Terms and conditions
Terms and conditions
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH SELLERS (DEFINED BELOW) MAY CREATE LISTINGS (DEFINED BELOW) FOR ADVERTISEMENTS (DEFINED BELOW) AND USERS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK ADVERTISEMENTS. YOU UNDERSTAND AND AGREE THAT ADSET IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN SELLERS AND BUYERS, NOR IS ADSET A REAL ESTATE BROKER, AGENT OR INSURER. ADSET HAS NO CONTROL OVER THE CONDUCT OF SELLERS, BUYERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY ADVERTISEMENTS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
“Adset Content” means all Content that Adset makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
“Collective Content” means Member Content and Adset Content.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Seller” means a Member who creates a Postings via the Site, Application and Services.
“Posting” means an Advertisement that is listed by a Seller as available for rental via the Site, Application, and Services.
“Ad space” means a space or location posted by a seller.
“User” means a person who completes Adset’s account registration process, including, but not limited to Sellers and Buyers, as described under “Account Registration” below.
“User Content” means all Content that a User posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal indirect or other withholding and personal or corporate income taxes.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, OR BY PARTICIPATING IN THE REFERRAL PROGRAM, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR TO PARTICIPATE IN THE REFERRAL PROGRAM. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Adset reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
How the Site, Application and Services Work the Site, Application and Services can be used to facilitate the Posting and booking of residential and other locations (“Advertisements”). Such Advertisements are included in Listings on the Site, Application and Services by Sellers. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book an Advertisement or create a Listing, you must first register to create an Adset Account (defined below). As stated above, Adset makes available a platform or marketplace with related technology for Buyers and Sellers to meet online and arrange for bookings of Advertisements. Adset is not an owner or operator of properties, including, but not limited to, Malls, Restaurants, other or Advertisements, nor is it a provider of properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Advertisements and Adset does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Advertisements or transportation or travel services. Adset’s responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited agent of each Seller for the purpose of accepting payments from Buyers on behalf of the Seller.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE BOOKING OF ADVERTISEMENTS. ADSET CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ADVERTISEMENTS. ADSET IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND ADVERTISEMENTS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT THE BUYER’S OWN RISK.
In order to access certain features of the Site and Application, and to buy or sell, you must register to create an account (“Adset Account”) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
We will create your Adset Account and your Adset Account profile page for your use of the Site and Application based upon the personal information you provide to us. You may not have more than one (1) active Adset Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Adset reserves the right to suspend or terminate your Adset Account and your access to the Site, Application and Services if you create more than one (1) Adset Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Adset Account, whether or not you have authorized such activities or actions. You will immediately notify Adset of any unauthorized use of your Adset Account.
As a Member, you may Post an Ad space. To this end, you will be asked a variety of questions about the Postings to be listed, including, but not limited to, the location, size, features, availability, pricing and related rules and financial terms. In order to be featured in Postings via the Site, Application and Services, all Postings must have valid physical addresses. Postings will be made publicly available via the Site, Application and Services. Other Members will be able to book your Ad space via the Site, Application and Services based upon the information provided in your Posting. You understand and agree that once a Buyer requests a booking of your Posting, the price for such booking may not be altered.
You acknowledge and agree that you are responsible for any and all Ad spaces. Accordingly, you represent and warrant that any Ad space and the booking of, (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any Advertisement included in a Posting you list, including, but not limited to, zoning laws and laws governing rentals of residential and other properties and (b) not conflict with the rights of third parties. Please note that Adset assumes no responsibility for a Seller’s compliance with any applicable laws, rules and regulations. Adset reserves the right, at any time and without prior notice, to remove or disable access to any Posting for any reason, including posting that Adset, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
You understand and agree that Adset does not act as an insurer or as a contracting agent for you as a Seller. If a Buyer requests a booking of your Posting and puts up their advertisement at your location, any agreement you enter into with such Buyer is between you and the Buyer and Adset is not a party thereto. Notwithstanding the foregoing, Adset serves as the limited authorized agent of the Seller for the purpose of accepting payments from Buyer on behalf of the Seller and is responsible for transmitting such payments to the Seller.
Adset require a verified phone number while posting the spot. More information on how to set such requirements is available via the “Selling” section of the Site, Application and Services.
Adset recommends that Sellers obtain appropriate insurance for their Advertisements. Please review any insurance policy that you may have for your Advertisement carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Buyers while at your location.
Adset does not endorse any Members or any Advertisements. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Site, Application and Services. Except as provided in the Adset Seller Guarantee Terms and Conditions (“Adset Seller Guarantee”), which is an agreement between Adset and Sellers, we will not be responsible for any damage or harm resulting from your interactions with other Members. (Please see Adset’s Seller Guarantee Terms and Conditions at www.Adset.com/terms for information about the Adset Seller Guarantee.)
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Adset with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or postings made by you. This limitation shall not apply to any claim by a Seller against Adset regarding the remittance of payments received from a Buyer by Adset on behalf of a Seller, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.
Bookings and Financial Terms
Bookings and Financial Terms for Sellers
If you are a Seller and a booking is requested for your Posting via the Site, Application and Services, you will be required to either confirm or reject the booking within 4 Days (96 hours) of when the booking is requested (as determined by Adset in its sole discretion) or the booking request will be automatically cancelled. When a booking is requested via the Site, Application and Services, we will share with you (i) username of the Buyer who has requested the booking, (ii) a link to the Buyer’s Adset Account profile page. If you are unable to confirm or decide to reject a booking for a request within such 3 day period, the whole booking will get cancelled. Adset won’t collect any money or fund until the booking is accepted by the Seller. When you confirm a booking requested by a Buyer, Adset will send you an email or notification via the Application confirming such booking, depending on the selections you make via the Site, Application and Services. Once the Seller accept the booking, Adset will hold the money for the Seller on behalf of the Buyer.
The amount displayed in each Posting is comprised of service fee, selling price (defined below) and buying price (defined below.) Where applicable, Taxes may be charged in addition to the Selling price and Buying Price. The Selling price, Buying price, Adset Service fee and applicable Taxes are collectively referred to in these Terms as the “Total Fees”. The amounts due and payable by a Buyer solely relating to a Sellers Postings are the “Buying price”. Please note that it is the Seller and not Adset which determines the Buying price. The Buying price may include a Security deposit, at the Seller’s discretion.
Adset charges a fee to Buyers based upon a percentage of applicable Selling price which are the “Service fee”. The Service fees are added to the Selling price to calculate the Total Fees (which will also include applicable Taxes) displayed in the applicable Posting. Adset will collect the Total Fees at the time of booking approval (i.e. when the Seller confirms the booking within 4 days of the booking request) and will initiate payment of the Selling price.
Appointment of Adset as Payment Agent for Buyer
Each Seller hereby appoints Adset as the Seller’s limited agent solely for the purpose of collecting payments made by Buyers on behalf of the Seller. Each Seller agrees that payment made by a Buyer to Adset shall be considered the same as a payment made directly to the Seller and the Seller will make the Advertisement available to Buyer in the agreed upon manner as if the Seller has received the Seller price. Each Seller agrees that, Adset may, in accordance with the cancellation policy selected by the Seller and reflected in the relevant Posting, (i) permit the Buyer to cancel the booking and (ii) refund to the Buyer that portion of the Cancellation Fees specified in the applicable cancellation policy. In accepting appointment as the limited authorized agent of the Seller, Adset assumes no liability for any acts or omissions of the Seller.
Please note that Adset does not currently charge fees for the creation of Postings. However, you acknowledge and agree that Adset reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Postings. Please note that Adset will provide notice of any Posting fee collection via the Site, Application and Services, prior to implementing such a Posting fee feature.
Bookings and Financial Terms for Buyers
The Seller, not Adset, are solely responsible for honoring any confirmed bookings and making available any Postings reserved through the Site, Application and Services. If you, as a Buyer, choose to enter into a transaction with a Seller for the booking of a Posting, you agree and understand that you will be required to enter into an agreement with the Seller and you agree to accept any terms, conditions, rules and restrictions associated with such Posting imposed by the Seller. You acknowledge and agree that you, and not Adset, will be responsible for performing the obligations of any such agreements, that Adset is not a party to such agreements, and that, with the exception of its payment obligations here under, Adset disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that Adset is not a party to the agreement between you and the Seller, Adset acts as the Seller’s payment agent for the limited purpose of accepting payments from you on behalf of the Seller. Upon your payment of amounts to Adset which are due to the Seller, your payment obligation to the Seller for such amounts is extinguished, and Adset is responsible for remitting such amounts, less Adset’s Service fee, to the Seller. In the event that Adset does not remit any such amounts to a Seller, such Seller will have recourse only against Adset.
As noted above, the Seller is required to either confirm or reject the booking within 4 Days of when the booking is requested (as determined by Adset in its sole discretion) or the requested booking will be automatically cancelled. If a requested booking is cancelled (i.e. not confirmed by the applicable Seller), any amounts collected by Adset will be refunded to such Buyer, depending on the selections the Buyer makes via the Site and Application, and any pre-authorization of such Buyer’s credit card will be released, if applicable.
You agree to pay Adset for the Total Fees for any booking requested in connection with your Adset Account if such requested bookings are confirmed by the applicable Seller. In order to establish a booking pending the applicable Sellers confirmation of your requested booking, you understand and agree that Adset, on behalf of the Seller, reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting ( e.g. one euro or one British pound) to verify your credit card. Once Adset receives confirmation of your booking from the applicable Seller, Adset will collect the Total Fees in accordance with the terms and conditions of these Terms and the pricing terms set forth in the applicable Posting. Please note that Adset cannot control any fees that may be charged to a Buyer by his or her bank related to Adset’s collection of the Total Fees, and Adset disclaims all liability in this regard.
Sellers may choose to include security deposits in their Postings (“Security Deposits”). Each Posting will describe whether a Security Deposit is required for the applicable Ad space. If a Security Deposit is included in a Posting for a confirmed booking of Ad space, Adset will, in its capacity as the payment agent of the Seller, use its commercially reasonable efforts to obtain a pre-authorization of the Buyer’s credit card in the amount the Seller determines for the Security Deposit within a reasonable time prior to the Buyer putting up their advertisement at the Sellers Posting location and start the campaign at the applicable Seller’s Ad space. Adset will also use its commercially reasonable efforts to address Sellers’ requests and claims related to Security Deposits, but Adset is not responsible for administering or accepting any claims by Sellers related to Security Deposits, and disclaims any and all liability in this regard.
In consideration for providing the Services, Adset collects service fees from Buyers and Sellers (“Service Fees”). Service Fees are made up of two (2) components: (i) Buyer Fees and (ii) Seller Fees. The service fees are the percentage paid to Adset by the Buyer and Seller based on the agreed price. Taxes may also be charged in addition to the Service Fees. These Service fees are deducted from the Buyer and Seller when the booking amount is cleared by Adset. Please note that for any payments by Adset in currencies other than Canadian dollars, Adset may deduct foreign currency processing costs from such payments. More information on foreign currency processing cost deductions will be available via the Site and Application. Except as otherwise provided herein, Service Fees are non-refundable.
General Booking and Financial Terms
Cancellations and Refunds
If, as a Buyer, you cancel your booking before the booking is confirmed by a Seller, Adset will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested booking within a commercially reasonable time. If, as a Buyer, you wish to cancel a confirmed booking made via the Site, Application and Services, either prior to or after posting, the cancellation policy of the Seller contained in the applicable Posting will apply to such cancellation. Our ability to refund the Ad space price and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application.
If a Seller cancels a confirmed booking made via the Site, Services, and Application, (i) Adset will refund the Total Fees for such booking to the applicable Buyer within a commercially reasonable time of the cancellation and (ii) the Buyer will receive an email regarding the cancellation. If a Seller cancelled a confirmed booking and you, as a Buyer, have not received an email or other communication from Adset, please contact Adset at http://www.adset.com/contactus.
CRA regulation, regarding federal tax reporting requirements, stipulates that Adset must collect CRA Form W-9 from all property owners in the Canada. You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. Adset cannot and does not offer Tax-related advice to any Members of the Site, Application and Services. Additionally, please note that each Seller is responsible for determining local indirect Taxes and for including any applicable Taxes to be collected or obligations relating to applicable Taxes in Listings. Where applicable, or based upon request from a Seller, Adset may issue a valid invoice to such Seller.
As part of the Services, Adset provides a feature through which Members may view Total Fees for various Listings in foreign currencies. You understand and agree that these views of Total Fees are for informational purposes only and are not the official Total Fees for the Listings. If you (as a Buyer) request a booking, you will be notified of the currency in which you will be charged together with the corresponding amount of Total Fees, if your booking is confirmed by a Seller. The currency in which you will be charged will be determined by Adset based on the payment method you select and the location of the Ad space you are booking. If the currency in which you will be charged is different from the currency chosen by the Seller to receive payment, Adset won’t be responsible for the required currency conversion processing, including the costs thereof, which will be calculated based on the most current applicable foreign exchange rate that Adset has uploaded to the Site as of the date and time that your booking is confirmed (the “Applicable Exchange Rate”). You acknowledge that the Applicable Exchange Rate used for currency conversion processing may not be identical to the applicable market rate in effect at the specific time such processing occurs because: (i) although Adset updates the Applicable Exchange Rate on a regular basis, it does not update such rate on a real-time basis; and (ii) the Applicable Exchange Rate may include an incremental cost or margin that is not included in the applicable market rate. For the avoidance of doubt, Adset will retain any profits (and will bear any losses) that result from such currency conversion processing due to changes in the applicable foreign exchange rate between the date your booking is confirmed and the date Adset makes payment to a Seller.
End of the Campaign
As a Buyer, you are responsible for removing the Advertisement from the ad space at the end of the determined advertising period. If the advertisement hasn’t been removed by the agreed upon day, it is the Sellers responsibility to request the buyer to remove their advertisement. Both Buyers and Sellers agree to cooperate with and assist Adset in good faith, and to provide Adset with any kind of information and take actions as may be reasonably requested by Adset, in connection with any complaints or claims made by Members relating to Advertisements or Ad spaces or with respect to any investigation undertaken by Adset or a representative of Adset regarding use or abuse of the Site, Application or the Services. If you are a Buyer, upon Adset’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Seller, at no cost to you, which process will be conducted by Adset or a third party selected by Adset, with respect to losses for which the Seller is requesting payment.
Adset will not be responsible for any damage or loss that you may have caused or been responsible for to an Advertisement or any personal or other property located at an Advertisement (including amounts paid by Adset under the Adset Seller Guarantee.).
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Content. In connection with your use of our Site, Application and Services, you may not and you agree that you will not:
• violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
• use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Content;
• use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms;
• copy, store or otherwise access any information contained on the Site, Application, Services or Content for purposes not expressly permitted by these Terms;
• infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
• interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
• use our Site, Application or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to Ad spaces;
• "stalk" or harass any other user of our Site, Application, or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Adset Buyer or Seller;
• offer, as a Seller, any Advertisements that you do not yourself own or have no permission to advertise on a particular property or Area (without limiting the foregoing, you will not list Advertisements as a Seller if you are serving in the capacity of an advertisement agent or Posting agent for a third party);
• register for more than one Adset Account or register for an Adset Account on behalf of an individual other than yourself;
• contact a Seller for any purpose other than asking a question related to a booking, such Seller’s Ad space or Postings;
• contact a Buyer for any purpose other than asking a question related to a booking or such Buyer’s use of the Site, Application and Services;
• when acting as a Buyer or otherwise, recruit or otherwise solicit any Seller or other Member to join third party services or websites that are competitive to Adset, without Adset’s prior written approval;
• use automated scripts to collect information or otherwise interact with the Site, Application or Services;
• use the Site, Application and Services to find a Seller or Buyer and then complete a booking of an selling or buying transaction independent of the Site, Application or Services in order to circumvent the obligation to pay any Service Fees related to Adset’s provision of the Services;
• as a Seller, submit any Posting with a false or misleading price information, or submit any Posting with a price that you do not intend to honor;
• or post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
• systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
• use, display, mirror or frame the Site or Application, or any individual element within the Site, Services, or Application, Adset’s name, any Adset trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Adset’s express written consent;
• access, tamper with, or use non-public areas of the Site or Application, Adset’s computer systems, or the technical delivery systems of Adset’s providers;
• attempt to probe, scan, or test the vulnerability of any Adset system or network or breach any security or authentication measures;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Adset or any of Adset’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
• forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or advocate, encourage, or assist any third party in doing any of the foregoing.
Adset will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Adset may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Adset has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site, Application and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Adset reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Adset, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the Canada and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights is the exclusive property of Adset and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.
Adset Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, Adset grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Adset Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Adset or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to Adset a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Site, Application and Services. Adset does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to Adset the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Adset’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Adset is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Adset of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Adset used herein are trademarks or registered trademarks of Adset. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at email@example.com or through the “Contact” (www.adset.com/contactus) section of the Site and Application. You acknowledge and agree that all Feedback will be the sole and exclusive property of Adset and you hereby irrevocably assign to Adset and agree to irrevocably assign to Adset all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Adset’s request and expense, you will execute documents and take such further acts as Adset may reasonably request to assist Adset to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Adset respects copyright law and expects its users to do the same. It is Adset’s policy to terminate in appropriate circumstances the Adset Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Adset’s Copyright Policy at https://adset.com/page/term-and-policies, for further information.
Termination and Adset Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, Application and Services, and (b) deactivate or cancel your Adset Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Adset terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your Adset Account you will remain liable for all amounts due hereunder. You may cancel your Adset Account at any time via the “Cancel Account” feature of the Services or by sending an email to firstname.lastname@example.org. Please note that if your Adset Account is cancelled, we do not have an obligation to delete or return to you any content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT ADSET DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, BUYERS AND SELLERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ADSET EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ADSET MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ADVERTISEMENTS,WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ADSET MAKES NO WARRANTY REGARDING THE QUALITY OF ANY POSTINGS, ADVERTISEMENTS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION AND SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ADSET OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY SELLERS OR BUYERS. YOU UNDERSTAND THAT ADSET DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES. ADSET MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, BUYERS AND SELLERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY ADSET. NOTWITHSTANDING ADSET’S APPOINTMENT AS THE LIMITED AGENT OF THE SELLERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM BUYERS ON BEHALF OF THE SELLERS, ADSET EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY BUYER OR OTHER THIRD PARTY.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR POSTING OR BOOKING OF ANY ADVERTISEMENTS VIA THE SITE, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF ADSET WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER ADSET NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR FROM YOUR POSTING OR BOOKING OF ANY AD SPACE VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADSET HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE SELLERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE ADSET SELLER GUARANTEE, IN NO EVENT WILL ADSET’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR POSTING OR BOOKING OF ANY AD SPACE VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY ADVERTISEMENT OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A BUYER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A SELLER, THE AMOUNTS PAID BY ADSET TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ADSET AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Adset and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of an Ad space, (iii) creation of a Posting or (iv) the use, condition of an Ad space by you, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of booking or use of a Ad space.
Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorized by Canada law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any Canada embargoed countries; or (b) to anyone on the Canada. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) neither you nor your listed Advertisement is located in a country that is subject to a Canada Government embargo, or that has been designated by the Canada Government as a “terrorist supporting” country and (ii) you are not listed on any Canada Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by Canada law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Adset does not permit Listings associated with certain countries due to Canada embargo restrictions.
If you stay with or Seller anyone who you feel is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Adset by contacting us with your police station and report number at support@Adset.com; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
These Terms constitute the entire and exclusive understanding and agreement between Adset and you regarding the Site, Application, Services, Collective Content, Referral Program, and any bookings or Postings made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Adset and you regarding bookings or Postings, the Site, Application, Services, Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Adset’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Adset may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Adset (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of the Province of Ontario and Canada, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a Provincial court located in Toronto County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
You and Adset agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled by binding arbitration , except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Adset are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Adset otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at http://www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://adr.org/aaa/ShowPDF?doc=ADRSTG_004314.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Adset otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Adset submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Adset will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Adset will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes. Notwithstanding the provisions of the “Modification” section above, if Adset changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@Adset.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Adset’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Adset in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
The failure of Adset to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Adset. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Contacting Adset If you have any questions about these Terms or any App Store Sourced Application, please contact Adset at support@Adset.com.