When you accept this Agreement by clicking at the end of it, this Agreement will be a binding legal agreement between you (the advertiser) and Aditall, LLC, a New York limited liability company, referred to as “Aditall”, “we” or “us” in this Agreement.

Under this Agreement, you may obtain the right to review, customize and download advertisements through the web site located at www.aditall.com (the “Site”). By using our website, you also agree to abide by our Terms of Use and Privacy Policy, and any modifications thereto. If there is any inconsistency between this Agreement and the Terms of Use, this Agreement shall govern. To use our website, you must be 18 years of age or older.

This is a lengthy document, and it contains important provisions that affect your legal rights and obligations. Please read this Agreement very carefully before you agree to it. By ticking the appropriate box at the end of this Agreement next to the words "I agree", this Agreement becomes a binding legal agreement between you and us. We encourage you to print a copy of this Agreement for your records.

In exchange for the mutual agreements between you and us contained in this Agreement, and intending that this Agreement will be legally enforceable against both you and us, you and Aditall agree as follows:

1. Defined Terms; User Information

1.1. Certain words used in this Agreement are explained and then put in quotation marks when they are first used. These are called “defined terms”, and they are intended to have the same meanings throughout this Agreement when repeated without the quotation marks. “Person” means any entity or individual. “Advertisements” means the video advertisements that you may review, customize and download from the Site or otherwise obtain from us. “You” means you, the viewer of this Site and the Advertisements or, if you are accepting on behalf of an entity, then “you” means the viewer, that entity and its agents and affiliates.

1.2. You may select a password, that you will need to use to access and use portions of the Site. You agree to keep your password, and any user names or other identifiers that we give you, secure and strictly confidential, and you agree not to disclose that information to any Person without the express written permission of Aditall. You acknowledge and agree that you will be responsible for each and every access or use of the registration-only portions of the Site that occurs using your e-mail address and password, and that Aditall is authorized to accept and rely on your e-mail address and password as conclusive evidence that you have accessed or utilized the registration-only portions of the Site. You acknowledge that Aditall may, but is not required to, monitor the passwords chosen by users.

1.3. You represent and warrant to us that the information that you supply to us about you and about any entity on behalf of which you are acting is true and accurate, and you acknowledge that you will be fully liable to Aditall for any damage, cost or liability arising out of inaccuracies in such information. You agree to promptly update all information about you that you have supplied to us to keep it accurate.

2. Use of Advertisements; Payment

2.1. Rights Retained by Producers and Aditall. You acknowledge that the Site contains video, music, text, animations, sound, and communications (including, but not limited to, Advertisements) or other materials accompanying such content (collectively, "Content") that are protected by copyright, trademark or other proprietary rights of Aditall and its affiliates or other third parties. You may use the Content for only the Permitted Uses (as defined below). All other rights in and to the Advertisements and their components, and other Content, including, without limitation, all copyright and other intellectual property rights, are retained by Aditall or the suppliers of the Advertisements or any components of the Advertisements (“Producers”).

2.2. Authority; Responsibility. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity. Aditall does not screen all Advertisements, and you (rather than Aditall) are entirely responsible for any damage, cost or liability arising out of your use of Advertisements containing any illegal, infringing or prohibited content.

2.3. Non-Transferable, Non-Divisible Right. Only you or the entity on behalf of which you are accepting this Agreement is permitted to use the Advertisements, although you may transmit files containing Advertisements for Permitted Uses, provided that the transferees shall have no further rights to use the Advertisements and may not access or extract Advertisements or any of their components from any file you provide. The Advertisements must be used in the integrated form provided to you through this Site (as may be customized, created or assembled by you using the Site) for download and may not be separated into their components, such as video files and music files. This Agreement does not grant to you any separate right or license in the video, music or other components of any Advertisement.

2.4. Permitted Uses. Subject to the restrictions described below, the following are “Permitted Uses” of Content:

• advertising and promotional projects, including video commercials, presentations, CDs, e-mails, cellphones and PDA applications, and other advertising materials not for resale or sublicense or other redistribution; and
• other uses specifically approved in writing by Aditall. If there is any doubt whether a proposed use is a Permitted Use, contact Aditall for guidance at support@aditall.com.

2.5. Prohibited Uses. You may not use the Advertisements for any other purposes. For example, you may not use the Advertisements:

• in design template applications intended for resale, whether on-line or not;
• in any media for resale, license or other distribution for profit;
• in any manner that is illegal, obscene, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property into disrepute;
• in a manner that (i) would lead a reasonable person to believe that a person depicted uses or personally endorses any product, service, cause, entity or other endeavor; or (ii) implies that a model suffers from mental or physical health issues, substance abuse, physical or mental abuse, is a criminal, or implies a model’s sexual preferences or involves any other subject matter that would be reasonably likely to be offensive or unflattering to a model depicted, unless we specifically approve the use in writing; or
• for editorial purposes without including the following credit adjacent to the Advertisement: “©/Year/Aditall, LLC /advertiser name(s).

2.6. Other Prohibitions. You also may not:

• separate music, video, copy, or any other components of Advertisements or use screenshots;
• to the extent that source code is contained within the Advertisements, reverse engineer, screen capture, decompile, or disassemble any part of such source code; or
• remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Advertisements;

2.7. Payment. You will pay for any Advertisements that you agree to download (or for any subscriptions) according to the instructions on the Site. You warrant that any credit card account billing information that you provide is accurate. By approving any purchase, you authorize Aditall to charge the designated credit card account for the total amount of the purchase. No refunds will be given once your card is charged, except as described in Section 6.1 below.

2.8. Limited Duration Licenses. Our Advertisements restrict the duration of your use, and the renewable duration of the Term will be displayed when you download the ad.

3. The “Term” or Duration of this Agreement; Termination.

3.1. This Agreement will be effective and enforceable until it is terminated by you or us. The period of time during which this Agreement shall be in effect and legally binding is referred to as the “Term” of this Agreement. You can terminate this Agreement by destroying your copies of the Advertisements, along with any copies or archives of it and any accompanying materials, by ceasing to use the Advertisements for any purpose, and by emailing support@aditall.com and including your e-mail address and password for security purposes or by such other means of written notice acceptable to Aditall which enables confirmation of your identity, stating your intention to terminate. Such termination shall be deemed effective upon receipt by Aditall. Aditall may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

3.2. Aditall may terminate this Agreement and revoke or amend the license granted by this Agreement at any time for any reason or no reason. Aditall may replace or amend the Advertisements at any time for any reason. Termination occurs when Aditall sends a notice to the address or contact information that you have provided to us, and at that time your right and license to use the Advertisements (or any specified Advertisements) immediately terminates for any Advertisements that you have not already paid for. This Agreement also immediately terminates without notice from Aditall if at any time you fail to comply with any of its provisions. Upon termination, you must immediately (i) cease using the Advertisements for any purpose (except for any Advertisements that you have already paid for); and (ii) destroy or delete all copies and archives of the Advertisements and any accompanying materials (except for any Advertisements that you have not already paid for). If Aditall replaces or amends any Advertisements, then when Aditall sends a notice to you, you must immediately use the replacement or amended Advertisements instead of the Advertisements that it replaces or amends.

3.3. Termination of this Agreement shall not affect Aditall's rights, defenses and limitations of liability provided under this Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Indemnity (Section 4), Disclaimer of Warranties (Section 5), and dispute resolution (in Section 7) shall survive termination of this Agreement and continue in full force and effect after any termination.

4. Rules of Conduct

4.1. You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement and the Terms of Use. You represent and agree that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site.

4.2. You also agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any Person’s use and enjoyment of the Site. You also agree not to use the Site or any facility of Aditall to attempt to gain unauthorized access to any Person’s account, computer system or network. You also agree not to obtain or attempt to obtain any materials or information except those intentionally made available or provided for public access through the Site.

5. Content; Intellectual Property.

5.1. You acknowledge that Aditall does not monitor or review all communications or Content uploaded to the Site. Aditall shall have the right, but not any obligation, to delete, correct, complete, modify, move or edit any communication or Content on the Site at any time in its sole discretion. You shall remain entirely responsible for all communications made or Content uploaded to the Site using your e-mail address.

5.2 We make no representation that our website is free of viruses, worms or other malicious or rogue software (“Rogue Programming”). Any downloading of Content or other materials or any other use of our website is at your own risk, and you are advised to take adequate precautions to minimize any loss to you caused by any Rogue Programming, including use of such measures as anti-virus programs and proper backup of files. You are cautioned that any online communications may not be fully confidential and secure. In addition, you should be aware that federal postal regulations do not protect electronic mail. You should be aware that some administrative personnel at Aditall may, in the course of their regular duties, have access to communications for technical or operational purposes. We may also disclose any communications to the extent permitted or required by law or when required in order to resolve disputes between you and us.

5.3. If you believe that your intellectual property rights have been violated in any way, please provide Aditall with a written notice giving the details of such claim of infringement. In accordance with the Digital Millennium Copyright Act and other applicable laws, Aditall has adopted a policy of terminating accounts and/or pursuing other remedies, at Aditalls’ sole discretion, if Aditall suspects that the account holders have infringed the intellectual property rights of Aditall or any other Person.

5.4 The Content is owned by or licensed to Aditall. Aditall reserves all rights not expressly granted by this Agreement. Aditall retains all rights pertaining to derivative works created from User submissions, except as specifically licensed by us. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted under this Agreement or another agreement with us. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any content or enforce limitations on the use of the Site or the Content.

5.5 In connection with the use of our website, you shall abide by all applicable federal, state or local laws, including those pertaining to such areas as libel, slander, defamation, trade libel, product disparagement, harassment, child protection, invasion of privacy, tort, obscenity, indecency, and copyright or trademark infringement. You acknowledge sole liability for violations of any such laws or of this Agreement and release Aditall from any claims or liabilities with respect to the same. The rights granted to you herein are expressly made subject to full and strict compliance by you with all of the provisions of this Agreement and our Terms of Use.

5.6 Aditall trademarks, the Aditall logo, and any other product or service name or slogan contained in the Site are trademarks, trade dress and service marks of Aditall and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Aditall or the applicable trademark holder. You may not use metatags or any other "hidden text" utilizing "Aditall" or any other name, trademark, service mark or product or service name of Aditall without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Aditall and may not be copied, imitated or used, in whole or in part, without our prior written permission.

6. Confidentiality

6.1. You acknowledge that the “Confidential Information” (as defined below) that you obtain through the entering into of this Agreement and the use of the Site constitutes valuable, confidential, proprietary information of Aditall and its licensors, and you agree that during the term of this Agreement and thereafter you shall not, without the express written consent of Aditall, use or disclose to any other Person any such Confidential Information, except as specifically authorized under this Agreement or as required by applicable law.

6.2. For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Aditall, its members, affiliates, licensors or licensees that is not on the public portions of the Site or was not disclosed to the public prior to the date hereof, including but not limited to: their business model and operations, designs, pricing, business plans and strategies, business opportunities, alliances, finances, research, development, graphics, documentation, processes, know-how, trade-secrets, training materials, personnel, methodologies, and other intellectual property, or personal information of any kind pertaining to members, clients, licensors, licensees or agents.

7. Indemnity

7.1. You agree to indemnify, defend and hold Aditall and its affiliates, and their respective directors, members, managers, officers, employees, shareholders, partners, agents and licensors of Advertisements (collectively, the "Aditall Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by any Aditall Party as a result of or in connection with (i) any breach by you or anyone acting on your behalf of any of the provisions of this Agreement; (ii) any violation by you of applicable law; (iii) any use or alleged use of the Site or Content under your e-mail address by any Person, whether or not authorized by you; and (iv) any communication made or Content uploaded from your e-mail address.

7.2. Aditall reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Aditall's defense of such claim.

8. DISCLAIMER OF WARRANTIES:

Please read this Section very carefully:

8.1. Aditall grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Advertisements. Aditall does not warrant the accuracy of such information. Aditall may not have reviewed Advertisements that you pay for.

8.2. THE SITE, INCLUDING THE ADVERTISEMENTS AND OTHER CONTENT, IS PROVIDED “AS IS” WITHOUT REPESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ADITALL DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE ADVERTISEMENTS OR OTHER CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ADVERTISEMENTS IS ASSUMED BY YOU.

8.3. IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADITALL MAKES NO REPRESENTATION OR WARRANTY RESPECTING THE ADVERTISEMENTS OR OTHER CONTENT AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE; OR THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

9. LIMITATION OF LIABILITY

Please read this Section very carefully:

9.1. Aditall’s entire liability and your exclusive remedy, under any claims arising out of your use of the Advertisements, or out of your actions in downloading the Advertisements, shall be as follows:

• You may, upon request to Aditall, be permitted to download the Advertisements again, at a location Aditall will provide for you;
• If you continue to be unable to download Advertisements, Aditall, upon request to support@aditall.com, will refund the fee actually paid by you for such Advertisements, provided that Aditall determines in its sole and absolute discretion that you have been unable to download such Advertisements successfully.

9.2. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED ON THE SITE.

9.3. IN NO EVENT SHALL ADITALL OR ANY OF ITS AFFILIATES OR PRODUCERS OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, SUPPLIERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, DUE TO (I) ACCESS TO, OR DIFFICULTY ACCESSING, THE SITE; (II) VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES; (III) INTELLECTUAL PROPERTY INFRINGEMENT; OR (IV) YOUR USE OR RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE OR THE ADVERTISEMENTS), EVEN IF ADITALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

9.4. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF ADITALL UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR IN RESPECT OF THE USE OR EXPLOITATION OF THE SITE OR THE ADVERTISEMENTS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID BY YOU TO ADITALL UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT ADVERTISEMENTS.

9.5. IN ANY JURISDICTION THAT DOES NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LIABILITY OF ADITALL OR ANY OF ITS MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AFFILIATES, AGENTS, SUPPLIERS OR LICENSEES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Applicable Law; Dispute Resolution

10.1. You acknowledge and agree that this Agreement will be governed under the laws of the State of New York and the applicable federal laws of the United States of America (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

10.2. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in New York, New York, under the rules of the American Arbitration Association in effect at the time arbitration is demanded. With respect to any issue or matter that must be adjudicated or confirmed by a court of law, you hereby irrevocably submit to the exclusive jurisdiction of the Supreme Court of the State of New York located in New York City and the United States District Court for the Southern District of New York with respect to any dispute or controversy relating to the subject matter of these Terms of Use. You consent to personal service of any required notice or process upon you by e-mail or by national overnight courier, addressed to the last address contained in the registration information that you provide to us via the Site. You agree to reimburse Aditall for its legal fees, costs and disbursements if Aditall is successful in a claim or defense against you in court or in an arbitration.

10.3. YOU AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO (I) TRIAL BY JURY; AND (II) TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST ADITALL RELATED TO THE SITE, THIS AGREEMENT OR ANY AGREEMENTS CONTEMPLATED IN THIS AGREEMENT.

11. General Provisions

11.1. This Agreement is personal to you and is binding upon your heirs, executors, and legal representatives, as the case may be, or successors (in the case of an entity) and is not assignable or transferable by you. Aditall may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

11.2. You acknowledge that other advertisers may have, in the past, or may, in the future, purchase Advertisements with one or more of the components that are part of Advertisements that you purchase, and you bear the entire risk that such Persons’ usage may decrease the value to you of any particular Advertisement.

11.3. If all or part of any provision of this Agreement is wholly or partially unenforceable, the agreement shall be interpreted to put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the provisions of the unenforceable whole or part provision.

11.4. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you or of your use of the Advertisements or the Site, unless we have added any such taxes or duties to your purchase price, in which case, you shall pay them to us.

11.5. This Agreement can be amended by the written agreement of the parties or by Aditall posting amendments on the Site. Continued use of the Site after the posting of an amendment will be deemed to be acceptance of the amendment by you, and the amendment will be considered to be incorporated by reference into this Agreement (that is, to become part of this Agreement). Aditall's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be interpreted as a waiver of any other provision or right or the waiver of the same provision with respect to any other instance.

12. Aditall’s Contact Information. If you have concerns relating to this Agreement, please contact Aditall at support@aditall.com.

13. Acknowledgement. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT THIS AGREEMENT, TOGETHER WITH THE TERMS OF USE OF THE SITE, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ADITALL, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ADITALL RELATING TO THE SUBJECT OF THIS AGREEMENT.

Last updated on September 15, 2008