have engaged or are reasonably suspected to be engaged in fraudulent or illegal activities; (h) having provided false information as part of your account; (i) having failed to keep your account complete, true, and accurate; (j) any use of the Service deemed at AdRelevantis' sole discretion to be prohibited; (k) use of fraudulent payment methods. Further, you agree that all terminations for cause shall be made in AdRelevantis' sole discretion and that AdRelevantis shall not be liable to you or any third-party for any termination of your account, access to the Services, or any disruption to your services such a termination may cause. You expressly agree that in the case of a termination for cause you will not have any opportunity to cure. You further acknowledge and agree that notwithstanding any termination, your obligations to AdRelevantis set forth in Sections 2, 3, 4, 7, 8, 17, 18, 19 and 20 shall survive such termination.
SECTION 11: MODIFICATIONSAdRelevantis may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on adrelevantis.com. In addition, the Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Services after those changes are posted.
SECTION 12: LINKSThe Services may provide, or third parties may provide, links to other websites or resources. Because AdRelevantis has no control over such sites and resources, you acknowledge and agree that AdRelevantis is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that AdRelevantis shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content.
SECTION 13: PUBLICITY AND CONFIDENTIALITYYou may not disclose or cause to be disclose, AdRelevantis Confidential Information without AdRelevantis' prior written consent. "AdRelevantis Confidential Information" include without limitation: (a) all AdRelevantis software, technology programming, specifications, materials, guidelines and documentation relating to the AdRelevantis Services; (b) rpmv, cpms, click-through rates or other statistics relating to your site's performance in the AdRelevantis Services; (c) screenshots, pictures, drawings or other representations or descriptions of the AdRelevantis Services, including the entire AdRelevantis publisher area, reporting area, setting pages and (d) any other information designated in writing by AdRelevantis as "Confidential" or an equivalent designation. However, you may disclose the amount of AdRelevantis' gross payments to you from the Services.
SECTION 14: NO THIRD PARTY BENEFICIARIESYou agree that, except as otherwise expressly provided in this Terms of Service, there shall be no third party beneficiaries to this Agreement.
SECTION 15: WAIVERThe failure of AdRelevantis to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
SECTION 16: SEVERABILITY OF TERMSIf any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
SECTION 17: NON-TRANSFERABILITY OF ACCOUNTSYou agree that your AdRelevantis account is non-transferable except with the written consent of AdRelevantis.
SECTION 18: TIME LIMITATIONS FOR CLAIMSYou agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the AdRelevantis Services must be filed within one year after such claim or cause of action arose or be forever barred.
SECTION 19: APPLICABLE LAWBy using the AdRelevantis Services, you agree that the laws of the United States and, specifically, those of the state of Michigan, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and AdRelevantis or its affiliates. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Washtenaw County, Michigan, USA.
SECTION 20: ARBITRATIONIn the case of any disputes under this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding. Any controversy or dispute arising out of or relating to this Agreement, or the breach thereof, which cannot otherwise be resolved as provided above shall be resolved by arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA") and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. The arbitration tribunal shall consist of a single arbitrator mutually agreed by the parties, or in the absence of such agreement within thirty (30) calendar days from the first referral of the dispute to the AAA, designated by the AAA. The place of arbitration shall be Ann Arbor, Michigan, U.S.A., unless the parties shall have agreed to another location within fifteen (15) calendar days from the first referral of the dispute to the AAA. The arbitral award shall be final and binding. The parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived. Each party retains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, and (iv) to enforce any decision of the arbitrator, including the final award. The arbitration proceedings contemplated by this Section shall be as confidential and private as permitted by law. To that end, the parties shall not disclose the existence, content or results of any proceedings conducted in accordance with this Section, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by law.