Adjl Advertising Terms and Conditions

These Adjl Advertising Terms ("Terms") are entered into by "Adjl" and the entity executing these Terms or that accepts these Terms electronically ("Customer"). These Terms govern Customer's participation in Adjl's advertising programs and services. In consideration of the foregoing, the parties agree as follows:

Customer authorizes Adjl and its affiliates to place Customer's advertising materials and related technology on any content or property provided by Adjl or its affiliates on behalf of itself or, as applicable, a third party ("Partner"). Customer is solely responsible for all: (i) creative content ("Creative"), (ii) ad trafficking or targeting decisions (e.g., keywords) ("Targets"), (iii) properties to which the Creative directs viewers (e.g., landing pages) along with the related URLs and redirects ("Destinations"), and (iv) services and products advertised on Destinations (collectively, "Services"). The Program is an advertising platform on which Customer authorizes Adjl or its affiliates to use automated tools to format ads.

Customer will not provide ads containing malware, spyware, or any other malicious code, nor knowingly breach or circumvent any Program security measures.

Unless a policy, the Program user interface, or an agreement referencing these Terms (an "Insertion Order" or "IO") provides otherwise, either party may cancel any ad at any time before the earlier of ad auction or placement. Cancelled ads will generally cease serving within 8 business hours or as described in a policy or IO. Customer must cancel ads online through Customer's account ("Ad Cancellation Process"). Adjl will not be bound by a Customer-provided IO.

Customer warrants that (a) it holds, and hereby grants Adjl, its affiliates, and Partners, the rights in Creative, Destinations, and Targets for Adjl, its affiliates, and Partners to operate the Programs; and (b) all information and authorizations provided by Customer are complete, correct, and current. Customer authorizes Adjl and its affiliates to automate retrieval and analysis of Destinations for the purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which Customer advertises in connection with these Terms ("Advertiser").

Customer will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by Adjl, within a commercially reasonable time period specified by Adjl.

Disclaimers. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND ADJL, ITS AFFILIATES, AND PARTNER PROPERTIES ARE PROVIDED "AS IS" AND AT CUSTOMER'S AND ADVERTISER'S OPTION AND RISK, AND NONE OF ADJL, ITS AFFILIATES, OR ADJL'S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER'S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO ADJL BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

Indemnification. Customer will defend, indemnify, and hold harmless Adjl, its Partners, agents, affiliates, and licensors from any third-party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use, and breach of these Terms by Customer. Partners are intended third-party beneficiaries of this section.

Term. Adjl may add to, delete from, or modify these Terms at any time without liability. Customer should review these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. Either party may terminate these Terms at any time with notice to the other party. The parties agree to waive any provisions of Arizona law that may limit, restrict, require a court order, or otherwise inhibit Adjl's ability to terminate these Terms at its sole discretion. Adjl may suspend Customer's ability to participate in the Programs at any time. In all cases, the continuation of any Customer campaigns after termination is at Adjl's sole discretion.

Adjl Publisher Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING FOR THE ADJL PUBLISHER ONLINE PROGRAM. PARTICIPATION IN THE ADJL PUBLISHER ONLINE PROGRAM INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

This agreement ("Agreement") between You and Adjl consists of these Adjl Publisher Online Program Standard Terms and Conditions ("Terms and Conditions"). "You" or "Publisher" refers to any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on their behalf, which shall also be bound by the terms of this Agreement.

Participation in the Program is subject to Adjl’s prior approval and Your continued compliance with the Program Policies ("Program Policies"). Adjl reserves the right to refuse participation to any applicant or participant at any time at its sole discretion. By enrolling in the Program, You confirm that You are at least 18 years of age and agree that Adjl may serve third-party and/or Adjl-provided advertisements ("Ads") in connection with the website(s) and/or mobile content that You designate, or other properties expressly authorized in writing by Adjl ("Other Properties"). Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Adjl. You must have and abide by an appropriate privacy policy that clearly discloses that third parties may be placing and reading cookies on your users’ browsers, or using web beacons to collect information, in the course of ads being served on your website. Your privacy policy should also include information about user options for cookie management.

You agree to comply with the specifications provided by Adjl to ensure proper delivery, display, tracking, and reporting of Ads in connection with Your property(ies), including by not modifying the JavaScript or other programming provided by Adjl unless expressly authorized in writing by Adjl.

All Ads will be grouped and displayed to end users of the property(ies) as ad units ("Ad Units") in standard formats as offered by Adjl. You may select a format approved by Adjl for the display of Ad Units, but You acknowledge that Ads: (i) shall only be displayed in connection with properties approved by Adjl, and (ii) are subject to placement guidelines set forth herein.

You agree not to display on the same webpage any advertisement(s) or content that would reasonably confuse users with an Adjl advertisement or otherwise associate with Adjl. Certain Adjl services in the Program may offer filtering capabilities. If You use these filters, it is Your responsibility to configure them correctly, and Adjl does not guarantee that all results will be limited to the ones selected by enabling such filters.

You agree to direct all communications regarding Ads displayed in connection with Your properties to Adjl, not to any advertiser.

You are solely responsible for Your properties, including content, materials, maintenance, and operation, and for implementing Adjl's specifications. Adjl reserves the right to investigate any activities that may violate this Agreement, including use of software applications to access Ads or engagement in prohibited activities. Adjl is not responsible for issues related to Your properties, including end-user queries or transmission of data between Your properties and Adjl.

You agree not to: (i) generate clicks on Ads through automated, deceptive, or fraudulent means, (ii) modify Ads without authorization, (iii) inhibit the display of Ads or redirect users from Advertiser Pages, (iv) display Ads on websites containing illegal or inappropriate content, (v) engage in activities that violate Program Policies, including disseminating malware, or (vi) take any actions that damage or devalue Adjl’s reputation. Violations are considered material breaches and may result in suspension or termination of Your account and legal remedies.

Termination. You may terminate this Agreement at any time by sending written notice to Adjl. The Agreement will be deemed terminated within 10 business days of Adjl's receipt of Your notice. Adjl may terminate or suspend Your participation in the Program at any time, at its sole discretion, without notice. Adjl also reserves the right to terminate accounts that do not generate a sufficient number of valid clicks or impressions over a period of six months.

Confidentiality. You agree not to disclose Adjl Confidential Information without Adjl's prior written consent. "Adjl Confidential Information" includes, but is not limited to, all Adjl technology, specifications, and data related to the Program. However, You may disclose Adjl's gross payments to You under the Program.

No Guarantee. Adjl makes no guarantee regarding the level of impressions or clicks on any Ad, the timing of such impressions or clicks, or the amount of any payment to be made to You under this Agreement. Adjl also does not guarantee the Program's operability at all times due to potential internet outages, system maintenance, or events beyond its control, such as natural disasters.

Disclaimer of Warranties. ADJL PROVIDES THE PROGRAM "AS IS" AND DISCLAIMS ALL WARRANTIES, INCLUDING NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ADJL DOES NOT GUARANTEE PERFORMANCE OR RESULTS OF THE PROGRAM.

Limitation of Liability. EXCEPT FOR INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OR BREACHES OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES. ADJL'S AGGREGATE LIABILITY IS LIMITED TO THE NET AMOUNT PAID TO PUBLISHER DURING THE THREE MONTHS PRECEDING THE CLAIM.

Payments. You will receive payment for valid clicks on Ads as determined by Adjl. Upon termination, Adjl will pay Your balance within 90 days, provided the balance does not include invalid clicks or breaches of this Agreement. You are responsible for maintaining accurate contact and payment information for Your account. Adjl may withhold or adjust payments if invalid activity is detected or if advertisers default on payments. You are responsible for paying all applicable taxes related to Your participation in the Program.

Representations and Warranties. You represent and warrant that (a) all information provided by You is accurate and current, (b) You own or are authorized to act on behalf of the properties listed in the Program, (c) You have the authority to enter into this Agreement, and (d) You comply with all applicable laws, including privacy and anti-spam laws. You also warrant that Your properties do not contain illegal or offensive content.

Indemnification. You agree to indemnify and hold Adjl, its affiliates, and partners harmless from any claims, liabilities, or expenses arising from Your participation in the Program or breach of this Agreement.

Intellectual Property. Adjl retains all rights to the Program, including its technology. You may not modify, reverse engineer, or create derivative works from Adjl's technology or attempt to develop competing services using Adjl's proprietary information.