TERMS OF SERVICE

Last Updated: February 16, 2016

These Online Terms of Service govern your participation in ADLY's ("ADLY," "we," "us") advertising program (each a "Program" and collectively, the "Programs") and, as applicable, any insertion orders or service agreements (an "IO") related to any Program, your online management of any Program, use of the ADLY website located at http://adly.com (each a "Site"), and any products you purchase through our Sites. These Terms of Service are referred to as the "Agreement."

By accessing and using the Sites, you agree to be bound by this Agreement. If you do not agree to these terms and conditions, please do not use the Sites. Your use of the Sites are also subject to the ADLY Privacy Policy which is incorporated into this Agreement by this reference.

We reserve the right at any time to:

Any changes we make will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Sites. We indicate at the top of the page when this Agreement was last updated. Your continued use of the Sites following such changes will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.

ADLY reserves the right to deny, in its sole discretion, your access to your Account and/or the Sites without notice for and/or any or no reason (including, without limitation, for violation of this Agreement).

Individuals under the age of 18 are prohibited from registering or otherwise participating in the Sites or any Program.

(a)You agree that you will not (i) engage in any activity designed to generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions that would increase impressions, page views or click-throughs (including but not limited to incentivized, computerized or otherwise deceptive or artificial means), or the provision of false lead information or multiple leads from a single individual ("Fraudulent Activity"); (ii) use any automated means or form of scraping or data extraction to access, query or otherwise collect ADLY advertising related information from any Program website or property except as expressly permitted by ADLY; or (iii) provide to ADLY submit, publish or link to any Advertiser Materials that contain, endorse, promote, advertise or consist of Prohibited Conduct. As used in this Section 7(a), "Prohibited Conduct" means any conduct that (1) is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (2) harasses or advocates harassment of another person; (3) exploits people in a sexual or violent manner; (4) contains nudity, excessive violence, or offensive subject matter or contains a link to such content; (5) solicits personal information from anyone under 13, unless the Advertiser Website(s) are otherwise compliant with COPPA; (6) publicly posts information that poses or creates a privacy or security risk to any person; (7) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (8) constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; (9) involves the transmission of unsolicited mass mailing, unsolicited instant messaging, or other spamming activities; (10) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (11) solicits passwords or personal identifying information for commercial or unlawful purposes from other consumers; (12) involves pyramid schemes; (13) includes photographs or video of persons that you have posted without that person's consent; (14) consists of sexually suggestive imagery or any other unfair, misleading or deceptive content intended to draw traffic to the website; (15) violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; (16) constitutes or promotes criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, copyright infringement, patent infringement, or theft of trade secrets; or (17) involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network.

(b)You agree that you will not (i) modify or cause to be modified any files that are a part of any Program; (ii) create or use cheats, bots, "mods," and/or hacks, or any other third-party software designed to modify the Sites' experience(s); or (iii) use any third-party software that intercepts, "mines," or otherwise collects information from or through the Sites. Notwithstanding the foregoing, ADLY may, at its sole and absolute discretion, allow the use of certain third party user interfaces.

(c)You may not disrupt or assist in the disruption of (i) any computer used to support the Sites (each a "Server"); or (ii) any other advertiser's or Celebrities' experience of the sites. ANY ATTEMPT BY YOU TO DISRUPT THE SITES OR UNDERMINE THE LEGITIMATE OPERATION OF THE SITES MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. You agree that you will not violate any applicable law, rule or regulation in connection with your use of the Sites.

YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED SERVICES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

The trademarks, logos and service marks displayed on the ADLY sites (collectively the "ADLY Marks") are the registered and unregistered trademarks of ADLY, ADLY's licensors and suppliers, and others. ADLY Marks, whether registered or unregistered, may not be used in connection with any product or service that is not ADLY's, in any manner that is likely to cause confusion with customers, or in any manner that disparages ADLY or LOOSKY. Nothing contained on the Sites should be construed as granting, by implication, estoppel or otherwise, any license or right to use any ADLY Mark without the express written permission of ADLY, ADLY's licensors or suppliers, or the third party owner of any such ADLY Mark. Misuse of any ADLY Mark is prohibited, and ADLY will aggressively enforce its intellectual property rights in such ADLY Marks, including via civil and criminal proceedings.

ADLY exclusively owns all data generated by, or collected in connection with, the display, delivery and performance of Programs, including, without limitation, any data pertaining to impressions, click-through rates, conversions and any other data derived by ADLY ("ADLY Data"). Without limiting the foregoing, you shall not make any use of, copy, or make derivative works from ADLY Data, or sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner ADLY Data (including without limitation any portion thereof) to any third-party. You acknowledge, for the avoidance of doubt, that ADLY receives non-personally identifiable data (e.g. IP addresses, cookie information) in connection with serving Programs which shall also be ADLY Data, and ADLY may use such non-personally identifiable data concerning individual consumers of the Advertiser Website(s) (including without limitation specific pages thereof) for any purpose whatsoever, including to help target Programs to those consumers.

If you enter into an IO with ADLY, you shall clearly post on your Advertiser Website(s) an easy-to-understand privacy policy that (i) is in compliance with all FTC Guidelines and any other applicable laws, rules and regulations with respect to online privacy; (ii) identifies the nature and scope of the collection and use of information gathered by you, including the use of "cookies" and (iii) notifies consumers that you may allow third parties such as ADLY to monitor the Advertiser Website(s) for the purpose of reporting website traffic, statistics, advertisements, "click-throughs" and/or other activities, and such third parties may use cookies, web beacons and other monitoring technologies to compile anonymous statistics about your consumers.

A possibility exists that the Sites could include inaccuracies or errors, or information or materials that violate this Agreement. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Sites. Although we attempt to ensure the integrity of the Sites, we make no guarantees as to the Sites' completeness or correctness. In the event that a situation arises in which the Sites' completeness or correctness is in question, please contact us at info@adly.com with, if possible, a description of the material to be checked and the location (URL) where such material can be found on the Sites, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable.

YOU ACKNOWLEDGE THAT ADLY HAS AGREED TO PRICING IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THESE CONSIDERATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. TO THE LIMITED EXTENT THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF ADLY AND THE OTHER ADLY PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

By You. You agree to indemnify, defend and hold the ADLY Parties, harmless from and against any and all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees, collectively, "Claims") that may at any time be incurred by reason of any threatened or filed claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation in connection with your performance under this Agreement; (b) arising out of any breach or alleged breach by you of any term, condition, representation or warranty under this Agreement or any other agreement with ADLY; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from you. You also shall indemnify the ADLY Parties for any Claims, including without limitation lost advertising revenue, resulting from Fraudulent Activity.

By ADLY. ADLY shall indemnify, defend, and hold harmless you, and your officers, directors, agents, affiliates and employees associated with any and all third party Claims that may at any time be incurred by reason of any threatened or filed claims, suits or proceedings arising out of a material breach by ADLY of any term, condition, representation or express warranty under this Agreement.

Indemnification Procedures. Any claim for indemnification hereunder shall be subject to the following provisions: (x) the indemnifying Party shall be given prompt written notice of the claim by the indemnified Party, provided that any delay in providing notice shall not relieve the indemnifying Party of its indemnity obligations under this Agreement unless, and only to the extent, the indemnifying Party was prejudiced by the delay; (y) the indemnifying Party shall have the right to control the defense and all negotiations relative to the settlement of any such claim, provided that no settlement admitting liability on the part of the indemnified Party may be made without the express written consent of the indemnified Party; and (z) the indemnified Party shall reasonably cooperate with the indemnifying Party and its counsel at the indemnifying Party's cost and expense.

Miscellaneous. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement (and any Publisher terms of service, advertiser terms of service or IO or any addenda thereto which are incorporated herein by this reference) is the entire agreement between you and ADLY relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and ADLY with respect to such subject matter. This Agreement is not assignable, transferable or sublicenseable by you except with ADLY's prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. This Agreement is not intended to provide any third-party beneficiary rights. You may access and download this Agreement at any time from the following URL: http://adly.com/tos.html.