Last Updated on May 18th, 2017
This is a contract between you (the Customer) and us (Adistry Inc). It describes how we work together, the services we provide to you, and other conditions and aspects of our business relationship.
We do periodically update these terms. If you have an active Adistry subscription, we will let you know when we do via an email, through social sites, or through our website(s). We know legal terms can sometimes be a challenge to navigate, so here are a few key explanations of key terms:
- GENERAL COMMERCIAL TERMS.
This is where you find info about how our services are provided. For example, you can find information on access and accepted use. These terms do apply to all of our services and products.
- SUBSCRIPTION TERMS.
Customers, like you, subscribe to use our software (SaaS), and there are some fundamental terms that apply to each subscription. There are a few differences between the types of subscriptions, and here’s where you can find that detail.
- PRODUCT DISCLOSURES.
We do offer several different technology products and there are a few important things to know and agree to before you use them.
- GENERAL LEGAL TERMS.
- JURISDICTION SPECIFIC TERMS.
With customers across the globe, this section is where we help you navigate most of the differences in these terms that differ because of customer location.
This is where we give you information on key defined terms in the Agreement mean.
- "Billable Users" means those types of Users (defined below) for which we charge you fees as set forth on our Pricing Page.
- "Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
- "Buyers" means any person or company purchasing advertising, marketing, or services. Buyers may also be referred as "Users".
- "Communication Services" means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable you to communicate with the public or with a private group.
- "Company Data" means the updated information you submit to us. Company Data will not be considered Customer Data or Confidential Information for purposes of this Agreement.
- "Confidential Information" means all information provided by you or us ("Discloser") to the other ("Receiver"), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
- "Contact" means a single customer, prospect, lead, or other individual (other than a User) whose Contact Information is stored by you in our Services.
- "Contact Information" means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your landing pages on the Services or uploaded by you to the Services.
- "Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
- "Customer Data" means all information that you submit or collect via the Services. Customer Data does not include Enrichment Data.
- "Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Services.
- "Enrichment Data" or "Data" means the data we make available to you as part of the Services, including Company Data. Enrichment Data may also include information about Users, such as social media handles, avatars, and alternate email address, that we obtain from public or third party sources. This information is owned by Adistry and may not be shared, listed or otherwise copied, used or monetized for any other purposes outside the Adistry service unless you receive our explicit and written consent. We reserve full rights to grant or deny permission on a case-by-case basis.
- "Free Services" means our Services or other products or features made available by us to you on an unpaid trial or free basis.
- "Full-Service Marketing Products" means our Marketing Basic, Marketing Pro and Marketing Enterprise Marketing Products.
- "Adistry Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Services, including Enrichment Data.
- "Marketplace" refers to the sellers and buyers that are published and unpublished on www.Adistry.com.
- "Order" or "Order Form" means the Adistry-approved form or online subscription process by which you agree to subscribe to the Subscription Service, purchase Consulting Services, or receive or place an order from our Marketplace. Most Orders are completed through our online payment process or via in-app purchase.
- "Sellers" means any person or company that is selling advertising, marketing, or services. Sellers may also be referred to as "Channels", "Media Publishers", "Publishers", or "Users".
- "Sensitive Information" means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
- "Subscription Fee" means the amount you pay for your Subscription Service.
- "Subscription Service" means all of our web-based inbound marketing and sales applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://Adistry.com or another designated URL, and any ancillary products and services.
- "Subscription Term" means the initial term for the subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
- "Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.
- "Third-Party Sites" means third-party websites linked to from within our Services, including Communications Services.
- "Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Services for your benefit.
- "Adistry", "we", "us" or "our" means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
- "You", "your" or "Customer" means the person or entity using the Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
GENERAL COMMERCIAL TERMS
During your Term, Adistry will provide you access to use the Service as described in this Agreement and your applicable Order. We might provide all or some of the pieces of the Service through third party service providers.
2. Additional Features
You may subscribe to additional features of the Service by placing an Order or activating the additional features from within the Adistry platform. This Agreement will apply to your Order or Orders and all additional features that you activate from within your Adistry portal.
We try our best to make our Subscription and Marketplace Services available 24/7, except for maintenance periods.
4. Consulting Services
You may purchase Consulting Services by placing an Order on the platform or through an Adistry team member directly. These fees are in addition to your Subscription Fee. If you purchase recurring Consulting Services, they are considered to be a part of your base subscription and they will renew with your monthly or yearly subscription.
All Consulting Services are conducted remotely. Unless, you are able to meet with your consultant in person, and your consultant has agreed to do so.
If the number of hours included in the Consulting Services are specified, said hours will expire as detailed in your initial agreement with your Consultant. If deliverables are included in the Consulting Services that you have purchased, there will be a Delivery Date indicated in the agreement or agreed upon by you and your Consultant via email. If the Consulting Services time or deliverables are not complete at the end of the agreed upon due date because of your failure to make the necessary collateral, conversations or information available to us in that it disallows the Consultant to perform their obligations, your Consulting Services will be deemed to be complete at the Delivery Period’s end. If the Consulting Services you purchased and agreed upon are not complete at the end of the Delivery Period due to Adistry’s or the Consultant's failure to make the necessary collateral, conversations or information available to you, the Delivery Period will be extended in order to allow us to fulfill our agreement.
Adistry reserves the right to provide all or some elements of the Consulting Services through our trusted third party service providers. All Consulting Services are non-cancellable and all fees are non-refundable.
5. Fees and Payments
Your Fee will remain fixed during your Term unless you: (i) upgrade your package, (ii) subscribe to additional features or, (iii) contract an Adistry Consultant for services.
- Commission Fees.
You agree for Adistry Inc to withhold the previously agreed upon commission for each and every sale through your Adistry portal.
- Adjustments during Billing Period.
Your fee or commission will not increase or decrease unless you elect to upgrade or downgrade your monthly or yearly plan within seven (7) days of your upcoming billing period.
- Fee Adjustments at Renewal.
Upon renewal, your Fees and commission will be adjusted to match the current fees and commission structure for your plan, unless previously agreed upon in writing by you and an Adistry team member. Your fee and commission structure will not be ‘Grandfathered’ in unless agreed upon and put into writing by a founder of Adistry Inc. This ‘Grandfather’ clause is at the whole and entire discretion of Adistry Inc.
- Payment by credit card or ACH.
You authorize Adistry to charge your credit card or bank account for all fees and commissions payable during your Term. You further authorize us to use a third party payment processor and consent to the disclosure of your payment information to said third party.
- Payment Information.
You are required to keep your billing information, credit card information, and contact information up to date at all times. Changes are easily made on your Billing Page through your Adistry portal. All payments are non-cancelable and all amounts paid to Adistry are non-refundable, except as specifically stated in this Agreement.
- Sales Tax.
All fees do not include taxes, which we reserve the right to charge if applicable. By using any and all of Adistry’s services and features, you agree to pay any and all applicable taxes. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered. At Adistry’s request, you must provide us with your VAT registration number under which you are registered. If GST is applicable to you, all fees are exclusive of GST. If you are required to deduct or withhold any form of tax, you are required to pay the amount as required by law and pay Adistry an additional amount so that we may receive payment in full.
6. Use and Limitations of Use
Acceptable Use. You agree to comply with our Acceptable Use Policy.
- Content that is covered by intellectual property rights (IP), such as photos and videos, you and your business specifically give us the following permissions; you and your business grant us a transferable, non-exclusive, royalty-free, sub-licensable and worldwide license to use any IP content that you post, provide, campaign with Adistry and our admin panel (Intellectual Property License aka IP License). This IP License ends when you delete your IP content or your account. The IP License does not end if the IP Content has been shared with others, and they have not deleted it.
- When you publish information or content using our ‘Public' setting, it means that you are sharing your information and content with everyone, including those not affiliated or connected with Adistry. You also agree that your content is available for others to use, share, comment, among other possible interactions, and to associate this information and content to you and your business.
- When you use Adistry and our applications, we may ask for your permission to access your information and content as well as the content and information others may have shared with you.
- We appreciate and thrive off your feedback and suggestion about how we can make Adistry better, but you agree and understand that we may use your feedback and suggestions without any obligation to compensate or credit you or your business for them.
Prohibited and Unauthorized Use. You will not do any of the following:
- engage in the distribution or any public display or performance of any site content that is not attributed directly to or is the property of yours
- create or spread any virus, worm, trogan or any other programming routines that may alter, damage or in any way negatively interfere with Adistry’s site, admin panel, content, employees,contractors and/or your users
- use of any robots (bots), data mining or similar data extraction or gathering methods
- modifying or alternative uses of our site, site content, admin panel or any portion thereof
- downloading (excluding approved page caching) of any portion of our site, admin panel, site content or any information contained therein, except as expressly permitted by Adistry
- any use of our site, admin panel or site content other than for its intended purpose
- engage in any action that may cause Adistry to lose any of our services from payment processors, internet service providers and or interfere, in any way, the function of our site and admin panel.
- ADISTRY AND OUR AFFILIATES ARE ONLY FOR INTANGIBLE SERVICES AND PRODUCTS. NO SELLING OF TANGIBLE GOODS WILL BE PERMITTED. YOU AGREE THAT ADISTRY HAS THE RIGHT TO DISCONTINUE THIS AGREEMENT IMMEDIATELY AND THAT YOU WILL FORFEIT ANY AND ALL REMAINING FEES TO ADISTRY INC IF YOU ARE IN VIOLATION OF SELLING TANGIBLE PRODUCTS OR GOODS.
You also may not:
- harass or annoy other users by any means
- transmit illegal material or products through our site, admin panel or servers
The above mentioned unauthorized use may also violate laws including and without limitation, trademark and copyright laws and applicable communications statute, regulations and ordinances. Nothing in Adistry’s Terms and Conditions shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
Adistry will respond to notices of alleged copyright infringement. We reserve the right to terminate accounts of repeat infringers to be in accordance set out in the U.S. Digital Millennium Copyright Act. If you believe someone is violating your copyrights, please notify us at email@example.com
- misrepresented or falsely implied association with another company or business
- links to any other website that pretends or mimics itself as another service, product or software
- is confusingly similar to another site, service, product or software
- pretends or mimics warnings or functions of another operating system, software or mobile application
THIS LICENSE IS REVOCABLE AT ANY TIME.
No Sensitive Information.
YOU AGREE NOT TO USE ADISTRY TO MANAGE, COLLECT, OR PROCESS SENSITIVE INFORMATION DEFINED BY YOUR COUNTRY’S LAWS AND REGULATIONS. YOU AGREE THAT ADISTRY WILL NOT HAVE ANY LIABILITY THAT RESULTS FROM YOUR USE OF ADISTRY TO COLLECT OR MANAGE SENSITIVE INFORMATION.
Use of Communication Services.
Third-Party Sites and Products.
Third-Party Sites and Products are not under Adistry’s control and are provided to you only as a convenience. Offering easy access to any Third-Party Site or their Products does not mean Adistry supports, warrants or endorses the Third-Party Site, Product or Vendor.
7. Term, Termination, Suspension
Term and Renewal.
Your subscription period is specified in your Order, and your subscription will automatically renew at the end of the subscription period.
The renewal pricing set forth in your Order will apply, and is subject to the ‘Fees and Payments’ section above. If your renewal pricing is not included in your Order receipt, then Adistry’s pricing available on our Pricing Page will apply to you.
No Early Termination; No Refunds.
The Subscription Term will end on the expiration date and you agree that you cannot cancel it before its expiration. Adistry does not provide refunds if you decide to stop using us during your Subscription Term.
Termination for Cause.
You or Adistry may terminate this Agreement for cause and placed in writing if: (i) upon fifteen (15) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of the fifteen day period. You must reach out to firstname.lastname@example.org to alert and ask for the material breach to be rectified. (ii) This agreement can be terminated immediately, if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors OR if you are in breach of section 6.8 (iii) Adistry may also terminate this Agreement for cause on seven (7) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our customers, or our prospects. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
NO REFUNDS WILL BE GIVEN IF YOU OR ADISTRY ELECTS TO TERMINATE THE AGREEMENT. ADISTRY AGREES TO COLLECT NO FUTURE MONTHLY OR YEARLY FEES OR COMMISSIONS AFTER THE FOR CAUSE TERMINATION HAS BEEN ENACTED.
Suspension for Prohibited Acts.
Adistry may suspend any User’s access to any or all services for: (i) use of Adistry in a way that violates local, state, federal, or foreign regulations or laws or the terms of this Agreement, or (ii) posting or uploading material that is alleged to infringe or infringes on the trademark rights or copyright of any entity or person.
Suspension for Non-Payment.
Adistry will provide you with notice of non-payment. Unless the amount has been paid in full, Adistry may suspend your access to any or all of our services seven (7) days after such notice. This means that the page that you have placed Adistry’s code on may be broken or return errors to any potential visitors. Adistry will not suspend you while you are disputing the charges in a reasonably timely manner, in good faith, and are cooperating diligently to resolve the dispute. If you are suspended for non-payment, Adistry may charge a re-activation and onboarding fee to reinstate our services. You agree to be charged this fee immediately in addition to any fees you may already owe.
Suspension for Present Harm.
Adistry will immediately suspend this Agreement if your website: (i) is being subjected to DDoS (distributed denial of service attacks) or other disruptive activity, (ii) is being used to engage in DDoS (distributed denial of service) attacks or other disruptive activity, (iii) is creating a security vulnerability for Adistry, your users, or others, (iv) is causing harm to Adistry or others (v) is consuming excessive bandwidth, then Adistry may through telephonic or electronic notice to you, suspend all or any access to our services. Adistry will try to help you resolve the issues causing the suspension of our service.
Suspension and Termination of Free Services.
Adistry may limit, suspend, or terminate our Free Services for any reason at any time and without notice. Adistry may elect to terminate your subscription to the Free Services due to your lack of activity or filling out your profile in a full and honest manner.
Effect of Termination or Expiration.
Upon termination or expiration of our Agreement, you agree to stop all use of our Agreement and Adistry’s content. If we request, you will provide us in electronic confirmation that you have discontinued all use of Enrichment Data that is being supplied by Adistry. We are not obligated to provide you the opportunity to retrieve customer data after expiration or termination unless this information is required for you to complete any open and paid for work through the Adistry portal that is currently being completed by you. Please refer to the ‘Retrieval of Customer Data’ section below. If you elect to terminate this Agreement for cause, we will promptly refund any prepaid but unused fees after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable. FURTHERMORE, YOU AGREE TO COMPLETE ALL ORDERS THAT HAVE BEEN PURCHASED THROUGH THE ADISTRY PLATFORM WITHIN FOURTEEN (14) DAYS TIME OR REFUND THE ORDER PLUS PAYMENT PROCESSING FEES IN FULL TO ADISTRY WITHIN SEVEN (7) DAYS OF EXPIRATION OR TERMINATION.
If you register with Adistry for an User and/or Channel account, you agree to accept all responsibility for ALL activities that occur under your User and/or Channel account and/or password. You also agree to not transfer, sell or assign your subscription or any rights given to you the subscriber. You are responsible for maintaining the confidentiality of your password. You are responsible for restricting access to any device so that others may not access your Adistry password. Adistry reserves the right to terminate, freeze or deny you access to your account in its sole discretion without notice and without liability.
SUBSCRIPTION TERM TYPES
Adistry offers, but is not limited to, three main types of subscriptions: (1) Enterprise Subscriptions, (2) Limited Subscriptions, and (3) Free Subscriptions.
The limits that apply to you are specified in your Order Form and can be included in Adistry’s pricing page and this Agreement or on our Pricing Page. You must be 18 years of age or older to use any of Adistry’s services, unless your local, state or federal government requires an older age. You are required to abide by all local, state, and federal laws and regulations.
Modifications that may require you to pay more in fees or commission will not apply to you until the start of your next renewal Subscription Term. Upon renewal, the current limits on Adistry’s Pricing Page will apply to your subscription, unless you and we otherwise agree in electronic written form. You may also put a freeze on your account for up to 30-days and your fees and commission will not go up. You must reach out to email@example.com in order to receive your freeze at least seven (7) days before your next renewal period is placed in effect.
For our Free Service Subscriptions, you agree that Adistry can change the limits that apply to you at any time and in our sole discretion and without notice to you, regardless if these changes or modifications are being used in tandem with the other products or services for which you pay Adistry a fee to use.
For our Enterprise Subscriptions, you may not downgrade your subscription. You agree to purchase the appropriate tier of Subscription Service for your anticipated needs. For our Limited Subscriptions, you may downgrade your subscription at the beginning of your next renewal Subscription Term, as specified in the ‘Fee Adjustments at Renewal’ section above.
Adistry holds the right to modify the Subscription Service from time to time, including by adding or deleting features, functions, fees, or commissions, in an effort to improve your experience.
For our Enterprise and Limited Subscriptions, we will not make changes to the Subscription Service that would reduce the functionality provided to you and our additional agreements during the Subscription Term.
For our Free Subscriptions, you agree that Adistry may make changes that materially reduce the functionality provided to you during the Subscription Term solely at our discretion..
For our Enterprise and Limited Subscriptions, web support is included in your Subscription Fee. We attempt to respond to web support questions within two business days; in practice, our responses are generally even faster. We do not guarantee or promise any specific response time.
For our Free Subscriptions, support is offered through the Adistry FAQ page.
Notice of Non-Renewal
You agree that your subscription will automatically renew according to the ‘Term and Renewal’ section above.
To prevent a renewal of an Enterprise or Limited Subscription, you or we must give written notice of non-renewal and this written notice must be received no more than twenty-eight (28) days but no less than seven (7) days in advance of the end of the Subscription Term. If you decide not to renew, you may send the notice of non-renewal by email to firstname.lastname@example.org. You agree that alerting your Adistry representative or account executive via electronic or telephonic means does not constitute your Notice of Non-Renewal unless you also email email@example.com within the twenty-eight (28) to seven (7) day window.
To prevent the continuation of your Free Subscription, you or we may unpublish or close your account.
Retrieval of Customer Data
As long as you have paid all fees owed to Adistry and if you make an electronic request within thirty (30) days after termination or expiration of your subscription, Adistry will provide you copies of, or grant you temporary access to retrieve Customer Data at our discretion. You agree that is within our full access to withhold access to Customer Data until you pay any fees owed to Adistry. After the thirty (30) day grace period after termination or expiration of your Subscription, Adistry has no obligation to maintain or provide you access to the Customer Data and may, unless legally prohibited, delete all Customer Data in our control.
For our Free Subscriptions, we will not provide you with any access to Customer Data after termination or expiration of your subscription.
To achieve the full value of our Services, your participation and effort are required. Resources and people may be needed from you.
We may use your account information such as your email address to authenticate the connection. You grant Adistry permission to use and our licensors to collect data only as necessary to provide the Services to you and as permitted by this Agreement.
We may store and use your data attributed to you using any and all Adistry products, features, services. By agreeing to this Agreement, you grant us the right to access and use your information and data in accordance to all federal laws. If you do not agree to the terms in this section, you should not use Adistry. WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OF DATA. You represent and warrant that you have a right to share any and all information with Adistry for our use and that you are not violating any confidentiality obligations. This information will not be considered Confidential Information under this Agreement.
If we make alpha or beta (the "Alpha/Beta Services") access to some or all of the Services available to you (i) the Alpha/Beta Services are provided "as is" and without warranty of any kind, (ii) we will not be liable to you for damages of any kind related to your use of the Alpha/Beta Services (iii) we may suspend, limit, or terminate the Alpha/Beta Services for any reason at any time without notice.
If Adistry informs you of additional terms and conditions that apply to your use of our Alpha/Beta Services, those terms and conditions will apply as well. We might require your participation to be confidential, and require you to provide feedback to us about your use of the Alpha/Beta Services. You agree that Adistry owns all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.
If you register for a free trial, we will make the applicable Service available to you on a trial basis free of charge until the end of the free trial period or the start date of your paid subscription (whichever occurs earlier). Unless, you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and Adistry will not recover it even if requested to do so. If Adistry includes additional terms and conditions for your free trial, those will apply as well.
Orders that are placed on the Site will require the Seller to approve the Order before the Buyer is charged for the Order. In these cases, the Channel must either approve or deny the Order within 48 hours of the Order being placed by the User. If the Order is not approved by the Channel within this designated timeframe, the Order will be automatically cancelled and the User will be refunded for that part of the order. If the Order is denied by the Channel, the Order will be cancelled and the User will be refunded for that part of the order.
Once the Payment for an Order has been collected by Adistry, Adistry will hold the funds until the Order has been marked as ready to be paid by the Seller.
A Seller will mark an Order as ready to be paid only once the Seller has begun to fulfill the Order, sent over an additional external contract, an agreed upon period of time by both the Buyer and Seller has expired, or the order has been completed in full. This agreed upon period of time should be easily visible in the Seller’s description, communicated directly through the chat function, or in an email that has been received and acknowledged directly by the Buyer.
A Seller using only our Marketplace must complete the Order in full and in its entirety before requesting payment. This may be waived if the Seller’s profile clearly states a different process AND the Seller has a written agreement with Adistry prior to selling.
Once an Order has been marked as ready to be paid, the Buyer will have 48 hours to dispute the Order. See DISPUTES AND CANCELLATIONS below for more information on disputes.
Once the dispute period has passed Adistry will release the Payment to the Channel and the Order will be marked as processed by our system.
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
DISPUTES AND CANCELLATIONS
If a deliverables have not been met, Buyers may file a dispute against the Seller using our dispute resolution tools and by emailing firstname.lastname@example.org and describing the dispute.
Buyers will have 48 hours after an order has been marked as ready to be paid out to a Seller to dispute the order in the Site. Once a dispute has been filed, Adistry will open an internal investigation and withhold all payments to the Seller for the order until the outcome of the dispute has been determined by Adistry.
Adistry reserves the right to cancel orders or place funds on hold for any suspected fraudulent transactions or suspected fraudulent activity on the Site.
Adistry will determine the final outcome of any disputes.
Adistry does not refund payments made for canceled orders back to your payment provider automatically. Funds from order cancellations are refunded to the buyer's balance as credit and are available for future purchases on Adistry. Refunds may be granted in partial amounts or applied only as credit to the seller that the order was purchased from. Up to a 10% (ten percent) payment processing and service fee will be applied on all refunds that are granted. If a Buyer has requested a refund, and the payout to the Seller has yet to go through, Adistry will credit the funds to the Seller or return the funds, less the processing and service fee at our sole discretion. If the Buyer requests a refund after the funds have been transferred to the Seller, the Buyer agrees to resolve the matter directly with the Seller as Adistry Inc no longer holds the funds.
Deposit refunds, when available from the payment provider, can be performed by our Customer Support team. To prevent fraud and abuse, we limit the total amount of times users can request a payment provider refund from their account which is subject to review by our Customer Support team. Such refunds may be subject to an additional fee.
If a chargeback occurs against Adistry Inc, we will reach out to the Seller attached to the chargeback to begin the dispute process. By using Adistry, Sellers agree to respond to any and all dispute correspondence within 24-hours. Adistry will work closely with Sellers to resolve the dispute. We do reserve the right to withhold current or future funds to cover the dollar amount of the dispute, and the Seller is liable for all charges. IF THE CHARGEBACK IS AWARDED IN FAVOR TO THE BUYER, SELLERS AGREE THAT ADISTRY RESERVES THE RIGHT TO CHARGE THE SELLERS BANK ACCOUNT OR CREDIT CARD ON FILE FOR THE FULL AMOUNT OF THE CHARGEBACK PLUS ANY ADDITIONAL FEES THAT AROSE FROM DISPUTING THE CHARGEBACK. IF A SELLER DOES NOT REPLY TO ADISTRY OR OFFER SUFFICIENT EVIDENCE THAT THE ORDER HAD BEEN FULFILLED AS PER THE DESCRIPTION ON THE ORDER, THE SELLER GRANTS ADISTRY THE RIGHT TO BILL, DEDUCT, OR OTHERWISE RECLAIM THE FUNDS AND FEES ASSOCIATED WITH THE CHARGEBACK.
GENERAL LEGAL TERMS
PRIVACY STATEMENT (CONFIDENTIALITY)
Adistry is committed to protecting your privacy. We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information unless we provide you with advance notice, or you express interest in initiating contact with an Adistry Advertising Channel. This does not include website hosting partners and other parties who assist in the operation of Adistry, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others' rights, property, or safety.
However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.
However, at any time, you can email us directly to withdraw your authorization and consent. We will not use you or your business in any further text or graphics in our marketing efforts, on social media platforms and documents.
Limits on Adistry
We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you permit or direct us to. We will use Customer Data only in order to provide the Services to you and only as permitted by applicable laws.
We monitor use of the Services by all of our customers and use the data gathered in an anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you without your express consent.
We will maintain commercially appropriate technical, administrative, and physical safeguards to protect Customer Data. By accepting this Agreement, you consent to the processing of Customer Data in the United States.
Adistry Proprietary Rights
This is an Agreement for use of and access to our Services, and you are not granted a license to any software by this Agreement. The Services are protected by intellectual property laws. They are the property of and belong to Adistry or our licensors, and we retain all ownership rights. You agree not to create derivative works, sell, distribute, copy or rent any of Adistry’s Content, our Subscription Services, our Marketplace, or our Consulting Services in part or in whole, by any means, except when expressly authorized in writing by us. You may not use any of our trademarks without our prior written permission.
If we make Enrichment Data available for you to use, then you may only use this Enrichment Data in direct connection with your use of the Services. Enrichment Data may be made available to you based on Customer Data. The Enrichment Data we provide may be provided through or directly from a third party service provider or from public sources.
Customer’s Proprietary Rights
This Agreement does not grant Adistry any ownership rights to Customer Materials. You grant permission to Adistry and our licensors to use the Customer Materials and Customer Data to provide the Services as permitted by this Agreement. If you are using our Services on behalf of another individual or company, then you warrant and represent that you have all sufficient and necessary permissions and rights to do so.
The Receiver of information and data will: (i) protect the confidential nature of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature and with reasonable care, (ii) not use any Confidential Information for any reason or purpose outside the scope of this Agreement, (iii) limit access to Confidential Information to its employees, contractors, advisors and agents as necessary and (iv) not disclose Confidential Information to any third party, except Adistry’s third party service providers.
Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any local, state or federal law, statute, rule or regulation, legal process or subpoena.
You grant us the right to add your name and company logo to our customer list, website, and other marketing materials.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of any of our Services by you, (b) your breach or noncompliance with this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using your User information. We will notify you in writing within seven (7) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers & Limitations of Liability
Disclaimer of Warranties
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES, DATA MADE AVAILABLE FROM THE SERVICES, Adistry Inc CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES, CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES; PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
Limitation of Liability.
EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.
Third Party Products.
Adistry may run advertisements and promotions from third parties. We may also otherwise provide information about or links to third-party services or products on our site and/or admin panel. Adistry makes and has no representation or claim, and accepts no responsibility for your interaction with, business dealings or participation in promotions of such third parties, and any of such third party's conditions, terms, representations or warranties associated with such dealings or promotions, are solely and entirely between you and such third party. Please note that Adistry's use of such third party links, and any content or information provided within, does not imply endorsement, adoption or affiliation.
ADISTRY IS NOT LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT THAT WAS INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR PROMOTIONS. ADISTRY IS ALSO NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE AS THE RESULT OF THE PRESENCE OF SUCH NON-ADISTRY ADVERTISERS OR THIRD PARTY INFORMATION ON OUR SITE SERVICES, AND/OR ADMIN PANEL.
WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
Agreement to Liability Limit.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
Amendment; No Waiver
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Neither party will be responsible for delay or failure of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or any other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Except for actions for breach of a party’s proprietary rights or nonpayment, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties
You and we agree that no partnership, joint venture, employment, or agency relationship exists between us.
Compliance with Laws
We will comply with all U.S. federal laws in our provision of our Services and our processing of Customer Data. Adistry reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You agree to comply with all laws and regulations in your use of the Services, including any applicable export and tax laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited individuals or countries.
If any part of this Agreement or an Order Form is determined to be unenforceable or invalid by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
To Adistry Inc:
PO Box 2504
Longmont, CO 80501
To you: your address as provided by you in our account and billing information. We may give electronic notices by general notice via the Services and may give electronic notices specific to you by email to your e-mail address or addresses on record in our account information for you or through in platform notifications. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You agree to keep all of your account information current and not hold Adistry Inc liable if you fail to do so.
You will not transfer or assign this Agreement, including any assignment or transfer by reason of reorganization, merger, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, change of control, operation of law, or sale of all or substantially all of our assets.
No Third Party Beneficiaries
Nothing in this Agreement, implied or expressed, is intended to or shall confer upon any third party person or entity any right, remedy or benefit of any nature whatsoever under or by reason of this Agreement.
Contract for Services
This Agreement is a contract for the provision of services and not a contract for the sale of material goods. The provisions of the Uniform Computer Information Transaction Act (UCITA), Uniform Commercial Code (UCC), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the obligations or the rights of the parties under this Agreement.
Each party warrants and represents to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
The following sections shall survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees and Payments’, ‘Contracting Entity and Applicable Law’, 'Prohibited and Unauthorized Use', ‘Termination for Cause’, ‘No Early Termination; No Refunds’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Retrieval of Customer Data’, ‘Company Data’, ‘Alpha/Beta Services’, ‘Adistry Inc’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’.
In the event of a conflict between the terms of this Agreement and an Order, the terms of the Order shall control, but only as to that specific Order.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information.
Our Services are available on mobile devices. Do not use such Services in a way that prevents or distracts you from obeying traffic or safety laws.
Representations & Warranties
You represent, warrant and acknowledge that:
You, your products and/or services, your promotions, and/or your submissions do not and will not, directly or indirectly:
- violate the right of privacy or publicity of any Person
- contain any libelous, obscene, indecent or otherwise unlawful material
- infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person
- violate any laws, FTC and/or FCC rules, regulations, guidelines, or industry standards
You may not:
- frame, copy or mirror any content forming part of Adistry's services
- reverse engineer any of Adistry's services or otherwise attempt to derive its source materials
access Adistry's services for the purpose of
- building a competitive product or service
- copy any features, functions or graphics of Adistry's services
- interfere with or disrupt Adistry's services or any data contained therein
- attempt to gain unauthorized access to Adistry's services, systems or networks
- use Adistry's services for any unlawful purpose or in violation of the rights of any Person
Adistry does its best to provide you good and useful services. There are certain things that we do not promise about said services.
ADISTRY NOR ITS EMPLOYEES, CONTRACTORS, ADVISORS, AGENTS OR USERS MAKE ANY SPECIFIC PROMISES ABOUT ADISTRY'S SERVICES, THE SPECIFIC FUNCTIONS OF SERVICES OR THE EFFECTIVENESS, RELIABILITY OR AVAILABILITY OF SERVICES. WE PROVIDE SERVICES "AS IS."
A FEW JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY THE LAW, ADISTRY'S EMPLOYEES, CONTRACTORS, ADVISORS, AGENTS AND USERS EXCLUDE ALL WARRANTIES.
Unless otherwise agreed upon in writing by both Adistry and Seller, or the Seller has an active paying subscription to our Partner Program, each Seller engaging in business with Adistry must adhere to all non-circumvention terms present in this agreement.
You acknowledge and agree that a substantial portion of the compensation Adistry receives for making the Site available to you is collected as a deduction of Adistry’s Service Fees. Adistry only deducts this Service Fee when a Buyer and a Seller pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Adistry Relationship”). You may opt-out of this obligation only if a Buyer or prospective Buyer or a Seller pays Adistry:
- an “Opt-Out Fee” computed to be the greater of the following amounts:
15% of the cost to the User of the services to be performed in the Adistry Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Buyer; or all Service Fees that would be earned by Adistry from the Adistry Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Seller from a Buyer during the most recent normalized 8-week period, or during such shorter period as data is available to Adistry; and
- interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Buyer first makes payment to the Seller until the date the Opt-Out Fee is paid.
To pay the Opt-Out Fee, you must request instructions by sending an email message to email@example.com.
Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Buyer and Seller.
You agree to notify Adistry immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Adistry by sending an email message to: firstname.lastname@example.org
JURISDICTION SPECIFIC TERMS
Contracting Entity and Applicable Law
Both parties consent to the exclusive jurisdiction and venue of the courts in Denver, Colorado, U.S.A. for all disputes arising out of or relating to the use of our Services.
EU/EEA Data Processing
You acknowledge in all cases that Adistry Inc acts as the processor of Customer Data and you remain the controller of Customer Data for applicable European Union data protection regulations. If you are located in the European Union, you understand that if you give an integration provider access to your Adistry Inc portal, you serve as the controller of such information and the integration provider serves as the processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our subprocessors.
P.O. Box 2504
Longmont, Colorado 80502