Terms and Conditions
TERMS AND CONDITIONS
BINDING EFFECT
This agreement (“Agreement”) is a binding agreement between you (“you”) and Jon Penberthy Marketing, LTD, a Kent private limited company, (“adclients,” “Company,” “we” or “us”). AdClients is an Alias under the private limited company Jon Penberthy Marketing LTD. By using the site at www.Adclients.com (the ‘Site’) or any information, materials, images, graphics, data, text, files, links, software, messages, communications, content, organization, design, compilation, magnetic translation, digital conversion, HTML, XML, Java code and other content related to the Site (collectively ‘Content’) or services provided in connection with the Site (the ‘Service’), you agree to abide by these Terms of Use, as the Company may amend them from time to time in its sole discretion. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.
REFUND POLICY / CANCELLATION
AdClients is committed to providing each customer with exceptional service. We want you to feel comfortable about transacting business with us. Due to the nature of our business and the accessibility of our products some of our programs have different refund and cancellation policies. Please find the complete details in the "refund policy" section of adclients.com.
If you are not completely satisfied with the product you have paid for, you may contact support@adclients.com and we will look into your request.
PRIVACY POLICY
The company respects your privacy and permits you to control the treatment of your personal information. A complete statement of the Company’s current privacy policy (the “Privacy Policy”) can be found on the privacy policy section on adclients.com.
PROGRAM-SPECIFIC TERMS AND CONDITIONS
These terms are generalized for full terms and conditionals for a specific program you purchase please request them at support@adclients.com. Please note upon purchase the agreement must be signed on part of the client.
LICENSE
All intellectual property rights in or arising out of or in connection with Adclients website, Programs and AdClients Materials will be owned by Adclients solely. AdClients hereby grants the Client with a revocable, nonexclusive royalty-free license to use Adclients intellectual property for the duration of a Program the client has purchased. Any intellectual property the client makes using materials from Adclients programs and materials are owned solely by the client. You acquire no rights or licenses in or to any trademarks, service marks, trade names or copyrights displayed on the Site. You may not reproduce, republish, distribute, assign, sublicense, retransmit, sell, or prepare derivative works of the Site or Content, or resell or make our Service available to others. All rights in and to the Site, Service and our Content not expressly granted in this Agreement remain in us or in our licensors.
You acquire no ownership or other interest in, or another license to, any patent, copyright, trademark, trade secret or other intellectual property right or to the Content owned by AdClients. You acquire no rights or licenses in or to any trademarks, service marks, trade names or copyrights displayed on the Site. You may not reproduce, republish, distribute, assign, sublicense, retransmit, sell, or prepare derivative works of the Site or Content, or resell or make our Service available to others. All rights in and to the Site, Service and our Content not expressly granted in this Agreement remain in us or in our licensors.
When accessing the Site or using the Content or Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service, Content and Site is at all times governed by and subject to laws regarding intellectual property ownership. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding intellectual property ownership and use, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit, or that is provided or transmitted using your user name. The burden of proving that any content does not violate any laws or third party rights rests solely with you.
If you use the Site or our Service in a manner that exceeds the scope of this license or breaches any relevant agreement, your license shall terminate immediately.
CONFIDENTIALITY
Client Data shall at all times remain the property of the Client or its licensors. Except to the extent Adclients has direct obligations under data protection laws. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity, and legality of the Client Data and that its use (including use in connection with any of our Programs) complies with all applicable laws and Intellectual Property Rights. If AdClients becomes aware of any allegation that Client Data may not comply with the Acceptable Use Policy AdClients shall have the right to permanently delete Client Data that is suspected of being in breach of any of the foregoing from any of the Programs and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful Adclients shall notify the Client before taking such action on. Within 60 days of the earlier of the end of the provision of a client signing up to a Program (or any part) relating to the processing of the Client Data, unless otherwise set out in the Contract or subsequently agreed in writing, the Client hereby instructs that AdClients shall securely dispose of such Client Data processed in relation to the Program (or any part) which have ended except to the extent that any Applicable Law (as defined in the Data Protection Addendum) requires AdClients to store such Client Data.
AdClients shall maintain the confidentiality of the Client Data and shall not without the prior written consent of the Client or in accordance with the Contract, disclose or copy the Client Data other than as necessary for the performance of the Program or its express rights and obligations under the Contract. AdClients shall implement technical and organizational security measures in accordance with [the Informa on Security Addendum].AdClients undertakes to disclose the Client Data only to those of its officers, employees, agents, contractors, and direct and indirect subcontractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Contract or as otherwise reasonably necessary for the provision or receipt of the Program, and shall be responsible to the Client for any acts or omissions of any of the persons referred to. In respect of the confidentiality and security of the Client Data as if they were AdClients own. The provisions of this clause shall not apply to information which: is or comes into the public domain through no fault of AdClients, its officers, employees, agents, or contractors. is independently developed by Expert Elite (or any of its Affiliates or any person ac ng on its or their behalf), without access to or use of such information; or the client is required by law, by court or governmental or regulatory order to be disclosed, that above clauses shall not apply to protected data. This clause shall survive the termination or expiry of the Contract for a period of 10 years. Any Client Data is Protected Data, AdClients shall ensure that such Client Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of AdClients obligations under the Data Protection Addendum.
You agree that all originals and any copies of the Confidential Information remain the property of Company. You shall reproduce all copyright and other proprietary notices, if any, in the same form that they appear on all the materials provided by us, on all permitted copies of the Confidential Information made by you. You agree to return all originals and copies of all Confidential Information in your possession or control to us at its request.
USE OF THE SITE, CONTENT AND SERVICE
You may only use the Site, Content and Service to promote your existing business, as expressly permitted in writing by us. You may not cause harm to the Site or Service. Specifically, but without limitation, you may not: (i) interfere with the Site, Content or Service by using viruses, programs, or technology designed to disrupt or damage any software or hardware, or which attempts to assess the vulnerability of, or actually violates, any security feature; (ii) access any content or data not intended for you, or log into an account or server that you are not authorized to access; (iii) modify, create derivative works, reverse engineer, decompile or disassemble any technology used to provide the Site or our Service; (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site or our Service, except in the operation or use of an Internet ‘search engine,’ hit counters, or similar technology; (v) collect electronic mail addresses or other information from third parties by using the Site or our Service; (vi) impersonate another person or entity; (vii) engage in any activity that interferes with another user’s ability to use or enjoy the Site, or content or our Service; (viii) assist or encourage any third party in engaging in any activity prohibited by this Agreement; (ix) co-brand the Site, or content or our Service; (x) frame the Site or Service; (xi) hyper-link to the Site or Service, without the express prior written permission of an authorized representative of Company; (xii) use the Site, Content or Service, in whole or in part, for any purpose that is unlawful, immoral, or prohibited by this Agreement or any applicable local, state, or federal law, rule, or regulation; (xiii) use the Site, Content or Service in any manner that could damage, disable, overburden, or impair the Site or Service; (xiv) circumvent, or attempt to circumvent, any security feature of the Site; (xv) upload, e-mail or otherwise transmit to or through the Site or Service, any advertising, promotional, or other unauthorized communication, including, without limitation, ‘junk mail,’ ‘surveys,’ unsolicited e-mail, ‘spam,’ ‘chain letters,’ or ‘pyramid schemes;’ or (xvi) incorporate data from any of our databases into any emails or other ‘white pages’ products or services, whether browser- based, based on proprietary client-side applications, or web-based, without our prior, express and written consent.
You agree that you will not make any derogatory statements, either oral or written, or otherwise disparage us, our products, employees, services, work or employment, and will take all reasonable steps to prevent others from making derogatory or disparaging statements. You agree that it would be impossible, impractical or extremely difficult to fix the actual damages suffered by reason of a breach of this paragraph, and accordingly hereby agree that Company may determine to recover damages sustained by reason of each such breach, without prejudice to Company’s right to also seek injunctive or other equitable relief.
If you purchase any of our products or services, you agree that your use of the product or service is limited by this Agreement as well.
TESTIMONIALS
All testimonials and endorsements comply with Federal Trade Commission ‘FTC’ guidelines and other applicable laws and regulations. Claims about a product’s performance or quality must be based on actual experiences. You must disclose connections between yourself and an advertiser that is unclear or unexpected to a customer (for example, whether there is a financial arrangement, employment arrangement, or ownership interest). Disclaimers and disclosures must be clear and conspicuous when used and must be used properly as to comply with FTC guidelines.
INAPPROPRIATE CONTENT
You agree not to upload, download, display, perform, transmit, or otherwise distribute any material or content that (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening; or (ii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation or this Agreement. Company reserves the right to terminate your receipt, transmission or other distribution of any such material or content using the Service, and, if applicable, to delete any such material or content from its servers. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
Company reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site and Service. If Company determines, in its sole and absolute discretion, that a user has or will breach a term or condition of this Agreement or that such transaction or communication is inappropriate, Company may cancel such transaction or take any other action to restrict access to or the availability of any material or content that may be considered objectionable, without any liability to you or any third party.
COPYRIGHT INFRINGEMENT
Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site, in the Content or with the Service. Company has adopted a policy that provides for the immediate suspension or termination of any Site or Service user who is found to have infringed on the rights of Company or a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit or disable the material in question, you must provide Company with all of the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
c. Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
d. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
e. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For this notification to be effective, you must provide it to the Company’s designated agent at:
Services will be provided by:
Jon Penberthy Marketing, LTD / AdClients
Suite 2 Orchard House, Orchard Street Canterbury kent
Effective Date: April 2, 2014
ALLEGED VIOLATIONS
The company reserves the right to suspend or terminate your use of any Service or the Content or Site. To ensure that Company provides a high-quality experience for you and for other users of the Site, Content and Service, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights or other unauthorized uses of the Site, Content or Service. The company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to suspend or terminate your account or your access to the Site immediately, with or without prior notice to you, and without liability to you, if Company believes that you have violated any of this Agreement, furnished Company with false or misleading information, or interfered with use of the Site, Content or the Service by others.
FULL POWER AND AUTHORITY
You represent and warrant that: (i) you have the full power and authority to enter into and perform under this Agreement; (ii) execution and performance of this Agreement does not constitute a breach of, or conflict with, any other agreement or arrangement by which you are bound; (iii) the terms of this Agreement are legal, valid, and binding obligation, enforceable against you; (iv) all content you create to promote Company, its Site, the Content or Service was created without any contribution of any kind from Company including, without limitation, editorial control or approval, that any suggestions regarding content received from Company are made ‘as-is’ and without any warranty; and that you have had all marketing materials created by you reviewed by competent legal counsel and solely assume all responsibility for it; (v) you are at least 18 years of age, (vi) your use of the Site and Content is legal in, and does not violate any laws or rules of, the jurisdictions in which you reside or from which you use or otherwise access the Site, (vii) all information (if any) provided by you to us is correct, (viii) your use of the Site, Content and Services shall be in accordance with this Agreement and your Affiliate Agreement and the Policies and Procedures of Company if you are an affiliate and (ix) you are capable of assuming, and do assume, any risks related to the use of the Site, Content and Services.
DISCLAIMER OF WARRANTIES
THE COMPANY HEREBY MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT, AND THE SERVICE. THIS INCLUDES, WITHOUT LIMITATION, ANY AND ALL WARRANTIES EXPRESS AND IMPLIED, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING; ANY LIABILITY WITH REGARD TO THE SITE, CONTENT AND SERVICES; AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN ANY SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL CONTENT, SERVICES, SOFTWARE AND PRODUCTS ARE PROVIDED ‘AS IS,’ ‘WITH ALL FAULTS,’ AND ‘AS AVAILABLE.’ WE DISCLAIM ALL WARRANTIES,
YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR SERVICE.
WE ARE NOT RESPONSIBLE FOR INTERRUPTED, INACCESSIBLE OR
YOU AGREE THAT:
You are the owner, director, manager or executive office of an existing business, and you will use the Service, Content and Site only for purposes of enhancing your existing business.
You will not use the Site, the Service or the Content to start a new business. You acknowledge that the Site, the Content and the Service are not intended for use in starting a new business. Starting a new business involves complexities that are not addressed by the Site, the Service or the Content.
The Company does not and will not offer you advice regarding locations for your business, provide customers or accounts for your business, or purchase from you any services or products you create using the Site, the Content or the Service.
The Company does not, and will not, tell you or advise you how to operate your business, including without limitation not providing you any sales or marketing plan for your business.
TERMINATION
You agree that Company may suspend or terminate your use of the Site or Service, in its sole discretion, including without limitation, if Company believes, in our sole and absolute discretion, that you have breached any term of this Agreement or, if you are an affiliate with Company, your Affiliate Agreement or Company’s Policies and Procedures. You acknowledge and agree that Company shall not be liable to you or any other party for said suspension and termination.
Upon termination, your license to use the Site, Content or Service and everything accessible by or through the Site, Content or Service shall terminate and the remainder of this Agreement shall survive indefinitely unless and until we chose to terminate it.
Upon termination of any part of this Agreement for any reason, we shall make reasonable efforts to ensure that your User Content is inaccessible and cease use of it; however, you acknowledge and agree that: (i) caching of, copies of, or references to the User Content may not be immediately removed or possible to remove; (ii) such removed User Content may continue in backups (not available to others) for a relatively short period of time; and (iii) due to re-blogging capabilities, such removed User Content may continue to be available (and stored on our servers) through the accounts of other subscribers.
NOTICES
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.K. Mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to us, you must use the following address: Jon Penberthy Marketing, LTD.,Suite 2 orchard house, orchard street Canterbury CT2 8AR. If Company provides notice to you, Company will use the contact information provide by you to us. All notices will be deemed received as follows: (A) if delivery by U.K. mail, seven business days after dispatch, (B) if by overnight courier, on the date receipt is confirmed by such courier service, or (C) if by electronic mail, 24 hours after the message was sent, if no ‘system error’ or other notice of non-delivery is generated. If applicable law requires that a given communication be ‘in writing,’ you agree that email communication will satisfy this requirement.
INDEMNITY
You agree to indemnify, defend, and hold Company, its managers, members, officers, directors, employees, consultants, agents, and representatives harmless from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorney’s fees and related costs, which (i) arise or in part from your negligence or wrongful act(s) or omission(s); (ii) arise from or are related to a breach you have any express warranty contained herein; or (iii) failure to comply with this Agreement. We have no duty to reimburse, defend, indemnify, or hold you harmless resulting from, relating to, or arising out of, this Agreement, the Site, Content or Service, or your access to or use of the Site, Content or Service.
If an action is brought against Company in respect to any allegation for which indemnity may be sought, Company will promptly notify you of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to you at your expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim.
Company agrees that you will have sole and exclusive control over the defense and settlement of any such third party claim. However, you agree not to acquiesce to any judgment or enter into any settlement that adversely affects Company’s rights or interests without the prior written consent of Company.
GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of the United Kingdom and the County of Kent, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Kent in all disputes arising out of or related to the use of the Site, Content or Service. In the event of a dispute between an affiliate and Company arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through confidential, nonbinding mediation as more fully described in the Policies and Procedures. Company shall not be obligated to engage in mediation as a prerequisite to disciplinary action against an Affiliate. If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures.
Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or affiliate lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award. You waive any requirement of posting a bond in connection with such an action brought against you.
These Terms of Use do not limit any rights or remedies that we or our suppliers, licensors or other similar entities, may have under trade secret, copyright, patent, trademark or other laws.
SEVERABILITY; WAIVER
If, for whatever reason, a court of competent jurisdiction finds any term or condition in this Agreement to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
MODIFICATIONS
Company may, in its sole discretion and without prior notice, (i) revise this Agreement; (ii) modify the Site, Content or the Service, and (iii) discontinue the Site, Content or Service at any time for any reason. Company shall post any revision to this Agreement to the Site, and the revision shall be effective immediately upon such positing. In the event of substantive changes to this Agreement, the new terms will be posted to the Site. If any modification is unacceptable to you, your only recourse is not to use the Site and Service and to request an immediate termination of your membership. Your continued use of the Site, Content or the Service following positing of a change notice or new Agreement on the Site will constitute binding acceptance of the changes.
MISCELLANEOUS
This Agreement will be binding upon each party hereto and its successors and permitted assigns. This Agreement will not be assignable or transferable by you without Company’s prior written consent. This Agreement, and the related policy statements referred to herein, contains the entire understanding of the parties regarding use of the Site, Content and Service, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding the same. Any rights not expressly granted herein are reserved. No agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. The provisions of this Agreement addressing disclaimers of representations and warranties, indemnity obligations, intellectual property and governing law shall survive the termination of this Agreement.
BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY THE AGREEMENT, AS AMENDED FROM TIME TO TIME.