Terms and Conditions

EFFECTIVE DATE: DECEMBER 9, 2013

THESE TERMS AND CONDITIONS AND ADDION.COM’S PRIVACY POLICY (collectively, “this Agreement”) are made by and between ADDION ("Company" or “We”"), and YOU, THE USER ("User" or “You”), and govern both your legal rights with regards to Addion the business, as well as your legal rights and obligations with regard to the use of Company’s website (the "Website"), emails and other communications outside the Website (the “Communications”), Company’s software-as-a-service applications (the "Software") and Company’s professional managed services (the “Managed Services”) (collectively, the "Service"). In consideration of the use of the Service provided by Company to User, the receipt and sufficiency of which is hereby acknowledged, Company and User agree as follows:

  1. Bound by Agreement. Company and User explicitly and implicitly agree to be bound by the terms and conditions of this Agreement each time User accesses and/or uses the Service. If User does not wish to be bound by the terms of this Agreement, Use must not use and/or access the Service.
  2. Amendments. Company may amend this Agreement at any time by posting the amended terms on our Website. Company may or may not post notices on the Website when such changes occur. Such changes become effective at the time the amendment is posted. It is User’s responsibility to monitor this Agreement for updates and revisions.
  3. Registration Required. In order to use the Software, User is required to register.
  4. Registration Acceptance and Denial. Company reserves the right to accept or deny User registration, at Company’s sole discretion.
  5. Termination. Unless otherwise specified in a separate agreement between Company and User, User may terminate User’s account at any time. At Company’s sole discretion, up to 5 business days may be required by Company to comply with User’s termination notice. Company may terminate User’s account without notice to User if User violates this Agreement, as determined by Company at its sole discretion, or if Company ceases offering the Service. If User’s account is terminated, Company reserves the right to remove User’s account information along with any software settings from Company’s servers with no notice or liability to User.
  6. Eligibility. To be eligible to use the Service, User must meet the following criteria and represent and warrant that User: (1) is 18 years of age or older; (2) is not currently restricted from the Service, or not otherwise prohibited from having an account, (3) is not a competitor of Company and/or is not using the Service for reasons that are in competition with Company; (4) has full power and authority to enter into this Agreement and doing so will not violate any other agreement to which User is a party; (5) will not violate any rights of Company, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at User’s cost all equipment, software, and Internet access necessary to use the Service
  7. Inventions and Contributions. By submitting ideas, suggestions, documents, and/or proposals ("Inventions and Contributions") to Company by email or through the Service, User acknowledges and agrees that: (a) Inventions and Contributions do not contain confidential or proprietary information; (b) Company is not under any obligation of confidentiality, express or implied, with respect to the Inventions and Contributions; (c) Company shall be entitled to use or disclose (or choose not to use or disclose) Inventions and Contributions for any purpose, in any way, in any media worldwide; (d) similar Inventions and Contributions may already be under consideration or in development by Company; (e) User irrevocably assign to Company all rights to Inventions and Contributions; and (f) User is not entitled to any compensation or reimbursement of any kind from Company.
  8. Company’s Confidential Information.  User agrees to hold Company's Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties.  User also agrees not to use any of Company's Confidential Information to hinder Company, or aid or create Company’s competitors. "Confidential Information" as used in this Agreement shall mean all information disclosed by Company to  User, or otherwise obtained by User pursuant to Services provided by Company to User that is not generally known in Company's trade or industry and shall include, without limitation, (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Company or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; and (d) any information regarding the skills and compensation of employees, contractors or other agents of the Company or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Company or User in the course of Company's business. User's obligations set forth in this Section shall not apply with respect to any portion of the Confidential Information that User can document by competent proof that such portion: (i) is in the public domain through no fault of User; (ii) has been rightfully independently communicated to User free of any obligation of confidence; or (iii) was developed by User independently of and without reference to any information communicated to User by Company. In addition, User may disclose Company's Confidential Information to the limited extent required by a valid order of a court or other governmental body, or as otherwise required by law. All Confidential Information furnished to User by Company is the sole and exclusive property of Company or its suppliers or customers. Upon request by Company, User agrees to promptly deliver to Company the original and any copies of the Confidential Information.
  9. User’s Confidential Information.  Company agrees to hold User's Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties.  "User’s Confidential Information" as used in this Agreement shall mean all information disclosed by User to Company, or otherwise obtained by Company pursuant to Services provided by Company to User that is not generally known in User’s trade or industry and shall include, (a) business performance statistics and metrics, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; and (b) any information regarding the skills and compensation of employees, contractors or other agents of the User or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Company or User in the course of Company's business. Company's obligations set forth in this Section shall not apply with respect to any portion of the Confidential Information that Company can document by competent proof that such portion: (i) is in the public domain through no fault of Company; (ii) has been rightfully independently communicated to Company free of any obligation of confidence; or (iii) was developed by Company independently of and without reference to any information communicated to Company by User. In addition, Company may disclose User’s Confidential Information to the limited extent required by a valid order of a court or other governmental body, or as otherwise required by law. All Confidential Information furnished to Company by User is the sole and exclusive property of User or its suppliers or customers. Upon request by User, Company agrees to promptly deliver to User the original and any copies of the Confidential Information.
  10. Content Usage. User understands and agrees that the Service and related technologies and intellectual property are owned by and belong to Company and are protected by United States Copyright Law, and as such, User will not attempt to reverse engineer or otherwise copy the Service, including, but not limited to, the Website, the Communications, the Software, and any related technologies. Any violation of this provision is grounds for subjecting User to civil and criminal action. User understands and agrees that Company’s name, Company’s product names, and other products and company names mentioned in the Service may be trademarks, servicemarks or copyrights of their respective owners, and that as such, User may not use any copyrighted material or use any such trademark or servicemark in connection with any product or service in any manner which violates the law, including, but not limited to, United States Trademark Law.
  11. Reports. Company will periodically provide reports to User, through the Software or other means at Company’s sole discretion, concerning User’s usage of the Service.
  12. Ownership of Media and Other Accounts. Company is the sole owner and viewer of any accounts opened on behalf of User with media publishers and other entities (collectively, the “Publisher Accounts”). Should User or Company terminate the User’s use of the Service, Publisher Accounts will remain with Company, and Company may, at its sole discretion, close Publisher Accounts. During and after the termination of this Agreement, User waives any access to, interest in and ownership of Publisher Accounts.
  13. Billing. Company may require User to provide funds for media, fees, commissions, etc. Bills for such funds will be due and payable in accordance with the terms and conditions of this Agreement and either an invoice sent by Company to User, or a record of receipt of funds if User’s account involves advance payment via credit card or other instrument. If sent by invoice, the fees set forth in this Agreement will typically be billed on or around the first of each month and are due within thirty (30) days of User’s receipt of the invoice.  Charges shall accrue a 2% finance charge each month on any balances outstanding, beginning 30 days after invoice date.  All payments will be made by credit card, check or bank wire, unless mutually agreed upon by Company and User.  If User’s outstanding balance becomes over 30 days past due, Company may charge a User credit card for future invoice amounts, as well as any existing invoiced amounts due and outstanding. Company may use its discretion in allocating Users’ funds. User is not entitled to any rebates, credits, discounts or refunds provided by Publisher Accounts. If Company offers any special promotions that provides User with credits or other incentives in connection with Publisher Accounts (the "Promotional Credits"), and User or Company terminates this Agreement prior to drawing down the initial full value of the Promotional Credits, then User will repay to Company the initial full amount of the Promotional Credits.
  14. Non-Circumvention. User will not directly or indirectly contact, interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate Company’s interest or relationship with providers of Publisher Accounts.
  15. Third-Party Sites. The Service may include links to third-party web sites and/or platform applications (collectively, "Third-Party Sites"). User is responsible for evaluating whether User wants to access or use a Third-Party Site. User should review any applicable terms and/or privacy policy statements of Third-Party Sites before using them or sharing any information with them, because User may give the Third-Party access to or permission to use User’s information in undesirable ways. Company is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third-Party Sites. Company does not screen, audit, or endorse Third-Party Sites. Accordingly, if User decides to access Third-Party Sites, User does so at User’s own risk and agrees that use of any Third-Party Sites is on an "as-is" basis without any warranty as to the use of the Third-Party Sites, and that this Agreement does not apply to use of Third-Party Sites. If User allows Third-Party Sites to authenticate to or connect with User’s Service account, Third-Party Sites may be able to access information on the Service and vice-versa related to User and User’s accounts.
  16. Limited License. Upon registering for the Service and upon the condition that User complies with all of obligations under this Agreement, Company grants User a non-exclusive, non-transferable, revocable license to access and use the Service, in accordance with this Agreement. Violation of any of the terms of this Agreement is grounds for the immediate termination of User’s account without notice and is also grounds for civil and/or criminal liability.
  17. Warranties and Liability.  User understands and acknowledges that Company's service is being provided and made available on an "AS IS" and "AS AVAILABLE" basis. The service may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. Company CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. USER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH USE OF THE SERVICE. Company is not obligated to provide any maintenance, technical or other support for the Service. Company and its Directors, Officers, Employees or Agents will have no financial or other obligation or liability to User other than what is contained in this Agreement. To the maximum extent permitted by applicable law, neither party shall be liable for any special, indirect, incidental, punitive or consequential damages (including, without limitation, for breach of contract or warranty, negligence or strict liability), or for interrupted communications, loss of use, lost business, lost data or lost profits (even if such party was advised of the possibility of any of the foregoing), arising out of or in connection with this Agreement. The foregoing exclusion of liability will not apply to (i) either party's indemnification obligations, including any amounts payable in connection therewith; (ii) confidentiality obligations and (iii) or either party's willful misconduct. To the maximum extent permitted by applicable law, under no circumstances shall Company’s cumulative, aggregate liability to User and any third party exceed the amount of fees and commissions, excluding funds applied to media and other services provided by Publisher Accounts, received by Company from you during the 12-month period immediately prior to the incident giving rise to such liability. In lieu of refund, Company shall be permitted, at its sole discretion, to provide "make-good" marketing services, provided such "make-good" marketing services are provided within a reasonable period of time after the liability has accrued.
  18. Indemnification. User agrees to indemnify Company and its directors, officers, employees, agents, successors, assigns, third-party vendors, and affiliates from any liability, loss, claim and expense, including reasonable attorney's fees, related to: (1) User’s failure to comply with this Agreement, (2) any content User submits to or through the Service, (3) User’s use of the Service, and (4) any violation by User of the terms of this Agreement.  As a condition to the indemnity obligations hereunder, the indemnified party will provide the indemnifying party with:  (i) prompt written notice of the Claim (provided that the failure to provide such notice will not relieve the indemnifying party of its obligations unless such failure prejudices its ability to defend the Claim); (ii) the exclusive control of the defense and settlement discussions for the Claim (provided that the indemnified party may participate in the defense and settlement discussions with counsel at its own expense with counsel of its choosing); and (iii) such assistance as may be reasonably requested by the indemnifying party at the indemnifying party’s expense.  The indemnifying party shall pay directly or reimburse the indemnified party for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection with the defense of a Claim.
  19. Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration in Los Angeles County before a single arbitrator with knowledge and experience concerning the subject matter of the dispute. Unless otherwise agreed by the parties, the arbitration shall be administered by JAMS. For matters where the amount in controversy does not exceed $250,000, the arbitration shall be governed by JAMS Streamlined Arbitration Rules and Procedures; all other disputes shall be governed by JAMS Comprehensive Arbitration Rules and Procedures. Judgment on any award may be entered by either party in any court having jurisdiction. This clause shall not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator, and the reasonable attorneys’ fees of the prevailing party.
  20. Representations and Warranties. Each party represents and warrants to the other party that: (a) Such party has all necessary right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) Nothing contained in this Agreement or required by such party’s performance hereunder will place such party in breach of any other contract or agreement to which it is bound, or violate any applicable law; (c) To such party’s knowledge, the performance of this Agreement shall not infringe upon or violate the Intellectual Property or privacy rights of any third party.  Except as expressly set forth in this Agreement, neither party makes, and each specifically disclaims, any representations or warranties, express or implied, including without limitation, warranties of merchantability and fitness for a particular purpose, regarding the subject matter of this Agreement.
  21. Successors and Assigns.  Company may assign this Agreement. Subject to the foregoing, this Agreement will be for the benefit of Company's successors and assigns, and will be binding on User as well as User's subcontractors and agents.
  22. Binding Agreement. Subject to the preceding paragraph, this Agreement shall inure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, legal representatives, successors, and assignees.
  23. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California.
  24. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
  25. Waiver. The waiver by Company of a breach of any provision of this Agreement by User shall not operate or be construed as a waiver of any other or subsequent breach by User.