These AdTol Advertising Terms ("Terms") are entered into by "AdTol" and the entity executing these Terms or that accepts these Terms electronically ("Customer"). These Terms govern Customer's participation in AdTol's advertising programs and services. In consideration of the foregoing, the parties agree as follows:
Customer authorizes AdTol and its affiliates to place Customer's advertising materials and related technology on any content or property provided by AdTol or its affiliates on behalf of itself or, as applicable, a third party ("Partner"). Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (e.g., keywords) ("Targets"), (iii) Properties to which Creative direct viewers (e.g., landing pages) along with the related URLs and redirects ("Destinations") and (iv) services and products advertised on Destinations (collectively, "Services"). The Program is an advertising platform on which Customer authorizes AdTol or its affiliates to use automated tools to format Ads.
Customer will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any Program security measure.
Unless a Policy, the Program user interface or an agreement referencing these Terms (an "IO") provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or IO. Customer must effect cancellation of Ads online through Customer's account("Ad Cancellation Process"). AdTol will not be bound by a Customer provided IO.
Customer warrants that (a) it holds and hereby grants AdTol, its affiliates, and Partners, the rights in Creative, Destinations and Targets for AdTol, its affiliates and Partners to operate the Programs and (b) all information and authorizations provided by Customer are complete, correct and current. Customer authorizes AdTol and its affiliates to automate retrieval and analysis of Destinations for the purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which Customer advertises in connection with these Terms ("Advertiser").
Customer will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by AdTol, within a commercially reasonable time period specified by AdTol.
Any and all deposits are NON-REFUNDABLE.
Disclaimers. EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND AdTol, ITS AFFILIATES, AND PARTNER PROPERTIES ARE PROVIDED "AS IS" AND AT CUSTOMER'S AND ADVERTISER'S OPTION AND RISK AND NONE OF AdTol, ITS AFFILIATES OR AdTol'S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER'S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO AdTol BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
Indemnification. Customer will defend, indemnify and hold harmless AdTol, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and breach of these Terms by Customer. Partners are intended third party beneficiaries of this Section.
Term. AdTol may add to, delete from or modify these Terms at any time without liability. The customer should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. Either party may terminate these Terms at any time with notice to the other party. The parties agree to waive any provisions of local law which may limit, restrict, require a court order or otherwise inhibit AdTol's ability to terminate these Terms at its sole discretion. AdTol may suspend Customer's ability to participate in the Programs at any time. In all cases, the running of any Customer campaigns after termination is in AdTol's sole discretion.