THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE. PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT.
IMPORTANT-PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PRICE
SUGGESTER SOFTWARE (“THE PRODUCT”). THE PRODUCT MEANS ALL OF THE
ELECTRONIC FILES PROVIDED BY DOWNLOAD WITH THIS LICENSE AGREEMENT.
BY DOWNLOADING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ
THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE
BOUND BY ITS TERMS AND CONSENT TO THE SOFTWARE PERFORMING THE
FUNCTIONS. IF YOU DO NOT AGREE TO THE TERMS HEREIN OR THE SOFTWARE
FUNCTIONS, DO NOT DOWNLOAD OR USE THE SOFTWARE.
The Product contains material that is protected by United States and foreign intellectual property
laws, including copyright, trade secret, and patent law. All rights not granted to you herein are
expressly reserved by AdTrustMedia, L.L.C. ("AdTrustMedia"). You may not remove any
copyright or other proprietary notice of AdTrustMedia from the Product.
The AdTrustMedia Price Suggester Product is developed by AdTrustMedia. Other software
included in this distribution is provided under other licenses, as listed in the Included Software
and Licenses section at the bottom of this page.
1.1. Grant of License. AdTrustMedia grants you a limited, non-exclusive, non-transferable,
and revocable license to download, install, back-up, and use the Software (the “Product”),
including any documentation and files accompanying the Product. You shall not resell, lease,
sell, modify, reverse engineer, decompile, or create derivative works of the Software. All
rights not expressly granted herein are reserved to AdTrustMedia.
1.2. Restrictions. The license granted herein is only valid if:
(i) the Product is NOT modified in any manner;
(ii) the Product is only installed and used in accordance with your network security policies if installed on a network computer,
(iii) you possess the necessary authority and power to install and use the Product,
(iv) you promptly pay any license fees when due, and
(v) this agreement is accepted without modification and has not been breached.
1.3. Limited License. You must have a license for each computer that accesses or uses the Product prior to installing or using the Product.
1.4. Updates. AdTrustMedia is not obligated to provide updates to the Product. If an update is provided and the update is not accompanied by an additional agreement, this agreement applies to your use and installation of the update. Some Product updates automatically without notice.
1.5. Trial, Evaluation, and Beta. If this agreement pertains to a trial, beta, or evaluation version, the licenses granted herein terminate at the end of the trial or evaluation period or when AdTrustMedia disables access to the Product. All trial, evaluation, and beta licenses are limited to one per customer.
2.1. No Ownership Rights. The Product is being licensed, not sold. AdTrustMedia retains all ownership rights in and to all Product, including any intellectual property rights therein.
2.2. Copyright. The Product contains material that is protected by United States and foreign intellectual property laws, including copyright, trade secret, and patent law. All rights not granted to you herein are expressly reserved by AdTrustMedia. You may not remove any copyright or other proprietary notice of AdTrustMedia from the Product.
2.3. Content. Content, including files, links, images, and text, made available or accessible through the Product is the sole responsibility of the person or entity from whom it originated and is the property of the applicable owner. This agreement does not give any rights to such content. AdTrustMedia does not endorse any such content. You accept all responsibility for security risks and any damage resulting from any content viewed or accessed through the Product, and AdTrustMedia is not responsible for any damage or loss caused by your use or reliance on any of the content, goods or services, or information available through third party sources regardless of how presented.
2.4. Submissions. Any communications sent to AdTrustMedia are the property of AdTrustMedia or its affiliates. Unless stated otherwise herein, submissions are not considered confidential, and AdTrustMedia is not liable for any use or disclosure of a submission. Except as noted herein, AdTrustMedia is entitled to unrestricted use of any submissions for any purpose whatsoever without compensation to the provider thereof.
3.1. Lawful Use. The Product is solely for lawful purposes and use. You are responsible for ensuring that your use of the Product is in accordance with this agreement and any applicable laws, statutes, ordinances, regulations, rules and other government authority.
3.2. Compliance. You shall
(1) not interfere or disrupt networks connected to AdTrustMedia’s services;
(2) comply with all regulations, policies and procedures of networks connected to the services;
(3) not use the Product to infringe the privacy or intellectual property rights of a third party;
(4) not use the Product to distribute or transmit any file that contains malware,
(5) not attempt to gain unauthorized access to other computer systems; and
(6) not use the Product to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature.
3.3. Export. You represent that you are not located in and will not modify, export or re- export, either directly or indirectly, the Product to any country or entity under United States restrictions or to any country or entity subject to applicable trade sanctions. The United States restricted country and persons list is subject to change without notice from AdTrustMedia, and you must comply with the list as it exists in fact. ADTRUSTMEDIA SHALL NOT BE LIABLE FOR YOUR VIOLATION OF ANY SUCH EXPORT OR IMPORT LAWS, WHETHER UNDER UNITED STATES LAW OR FOREIGN LAW.
4.1. Term. This agreement is effective until terminated by you or by AdTrustMedia.
4.2. Termination by You. You may terminate this agreement at any time by removing all copies of the software in your possession or under your control.
4.3. Termination by AdTrustMedia. AdTrustMedia may terminate this agreement at any time by posting notice of the termination on its website. AdTrustMedia may monitor its systems for excessive consumption of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption. If AdTrustMedia deems your use to be excessive, AdTrustMedia may stop your access to Adtrustmedia services.
4.4. Events Upon Termination. Upon termination, you must immediately cease using the Product and delete all copies of any related software found on your computer and any backup copies made. Upon termination, AdTrustMedia may disable further use of the Product without further notice and may delete, remove, and erase any account information, any backup data stored by AdTrustMedia, and any other information stored or collected by AdTrustMedia. Such deletions are in AdTrustMedia’s sole discretion and may occur without notice to you. No refunds shall be given for any reason.
5.1. Indemnification. You shall indemnify
(ii) AdTrustMedia’s affiliates,and
(iii) AdTrustMedia’s and its affiliate's directors, officers, employees, attorneys, and agents (each an "Indemnified Person") against all liabilities, losses, expenses, or costs (including reasonable attorney's fees) (collectively "Losses") that, directly or indirectly, are based on your breach of this agreement, information provided by you, or your infringement on the rights of a third party.
5.2. Indemnification Procedure. AdTrustMedia shall notify you promptly of any demand for indemnification. However, AdTrustMedia’s failure to notify will not relieve you from your indemnification obligations except to the extent that the failure to provide timely notice materially prejudices you. You may assume the defense of any action, suit, or proceeding giving rise to an indemnification obligation unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Person in good faith. You may not settle any claim, action, suit or proceeding related to this agreement unless the settlement also includes an unconditional release of all Indemnified Persons from liability.
5.3. Additional Liability. Your indemnification obligations are not AdTrustMedia’s sole remedy for a breach and are in addition to any other remedies AdTrustMedia may have against you under this agreement. Your indemnification obligations survive the termination of this agreement.
6. Disclaimers and Limitation of Liability
6.1. Internet. You acknowledge that the Product is subject to the operation and telecommunications infrastructures of the Internet and the operation of your Internet connection services, all of which are beyond AdTrustMedia’s control.
6.2. Guarantee Disclaimer; Assumption of Risk. EXCEPT AS SPECIFICALLY STATED OTHERWISE IN THIS AGREEMENT, ADTRUSTMEDIA EXPRESSLY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES IN THE PRODUCT. THIS DISCLAIMER INCLUDES ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND IS EFFECTIVE TO THE MAXIMUM EXTENT ALLOWED BY LAW. ADTRUSTMEDIA DOES NOT GUARANTEE THAT 1) THE PRODUCT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR 2) THAT ACCESS TO THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
6.3. Damage Limitation. THE TOTAL LIABILITY OF ADTRUSTMEDIA AND ITS AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, ATTORNEYS, AGENTS AND CONTRACTORS, RESULTING FROM OR CONNECTED TO THIS AGREEMENT IS LIMITED TO A MAXIMUM OF 1/100 U.S. DOLLARS ($0.01 U.S. DOLLARS). YOU WAIVE ALL LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THIS WAIVER INCLUDES ALL DAMAGES FOR LOST PROFITS, REVENUE, USE, OR DATA AND APPLIES EVEN IF ADTRUSTMEDIA IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations apply to the maximum extent permitted by law regardless of 1) the reason for or nature of the liability, including tort claims, 2) the number of claims, 3) the extent or nature of the damages, and 4) whether any other provisions of this agreement have been breached or proven ineffective.
6.4. Data Transfer. ALL MATERIAL AND/OR DATA DOWNLOADED OR OBTAINED THROUGH THE PRODUCT IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR THE USE OR YOUR POSSESSION OF SUCH DATA OR MATERIAL. ADTRUSTMEDIA DOES NOT ACTIVELY MONITOR ANY INFORMATION OR MATERIAL TRANSFERRED THROUGH ITS PRODUCT AND CANNOT WARRANT THE CONTENT OF SUCH MATERIAL OR DATA.
6.5. Class Action Waiver: Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor AdTrustMedia will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitration or proceedings.
6.6. Exceptions. If any legal right disallows an exclusion of warranties or disallows limiting certain damages, then the disclaimers of guarantee and limitations on liability herein apply to the maximum extent allowed by law.
6.7. Limitations on Remedy. Except for actions and claims related to a party’s indemnification obligations, all actions or claims relating to this agreement must be brought within one (1) year from the date when the cause of action occurred.
7.2. Guarantee Disclaimer; Assumption of Risk. EXCEPT AS SPECIFICALLY STATED OTHERWISE IN THIS AGREEMENT, ADTRUSTMEDIA EXPRESSLY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES IN THE PRODUCT. THIS DISCLAIMER INCLUDES ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND IS EFFECTIVE TO THE MAXIMUM EXTENT ALLOWED BY LAW. ADTRUSTMEDIA DOES NOT GUARANTEE THAT 1) THE PRODUCT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR 2) THAT ACCESS TO THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
This Product obtains information from your web browsing such as visited product URLs, unique user ID, and the clicked offer URL. YOU ARE GIVING EXPRESS PERMISSION TO ADTRUSTMEDIA TO COLLECT THIS INFORMATION.
TO UNINSTALL THE PRICE SUGGESTER PRODUCT, TAKE THE FOLLOWING STEPS:
a. Go to "Add or Remove" on your operating system.
b. Select or highlight the Price Suggester program, then click "Remove."
7.2. Opt Out. You may opt-out of having information used for purposes not directly related to the Product by emailing a clear notice to email@example.com. By downloading this software, you affirmatively consent to receiving AdTrustMedia's and its affiliates' promotional material.
8.1. No Agency. There is no agency relationship between AdTrustMedia and yourself, the user, whether express or implied. There is no partnership between AdTrustMedia and yourself, the user, whether express or implied.
8.2. Notices All questions, notices, demands, or requests to AdTrustMedia with respect to this Agreement shall be made in English writing to: AdTrustMedia, L.L.C., 41 Watchung Plaza, Unit #330, Montclair, New Jersey 07042. All notices to you shall be made by posting the notice on the AdTrustMedia website.
8.3. Entire Agreement. This agreement, along with the attached schedules and any documents referred to herein, is the entire agreement between the parties with respect to the subject matter, superseding all other agreements that may exist with respect to the subject matter. Section headings are for reference and convenience only and are not part of the interpretation of the agreement.
8.4. Modifications. AdTrustMedia may amend or discontinue certain Product offered under this agreement in its sole discretion, including modifying renewal license fees, availability, equipment and software requirements, and limiting or restricting use of Product. AdTrustMedia may amend this agreement to the extent allowed by law. AdTrustMedia will give you notice of these amendments by posting the modified agreement to its website. You must periodically visit AdTrustMedia’s website to be aware of any changes. Continued use of a Product after an amendment constitutes your acceptance of the change.
8.5. Waiver. A party’s failure to enforce a provision of this agreement does not waive the party’s right to enforce the same provision later or right to enforce any other provision of this agreement. To be effective, all waivers must be both in writing and signed by the party benefiting from the waived provision.
8.6. Force Majeure and Internet Frailties. Neither party will be liable for a delay or failure to perform an obligation to the extent that the delay or failure is caused by an occurrence beyond the party's reasonable control. Each party acknowledges that the operation of the Internet is beyond the other party’s reasonable control, and neither party will be liable for a delay or failure caused by an interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, or other such transmission failure.
8.7. Governing Law and Venue. The laws of the state of New Jersey govern the interpretation, construction, and enforcement of this agreement and all proceedings arising out of it, including tort claims, without regard to any conflicts of law principles. All proceedings or legal action arising from this agreement must be commenced in the state or federal courts of New Jersey. Both parties agree to the exclusive venue and jurisdiction of these courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are specifically excluded.
8.8. Assignment. You may not assign any of your rights or obligations under this agreement, whether by merger, consolidation, operation of law, or any other manner, without the prior written consent of AdTrustMedia. For purposes of this section only, a change in control is deemed an assignment. Any transfer without consent is void. To the extent allowed by law, AdTrustMedia may assign its rights and obligations without your consent.
8.9. Severability. Any provision held invalid or unenforceable will be reformed to the minimum extent necessary to make the provision valid and enforceable. If reformation is not possible, the provision is deemed omitted and the balance of the agreement remains valid and enforceable.
8.10. Survival. All provisions relating to confidentiality, proprietary rights, indemnification, and limitations of liability survive the termination of the agreement.
8.11. Rights of Third Parties. There are no third party beneficiaries under the agreement.
To the extent permitted by law, you shall notify AdTrustMedia, LLC of any dispute arising under this agreement before seeking dispute resolution. If dispute is not resolved within sixty (60) days after initial notice, then a party may proceed as follows:
10. Other Software Terms and Conditions
The parties shall resolve the dispute by arbitration conducted through the services of the American Arbitration Association (“AAA”). The party initiating the arbitration shall send notice to the other party. All arbitration hearings will be in Clifton, New Jersey.
The parties shall appoint a panel of three possible arbitrators to hear the matter and then each party shall name one Arbitrator to be dropped from the panel, leaving one arbitrator. The party giving notice of the arbitration shall select the first dropped arbitrator.
The parties shall split the costs of the arbitrator equally regardless of the final decision. The party found in default of this agreement by the arbitrator shall pay all costs of the other party that are incurred in enforcing its rights under this agreement (including attorney’s fees).
Other software included in this distribution, if any, is provided under other licenses as listed in the Included Software and Licenses section at the bottom of this page.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
BY INSTALLING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS LICENSE AGREEMENT AND THAT YOU ARE ACCEPTING ALL OF ITS TERMS AND CONDITIONS, AS WELL AS THE FUNCTIONS OF THIS SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE FUNCTIONS OF THIS SOFTWARE, DO NOT INSTALL THE SOFTWARE.