Revised as of Feburary 15, 2016
THE WEBSITE ADWERX.COM (THE “SITE”) AND RELATED PLATFORMS, PRODUCTS, AND SERVICES AVAILABLE ON OR FROM THE SITE (THE “SERVICES”) ARE OWNED AND OPERATED BY ADWERX, INC. (TOGETHER WITH ITS AFFILIATES, SUCCESSORS, AND ASSIGNS HEREINAFTER REFERRED TO AS “OUR”, “WE,” OR “US”).
BY ACCESSING AND USING THE SITE AND/OR THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”). THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING AGREEMENT. IF YOU USE THE SITE AND/OR THE SERVICES ACTING AS THE AGENT FOR A COMPANY, OR ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR ENTITY AND YOU GUARANTEE COMPLIANCE BY SUCH COMPANY OR ENTITY WITH THESE TERMS AND CONDITIONS.
WE RESERVE THE SOLE RIGHT AT ANY TIME TO MODIFY, DISCONTINUE, OR TERMINATE ANY SERVICE OR THE SITE, OR CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS AND CONDITIONS WITHOUT NOTICE. WE WILL POST CHANGES TO THESE TERMS AND CONDITIONS, IF ANY, TO THE SITE. IT IS YOUR RESPONSIBILITY TO CHECK THE SITE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SITE OR SERVICES.
- AGE RESTRICTIONS. You hereby represent and warrant that you are 18 years of age or older. The Site and Services are not intended for, or offered to, users under the age of 18.
- USE OF SITE CONTENT. All content on the Site and Services that is not User Content (as defined in Section 4 below) (the “Site Content”), is the proprietary property of us or our licensors. Subject to the terms of the Terms and Conditions, no Site Content or User Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of us or the owner of such content. Except as otherwise set forth in these Terms and Conditions, any unauthorized use of the Site Content or User Content is strictly prohibited. All trademarks, logos, trade dress and service marks on the Site are trademarks or registered trademarks of us or our licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the owner of such content.
PUBLISHING OF YOUR CONTENT AND OUR USE OF CONTENT PROVIDED BY YOU. You hereby acknowledge and agree that you are solely responsible for all materials that you approve for
publishing, display, and distribution by us in connection with the Services, or that you post, publish or distribute in connection
with the Services, including without limitation, advertisements prepared by us for you (including all information, trademarks,
and photographs contained in such advertisements), information, data, text, software, links, photographs, pictures, graphics,
video, messages, files and any other materials (“User Content”). You represent, warrant and
agree that no User Content that
you approve for publishing, display, and distribution by us, or submitted by you or through your account, will:
- violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights;
- contain libelous or defamatory material; or
- violate or encourage violation of any applicable laws, regulations, rules, professional codes, codes of ethics, administrative laws, codes of conduct or standards (including, without limitation, rules, standards or codes of conduct for non-governmental or quasi-governmental associations), e.g., federal, state, or local laws, regulations, rules, professional codes, codes of ethics, administrative laws, standards or codes of conduct applicable to realtors, real estate advertising, data protection, privacy and email communications (collectively, "Applicable Laws").
For the purpose of clarity, by paying us to publish and distribute an advertisement prepared by us for you, you are approving the publishing of such advertisement by us on your behalf. You represent and warrant that you have all legal rights necessary to publish and distribute (or necessary to have us publish and distribute) any User Content or that you own such User Content. You represent and warrant that the advertisement prepared by us for you will comply with all applicable laws, rules, and regulations. In the case of User Content that is an advertisement for a particular piece of real estate, you represent and warrant that you are the broker, or an agent to the broker, for such real estate. You hereby acknowledge and agree that we shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your User Content for any reason and at our sole discretion. You hereby acknowledge and agree that we may, at our sole discretion, disclose your User Content in order to: (i) comply with law enforcement, court orders, or the legal process; (ii) protect the rights and safety of individuals; and/or (iii) settle disputes over intellectual property ownership.
Adwerx Ads for your sphere
Adwerx's Ads for your sphere feature enables you to create a target audience using your data such as email addresses and phone numbers. When using Adwerx's Ads for your sphere feature, your data is hashed into anonymous strings (the "Hashed Data") and passed to our ad partners to be used to create your custom audience for ad targeting. In the process of using this feature, you agree to the following:
- Hashed Data is a subset of User Content and subject to all the restrictions and obligations related to User Content. In addition, you represent and warrant that you have provided appropriate notice to and secured any necessary consent from the data subjects whose data will be hashed to create the Hashed Data, including as needed to be in compliance with all Applicable Laws. If you have not collected the data directly from the data subject, you confirm, without limiting anything in these terms, that you have all necessary rights and permissions to use the data provided to us.
- You confirm that the Hashed Data does not relate to or include data about any data subject who has exercised an option that you have, directly or indirectly, committed to honoring or provided, to opt out of having that data used by you or on your behalf for targeted advertising. To the extent a data subject exercises such an opt-out after you have used data relating to that data subject to create a custom audience, you agree to remove that data subject from the custom audience.
- The Hashed Data from data you provide to us will only be used for the matching process, will not be shared with third parties or other advertisers and will be deleted promptly after the match process is complete. Adwerx will maintain the confidentiality and security of the Hashed Data, including by maintaining technical and physical safeguards that are designed to (a) protect the security and integrity of data while it is within Adwerx's systems and (b) guard against the accidental or unauthorized access, use, alteration or disclosure of data within Adwerx's systems. Further, Adwerx will not give access to or information about your custom audience to third parties or other advertisers, append your custom audience data to the information we have about our users or to build interest-based profiles, or use your custom audience data except to provide services to you, unless we have your permission or are required to do so by law.
- If you are providing any data on behalf of a third party, you also represent and warrant that you have the authority as agent to such party to use such data on their behalf and bind such party to these terms.
DMCA COPYRIGHT NOTICE AND REPEAT INFRINGER POLICY. We own, protect and enforce copyrights in our own creative material and respect the copyright properties of others. Materials may be made available on the Site, or through the Site or Services, by third parties not within our control. It is our policy not to permit materials known by us to be infringing to remain on the Site or Services. You should notify us promptly if you believe any materials on the Site or published or distributed by us infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act (“DMCA”), we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the Designated Agent for this Site. Contact information for the Designated Agent may be found at
the U.S. Copyright Office’s Directory of Service Provider Agents for Notification of Claims of Infringement, and is provided
324 Blackwell Street
Durham, NC 27701
Please be advised that we may provide an alleged infringer with any notice of claimed infringement, including notices of claimed infringement submitted by you under the DMCA, and any communications related thereto. We may also provide any counter notifications received under the DMCA, and communication related thereto, to the provider of the original notice of claimed infringement. All notices and communications provided by you to us become our property and you hereby grant us the right to provide such notices and communications to any third party.
If you engage in “repeat infringement” we may immediately terminate your registration and account without notice, and you will no longer be permitted access to the Site or the Services. “Repeat infringement” shall be defined as two (2) or more instances, as determined by us in our reasonable discretion, where you have infringed the copyright rights of another person.
In the event a user’s materials are removed due to a DMCA notice and then subsequently restored in accordance with the DMCA, we will treat the underlying DMCA notice as withdrawn.
We reserve the right to terminate Site accounts that are the subject of fewer than two (2) instances of infringement of the copyright rights of another person in appropriate circumstances, such as when the user has a history of violating or willfully disregarding the Terms and Conditions.
- LINKS TO OTHER WEB SITES. The Site may contain links to other web sites. We are not responsible for the content, accuracy or opinions expressed on such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on or through the Site or the Services does not imply approval or endorsement of the linked web site by us. If you decide to leave the Site and access these third-party sites, you do so at your own risk.
SERVICE FEES. Certain parts of the Site may be accessed and used without charge. For use of certain Services, you are required to pay applicable fees which may change from time to time subject only to your right to terminate such Services in accordance with the terms thereof. Fees vary by Service. Current fee schedules are available on the Site. You are responsible for payment of all applicable fees incurred by your Site account. All fees due from you to us hereunder, including to the extent applicable, quarterly subscription fees, annual subscription fees, one-time product purchase fees, recurring fees, quarterly and annual renewal fees, third-party fees, applicable taxes, and charge-back fees are referred to herein as “Service Fees”. We do not collect a sales and or use tax on the sale of Services to you. If any tax is to be paid to state or local governments by a purchaser of our Services, it is your responsibility to report and make such tax payments in compliance with all applicable laws. In the event that we collect any taxes on the sale and or use of Services, such taxes will be itemized separately on your invoice.
You agree that we may charge all Service Fees to the payment method (e.g., credit card, PayPal account, debit card, etc.) you have provided in your Registration Information. You are responsible for the timely payment of all Service Fees at the time the Services are ordered by you. It is your responsibility to notify us if your payment method has changed by making the appropriate changes to your account settings. If you do not provide a valid payment method, or if your designated payment method is determined by us to be inactive for any reason, we may immediately discontinue providing Services to you. Purchases will appear on your credit or debit card statements as “Adwerx4*.” You agree not to cause your credit or debit card company to reverse or “chargeback” any Service Fees charged in accordance with these Terms and Conditions; and in the event you do so, we may terminate your use of the Site and Services, and you agree to reimburse us for any costs incurred in responding to such chargeback, including, without limitation, our actual costs paid to the credit or debit card company, including chargeback fees, and the value of the time our employees spend on the matter as determined in our discretion in good faith.
We have the right to change your billing period at the renewal of your current contract, such that the new billing period results in an equal or lower effective monthly rate compared to the current contract. For example, Adwerx may decide to provide additional payment flexibility to customers who have been active subscribers for a year by offering the same discounted Annual plan, paid on a Quarterly basis.
REFUND POLICY. We want you to be satisfied with the Services.
However, when you purchase Services from us, we make a commitment to our advertising partners for the length
of your campaign. Because we are making this commitment on your behalf, and incur costs as a result,
we do not offer refunds for the Services once you have purchased them.
However, in two limited situations we may provide a refund:
Product malfunction. In order to be considered a “product malfunction” the user must report the malfunction to
email@example.com while the Services are still active,
and the product malfunction must be verified by us. The final determination as to whether a report qualifies as a product malfunction is at our sole and absolute discretion.
- We are a local awareness advertising tool. The Services are functioning properly when they deliver localized ad views. The Services are not designed to be a direct "lead generation" tool. As such, if your campaign does not deliver leads or phone calls to you, that does not qualify as a product malfunction.
- We use digital advertising best practices to geographically target your ads according to your computer's IP address. This advertising technology may not be accurate one hundred percent of the time and your ads may occasionally appear in neighboring zip codes. In this event, your ad is still targeted to the correct zip codes, but the industry standard technology that translates an IP address into a zip code has provided a false positive. Because your ad is targeted properly by us, this does not qualify as a product malfunction.
- The sale of advertising views is an approximation and we do not represent, warrant, or guarantee that an exact number of advertising views will be provided.
- Billing error. In order to be considered a “billing error” the user must provide either: (i) the cancellation confirmation number; or (ii) must forward the cancellation confirmation email to firstname.lastname@example.org. The cancellation confirmation number or the cancellation confirmation email must show that the user canceled the Services before (not on or after) the renewal date on file for the Service in question.
If you elect to cancel the Services early, we do not provide a refund for the remainder of the quarter, year, or billing period for the canceled Service.
- Product malfunction. In order to be considered a “product malfunction” the user must report the malfunction to email@example.com while the Services are still active, and the product malfunction must be verified by us. The final determination as to whether a report qualifies as a product malfunction is at our sole and absolute discretion.
- You may terminate your use of the Site at any time. You may terminate these Terms and Conditions with respect to any Service provided you have paid all applicable Service Fees by effecting a termination from your account.
- We may cancel your user registration and terminate your use of the Site or Services at any time with or without cause, in our sole discretion, and with or without notice, including for your failure to make any payment when due or your breach of your representations, warranties, and covenants in these Terms and Conditions; provided, however, that we have no obligation to monitor your use of the Site or Services.
- We may delete any of your User Content, information, or other data from the Site or Services at any time, and we have no obligation to maintain copies of any deleted information.
- Any provisions of these Terms and Conditions that by their nature should continue after termination of your use of the Site or any Services will continue to apply even after the expiration or termination of these Terms and Conditions or your use of the Site or any Services.
- LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY WARRANTIES FOR THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES; AND (B) TEN DOLLARS ($10). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNITY. You agree to indemnify and hold us and our directors, officers, agents, contractors, affiliates, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of:
- your breach of any representations or warranties made by you hereunder or your breach of the Terms and Conditions;
- your use of the Services or the Site in violation of the Terms and Conditions; or
- your violation of any law or the rights of a third party.
You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against us for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Site or the Services.
DISCLAIMER OF WARRANTIES. We are not responsible for any incorrect or inaccurate content published on the Site or in connection with the Services, including User Content published by users (or published by us on behalf of users) of the Site or the Services. We are not responsible for the conduct, whether online or offline, of any user of the Site. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site or the Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site, including injury or damage to any person’s computer related to or resulting from participating or downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Services, the Site or any content published on the Site (whether or not Site Content, User Content, or other content). THE SITE, THE SERVICES AND ALL CONTENT ON THE WEBSITE ARE PROVIDED “AS-IS” AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES.
WE ARE NOT RESPONSIBLE FOR ENSURING THAT USER CONTENT PUBLISHED BY USERS (OR PUBLISHED BY US ON BEHALF OF USERS) OF THE SITE OR THE SERVICES COMPLIES WITH APPLICABLE ADVERTISING LAWS, RULES OR REGULATIONS, AND WE OFFER NO WARRANTY THAT ANY SUCH USER CONTENT SHALL COMPLY WITH APPLICABLE ADVERTISING LAWS, RULES OR REGULATIONS. WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY APPLICABLE ADVERTISING LAWS, RULES OR REGULATIONS.
WE OFFER YOU NO GUARANTEE OF INCREASED LEADS OR PHONE CALLS AS A RESULT OF THE DISPLAY OF ADVERTISEMENTS PREPARED BY US FOR YOU.
THE SALE OF ADVERTISING VIEWS IS AN APPROXIMATION AND WE DO NOT REPRESENT, WARRANT OR GUARANTEE THAT AN EXACT NUMBER OF ADVERTISING VIEWS WILL BE PROVIDED.
- GOVERNING LAW. The Terms and Conditions shall be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, the Terms and Conditions shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-567.1 et seq. (the “Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to the Terms and Conditions shall be brought and heard either in the North Carolina state courts located in Wake County, North Carolina, or the federal district court for the Eastern District of North Carolina located in Raleigh, North Carolina. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
- MISCELLANEOUS. The Terms and Conditions set forth the entire agreement between you and us pertaining to your use of the Site and the Services. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. Our failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. Nothing in these Terms and Conditions shall be deemed to confer any third-party rights or benefits. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms and Conditions, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise.
© 2018 Adwerx, Inc. All rights reserved.