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 https://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:

• Change the terms and conditions of this Agreement;
• Change the Sites, including eliminating or discontinuing any Program thereon or feature thereof; or
• Change any fees or charges for Programs.

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.

• Advertisers. If you are an advertiser, and become a party to one or more ADLY insertion orders (each, an “IO“), then – in addition to the terms of this Agreement – you will be subject to the terms of each IO.

• Celebrities. If you are a Celebrity, you must register with ADLY, create a Celebrity Account, and agree to our Celebrity Terms of Service. Your participation as a Celebrity is subject to ADLY’s approval, which approval may be withheld in ADLY’s sole discretion.
• Establishing an Account. When and if you register an account as a Celebrity (an “Account“), you agree to (a) provide accurate, current and complete information about yourself as prompted by our registration form (including your email address) and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, you will have materially breached this Agreement, and ADLY reserves the right to terminate this Agreement and your use of the Sites. As part of the registration process, you will be asked to provide a username (which is your email address) and password that are unique to the Account (collectively referred to hereunder as “Login Information“). You will be responsible for the confidentiality and use of your Login Information and agree not to transfer or resell your use of or access to the Sites to any third party other than your appointed agent, manager or other staff member to whom you assign such responsibility. If you have reason to believe that your Account is no longer secure, you must immediately notify us of the problem by emailing us at [email protected] Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to the benefit of ADLY. You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities (including Programs) that are conducted through your account.
• Publisher Payouts. ADLY will initiate payments to Celebrity Publishers only once ADLY has received payment from the Advertiser for the campaign in which Publisher has participated.

• ADLY’s Absolute Right to Suspend, Terminate and/or Delete Your Account, Your Access to the Sites, or Your Programs. ADLY MAY SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT, AND/OR TERMINATE OR SUSPEND YOUR ACCESS TO THE SITES AT ANY TIME WITH ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE, WITHOUT ANY LIABILITY TO YOU WHATSOEVER. For purposes of explanation and not limitation, most Account and/or Site suspensions, terminations and/or deletions are the result of violations of this Agreement or other ADLY policies. You acknowledge and agree that ADLY is not required to provide you notice before terminating or suspending your Account, and/or your access to the Sites. In addition to the foregoing, ADLY may, in addition to any of its other rights and remedies it may have against you at law or in equity, immediately with or without notice to you, cease the distribution, display or other exploitation of any Advertiser Materials which ADLY believes contains any Prohibited Conduct (defined in Section 7 below) without any liability to you of any kind.
• Your Right to Cancel Your Account. You have the right to cancel your Account at any time. You understand and agree that, except as expressly provided by law, the cancellation of your Account is your sole right and remedy with respect to any dispute with ADLY. This includes, but is not limited to, any dispute related to, or arising out of: (a) this Agreement or our enforcement or application of this Agreement; (b) Programs conducted through the Sites or any change therein; (c) your ability to access and/or use the Sites; or (d) the amount or type of fees, surcharges, applicable taxes, billing methods or any change to the fees, applicable taxes, surcharges or billing methods. ADLY reserves the right to collect fees, surcharges or costs incurred before you cancel your Account(s). In the event that your Account is terminated, suspended or canceled, no refund will be granted with respect to a Program, and you will have no further access to your Account or anything associated with it.

• Ownership/Selling of the Account. ADLY does not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, or offer to purchase, sell, gift or trade any Account, and any such attempt shall be null and void.

• Limitations on Your Use of the Sites.

(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.

• Authority. If you wish to use the Sites, you may be asked by ADLY to supply certain information applicable to your use. BY INITIATING A TRANSACTION, YOU REPRESENT AND WARRANT THAT YOU (A) ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND (B) HAVE THE LEGAL RIGHT TO USE THE PAYMENT MEANS SELECTED BY YOU. You understand that any such information will be treated by ADLY in the manner described in our Privacy Policy, which can be found at www.adly.com/pp.html. You agree that all information that you provide to ADLY or such third party provider will be accurate, current and complete. You agree to pay all charges incurred by you or any users of your Account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your Programs.

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.

• Links. The Sites may contain links to other Internet web sites, including affiliated web sites, which may or may not be owned or operated by ADLY. ADLY has not reviewed all of the web sites that are linked to the Sites, and ADLY has no control over such sites. Unless otherwise explicitly stated, ADLY is not responsible for the content of such web sites, any updates or changes to such sites, or the privacy or other practices of such sites, and the fact that ADLY offers such links does not indicate any approval or endorsement of any material contained on any linked site. ADLY is providing these links to you only as a convenience. Accordingly, we bly encourage you to become familiar with the terms of use and practices of any linked site. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Sites or other sites) is free of such items as viruses, worms, trojan horses, defects, date bombs, time bombs and other items of a destructive nature. ADLY makes no representation or warranty with regard to other Internet webs sites, including, without limitation, any products, services, software or content provided on such sites. You should carefully review their privacy statements and other conditions of use.
• Product Descriptions. ADLY attempts to be as accurate as possible with the descriptions of the products it offers through celebrity endorsements. However, ADLY does not warrant that product descriptions are accurate, complete, reliable, current, or error-free. If a product offered by ADLY is not as described, your sole remedy is to return it in unused condition.

• Product Pricing. Except where noted otherwise, the list price displayed for products on these Sites or through celebrity product offerings represents the retail price listed on the product itself, suggested by the manufacturer or supplier, or the estimated retail value for a comparably featured item offered elsewhere. Where an item is offered for sale by one of our merchants, the list price may be provided by the merchant. Your purchases are charged at the time you place your order. Despite our best efforts, a small number of the items we sell may be mispriced. If an item’s correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.

• Ownership and Restrictions on Use. The Sites are owned and operated by ADLY in conjunction with others pursuant to contractual arrangements, and all rights and title in and to the Sites, including, without limitation, any and all user accounts, titles, computer codes, dialogue, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, “applets,” transcripts, profile information, and the Server software, and any intellectual property and other rights relating thereto, are and will remain the property of ADLY and its licensors and suppliers. The Sites, and the selection, compilation, collection, arrangement and assembly thereof, are protected by United States and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. The Sites may contain licensed materials, and ADLY’s licensor may enforce their rights in the event of any violation of this Agreement.

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.

• Access By Minors. Pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two websites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that ADLY does not endorse any of the products or services listed at such sites.

• ADLY Data And Privacy

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.

• Rules for Sweepstakes. Contests and Games. Any sweepstakes, contests or games that may be accessible through the Sites from time to time are governed by specific rules. By entering such sweepstakes or contests or participating in such games you will become subject to those rules. We urge you to read the applicable rules, which are linked from the particular activity, and to review our Privacy Policy, which, in addition to this Agreement, governs any information you submit in connection with such sweepstakes, contests and games.

• Termination of Agreement. This Agreement shall remain effective until terminated in accordance with its terms. Either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and/or your access to and use of the Sites, or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Sites shall immediately cease.

• Mutual Warranties. Each Party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such Party is bound; and (iii) such Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

• Disclaimers. THE SITES AND ANY OTHER PRODUCT OR SERVICE OBTAINED THROUGH THE SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADLY AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND OTHER REPRESENTATIVES (THE “ADLY PARTIES“) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. ADLY AND THE OTHER ADLY PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITES, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATION FEATURES OF THE SITES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVER(S) ON WHICH THE SITES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DO ADLY AND THE OTHER ADLY PARTIES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITES. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITES, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATION FEATURES OF THE SITES, AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF ANY OF THE ADLY PARTIES, USERS OR VISITORS, WHETHER MADE ON THE SITES OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITES, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATION FEATURES OF THE SITES, ANY MATERIALS PROVIDED THROUGH THE SITES, AND ANY LINKED SITES ARE ENTIRELY AT YOUR OWN RISK.

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 [email protected] 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.

• Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE ADLY PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITES, ANY LINKED SITES OR ANY OTHER PRODUCT OR SERVICE PURCHASED OR PROVIDED THROUGH THE SITES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITES OR ANY LINKED SITE IS TO STOP USING THE SITES OR LINKED SITES, AS APPLICABLE, AND TO CANCEL YOUR ACCOUNT(S). IN NO EVENT SHALL ADLY’S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC PROGRAM IN QUESTION AND TEN THOUSAND DOLLARS ($10,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ADLY MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.

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.

• Indemnification.

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.

• Questions. The Sites are provided by ADLY Inc. If you have any questions, comments or complaints regarding this Agreement and/or the Sites, feel free to contact us at [email protected].

• Notice for California Users. Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

• Force Majeure. ADLY shall not be liable for any delay or failure to perform its obligations hereunder if such delay or failure is due to unforeseen circumstances or causes beyond ADLY’s control, such as acts of God, acts of any governmental body, war, insurrection, sabotage, terrorism, riots, embargoes, fire, floods, accidents, strikes or other labor disturbances, interruption of or delay in transportation, unavailability of, interruption of or delay in telecommunications or third party services, or inability to obtain fuel, energy, or other raw materials, supplies or power used in or equipment needed for provision of the Sites.

• Arbitration; Governing Law; Forum. Before initiating any lawsuit or arbitration proceeding against us, you and ADLY agree to first attempt to informally negotiate any dispute, controversy or claim related to this Agreement (a “Claim”) for at least thirty (30) days. This agreement does not apply to (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or ADLY’s intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; (iii) any claim for equitable relief, or (iv) an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction. Negotiations will begin upon written notice. ADLY will send its notice to your billing address and email you a copy to the email address you have provided to us. You will send your notice to ADLY Inc., 12400 Wilshire Blvd Suite 1140, Los Angeles, CA 90025, ATTN: CEO.
• If we fail to resolve the Claim through negotiations within such thirty (30)-day period, either you or ADLY may elect to have the Claim finally and exclusively resolved by binding arbitration by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this Agreement. In the event of a conflict between the terms set forth in this Agreement and the JAMS Rules, the terms in this Agreement will control and prevail.
• You may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this Agreement, (i) you and ADLY may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision is final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
• BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND ADLY ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
• If you initiate arbitration for a Claim, you will only need to pay an arbitration initiation fee of $250 and we will pay all other costs charged by JAMS for initiating the arbitration. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules. Notwithstanding any other provision of this Agreement to the contrary, you will not be required to pay our attorneys’ fees or other costs if you do not prevail in the arbitration.
• The arbitration will take place in your hometown area if you so notify ADLY in your notice of arbitration or within ten (10) days following receipt of ADLY’s arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in Los Angeles, California, unless the parties agree to video, phone and/or internet connection appearances. Any Claim not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided exclusively by a court of competent jurisdiction in Los Angeles, California, United States of America, and you and ADLY agree to submit to the personal jurisdiction of that court.
• You and ADLY agree that any arbitration shall be limited to the Claim between ADLY and you individually. YOU AND ADLY AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER.
• Except as otherwise provided in this Agreement, this Agreement shall be governed by, and will be construed under, the laws of the United States of America and the law of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

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: https://adly.com/tos.html.