Updated: February 1, 2015
We’ll start by getting a few definitions out of the way to help you to better understand this agreement. When we say "we", "us", "our", the "Company" or “AdPlugg”, we’re referring to Third Set Productions, d/b/a AdPlugg, a State of California sole proprietorship. When we say “you” or “User”, we’re referring to the person or entity that’s using our Website or Services. For purposes of this Agreement, a User who pays for any portion of the Website or Services shall be referred to as a "Subscriber".
AdPlugg provides online systems that are used to create, buy, sell, manage and serve advertising campaigns (the “Services”). We provide the Services through our website http://www.adplugg.com (the “Website”).
Please read this Agreement carefully before accessing or using the Website or Services. By accessing or using the Website or Services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website or use any of the Services. Failure to use this Website or the AdPlugg Services in accordance with the following Terms may subject you to severe civil and criminal penalties.
AdPlugg reserves the right to cancel, suspend, or block access to the Website or Services at its sole discretion for violations of these Terms, or for any other reason and without notice.
This Agreement is void where prohibited by law, and the right to access and use this Website and the AdPlugg Services is revoked in such jurisdictions.
AdPlugg reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Services or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. AdPlugg may also, in the future, offer new services and/or features (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
As previously defined, a User who pays for any portion of the Website or Services is herein referred to as a "Subscriber".
Subscribers are responsible for taking action prior to renewal if you do not want your subscription to renew automatically.
You are responsible to ensure that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use it. If we cannot charge your credit card, we may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
Any advertising content including media, creatives, graphics, video, sound, or other materials that a User uploads through the Services shall be referred to herein as "Ad Content".
Any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that a User uploads, publishes or displays on the Website, whether publicly posted or privately transmitted shall be referred to herein as "User Generated Content".
Ad Content. AdPlugg assumes no obligation to and does not routinely pre-screen Ad Content posted to the Website or served via the Services. AdPlugg does not guarantee the accuracy, integrity, appropriateness, quality, or validity of Ad Content. Ad Content does not necessarily represent the views or opinions of AdPlugg and under no circumstances will AdPlugg be liable in any way for any Ad Content, including without limitation any loss or damage of any kind incurred as a result of the serving, viewing, or subsequent use of the Ad Content. Notwithstanding its lack of obligation, AdPlugg may remove any Ad Content at any time at its sole discretion, including Ad Content that in the sole judgment of AdPlugg violates these Terms or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity.
User Generated Content. AdPlugg assumes no obligation to and does not routinely pre-screen User Generated Content posted via the Website or in connection with the Services. AdPlugg does not guarantee the accuracy, integrity, appropriateness, quality, or validity of User Generated Content. User Generated Content does not necessarily represent the views or opinions of AdPlugg and under no circumstances will AdPlugg be liable in any way for any User Generated Content, including without limitation any loss or damage of any kind incurred as a result of the use of any User Generated Content posted, emailed, or otherwise transmitted via the Website. Notwithstanding its lack of obligation, AdPlugg may remove any User Generated Content at any time at its sole discretion, including User Generated Content that in the sole judgment of AdPlugg violates these Terms or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity.
AdPlugg does not claim ownership of Ad Content or User Generated Content and subject to the rights granted to AdPlugg in this Agreement, you retain full ownership of all Ad Content and User Generated Content to the extent you would otherwise have intellectual property rights or other proprietary rights associated with it.
You may use any User Generated Content posted by you in any way without restriction. You may only use User Generated Content posted by others in the ways described in these Terms of Service.
When you submit or communicate remarks, ideas, concepts, graphics, photographs, or other information (“Communications”) to AdPlugg via email, contact form, public forum, or any other means, your submission is governed by the following license terms.
Use. In order to operate and improve the Services, AdPlugg needs the right to make certain uses of your Communications as well. Therefore, when you send or post Communications, you also agree to grant AdPlugg an irrevocable, perpetual, worldwide, royalty-free, fully sublicenseable, non-exclusive license to copy, distribute, sell, publicly display, publicly perform and make derivative works of your Communications within the Services and on services affiliated with the Services regardless of the form of communication used or of whether such services now exist or are developed in the future.
Terms of Communication. The sending or posting of your Communication is entirely voluntary, non-confidential, gratuitous, and non-committal. You understand that AdPlugg may be working on the same or similar information, ideas, concepts, or other subject matter included in the Communication and that AdPlugg may already know of such information, ideas concepts, or other subject matter from other sources. In return for AdPlugg's review and consideration of your Communication, you acknowledge that you have read, understand and agree to the terms enumerated below, and further agree that these terms shall apply to any additional material previously or later submitted:
Ownership. The Communication represents your own original work. You have all necessary rights to disclose the Communication to AdPlugg. In doing so, you are not violating the rights of any third party and you know of no other individual or entity whose rights will be infringed upon by AdPlugg's review and/or use of the Communication.
Not Confidential. You understand that disclosure of the Communication to AdPlugg does not establish a confidential relationship or obligate the AdPlugg to treat your Communication (or any related materials) as secret or confidential.
No Obligations or Compensation. You understand that the Company has no obligation, either express or implied, to develop or use your Communication and that no compensation is due to you or anyone else for any inadvertent or intentional use of your Communicaton, related ideas or ideas derived from your idea. You understand that AdPlugg assumes no obligation with respect to any of your Communications unless and until AdPlugg enters into a written contract with you, and then only as expressed in that contract. In the absence of a separate formal contract, your rights shall be limited to those existing under the patent laws of the United States.
Patents. If your Communication is or includes information, ideas or concepts that are the subject of a pending or issued patent, you have disclosed or will disclose that fact to the Company. To the extent you hold a patent on the subject matter of the Communication, the Company acknowledges that no license under any patent is herein granted to AdPlugg. Any license to use a patent shall be in the form of a written contract, in which event the Company’s obligations shall be only those expressed in such contract.
No Recognition of Novelty. The Company will give your Communication such consideration as is warranted by its sole judgment. The Company’s review of your Communication shall not be construed as any recognition of the novelty or originality of the Communication. The Company is not obligated to give reasons for rejecting your Communication or to reveal the Company’s activities that are related to the subject matter of the Communication.
Discussion and Negotiations. Neither the discussion or negotiations between the Company and you relating to the possible purchase or license of the Communication, nor the making of any offer for the purchase or license of the Communication, shall prejudice the Company in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of the Communication. Further, the Company’s consideration or its discussions or negotiations with you will not in any way impair the Company’s right to contest the validity or infringement of your rights.
Similar Concepts. You acknowledge that the Company, directly or indirectly, may (i) be working on the same or similar Communication subject matter, or (ii) already know of such Communication subject matter from other sources, or (iii) simply wish to develop the Communication subject matter or the same or similar information, ideas or concepts to the Communication subject matter on its own.
Limitation of Liability. You hereby irrevocably release and forever discharge the Company and its affiliates and subsidiaries (together, the “Released Parties”) from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against the Released Parties or their respecting successors and assigns with respect to the Communication, including without limitation in respect of how the Company and its affiliates and subsidiaries, directly or indirectly, use the Communication, with the sole exception in respect of the foregoing release and discharge being your right to bring a claim of patent infringement.
AdPlugg may establish limits concerning use of the Services at its discretion. AdPlugg reserves the right to modify or discontinue the Services (or any part or feature thereof) at any time without notice. You agree that AdPlugg shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
AdPlugg owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Website and Services ("AdPlugg Content"). AdPlugg Content excludes Ad Content and User Generated Content.
AdPlugg also owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with the AdPlugg Content, the Website and Services, which are protected by applicable intellectual and proprietary rights and laws.
Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the AdPlugg Content in whole or in part except as expressly authorized in writing by AdPlugg. AdPlugg does not grant any express or implied rights in AdPlugg Content to Users, and all rights in and to the Website and to AdPlugg’s Content are retained and reserved by AdPlugg.
Moreover, the term AdPlugg and anything on the site that identifies or distinguishes AdPlugg from other goods are services are registered or unregistered trademarks of the Company (the "AdPlugg Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the AdPlugg Trademarks without the Company's prior written consent.
While all AdPlugg Content prepared by AdPlugg was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update any Information. Statements concerning companies other than AdPlugg that are contained in any such content should not be relied upon as being provided or endorsed by us. The opinions expressed in any AdPlugg Content, including by employees and agents of AdPlugg, are solely those of the author(s) and do not necessarily reflect those of AdPlugg.
You agree to indemnify, defend and hold AdPlugg and its respective directors, officers, shareholders, employees, agents, attorneys, advertisers, and publishers (collectively, "Our Affiliated Parties") harmless from any liability, loss, claim or expense, including reasonable attorneys' fees, related to your use of the Website, the Services, or violation of this Agreement.
THE COMPUTER PROGRAMS, INFORMATION AND OTHER CONTENT AVAILABLE FROM OR THROUGH THE WEBSITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADPLUGG DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) THAT ANY COMPUTER PROGRAMS OR INFORMATION AVAILABLE FROM OR THROUGH THE WEBSITE, OR THE WEBSITE ITSELF WILL BE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE, (B) THAT ANY COMPUTER PROGRAMS OR INFORMATION AVAILABLE FROM OR THROUGH THE WEBSITE, OR THE WEBSITE ITSELF WILL BE UNINTERRUPTED OR ERROR-FREE, (C) THAT DEFECTS WILL BE CORRECTED, (D) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (E) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, (F) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (G) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE COMPUTER PROGRAMS OR INFORMATION, OR AGAINST INFRINGEMENT. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU AS THE USER. WE AND OUR AFFILIATED PARTIES SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR OTHER CONTENT AVAILABLE FROM OR THROUGH THE WEBSITE, OR THE WEBSITE ITSELF. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES SHALL NOT BE LIABLE FOR ANY COMPENSATORY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE; NOR FOR ANY THIRD PARTY CLAIMS OF ANY NATURE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE INFORMATION AND OTHER CONTENT AVAILABLE FROM OR THROUGH THE WEBSITE, AND THE WEBSITE ITSELF, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
The Website may now, or hereafter from time to time, contain links to third-party web sites. We do not control, investigate, monitor or check such web sites, we are not responsible for the computer programs available from, content in or opinions expressed at such web sites. We provide such third-party links only as a convenience to visitors of the Website, and the inclusion of a link does not imply approval or endorsement of the linked site by us. If you decide to leave the Website and access any third-party web site, you do so at your own risk.
Electronic Form. By accessing the Website or Services, you consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records.
Notices. If AdPlugg must send you additional information regarding the Website or Services or in connection with this Agreement, you consent to receiving this information electronically. AdPlugg may provide required information to you by email at any address you registered with the Website or Services or via the Website or Services themself. Notices provided to you via email will be deemed given and received on the transmission date. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. AdPlugg is not obligated to notify you if changes are made to this Agreement, so please check the terms regularly.
Forum and Jurisdiction. This Agreement is governed by the laws of the State of California, U.S.A., without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in San Diego, California; to which jurisdiction and venue you and AdPlugg each irrevocably consent.
Additional Rights and Obligations. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this Agreement does not constitute a waiver or effect that party’s rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. AdPlugg may assign rights or delegate duties under this Agreement in connection with a merger, reorganization, or sale of substantially all of its assets. This Agreement will bind successors and permitted assigns. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against you or us.
Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
Actions. Any cause of action by you with respect to the Website (and/or information, documents and other materials contained therein) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth under "WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY" above.