PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE
By accessing or using this website at www.marketingadept.com (the “Site”) you explicitly agree to comply with, and be bound by, the following terms and conditions (the “Terms and Conditions”). Adept Marketing, Inc., its subsidiaries and affiliates (collectively, “Adept Marketing”) may change or modify these Terms and Conditions at any time without notice to you. It is your responsibility to periodically review these Terms and Conditions for updates or changes. By using this website from time to time, it is presumed that you have read through these Terms and Conditions and failure to do so shall be a complete bar on any and all claims in law or equity that you bring against Adept Marketing for any reason whatsoever. Your acceptance of these Terms and Conditions is an electronically binding agreement upon you. If you do not accept these Terms and Conditions, please do not register for or participate in using the Services offered by and through Adept Marketing. If you are an agency using the Services on behalf of a client(s), by agreeing to these Terms and Conditions you are representing and warranting that you have the right and authority to use your client’s information and the Services available on the Site.
Adept Marketing provides you with access to this Site and the services available on it, including but not limited to, other websites as indicated below (collectively, the “Services”). Access to and use of the Services shall be governed at all times by these Terms and Conditions.
Adept Marketing offers an online marketing aggregation tool allowing for a cross-comparison of various websites to evaluate your company’s marketing. The Services include the Site and may also be located on third party websites or applications either by way of a link from an add-on service to, or otherwise in connection with, websites that such third parties control. Adept Marketing does not guarantee the price, terms, product, availability or services offered or provided by any third party. Adept Marketing is not legally responsible for, and does not warrant, represent or guarantee any goods, services, information or otherwise provided by third parties. If you should have a dispute with a third party, Adept Marketing is in no way legally responsible for any claims in law or equity, demands or actual, consequential, incidental, nominal, special or punitive damages of any type, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such claim, demand or dispute.
MODIFICATION OF SERVICES
Adept Marketing expressly reserves the right to modify or discontinue the Services or any portion thereof, the offering of any information, goods, contents, products, services or otherwise with or without notice. Adept Marketing shall not be liable to you or any third party should Adept Marketing exercise its express right to modify or discontinue the Services or any portion thereof.
Payment for any of the Services requiring payment for access shall be due and payable immediately upon time of purchase. Failure to render Payment immediately upon purchase shall prohibit your access until such time as Payment is received.
TERMINATION; SUSPENSION; MODIFICATION
You acknowledge and agree that Adept Marketing has the right at any time and in such frequency as it determines to suspend, discontinue, or terminate the Services, in whole or part, with or without notice to you. You further acknowledge and agree that Adept Marketing shall not be liable to you or any third party for any such suspension, discontinuance, or termination of the Services for any reason.
Under some circumstances, Adept Marketing reserves the right to terminate your access to the Services, in whole or in part, immediately and without notice to you. Reasons for such a termination include, without limitation, (i) a breach or breaches of the Terms and Conditions or other agreements and/or guidelines incorporated herein by reference, (ii) engagement by you in conduct that is deemed by Adept Marketing, in its sole and exclusive judgment, to be fraudulent or constituting an illegal act, (iii) a request made by you (self-selected termination); (iv) suspension, discontinuance, or material modification of the Services or a portion thereof; (v) unanticipated technical or security problems or issues; (vi) failure by you to pay or timely pay any fees, charges, or other monies due Adept Marketing or such third parties as it may serve as agent for in connection with settling a transaction, if applicable; and (vii) violation of any agreement entered into in connection with your use of the Services. Any termination by Adept Marketing of your account and/or access to the Services will include, without limitation (i) removal of access to any and all offerings comprising the Services, (ii) deletion of your secure password, log in information and related accounts, including all historical transaction data and summaries, if any, and (iii) a prohibition against your ability to use the Services at any time in the future. You acknowledge and agree that any termination for cause is in Adept Marketing's sole and exclusive discretion and that any termination of your access to the Services and/or your account shall not cause Adept Marketing to be liable to you or any third party for any reason. Any Payment remaining owed to Adept Marketing following a termination, discontinuance or suspension shall remain due and payable in accordance with the terms set forth herein regardless of whether the Adept Marketing or the other party terminated the agreement between the parties.
COPYRIGHT; LICENSE; INFORMATION
All materials on the Site, regardless of whether copyrighted, including, but not limited to, the design, text, search results, graphics, pictures, sound files and other files, and the selection, arrangement and compilation of information (collectively, the “Materials”) are ALL RIGHTS RESERVED Copyright ©Adept Marketing, LLC and/or its licensors. By accessing or using the Site, you are hereby granted a limited, non-assignable, non-sublicensable, and nonexclusive license to access and use this Site and Services therein and to print the Materials for your personal, informational and non-commercial use only. We expressly reserve the right, without notice and in our sole, good faith discretion, to terminate your license to access or use the Site and/or to prevent or block you from future access or use of this Site and the Services related thereto.
This license does NOT include the right for you to:
- Publish, publicly perform or display or distribute to any third party, any Materials, including reproduction on any computer network, broadcast or publications media;
- Market, sell, or make commercial use of the Site, Services or Materials;
- Systematically collect or use of any data spiders, robots or other similar data gathering mining or extraction methods;
- Reverse engineer any portion of the Site, the websites of third parties, or the Services contained herein;
- Make derivative uses of the Site, Services or Materials;
- Use, frame or utilize framing techniques to enclose any portion of this Site, Materials or Services;
- Participate in or undertake any actions or practices that are not aligned with the spirit or intent of these Terms and Conditions or do anything that may be deemed to be commercially unreasonable.
Excluding the rights set forth above, you are not conveyed or granted any further right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright, confidential or proprietary information of Adept Marketing or any third party. Unauthorized use of the Site or breach of the license granted hereunder will immediately terminate your rights under the license. Any unauthorized use may be in violation of federal, state or local law, regulations or guidelines. Any such violation is solely your responsibility and you shall indemnify Adept Marketing for any claim in law or equity that may be brought against us as a result of your unauthorized use.
PROPRIETARY RIGHTS OF ADEPT MARKETING AND THIRD PARTIES
By using the Services, in whole or in part, you acknowledge and agree that the Services, any software necessarily used in connection therewith (collectively, the "Software") and any information or Content (defined herein) derived from any such usage constitutes confidential and proprietary information of Adept Marketing that is protected by applicable intellectual property and other laws. You also acknowledge and agree that Content provided or made available to you by other third parties using the Services may be protected by trademarks, service marks, copyrights, patent rights or other proprietary rights and laws. Accordingly, you acknowledge and agree that you will not, unless expressly authorized in writing by Adept Marketing or the relevant third party provider of Content, as applicable, rent, sell, loan, lease, modify, distribute, reverse engineer, or create derivative works based on the Services, the Software, or the Content, either in part or in their entirety. Adept Marketing hereby grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software for purposes of using the Services for the purposes set forth herein, as and if applicable, provided (i) you do not copy, modify, reverse engineer, reverse assemble, create a derivative work from, or otherwise attempt, in any way, to discover any source code, sell, assign, sublicense, or otherwise transfer in any way rights in the Software, or allow any third party to do any of the foregoing, and/or (ii) your right to use the Services for which the Software has been made available to you has not been suspended or terminated by Adept Marketing, for any reason, in whole or in part. You agree not to modify the Software in any manner or form, or use any modified versions of the Software, for any purpose, including without limitation, unauthorized access to the Services.
TRADEMARKS AND SERVICE MARKS
Adept Marketing and any and all of our logos related thereto are either trademarks or service marks of Adept Marketing. Any and all logos of third parties that may be on or available through the Site are the trademarks or service marks of the respective third parties. Any such trademarks or service marks of Adept Marketing or third parties shall not be copied, imitated or used in whole or in part without prior written consent. You shall not use any Meta tags or any type of ‘hidden text’ utilizing Adept Marketing or any third party without the prior written consent of that respective party. All page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Adept Marketing or a third party and shall not be copied, imitated or used in whole or in part without the prior written consent of the respective party. Any reference to a product, service, process, information, or otherwise contained on or available through the Site does not constitute or imply any endorsement, sponsorship, recommendation, approval or otherwise by Adept Marketing.
DIGITAL MILLENIUM COPYRIGHT ACT COMPLIANCE
Adept Marketing complies with the provisions of the Digital Millennium Copyright Act (the "DMCA") as applicable to Internet service providers (17 U.S.C. § 512, as such may be amended from time to time). If you reasonably and in good faith believe that your work has been copied, imitated or improperly used in violation of the federal copyright laws and has been posted to the Site, please provide Adept Marketing with all of the following information in writing:
- Electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted interest;
- Description of the copyrighted work that you claim has been infringed upon;
- Description of where the material that you claim is infringing your copyrighted material is located;
- Your address, telephone and email address so that we can contact you if necessary;
- A statement by you that you have a reasonable, good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- A statement by you made under penalty of perjury, that the above information in your notice to Adept Marketing is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
Before sending a notice to Adept Marketing, you should confirm that you are the rightful copyright owner or have the lawful rights to the copyright which the DMCA requires. Failure to include all of the information requested herein may result in a delay or failure to review your claim.
Please send such notice to: Adept Marketing, Inc. Attn: Legal Department 1275 Kinnear Road Columbus, Ohio 43212 USA
LINKS TO OTHER WEBSITES
The Services available through the Site includes links to websites of third parties. Such third-party websites are NOT under the control of Adept Marketing. Adept Marketing provides these links to you only as a convenience, and the inclusion or availability of any third party website through the Site is in no way intended to be or imply an affiliation, endorsement, approval of, adoption or otherwise by Adept Marketing. Adept Marketing is not responsible or liable for any content or otherwise of any third party website made available through the Site. It is solely your responsibility to make the necessary investigations you deem appropriate before proceeding with any transaction with any third party. Upon leaving the Site, these Terms and Conditions no longer govern the new website that you may be visiting. It is solely your responsibility to locate and review all applicable terms and conditions therein.
PUBLISH A DASHBOARD; LIMITATION OF LIABILITY
Agency clients have the ability to publish a dashboard of your information loaded into your account by selecting “PUBLISH”. The PUBLISH option provides the agency client with a unique, long URL (the “Unique URL”) that is not password protected and publicly available for 30 days from date of publishing for you to analyze and examine. The Unique URL is not indexed in Google or any Internet search engine and will remove itself from searchability or availability 30 days after it is published.
By selecting PUBLISH and publishing a dashboard, you acknowledge, agree and understand the following:
Ownership of Information
You acknowledge and agree that all information inputted into the dashboard which this then published using PUBLISH is information that you have legal right to and access to use. You further acknowledge and agree that all information you publish is governed by the sections in this Terms of Service entitled “DISCLAIMER OF LIABILITY FOR THIRD PARTY CONTENT”, “INDEMNITY” and “LIMITATION OF LIABILITY”. You acknowledge and understand that the Unique URL is publicly available, not password protected and not indexed in any Internet search engine, and you represent and warrant that you have all requisite right and authority to utilize the information in your dashboard that you publish.
Liability for Information related to PUBLISH
If you should have a dispute with a third party related to your Unique URL or information in your published dashboard, Adept Marketing is in no way legally responsible for any claims in law or equity, demands or actual, consequential, incidental, nominal, special or punitive damages of any type, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such claim, demand or dispute. You acknowledge that you are solely responsible for all information contained therein and take full legal responsibility therefor.
Removal of PUBLISH Dashboard
Once a dashboard is published using PUBLISH, it will remain publicly available for 30 days, UNLESS you notify Adept Marketing in writing via email at email@example.com of the specific Unique URL you would like removed. It is your responsibility to properly identify the Unique URL you desire to have removed, and your failure to do so will result in the Unique URL remaining publicly available for the duration of the 30 days of its availability. Upon written request to remove a properly identified Unique URL, Adept Marketing will remove such Unique URL within two business days.
A Unique URL will automatically be removed 30 days after you have published it. It is your responsibility to save the information contained therein. Adept Marketing is in no way liable for your failure to do so.
DISCLAIMER OF LIABILITY FOR THIRD PARTY CONTENT
Adept Marketing is not a publisher of content supplied by third parties or users of the Site. Any and all opinions, advice, statements, services, goods, products, offers or other information expressed or made available by third parties are those solely of the respective author(s) or distributor(s), not Adept Marketing. Adept Marketing does not endorse, approve, nor are we responsible for the accuracy, reliability or currency of any opinion, advice, statement or otherwise made on any third party website.
LIMITATION OF LIABILITY
IN NO EVENT SHALL ADEPT MARKETING, ITS OFFICERS, DIRECTORS, AGENTS, MANAGERS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, ACTUAL, CONSEQUENTIAL, NOMINAL OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN LAW OR ANY DAMAGES CAPABLE OF REMEDY AT EQUITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, MATERIALS OR SERVICES OR INFORMATION PROVIDED BY THIRD PARTIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION, IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR TERMS WITH RESPECT TO LIMITATION OF LIABILITY THAT IS CONTRADICTED BY THIS SECTION, THE TERMS WITH RESPECT TO LIMITATION OF LIABILITY SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SECTION WITH RESPECT TO SUCH PARTICULAR SERVICES.
FURTHER NOTWITHSTANDING THE FOREGOING, SOME OF THE FOREGOING EXCLUSIONS OF CERTAIN WARRANTIES AND/OR THE LIMITATION AND/OR EXCLUSION OF WARRANTIES MAY NOT APPLY TO YOU, AS SOME JURISDICTIONS DO NOT ALLOW IT.
You agree, as additional consideration for your use of the Services, to fully indemnify and hold harmless Adept Marketing and its officers, employees, agents, affiliates, partners, licensors, parents and subsidiaries from and against any demand or claim, including reasonable attorneys' fees, made by any third party due to or arising out your use of the Services, your connection to the Services, your violations of the Terms and Conditions, any Content you submit, post, transmit or otherwise make available through the Services, or your violation of any rights of another.
THIS SITE, THE MATERIALS AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, THE MATERIALS AND/OR THE SERVICES OR OTHERWISE IS AT YOUR SOLE RISK. ADEPT MARKETING EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AS TO ANY MATERIALS, INFORMATION OR OTHERWISE ON THE SITE. ADEPT MARKETING DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION, MATERIALS OR OTHERWISE ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ADEPT MARKETING IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PHOTOGRAPHY, TEXT OR OTHERWISE.
ADEPT MARKETING AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES ARE NOT RESPONSIBLE FOR AND YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, ANY LOSS OF DATA AND ANY OTHER NEGATIVE CONSEQUENCES THAT MAY BE CAUSED BY YOUR USE OF THE SERVICES AND ANY MATERIALS ACCESSED, VIA DOWNLOAD OR OTHERWISE, FROM THE SERVICES.
ANY MATERIALS, INCLUDING WITHOUT LIMITATION INFORMATION, RECORDS, REPORTS, AND RESEARCH, ACCESSED, VIA DOWNLOAD OR OTHERWISE, THROUGH THE SERVICES ARE ACCESSED AT YOUR SOLE AND EXCLUSIVE RISK AND DISCRETION.
ADEPT MARKETING AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS, AND SUBSIDIARIES MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT (i) THE SERVICES, INCLUDING WITHOUT LIMITATION MATERIALS PROVIDED TO YOU THROUGH THE SERVICES (e.g., INFORMATION, RECORDS, REPORTS AND RESEARCH) WILL BE ERROR-FREE, ACCURATE, TIMELY, SECURE, RELIABLE OR UNINTERRUPTED, FREE FROM VIRUSES, BUGS, DEFECTS OR DEFICIENCIES (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS AND (iii) ANY ERRORS IN THE SERVICES AND/OR THE SOFTWARE WILL BE CORRECTED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION, IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR WARRANTIES CONTRADICTED BY THIS SECTION, THE WARRANTIES SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SUBSECTION WITH RESPECT TO SUCH PARTICULAR SERVICES.
NO INFORMATION, ADVICE, OR INSTRUCTION, REGARDLESS OF FORM OF COMMUNICATION, PROVIDED TO YOU FROM ADEPT MARKETING, WHETHER THROUGH USE OF THE SERVICES OR FROM ADEPT MARKETING'S OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES, WILL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS.
CHOICE OF LAW, WAIVER, CLAIMS
These Terms and Conditions shall be governed by the laws of the State of Ohio without regard to conflicts of law. Adept Marketing's failure to exercise or enforce any right or provision under these Terms and Conditions shall not be deemed a waiver of any future right or provision. If any provision or right contained in these Terms and Conditions is found by a court of competent jurisdiction to be invalid, such provision or right shall be severed from these Terms and Conditions and the remainder of these Terms and Conditions shall continue to be binding upon you to the maximum extent allowed by law.
Any and all claims or controversies arising out of or related to these Terms and Conditions will be settled in binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (the "AAA"). Any and all claims or controversies must be arbitrated on an individual basis and must not be consolidated in any arbitration with any other claim or controversy of any other party. Such arbitration shall be conducted in Columbus, Ohio and any judgment rendered may be entered into any court having jurisdiction thereof. Either you or Adept Marketing may seek any interim or preliminary relief from a court of competent jurisdiction in Ohio as may be necessary to protect the rights or property of you or Adept Marketing.
With respect to any litigation based on, arising out of, or in connection with the use of this Site, the Services or the Materials, the parties hereby expressly submit to the personal jurisdiction of the State of Ohio located in Franklin County or the United States District Court for the Southern District of Ohio (and any courts of appeal respectively there from). The parties hereby expressly waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above, including without limitation any claim that any such litigation has been brought in an inconvenient forum.
Regardless of any statute, law, regulation or otherwise to the contrary, and claim or controversy arising out of or related to the use of the Services or Site must be filed within one year after such claim or controversy arose. Failure to file such claim or controversy within the allotted one year shall be forever barred.
CONFIDENTIALITY. The parties agree that the specific terms of these Terms and Conditions will not be disclosed to any person or entity, except as required by law, that is not a party to these Terms and Conditions or their respective independent contractors, assignees or affiliates on a need-to-know basis, which may include, but not necessarily be limited to, each respective party's legal counsel, bankers and/or investors.
PUBLICITY. Notwithstanding the Confidentiality provisions of this Section, either party may issue press releases to announce the relationship formed herein and the services being offered. Each press release prepared shall be submitted to the other party for approval. Such approval may be withheld for any reason.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties in respect of the Services. Any modifications to these Terms and Conditions must be made in a writing executed by both parties, by your online acceptance of updated terms, or after your continued participation in the Services after such terms have been updated by Adept Marketing.
RIGHTS CUMULATIVE. The rights and remedies provided herein and in all other agreements, instruments, and documents delivered pursuant to or in connection with these Terms and Conditions, and by applicable law are cumulative and are in addition to and not exclusive of any other rights or remedies provided by law.
SEVERABILITY. The provisions of these Terms and Conditions are severable. If any clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision or part thereof in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision in these Terms and Conditions in any jurisdiction.
SUCCESSORS AND ASSIGNS. You may not assign any of your rights or responsibilities hereunder without first receiving the prior written consent of Adept Marketing.
HEADINGS. The section headings contained in these Terms and Conditions are included for convenience only, and shall not limit or otherwise affect the terms of these Terms and Conditions.
RELATIONSHIP OF THE PARTIES. Nothing in these Terms and Conditions is to be construed as creating an agency, partnership, or joint venture relationship between the parties.
AUTHORITY. You represent and warrant that by accepting these Terms and Conditions and/or using the Services in any way, that you are not breaching any duty or obligation to any third-party and that the person executing these Terms and Conditions on behalf of it is the duly authorized representative of such party and authorized to bind it to the terms of these Terms and Conditions.