TERMS OF SERVICE AGREEMENT
Lets Sponsor To Our Direct Clients
Primary Users – Client Admin – Sub Admin
(See separate Terms Of Service to the 3rd party public)
Dated as of March 3, 2017
Lets Sponsor is also known as LetsSponsor.com, AdBook.Org, AdBookOnLine.com, SchoolAdBook.com, TeamAdBook.com and AdBook, LLC, (herein also known as the Company or Lets Sponsor, our, us or we), is unique in its own online technology and thus has a unique term of use between the Company and its clients, on the one hand, and, on the other hand, for the public via our clients. The Company provides our clients (and through our clients, to the public) with online based, fundraising and sales ecommerce web systems and platform. By one method we create web sites for our clients to use, design, populate, promote and enhance their message and solicit funds to their 3rd party public clients. The company's innovative technology provides people and organizations an effective way to provide content and raise money, often in relation to events. The Company hopes to provide the opportunity for our client’s supporters to give and be recognized by our clients as either sponsor, personally or by sharing their experiences in photos.
The Company provides web-based services to you, our clients to interact with your 3rd party end users. The 3rd party end users are 3rd parties to the Company (the 1st party) in so far as they are users by you, our 2nd’ party, clients and not directly to us. 3rd party end users may, but are not limited to be, related to the you as members, supporters, sponsors, donors, customers, visitors, viewers, your privies, associates, family, staff, volunteers or the general public. The Company’s web based services makes a “Super-Admin” for the Company with the ability to create sub-admins also known as “Client-Admin” web sites and controls to our clients for your individual web services for the client(s) for you to make, control and use with 3rd party users. The Company’s Super-Admin” creates “Sub-Admins” for clients allowing you to design and create your own web-based service for your own users. The 3rd party users or customers of each site are also known as end-users. These end users are and remain a 3rd party to the Company. Any party that is not our direct customer for the creation of web services is deemed to be a 3rd party for the purposes of this agreement. 3rd parties are your sole responsibility.
The following diagram is provided in order to depict the relationship between the Company, you, the client and their 3rd party.
The Company ß ------- à Our Client(s) ß------à 3rd Party.
Our Client, you, the Sub-Admins, are directly and solely responsible for any 3rd party and hereby agrees to hold the Company harmless, protect and defend the Company against any claim, loss or damage as a result of using the Company’s systems. In addition you, our Client and Sub-Admin, will pay the Company for all it’s costs and expenses including court costs and the attorneys fees in order for the Company to defend any action arising out of use of its web platform by you, the Client, Sub-Admin or the Client’s 3rd party users.
The Company’s system can accommodate (but not limited to) charities, associations and non-profit organizations or groups, theater productions, political parties, teams, events, religious groups, schools, students, individuals, associations and groups. (For instance, operating under SchoolAdBook.com you may focus on schools). The system also accommodates (but not limited to) members, donors, sponsors their associates and privies as well as the public and any type of 3rd parties. The system can accommodate registered not-for-profits as well as un-registered groups and individuals or for-profit entities. There is nothing in the system that prevents registered or unregistered groups, companies or people for any particular tax treatment and the Company makes no representations or warrantees that its users or you have any particular permit, permission, registration or tax-exempt status. The company presumes no particular tax-treatment for customers or any 3rd party such as sponsors or donors, for personal or business use. The company makes no distinction and presumes no status as to weather a use or payment is for the ordinary business purpose for consideration such as an advertisement or sponsorship, or as a gift or charitable donation. We make no recommendation as to if you issue a receipt for a business expense or tax letter. Our system creates an automatically generated receipt for transactions that may, and should be, customized to reflect what ever status or duel purpose you dictate, advise or consider a transaction. However any solicitation for equity or investment is strictly forbidden and may very well be illegal. You and all clients, 3rd party and users are encouraged to consult primary sources as well as your own professional legal and tax counsel in connection with use of this product or service and any receipt you provide your 3rd party payers. ADBOOK LLC makes no claim, offers no advice and provides no service as a legal nor tax professional. ADBOOK LLC makes no claim as to any price, real or commercial value of any fee, service, “ad” or “sponsorship” vs. a gift or donation. The ADBOOK LLC system may offer different pricing and services its various clients including for self-declared professional not-for-profit groups as opposed to other clients or individual’s. The company can be seen as, or creator of, a sort of “crowd funding” site for you and you are obligated and governed to comply with any related laws or rules and you are prohibited from raising money for any venture, company or investment. Raising money is highly regulated and you should not use the site we create for you to engage in tortious or illegal activity. You should stipulate on the site we create for you that you are NOT engaged in any such tortious or illegal activity. There are also crowd-funding sites that serve charities. Although you (our clients) may be a charity this (or the sites we create for you) is not a charity fundraising site in all instances. If you are a charity then you should make that clear on your site and in the automatic recipes that are issued with each transaction. We are not professional fundraisers. You should stipulate on your site and be governed accordingly if you are a professional fundraiser. We are not professional fundraisers and do not offer that service. There are also crowd-funding site that are rewards based. There are sites where funds are provided as a gift or offering a premium or reward. We/you can be perceived as a reward based crowd funding in so far as the reward or premium that is given to those who give is promotional consideration or an ad. The promotional recognition for giving to you is, at least, a promotional consideration premium or reward in and of itself, however nominal its real or perceived value. The distinction if our site offers a premium or reward is one that you alone deem proper and appropriate.
The ADBOOK LLC sites are currently offered in an initial phase of development as a BETA test prior to a full and final version The BETA Test is inherently less complete or stable than a full and final release will be. There is no representation as to the completeness, fitness, use of function for any particular use and none should any be relied on. If you are reading this you agree to be a BETA test user under the terms set forth below. The BETA test terms are hereby made a part of these Terms Of Service.
The website we create for you, including the root site, Admin or Sub-Admin, sub-domain and its pages are covered by this agreement and should be governed accordingly. Your use of the site and its service constitutes your agreement to all such terms, conditions, and notices, all of which may be changed without notice and may, from time to time be posted on your web site or Sub-Admin. In addition, when using particular Company services, you will be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time on our web sites. All such guidelines or rules are hereby incorporated by reference into the TOS. The Company may also offer other services from time to time that are governed by different Terms of Services. To the extent that the specific posted guidelines, rules, or Terms of Services on a particular web page contradict the Terms of Services contained here, the most current posted guidelines, rules, or Terms of Services on the particular web page will rule, govern and control. TOS may vary with different users and there is no representation that your TOS will be the same as any other client or user of ours nor to 3rd parites.
The online public listing is an automated system that may optionally require approval and filters by you before or after content is published. You are fully responsible for any and all content posted or allowed to appear on your site by you or any 3rd party user. The service may allow automatic posting as well as preview posting. In any event it is your responsibility to manage content including but not limited to taking down or deleting posted content upon proper notice, and or if it is offensive, pornographic, foul, objectionable, salacious, illegal, violates any privacy or copywrite, subversive, or disparaging or unflattering of us, The Company.
The system allows for you to charge for ads, personal profiles or pictures or to turn off the payment function. The system we create for you allows you to put in payment levels, colors, titles and amounts to raise money however you designate. You, and not us, are liable for the title, color and amount of any level of giving, or none at all. We do not advise or suggest giving levels, prices, titles or colors and those are your sole responsibility. We do take a percentage of dollars raised. Although you may post any prices you want they may not be below $10.00. You are not permitted to circumvent charging for levels by pricing levels at less than $10.00. We do not guarantee that you will raise any money for any reason through using the site we provide for you. The price levels you select may bear a direct impact on the amount of money you may raise. Use your judgment on the rates you charge. Although we take a percentage of the amount raised we make no suggestion or representations on rates you charge. We believe that the more you promote your site the more likely it is to raise more money. We are not obligated to promote your site at all.
To subscribe to other or new Company web pages, you may or may not be able to subscribe separately at each new web page while using the same or different account, name, user ID and or password. In any event this TOU will rule and govern you, by what ever name and to the greatest extent.
You understand and agree that the service may include “ads” or “advertisement” as generally defined in the US Patents No. 8,055,538 and 7,949,566, including statements of affinity, commercial or non-commercial advertisements. The use of the words “ad” or “advertisement” may have the meaning defined in those patents as well as their common use. You understand that the actual cost of an ad may not be equal to its commercial or fair market value and that those ads, as used in this system and may have their own intrinsic, personal or charitable value that is different than any other ad of its type or similar. You understand and agree that listing price, name, color or position of postings in the site may or may not be based on your definition and or the payer’s payment. The client or 3rd party may use the system to create or combine pricing levels such that the more you contribute, the higher or more notable, more recent, valuable your position and or more colorful ad or the public listing you have subscribed to as a 3rd party. The Company makes no representation as to the position, color, price, priority or features such as name, color position prices or pricing of any particular service by the user to the public 3rd party user to be located in any particular place or ranking in any web site.
The system is designed such that you can enter an ad or profile at a zero cost, despite the fact that it may also be promoted at a dollar value. Thus, in one instance you can define a giving level for, say $500, and then you can switch the price to zero. Yet you can put in an ad at any price or no price at all. There is no rule governing what price or price level you need to put in and you can change that at will, even if a 3rd party user has entered payment at another, then current, rate. One use of this system is so that you can, from time to time, create the level at zero to put in an ad or profile where you have received payment outside the system or for a sponsor or person who has given in another way or whom you do not wish to charge, and then switch it back to the prior price for others. There is nothing in the system to prevent you from adding sponsorships or profiles or photos at a zero price or changing it from time to time. We do not get paid a percentage and you do not get paid through our system for ads entered at a zero price. You may not want us paid by some or all 3rd party ads, profiles or photos and thus you may collect payment outside our system. We may some day review or revise that policy or pricing.
Currently we offer our system for free, except for a percentage fee for transactions conducted through the site. However, the length of time that you may use your site for free (except for our transaction fees) is limited to six (6) months, after which time we may charge you a hosting or maintenance fee or we can terminate, disconnect or take down your site. We may terminate, disconnect or take down your site if it is inactive for more than 30 days. We may extend your site for any length of time if we so wish, bearing in mind that you can turn off any pages any time effectively rendering your site moot.
From time to time we offer frequently asked questions (FAQ) and answers posted on the site. Likewise we offer a how to section on the site. Likewise we offer examples of other sites. We make no representation as to the efficacy of these postings. They are subject to this Agreement. They offer no hard or fast, full or complete example, explanation or answer and should not be relied upon.
You are responsible for who may visit or see the sites that you create. You can distribute the site to 3rd parties with out obligation or liability to us. You may distribute the information or access to your web site via email or web link and the Company maintains no control over how any such email or links may be distributed or redistributed. We are not bound to keep your site confidential and we are not liable for any 3rd party seeing or visiting your site, even if the site is made known or published by us. We may feature your web site and you on our Company’s web sites and promote the use of your web site ourselves or use your site as an example of our work, sales promotion or reference to the Company. We are not liable for any posting by any 3rd party on to your site nor for any amount that is or is not paid to be posted. Your site may be viewed for free by any 3rd party with no obligation to you or the Company. You may activate or deactivate any page of your web site at any time.
You, the client, will keep your own Sub-Admin site strictly confidential for use by you and your professional tax, accounting and legal services or as required by order of court of jurisdiction. You will maintain the same confidential control of your Sub-Admin site as you would for any Trade Secret. The Company is not liable for any discovery or use of your Sub-Admin site. The Company is not liable for your loss of access due to loss or change of passwords or user names. We are not liable for any discovery or use of your Sub-Admin by us or others.
The administrative site you are provided comes with a feature to allow 3rd parties entries to be held in suspension until approved and then to go live to the public. Conversely the system allows you to remove any item from its live, publically available view. This ability can be turned off and items can go live to the public automatically. In any event you, and not us, are liable for any content that makes its way into or live to the public web site of yours. We reserve the right to remove any item or content from your site for any reason and without notice. Items that are not posted to go live or are removed are not subject to refund. Items that are removed may be deleted from the system and may not be found or used again.
Any and all direct or indirect 3rd party claims, to the extent they include the Company for any reason shall have venue in the City of Chicago, County Of Cook and the State of Illinois and all meetings or business of the matter will be conducted in the City of Chicago. For any complaint by you or any 3rd party against us you will provide not less than 5 business days notice and we will have an additional 5 business days to cure any claim or default.
You are advised that we do not have cyber liability insurance and you assume all risk for matters that would be covered under an industry standard policy for any such claim. To the extent that we obtain cyber liability insurance you are not additionally insured and you are not named as a loss payee. You are required to obtain cyber liability insurance to cover loss that would be covered by an industry standard polity and to name us as additionally insured and a loss-payee to the extent we may be liable for your use of our system directly or by any 3rd party. To the extent there is liability due to loss by you or any 3rd party that would be covered by our credit card processing company, Braintree, then you will look to Braintree (A Paypal company) directly for remuneration. We will use our best efforts to cooperate with you and Braintree in order for you to seek to recover your loss associated with Braintree transactions.
You are responsible for obtaining access for your 3rd party user to the website and that access may involve third party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the website.
You agree that we may permit as many or as few 3rd party users or people as we choose to be able to subscribe and add their profile, images, blogs, and ads or sponsorships to any particular public listing site. Also, you agree that we can set and change the number of items to be displayed at a time on each page. When a sponsor’s subscription to a particular location ends, their profile's public display may end and may be deleted as well along with the entries of any of your 3rd party users.
The Company program was developed to accommodate you, our client and your 3rd party users of For-Profit Organizations and Non-Profit Section 501(c)(3) Organizations and For-Profit Organizations and their Payers agree to adhere to the same obligations as Non-Profit Organizations and their Payers. If a Section 501(c)(3) Organization is involved, Organization. Also 3rd party users, “Donors”, “Advertisers”, “Payer” contributors or “Sponsor” additionally agree to the following terms and conditions:
Any compensation received by the Company shall be in consideration for a revocable non-exclusive license that is granted to you and any 3rd party under your control to be able to use the Company technology. The fees may be flat fees and or fees related to this license may be based on a percentage of payments generated by the technology or the presentation of its content. Fees may be charged for the following, but not limited to: use, transaction, access, set up, hosting, editing, content, management, and any other types of fees.
The Company is under no obligation to fundraise for you or to act as you or your organization's agent or to be hired as an outside business to raise funds in your or your organization’s name. We have no obligation to seek, manage, restrict or abide by any 3rd party you may access our system. We are not professional fundraisers and you cannot use us or claim us as fundraisers.
In the scope of matters related to fundraising, (including but not limited to soliciting, accepting funds, and holding funds) the Company shall only be deemed as an uncompensated agent for you or any 3rd party associated with you.
The Company is not and will not be viewed as a charitable organization or trustee, commercial fundraiser, fundraising counsel, or co-venture. At any time, the request for donations and intent thereof is and shall be made only to you or a member of your organization or 3rd party. The purpose of any contribution made to you or your organization is to facilitate the operation of you or your organization. For tax-deductible information specific to your situation, you and your 3rd party users must rely on your own independent investigation and you are hereby advised to take the opportunity to seek professional legal and tax counsel or your 3rd parties counsel and consult with your own legal and tax advisors.
In some instances, Non-Profit Organizations can receive tax-exempt contributions and certain contributions may be fully or partially tax-deductible. In some instances payments may be considered an expense for advertising or promotional consideration. We do not make, offer or suggest the nature or status of any payment either by or to payer or payee. The Company platform program can and should be formatted to reflect your and your associated 3rd party user’s adherence to the applicable tax laws covering the type of user that you or they are. The Company does not represent any associated 3rd party or you or offer any legal, accounting, or tax advice or opinion. You are strongly directed to get your own professional tax and accounting advice and counsel. You should do your own complete evaluation of the standard forms that the system presupposes and not rely on the Company when making any legal or tax related decisions. No representations are made and none should be relied upon.
We provide no accounting to you or your 3rd party users. We do provide a dashboard of information and the ability to generate simple reports. We are not obligated to issue any reports, receipt or confirmation of payment. We are not obligated to discern what funds are deposited into or taken out of your account or our account or for any 3rd party. We are not obligated to provide any tax or accounting related services and we do not. We may but are not required to hold any funds and any funds that may be held or delayed are subject to our and our credit card processor’s normal and ordinary course of business. All funds that pass through our system are handled and cleared through our 3rd party credit card processing service subject to their transaction fees. As of this date that processing firm is Braintree (https://www.braintreepayments.com) but that may change at any time. You and any 3rd party agree that you are subject to the terms, conditions and normal practices of Braintree. You and your 3rd party users will hold Braintree and us harmless of any matter by or arising out of our use of this credit card processing company. All transactions are subject to a credit card clearing fee that is deducted from any 3rd party payment. Thus, at most you will receive the net amount of every transaction, less our costs and fees. All transactions through our system are also subject to our own processing fee, which is deducted from any payment through our system. Those fees, along with our profit margin on transactions are allowed to change from time to time and customer to customer by us without notice. You recognize all such fees as commercially reasonable. Our fees may be changed at any time without notice.
Acknowledgments vs. Advertising
We reserve the right to prevent or stop any payers to advertise without the Company’s consent in each instance. The term “advertise” means any message or other programming material which is broadcast or otherwise transmitted, published, displayed or distributed, in any medium, and which promotes or markets any trade or business, or any service, facility or product. Advertising includes messages containing qualitative or comparative language, price information or other indications of savings or value, an endorsement, or an inducement to purchase, sell, or use any company, service, facility or product. A single message that contains both advertising and an acknowledgment is advertising. 3rd party payments for sponsorships or personal recognition or gifts may be considered as a result of advertising.
We reserve the right to refuse any payer from posting any link to any webpage(s) that primarily serves the purpose of advertising without the Companies’ consent in each instance. Typically, a link to the homepage of a Payer is acceptable if the link is an established part of the Payer’s identity.
We reserve the right to deny any payers the right to receive any benefit other than the use or acknowledgement of the name or logo (or product lines) of the Payer’s trade or business in connection with the activities of the exempt organization. Use or acknowledgment does not include advertising as described in these terms, but may include the following: exclusive sponsorship arrangements; logos, pictures, profiles gifts and slogans that do not contain qualitative or comparative descriptions of the Payer’s actual products, services, facilities or company; a list of the Payer’s locations, telephone numbers, or Internet address; value-neutral descriptions, including displays or visual depictions, of the Payer’s product-line or services; and the Payer’s brand or trade names and product or service listings. Logos or slogans that are an established part of the Payer’s identity are not normally considered to contain qualitative or comparative descriptions.
Payer makes no arrangement and has no expectation that Payer will receive any value, return benefit other than use, pleasure, charity or acknowledgment as described above.
You rganizations shall not provide additional services or substantial benefits to payer or 3rd party that is reasonably similar to the Company system. You may not compete with the same or similar product for a period of 3 years for places within the use of the Company’s publication of its sites.
You will not give benefits to a 3rd party or payer. “Benefits” mean any benefits that are provided to the Payer or persons designated by the Payer which may include: (a) advertising as defined in these terms; (b) exclusive provider arrangements; (c) goods, facilities, services or other privileges; (d) exclusive or nonexclusive rights to use an intangible asset (e.g., trademark, patent, logo, or designation); (e) endorsement or promotion of Payer; (f) additional services; or (g) entitlement to listings in periodicals or digital periodicals.
4) You and your organization agrees to add our assigned link conspicuously to your or your organization’s website and to maintain such link there as long as you or your organization is still subscribed or paying sponsorship payments or you are specifically instructed not to include our link.
By representing oneself as a Non-Profit Organization, the Organization certifies that they are recognized under the IRS as a tax-exempt 501(c)(3) Non-Profit Organization. You and your organization agrees to post clearly on your site and notify the Company and your 3rd party payer as to and if their tax-exempt status changes.
You and your organization are obligated to screen and ensure that all content is appropriate. Appropriate content is that which is not unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or otherwise objectionable. You and your organization agree to hold the Company harmless and defend against any claim arising out of this provision. By default, you and your organization permit the Company to assist and facilitate you or your organization’s approval process. By default, you and your organization permits the Company to assist and facilitate any other task related to the Service such as customizing the site’s look and content. In this manner, you and your organization agree to allow the Company to act on your or your organization’s behalf.
We are under no obligation to issue payment by paper check. If you or your organization chooses to receive payments by means of a check sent to you in the mail, you and your organization must keep their mailing address up-to-date and agree to deposit such check no later than 3 months from the time that it was issued. If you or your organization chooses to receive payments by direct deposit, you and your organization must keep their direct deposit account up-to-date and must cooperate with the Company in setting up the transfers if we so desire. You or your organization will make monthly payments near the beginning of the next month. However, the Company reserves the amount, terms and right to change the period of payout for up to 90 days.
Unless otherwise agreed to, you and your organizations agree that the per-transaction fee may deduct their 3rd party payments for the amount agreed. In receiving and delivering payments to you or your organization, you and your organization authorizes us to act on your behalf and to pass through or hold money until the time of payout, and to deliver payments to you or the organization by means of a check sent in the mail or direct deposit via a PayPal account using PayPal's Personal Send Money to a Friend option. The frequency of payout shall be dictated by our agreement but shall not be less than 45 days. You and your organization agree to not hold us liable and agree to indemnify us for any miss-delivery or errors attributed to you or your organization or PayPal. For Direct Deposit purposes, you and your organization agree that it is your sole responsibility to set up, maintain, and secure their own payment account.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through us, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such 3rd party user, advertiser or Sponsor. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or Sponsors on the Service and you will hold us harmless, protect and defend us against any claims including our legal fees and costs.
In consideration of your use of the our service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by our on line sign up or set up process or registration form or the Companies representatives (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use or service (or any portion thereof). If the email address you supply is false, inaccurately spelt, inactive, or subject to measures that prevent the receipt of emails from the Company, you may not receive payment, information or details of your account or further important emails and your account may be terminated without notice. The Company accepts no responsibility if information is not received by both email and FedEx next day service, no signature required.
We take no responsibility, make no representation and accept no liability if emails by or on your behalf are rendered or deemed to be “spam” or are not delivered for any reason at all, including the chance that they may be blocked for reasons under our control. There is no guarantee of any speed or delay of any sent or received emails or other electronic communications for any reason, including but not limited to the high use or traffic on or related to us or our service. You are obligated to contact and resolve problem with any hosting or email service to reconcile any designation that labels or designates any email as dangerous or designated to be from an untrusted source.
The Company reserves the right to terminate your access to the service or remove content if you fail to pay the appropriate fees or charges on time.
The Company cannot be held responsible for unwanted transfers of money made as a result of your negligence and can only regret that, due to the charges involved, The Company cannot make refunds for any payments accidentally made to any 3rd party or in any false place or manner.
Please note that if your or your 3rd party user’s payment card expires, the subscription may become automatically cancelled. To avoid this, please ensure that you or they enter the new card details on your account before the old one is removed or expires. You agree to keep card details up-to-date. Braintree and or PayPal handle and keep track of recurring payments automatically. Braintree and or PayPal accounts are not managed by us and we have limited or no access to them. Please refer to the Braintree and or PayPal website for their terms and conditions. It is your responsibility to ensure that your subscription agreement remains active for the duration of the period that you wish to enjoy the benefits of the site. The Company accepts no responsibility for any failure on your part to do so or that of your 3rd party payer.
If there is a dispute between you or one of your 3rd party payers and Braintree and or PayPal or any credit card company regarding a payment that has already been made and which, as a result of, we have in good faith provided services, you will remain liable for those payments and in addition, a $150 charge per disputed payment will be paid to us and applied. You will be billed for these amounts until payment is received in full, and the highest legal rate of interest may be applied. Additional charges may also be made to take into account currency fluctuation. In the case of non-payment of over three times, your debt or outstanding balance may be passed on to a third-party debt collection agency. This may affect your credit rating or that of your related 3rd party and could result in legal action being taken against you or your organization or your 3rd party user.
There are no refunds. You acknowledge and agree that you and your related 3rd party will not be entitled to any refund under any circumstance. You agree that refunds are at our sole discretion and ability. You understand and agree that this includes any refund for any ad, profile, photo or gift that you may have provided for any 3rd party but has not bee posted to go live to the public for any reason.
You can create a member profile through the website’s registration process. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify the Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you log off from your account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply. The company does not and need not maintain a list of passwords or user names and passwords or user names, once lost, can not be recovered and thus access to an account may be impossible to obtain.
The content of the pages of this website is for your general information and use and is provided as part of the TOS and 3rd party TOS. It is subject to change without notice. This web-based business is subject to this contract agreement in each instance. We reserve the right to accept or reject or terminate any contract for services. Our service is not for everyone. We restrict our services by our own determinations in each case. We do not support and will not accept certain clients or 3rd party or relationships as a matter of conscience or belief. Our acceptance of you, any client or any 3rd party or relationship is not an endorsement of you and we are not a partner, agent, or fiduciary to you in any capacity. We both agree to be bound by the duties of good faith and fair dealing.
Despite any claims or breech under this TOS or 3rd party TOS you agree not to disparage the Company or publish any complaint. Your sole remedy under this agreement is confidential mediation, confidential arbitration or litigation that the parties agree to keep confidential in whole or in part to the greatest degree allowed and not any pubic complaint or poor rating. You understand that any disparaging complaint or rating may have damages far greater than any particular grievance. The Company reserves the right to file suite for injunctive relief in order to curtail any disparagement and to sue you for causing loss as a proximate result of any complaint that has not been filed in court.
Your use of any information or materials on this website or that of any of our groups or individual customers is entirely at your own risk, for which we shall not be liable. It is your own responsibility to ensure that any ads, statements, endorsements, promotional consideration, products, services or information made available through us meet your specific requirements or objectives.
This website contains material which is owned by or licensed to us or used with permission of our clients or users. This material includes, but is not limited to, wording, design, layout, look, logos, “UI/UX”, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. This site and all items published by the Company are subject to any and all applicable copyrights, trademarks, and patents of the Company.
Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense. You agree to act in a legal and appropriate manner at all times.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person or organization from which such Content originated. This means that you, and not the Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. The Company does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.
You understand that by using the Service, you may be exposed to Content that is offensive, indecent, objectionable, or defamatory. Under no circumstances will The Company be liable in any way for any Content, including, but not limited to, for any representation, errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available.
You, directly and you as a function of your 3rd parties agree to not use the Service to:
1) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2) harm minors in any way;
3) impersonate any person or entity, including, but not limited to an ADBOOK official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
5) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
7) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
8) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
10) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
11) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
12) "stalk" or otherwise harass another;
13) collect or store personal data about other users; or
14) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, any data on the Service, use of the Service, or access to the Service.
You acknowledge that the Company might not pre-screen Content, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, the Company and its designees shall have the right to remove any Content that violates the TOS or the 3rd party TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by the Company or submitted to The Company.
You acknowledge and agree that The Company may or may not preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS or 3rd party TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Company, its employees, agents, privies, users and the public.
You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
BY USING THE COMPANIE’S SERVICES, YOU AGREE TO ASSIGN, TRANSFER, AND CONVEY TO THE COMPANY THE ENTIRE RIGHT, TITLE, AND INTEREST OF ALL COPYRIGHTS TO ANY CONTENT THAT YOU PROVIDE TO THE COMPANY OR ANY OF ITS CLIENTS OR 3RD PARTY USERS. THIS ASSIGNMENT SHALL INURE TO THE BENEFIT OF ASSIGNEE, ITS SUCCESSORS, ASSIGNS, AND/OR OTHER LEGAL REPRESENTATIVES, AND SHALL BE BINDING UPON YOU AND YOUR RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, AND ASSIGNS. YOU WARRANT AND REPRESENT THAT YOU HAVE THE ABILITY AND RIGHT TO MAKE SUCH ASSIGNMENT AND THAT YOU HAVE NOT ENTERED INTO ANY ASSIGNMENT, CONTRACT, OR UNDERSTANDING THAT CONFLICTS WITH THIS PROVISION. THIS AGREEMENT ALLOWS THE COMPANY TO USE, CONVEY OR ALTER ANY CONTENT FOR ITS OWN PURPOSES AND ASSERT ITS OWN COPYWRITE AVALABLE TO AN ASSIGNEE.
Subsequent use of your copyright for promotional consideration is permitted by you unless you are provided with such notice otherwise. In no event will use or publishing of your copyright or private information that we come by in the normal order of business be deemed a misappropriation. You will hold us harmless, protect and defend us against any claim or cause of action by use of your copyright information in any way, including payment for our legal fees. You understand and agree that Content is limited to what we allow at any given time.
This website may also include links to other websites or web pages. These links are provided as an integral part of our business and for your convenience to provide further information. They do not signify that we endorse any webpage or the website(s). We have no responsibility for the content of the web pages or linked website(s). You may not create a link to this website from another website or document without Company's prior written consent and we can terminate any link with reasonable cause. We make no representation that we can, nor should you rely on us maintaining any link.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource. Any link that you provide to the public must resolve to an active page. You agree that links may be “no-follow” links.
You agree to indemnify and hold us, by any other name including Lets Sponsor, ADBOOK LLC and the Company, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS or the 3rd party TOS, or your violation of any rights of another.
You agree that the Company, in its sole discretion, may terminate your password, account (or any part thereof) or use of the website, and remove and discard any Content within the website, for any reason, including, without limitation, for lack of use or non-payment of fees, or if the Company believes that you have violated or acted inconsistently with the letter or spirit of the TOS. The Company may also, in its sole discretion, and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that the Company may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that the Company shall not be liable to you or any third-party for any termination of your access to the Service. You are free to terminate our relationship at any time and any termination is subject to both of our orderly disengagement and continuing obligations. No refund for unused service will be given.
You or your Organization may cancel their use of services at any time before the start of a new use project, publication or service period via your account. If account termination occurs partway through a subscription Sponsor’s account benefits will remain active until the end of the current payment cycle.
Canceling a subscription cancels all future scheduled payments of that subscription. A subscription can be canceled up to the day of the next scheduled payment. In order to cancel a subscription created via PayPal, you must log in to your PayPal account and cancel from there. Once a subscription has been cancelled it cannot be reactivated. Once you set up your subscription through PayPal, we cannot vary the terms or rates of your subscription. In the event we need to make any changes, we will cancel your existing subscription and invite you to renew at the revised rate or period.
If a due subscription payment fails to be made, your account will be closed. Potential reasons for subscription payments failing include the card from which payments are made expiring, being cancelled, having insufficient funds available, or changing the funding source. Three attempts will be made by PayPal to process the transfer you arranged with them. If all three attempts fail then your account will be closed, usually within 48 hours. If you still wish to use the site you will need to create a new subscription.
iii. Use and Storage
You acknowledge that the Company may establish general practices and limits concerning use of the Service, including without limitation, from zero to the maximum number of days that Content will be retained by the Service, the quantity of Content that may be sent from or received by an account on the Service, the maximum server or disk space that will be allotted on the Companies servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that the Company has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that the Company reserves the right to log off accounts that are inactive for an extended period of time (In the Companies judgment). You further acknowledge that the Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
This TOS constitutes the entire agreement between you and the Company and governs your use of the Service, superseding any prior agreements between you and the Company. You also may be subject to additional rules, terms and conditions that may apply when you use affiliate services, third-party content or third-party software.
v. Venue - Conflict
The TOS and the relationship between you and the Company shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. You and the Company agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Cook, Illinois, city of Chicago. You agree to waive any trial by jury. You agree to provide the Company not less than 5 day written notice of any claim and allow the company not less than 5 business days to cure any default.
The failure of Lets Sponsor ADBOOK or us to exercise or enforce any right or provision of the TOS or 3rd party TOS shall not constitute a waiver of such right or provision.
Where one or more terms are held to be void or unenforceable for whatever reason, any other terms not so held will remain valid and enforceable at law.
The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that The Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. You understand that service may be interrupted due to periodic repair or servicing or the uploading of updated software. You understand that service may be interrupted by causes not within our control or that may be due to a service provider to us. There is no guarantee of any “Up Time” or interruption of service.
ix. Proprietary and Intellectual Property Rights
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including US Patents. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Company, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. The technology used by and in connection with the Companies’ Services is protected by US Patents No. 8,055,538 and 7,949,566 (with patents pending). The Companies names and logos and product and service names are trademarks of AdBook LLC. Without the Companies prior permission, you agree not to display or use in any manner the Companies Marks.
The business of the Company and you is subject to the U.S. Patents No. 8,055,538 and 7,949,566 titled “Method and System for Creating Advertising Books” and similarly for creating “Ad” books, with several further patents pending. The patent “owner” or its assignee(s) reserves all rights under these patents. Terms and terminology used by us may draw reference from these patents. You may not engineer around these patents. Your use of this website or the any of the Company or its affiliated services does not offer nor grant any license or permission to use the patents. Any use or invention arising out of the use of our material is and or will be deemed created, invented and owned by the Patent holder or us.
x. Representation and Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2) THE COMPANY MAKES NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS, (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PRIVICY OR YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
5) YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (e) ANY OTHER MATTER RELATING TO THE SERVICE.
Notices to you may be made via either email or next day mail. The Company may also provide notices of changes to the TOS or 3rd party TOU or other matters by displaying notices or links to notices to you generally on the Service. Except as otherwise indicated in the TOS, You may give notice to the Company by writing to its registered representative:
c/o Robert M. Wigoda, Esq.
Wigoda & Wigoda
150 North Wacker Drive
Chicago, Illinois 60606
(312) 263-3000 (t)
(312) 263-8489 (f)
(847) 942-4558 (c)
The Company uses reasonable efforts to respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Companies agent the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the site; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
The Companies Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
Copyright Infringement Department
Robert M. Wigoda, Esq.
Wigoda & Wigoda
150 North Wacker Drive
Chicago, Illinois 60606
(312) 263-3000 (t)
(312) 263-8489 (f)
(847) 942-4558 (c)
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within six (6) months after such claim or cause of action arose or be forever barred. Your use of this website and any dispute arising out of such use of the website is subject to the laws of the State of Illinois, USA. In the event of any dispute you agree to the venue of the courts located in the City of Chicago in the State of Illinois, be it state or federal jurisdiction. You agree to forgo any trial by jury and will not seek one. Any dispute arising out of use of this website or our products or services is subject to 5 days prior written notice allowing us an additional 5 business days to cure any claim. In the event of any claim, loss or damage you agree to the four-step process of conflict resolution being (a) Notice to cure, (b) Professional confidential mediation, (c) Professional confidential arbitration and then and only then the filing of a legal action in the aforementioned court jurisdiction. All mediation and arbitration will be subject to the American Arbitration Association (AAA) rules and procedures with a 1-member board, proceedings held in Chicago, Illinois, USA. All claim disputes and any associated discovery, hearings, meetings or related business will be conducted in the City of Chicago, regardless of any other tribunal or opportunity.
The Company collects company and or personally identifiable information when you or your 3rd party register for an account on one of its client Sub Admin or online public listing sites, when you use certain of the Company’s products or services, when you create, ad to or visit the Company pages, and when you enter sales, promotions or sweepstakes. The Company may also receive your company or personally identifiable information from our business partners and 3rd parties.
When you register, we may ask for various items of company and personal information, including but not limited to your name, address, zip code, telephone numbers, fax numbers, age and e-mail addresses bank account, routing numbers and social security or federal tax ID information. Once you register and sign in to our services, you are not anonymous to us.
The Company may also automatically receives and records information on our server logs from your browser including your IP address, Company cookie information, and the page you or your 3rd party users may find or request.
The Company may use information for several general purposes including but not limited to: creating a custom web-site or client admin site to enable you to create a web site, to monitor and police and enforce the terms of this TOS and any 3rd party TOS, to customize the advertising the content you create or see, to fulfill your requests for certain products and services, and to contact you about current, updates, specials and new products.
The Company will not sell or rent your individually personally identifiable information to anyone unless you have made that information publically available. The Company may send individually personally identifiable information about you to other companies or people when:
(a) We have your consent to share the information; (b) we need to share your information to provide the product or service you have requested; (c) we need to send the information to companies who work on behalf of the Company to provide a product or service to you. (Unless we tell you differently, these companies do not have any right to use the personally identifiable information we provide to them beyond what is necessary to assist us, them or you.); (d) we respond to subpoenas, court orders or legal process; or (e) we find that your actions on our web sites violate the Company Terms of Service or any of our usage guidelines for specific products or services.
We may share your or 3rd party personal information to any group or organization that you, yourself, have identified with or are a member of or to whom you have done business with, donated or advertised with. Once you have permitted us to publish your information then your personal information is generally available to the public in association with Company services or by, with or for a group you have identified yourself with then the Company may re-post or aggregate that company or personal information for any commercially reasonable purpose. Such permission to publish the information you have provided may not be revoked.
The Company may set and access cookies on your or your 3rd party user’s computer. The Company may allow other companies that are presenting advertisements on some of our pages to set and access their cookies on your or your 3rd party’s computer. Other companies' use of their cookies is subject to their own privacy policies, not this one.
You understand and submit yourself to the knowledge that there may be duplicate or restatements of certain terms or inconsistencies in this Agreement and you agree that you will submit to the related terms that are most favorable to us in the event of a conflict of drafting.
You understand and submit yourself to the knowledge that ours is a new and developing service and under various steps of completeness. You are willing to accept our service as a “Beta” user for the purposes of early use, testing and feedback. In addition to and as a part hereof you agree to abide by the terms of the Beta User Agreement, herein. In the event of a conflict of terms between the Beta User Agreement and this Agreement then the above Agreement will rule and govern to the greatest degree.
BETA USER AGREEMENT
Whereas, Lets Sponsor has developed a software as a service platform, which includes, without limitation, the code, modifications, enhancements, improvements, updates, and additions thereto, along with derivative works, documentation, and related material (collectively, the “Service”);
Whereas, Lets Sponsor desires that the Service be tested for a period of time prior to the general release of the Service (the “Beta Period”), and said Beta Period shall last for no more than thirty (30) days from the general release of the software to the public after the Effective Date;
Whereas, you, as User desires to serve, and Lets Sponsor desires for you, User, to serve, as a testing organization for the Service during the Beta Period; and
Whereas, Lets Sponsor and you, User, desire to undertake such other obligations and receive such other benefits in accordance with the terms of this Agreement;
Now, Therefore, in consideration of the covenants, promises, representations, warranties and conditions contained herein, the receipt and sufficiency of which is mutually acknowledged, Lets Sponsor and you as User hereby agree as follows:
1.1 reasonably assist Lets Sponsor in facilitating and expediting the data conversion process associated with the Service;
1.2 use the Service under normally expected and reasonable operating conditions in User’s environment on a daily basis, if possible;
1.3 promptly notify Lets Sponsor of any and all problems or issues encountered by User with respect to the Service and User’s access thereto and use thereof, including, without limitation, bugs, errors or limitations on usability observed by or reported to User (“Reports”) (These Reports are deemed not to be defaults under the TOU);
1.4 promptly inform Lets Sponsor of any and all test results (“Test Results”);
1.5 provide Lets Sponsor with any ideas, suggestions, comments and feedback User may have for enhancements, improvements or modifications to the Service (“Feedback”);
1.6 provide Lets Sponsor with material, statistics or other information not confidential to User’s business, including, without limitation, User’s name, logo(s), trademark(s), and service mark(s) (“Public Information”) for the limited use by Lets Sponsor in press releases, customer testimonials, and other advertisements. Lets Sponsor’s use of User’s Public Information is not required to be approved by User prior to its use, but such approval shall not be unreasonably withheld or delayed; and
1.7 serve as a reference for Lets Sponsor with respect to its Service-related marketing and sales efforts.
1.8 Abide by the TOS and 3rd party TOS
2.1 grant to User a limited, non-exclusive, and non-transferable license (without the right to sublicense) to access and use the Service during the Term solely for testing purposes in connection with User’s own internal business operations, and otherwise in accordance with the terms of this Agreement; and
2.2 Once the Service goes live after the Term, Lets Sponsor will provide User, if desired, with access to and use of the Service at the discounted pricing hereto and specifically incorporated by reference herein or as otherwise agreed in writing.
2.3 For a period of 30 days from the Effective Date, Lets Sponsor will compensate the User $30.00 per hour for in person consultation time and services associated with further developing the Service. This consultation will consist of routine communication (email and telephone correspondence) and be scheduled at mutually agreeable times between Lets Sponsor and the User.
2.4 Term and Termination. This Agreement shall commence on the Effective Date and shall last through the conclusion of the Beta Period (“Term”). Notwithstanding the foregoing, either Lets Sponsor or User may terminate this Agreement after the other party receives from it five (5) business days prior written notice of its intent to terminate. In the event User breaches any term of this Agreement, Lets Sponsor may terminate this Agreement any time after such breach by User by discontinuing the service and “locking out” the user from further use or providing User with written notice of such breach and Lets Sponsor’s decision to terminate.
4.1 demonstrate, sell, or market the Service to any third party;
4.2 copy the Service, or any portion thereof, including, without limitation, its design, code, and performance specifications;
4.3 publish or otherwise disclose information relating to the performance or quality of the Service to any third party;
4.4 modify, reuse, disassemble, decompile, reverse engineer, or otherwise translate or localize the Service or any portion thereof;
4.5 create any derivative works from the Service or any portion thereof;
4.6 sublicense or otherwise permit, encourage, or facilitate access to or use of the Service by any third party;
4.7 remove or alter any trademark, service mark, logo, copyright, or other proprietary notices, legends, symbols, or labels on or in the Service;
4.8 access or use the Service for any benchmarking or competitive purpose;
4.9 access or use the Service for any illegal or unauthorized purpose; or
4.10 attempt to do, or otherwise permit, encourage, or facilitate any third party to do, any of the foregoing.
5.1 restrict or inhibit any other user from accessing, using, or enjoying the Service;
5.2 interfere with or disrupt the Service or the servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
5.3 create a user account using false or misleading information; or
5.4 transmit any harmful or destructive material, including, without limitation, viruses, worms, defects, Trojan horses, and the like.
8.1 fully protect and safeguard the Confidential Information with no less care than it takes to protect its own non-public, proprietary, and confidential information, but in no event shall such care be less than a commercially reasonable standard of care;
8.2 not disclose the Confidential Information to any third party;
8.3 not use, in any way, the Confidential Information for any purpose other than those purposes provided under the terms of this Agreement;
8.4 not use, in any way, the Confidential Information to invent, develop, manufacture, sell, or distribute any technology, product, or service that competes in any way with Lets Sponsor or the Service;
8.5 not use, in any way, the Confidential Information to (i) compete with Lets Sponsor; or (ii) enable or encourage any third party to compete with Lets Sponsor;
8.6 not permit, facilitate, or encourage the Confidential Information to be accessed or used by any third party;
8.7 notify Lets Sponsor of any unauthorized access to or use of the Service or the Confidential Information, or any portion thereof; and
8.8 be liable for any breach of this Section 9 by User.
8.9 Recognize that Lets Sponsor is the sole owner of all patents and patented material and that any work, idea or invention derived from or through this agreement will be the sole property of Lets Sponsor and its affiliates, including but not limited to Bruce Fogelson, the inventor.
10.1 The Service is provided on and “AS IS” and “AS AVAILABLE” basis and Lets Sponsor disclaims any and all representations and warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purposes, and non-infringement, to the extent authorized by law;
10.2 Lets Sponsor makes no representation or warranty, including such that: (i) the Service will meet User’s requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from User’s access to or use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material obtained by User through the Service will meet User’s expectations, or (v) any errors in the Service will be corrected;
10.3 Access to or use of the Service is done at User’s own discretion and risk, and User shall be solely responsible for any damage or loss to ITS BUSINESS, computer system or loss or Corruption of data that results from such access or use;
10.4 No advice or information, whether oral or written, obtained by User from Lets Sponsor or through or from USER’s access to or use of the Service shall create any warranty not expressly stated in this Agreement;
10.5 Lets Sponsor may elect not to introduce THE SERVICE INTO COMMERCE, and IT makes no obligation or commitment to USER to do so; and
10.6 Any data User enters into the Service, and any customzations made to the SERVICE by or for USER, will be permanently lost unless USER purchases a subscription to the SERVICE, or such data is exported before the end of the term.
11.1 In no event shall Lets Sponsor be liable for any damage or loss whatsoever connected with, arising out of, or related to this Agreement or User’s access to or use of (or User’s inability to access or use) the Service, even if Lets Sponsor has been advised of the possibility of such damage or loss.
11.2 User waives any and all claims or causes of action user may have against Lets Sponsor, individually or in the aggregate, which arise from, relate to, or are connected with this agreement or user’s access to or use of (or user’s inability to access or use) the sERVICe, including, without limitation, breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and any other tort.
11.3 In no event shall Lets Sponsor be liable to User for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits whatsoever which arise from, relate to, or are connected with this Agreement or User’s access to or use of (or User’s inability to access or use) the Service, even if Lets Sponsor has been advised of the possibility of such damages.
11.4 User’s only recourse for any claim or cause of action, or any damage or loss, which ARISE (s) from, RELATE (s) to, or is/are connected with this Agreement or User’s access to or use of (or User’ inability to access or use) the Service shall be the termination of this Agreement and NO LONGER USE THE SERVICE.
23. Entire Agreement; Modification. This Agreement constitutes the complete and exclusive statement of the agreement between Lets Sponsor and User regarding the subject matter contained herein, which supersedes and merges all other prior proposals, understandings, and agreements between the parties relating to the subject matter of this Agreement. No section, obligation, term, or provision of or under this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by an authorized representative of each of the parties.
25. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and there legal representatives, and their successors, heirs, or assigns, as the case may be.
© AdBook LLC 2017
aka Lets Sponsor
All Rights Reserved
For questions contact Bruce@LetsSponsor.com