Effective January 13, 2021

1.-Account Eligibility

a) Be at least eighteen (18) years old and able to enter into contracts;
b)Complete the account registration process
c) Agree to these Terms;
d) Provide correct, complete, and up-to-date contact and billing information;
e) Not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a US government embargo, or that has been designated by the US government as a “terrorist-supporting” country;
f) And not be listed on any US government list of prohibited or restricted persons.

By using the Service, you represent and warrant that you meet all the requirements listed above and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

When you sign up for an account and agree to these Terms, the Agreement between you and AdCentral is formed, and the term of the Agreement (the “Term”) will begin.The term will continue for as long as you have an AdCentral account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

3.- Closing Your Account

You or AdCentral may terminate the Agreement at any time and for any reason by discontinuing your AdCentral account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your monthly prepayment for a Monthly Plan or reimburse you for unused Pay as You Go Credits. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, such as for a breach or violation of the Agreement. If your account is inactive for 24 or more months, we may terminate your account, and you won’t be entitled to a refund for a prepaid month or reimbursement. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it.

4.- Changes

We may change any of the Terms by posting revised Terms on our AdCentral Site. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Service. We may change the Service, Add-ons, or any features of the Service at any time, and we may discontinue the Service, Add-ons, or any features of the Service at any time.

5.-Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that AdCentral is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account and when you access and use the Service, is and will remain complete and accurate. We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.

6.-Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that AdCentral is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account and when you access and use the Service, is and will remain complete and accurate. We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.

7.-Subscription Plan

When you sign up for a paid monthly or yearly plan, you are required to self-select your plan (e.g., Yearly, Monthly) (your “Subscription Plan”) from those posted on our AdCentral Site based on your anticipated use of the Service. Each Subscription Plan offers different pricing and may offer different feature options. Once you select your Subscription Plan, AdCentral will never automatically change your Subscription Plan. In the event of changing your Subscription plan, you will still be charged for that entire billing cycle, and the new subscription plan will not start until the current billing cycle ends.When you sign up for a Subscription Plan, you agree to monthly or yearly recurring billing, starting on the date you sign up. Billing occurs on the same day each month, based on the date you started your Subscription Plan. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). If any part of a month is included in the term, then payment is required for the full month.

8.-Payments

All payments are made through PayPal. You agree to Paypal terms and conditions activating an account with AdCentral.

9.-Refunds

We’ll give you a refund for a prepaid month or reimburse you if we stop providing the Service and terminate your account without cause. You won’t be entitled to a refund or credit from us under any other circumstances. We may, at our sole discretion, offer a refund, discount, or credit.

10.-Charges for Add-Ons

If you use an Add-on that has a charge, then you’ll be billed that additional amount with each billing cycle for as long as the Add-on is active. Your billing cycle for an Add-on may differ from your billing cycle for your Monthly Plan or other features of the Service, and certain Add-ons may require upfront payment for their entire billing cycle.

11.-Billing Changes

We may change our fees, including our charges for Subscription Plans, at any time by posting a new pricing structure to our AdCentral Site or in your account or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.

12.-Feedback and Proprietary Rights

We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service, and you may only use our brand assets according to our Brand Guidelines.

You shall retain all right, title, and interest in and to the material, content, data, and information (including your personal information and the personal information of others) you submit to AdCentral in the course of using the Service or which AdCentral otherwise retrieves or accesses at your direction or with your permission (collectively, your “Content”).

Subject to these Terms, you grant us permission to use or disclose your content (including any personal information therein) only as necessary to provide the Service to you or as otherwise permitted by these Terms. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your content to the Service and to grant the rights granted to us in these Terms and (ii) your content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your content.

You may provide, or we may ask you to provide suggestions, comments, input, or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback and that we may use any Feedback you provide to improve the Service or develop new features and services.

13.-Privacy Policy

Your privacy is important to us. Please read our Privacy Policy and Cookie Statement for information regarding how we collect, use, and disclose your personal information and the privacy rights available to you when you use and interact with the Service.

For the purposes of European privacy laws, for much of the personal information we collect and process through the Service, we act as a processor; however, there are certain instances, as described in our Privacy Policy, where we process personal information, including content and other data from Member accounts, as a controller for important business purposes (e.g., for billing, administrative, security, and product improvement purposes).

13A.-third-party service providers

To provide and support our services, AdCentral uses trusted third-party vendors that may process yourpersonal information on our behalf. These providers are carefully selected based on their compliancewith privacy and data security standards.
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These third-party vendors are contractually obligated to handle your data securely and only for the purposes specified by AdCentral. If you have any questions about how your information is used by these vendors, please contact us at [email protected].

14.-Right to Review Content and Preferences

We may view, copy, and internally distribute content from your Campaigns and accounts to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service. We use these Tools to find Members who violate these Terms or laws and to study data internally to make the Service smarter and create better experiences for Members and their contacts. We may aggregate and anonymize data, including from your Campaigns’ Content, to create statistical information. Aggregated anonymized statistical information may be shared externally for research, marketing, or other lawful purposes.

15.-General Rules

By agreeing to these Terms, you promise to follow these rules:
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a) You’ll comply with our Acceptable Use Policy, which forms part of these Terms.
b) If you use our API, you’ll comply with our API Use Policy, which forms part of these Terms.

AdCentral doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing content. We may suspend or terminate your account if we determine, in our sole discretion, that you are either:
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an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;

a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or

a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.

AdCentral also does not allow the distribution of content that is, in our sole discretion, materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.

If you violate any of these rules, then we may issue a warning to suspend or terminate your account.

16.-Reporting Abuse

If you think anyone is violating any of these Terms, please notify us immediately. If you think anyone has posted material that violates any protected marks or copyrights, then you can notify us at [email protected].

17.- Bandwidth Abuse/Throttling

You may only use our bandwidth for your content. We provide video hosting only for your use of the Service, so you may not share or abuse our servers. We may throttle your connection through our API at our discretion.

18.-Limitation of Liability

To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the AdCentral Site; (ii) our Team and we won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.

For the avoidance of doubt, in no instance will our Team or we are liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.

19.-No Warranties

To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.

20.-Equitable Relief

You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.

21.- Equitable Relief

Your violation of these Terms may cause irreparable harm to our Team and us. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).

22.- Subpoena Fees

These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

23.- Disclaimer

Our Team and we aren’t responsible for the behavior of any third parties, agencies, linked websites, or other Members, including third-party applications, products, or services for use in connection with the Service (each, a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.

24.- Notice to US Government End User

The Software and the AdCentral Site, including all documentation, are “Commercial Items,” as that term is defined at 48 CFR §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to US government end-users:

1.- Only as Commercial Items
2.- with the same rights as all other end users, and
3.- according to the Terms.

Published and unpublished rights are reserved under the copyright laws of the United States. The manufacturer is Dev It LLC, 1818 Library St, Suite 500, Reston, Virginia 20190.

25.-Assignments

You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

26.- Choice of Law

The State of Georgia’s laws, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Service. You acknowledge and agree that any dispute related to the Agreement or the Service itself will be decided by the state or federal courts in Fairfax County, Virginia, and each party consents to personal jurisdiction in those courts.

27.- Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

28.- Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

29.- Severability

If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.

30.- Interpretation

The header text is provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.

31.- Waiver

If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

32.- No Changes in Terms at Request of Member

Because we focus on volume, we can’t change these Terms for any one Member or group.

33.- Further Actions

You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.

34.- Notification of Security Incident

If we become aware of a security incident related to our systems or databases that contain the personal information of you, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you unless we’re prevented from doing so by legal, security, or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgment or assumption of any liability or fault of AdCentral for such incident.

35.- Beta Services

From time to time, (i) we may invite you to try products or features related to our Service that are not generally available to all of our Members or the public or (ii) we may release products or features related to our Service that are identified in the App as beta, preview, pilot, limited release, or by a similar designation (collectively, “Beta Services”). Beta Services may be provided for evaluation or testing purposes only, and, therefore, may contain bugs or errors and may not be as reliable as other features of the Service. We may discontinue Beta Services at any time in our sole discretion, and we may decide not to make Beta Services generally available. For the avoidance of doubt, Beta Services are a part of the Service, and, therefore, are subject to the terms of this Agreement, including, without limitation, Sections 22 and 23.

36.- Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our AdCentral Site. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, AdCentral, 1818 Library St, Suite 500, Reston, Virginia, 20190, or any addresses as we may later post on the AdCentral Site.

37.- Entire Agreement

These Terms and any Additional Terms you’ve agreed to by enabling any Add-ons make up the entire Agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate the corresponding Add- on.