General Terms of Service

Last Updated March 8, 2025

1.General

These General Terms and Conditions (“Terms”) are entered into by and between you and ADS.COM LLC (and its affiliates) (collectively, “Company,” “we,” “us,” or “our”). The Terms govern the relationship between ADS.COM and you, our site visitors, and members who sign up for an account with the Company (site visitors and members are collectively referred to herein as “you” or “your”) with respect to your use of the website located at www.ads.com (the “Site”), as well as your signing up for and/or participation in the Monetizer Program and any other services that may be offered by the Company through the Monetizer Program (together, the “Programs”) offered by the Company (the Site and the Programs are collectively referred to herein as the “Services”). These Terms are in addition to the terms and conditions of the Programs, as well as the Privacy Policy, the Offensive Domain Name And Ad Policy, and the Infringement Notification Policy (collectively, “Company’s Policies”), all of which are incorporated herein by reference. By visiting or using the Site and/or signing up for and/or using the Services, the domains, sub-domains, and affiliated domains of the Site including, but not limited to: (i) accessing, using and/or downloading information, (ii) sending messages, information, data, text, software or images, or other information, or (iii) otherwise using, accessing or purchasing any Services, you acknowledge that you have read, understand and agree to be bound and abide by the Terms and Company’s Polices, as amended and/or supplemented from time to time by Company. It is your responsibility to review these Terms periodically, and if at any time you find these Terms to be unacceptable, you must immediately leave the Site and cease all use of the Services.

PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.

WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SITE OR THE SERVICES (IN WHOLE OR IN PART) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE SITE OR THE SERVICES WILL REFLECT POORLY ON US, OUR SERVICES OR OUR GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF THE SITE OR SERVICES TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.

2.Principal/Agent Authority

If you are entering into these Terms on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in these Terms, in which case the terms "you" and "your” shall refer to such corporate entity. If, after your electronic acceptance of these Terms, Company finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in these Terms, as well as Company’s Policies. Company shall not be liable for any loss or damage resulting from Company’s reliance on any instruction, notice, document or communication reasonably believed by Company to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Company reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of these Terms (including Company’s Policies) for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

3.Ability to Contract

You affirm that you are at least eighteen (18) years of age and are fully able, and competent to enter into these terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. You may not visit the Site and/or use the Services if: (a) you are less than 18 years old, (b) you lack legal capacity to enter into legally binding contracts, or (c) you are prohibited by law in the country where you are located to access the Site and/or use the Services. Company may require further information from you to our satisfaction of your eligibility requirements prior to use of the Services. Company reserves the right to limit or refuse access to the Services in its sole discretion.

4.Changes in These Terms

We may revise and update these Terms from time to time in our sole discretion. The version of these Terms that you agree to will apply unless and until you have agreed to our revised Terms.

5.Language and Currency

The English version of these Terms shall control as to any conflicts contained in any various language translations that may be provided. All commission payments and sales transactions shall be made in United States Dollars.

6.Termination

These Terms are effective until terminated by Company. Company may terminate these Terms without notice and at any time. In the event of termination, you are no longer authorized to access the Site and/or the Services and the restrictions and provisions imposed on you with respect to the Content, dispute resolution, the disclaimers, indemnities, indemnification, limitations of liabilities, and any other right, obligation, or provision under these Terms that, by its nature, should survive termination, shall survive termination. Company shall also have the right without notice and at any time to terminate the Site or any portion thereof, the Services, or any products or services offered through Company, or to terminate any individual’s or corporate entity’s (through its agent(s)) right to access or use the Site and/or the Services or any portion thereof.

7.Compliance with Laws

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site and/or the Services.

8.Content

The text, images, photographs, graphics, logos, illustrations, descriptions, data, and other material provided on the Site, as well as the selection, assembly and arrangement thereof, are referred to collectively as the “Content.” The Content may contain errors, omissions, or typographical errors or may be out of date. Company may change, delete, or update any Content at any time and without prior notice. The Content is provided for informational purposes only and is not binding on Company in any way except to the extent it is specifically indicated to be so. Unless otherwise noted, all Content is protected by copyright, trademark, common law and other proprietary rights that are owned by Company or by third parties that have licensed their use to Company. You may view and use the Content only for your personal information and for no other purpose. You must retain all trademark, copyright and other proprietary notices on downloaded or printed Information, and any such downloads or copies are subject to the Terms and shall remain the property of Company and/or its licensors and/or suppliers. Except as provided in the foregoing, Company does not grant to you or any person any right to use, reproduce, copy, modify, transmit, display, publish, sell, license, create derivative works, publicly perform, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any of the Content on or transmitted through the Site, including without limitation by transferring, downloading or otherwise copying any Content onto any disk drive or other storage medium. Any use of the Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in writing signed by Company, is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site or any Services. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Company’s and/or its licensors’, suppliers’ or third party owners of trademarks or copyrights without the express written permission of Company, our licensors or suppliers, or the third party owner of any such trademark and/or copyright. Use of Content is strictly prohibited unless authorized in writing by Company and requests for permission should be directed to DataProtectionOfficer@ads.com.

9.Creating an Account; Accuracy of Information

9.1 In order to become a member of the Programs, you may use some of the features or functionality offered on the Site to create an account with Company. If and when you create an account with Company, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including your first name, last name, company name (if applicable), physical address, e-mail address, and telephone number) and/or other information and (b) maintain and update your information (including your e-mail address and other information) to keep it accurate, current and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate these Terms and your use of the Site and the Services. You understand that any information you provide will be treated by Company in the manner described in our Privacy Policy, which can be found at Privacy Policy.

9.2 Under some circumstances, as part of the process of creating an account, you will be asked to select a username and password. We may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is disrespectful, vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your password and for all activities that are conducted through your account. You agree not to transfer or resell your use of or access to the Site and the Services to any third party. If you have reason to believe that your account with us is no longer secure, you must immediately notify us by emailing us at DataProtectionOfficer@ads.com.

10.Third Party Links

The Site may contain links to other websites for your convenience. The Company has not fully reviewed the websites that are linked to the Site and does not control such sites or their content. Your use of linked websites is subject to the privacy practices and terms of use established by the specific linked site, and Company disclaims all liability associated therewith. The presence of such third party links does not indicate any approval or endorsement by Company of any linked website or any material contained within the third party linked website, and we disclaim any such approval or endorsement.

11.Code of Conduct

You agree not to:

11.1 Engage in spamming or phishing attacks;

11.2 Transmit (a) any content or information that is unlawful, fraudulent, deceptive, threatening, abusive, vulgar, derogatory, sexist, racist, hateful, harassing, libelous, defamatory, obscene, indecent, pornographic, sexually explicit, blasphemous, harmful, invasive of the privacy rights of others, or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any material, or non-public information, about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication;

11.3 Restrict or inhibit any other Site visitor or member from using the Site and/or the Services, including, without limitation, by means of “hacking” or defacing any portion of the Site and/or its Content;

11.4 Express or imply that any statements you make are endorsed by us, without our prior written consent;

11.5 Upload any materials that contain any virus, worm or other files, scripts or programs designed to damage or allow unauthorized access to the Site and/or the Services;

11.6 Remove any copyright, trademark or other proprietary rights notices contained in or on the Site and/or the Services;

11.7 Modify, adapt, sub-license, translate, sell, reverse engineer, decompile disassemble any portion of the Site and/or the Services, or otherwise reduce any Content on the Site and/or the Services;

11.8 Use the Site and/or the Services in any manner that is unlawful, including accessing the Site and/or the Services from any location where such access may be illegal or otherwise prohibited;

11.9 “Frame” or “mirror” any part of the Site and/or the Services without our prior written authorization;

11.10 Use any spider, site search/retrieval application, robot or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site and/or the Services;

11.11 Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content;

11.12 Harvest or collect information about the Site’s visitors or members without their express consent;

11.13 Share, disseminate, or otherwise exploit any information provided to you by or on behalf of Company with any third party, including, but not limited to, the personal information of third parties, except as expressly permitted in writing signed by an officer of the Company.

11.14 Use the Site and/or the Services in a way that causes, or may cause, damage to the Site and/or the Services or impair the availability of access to the Site and/or the Services. You must not use any of the Site and/or the Services to copy, store, host, transmit, send, use, publish, or distribute any material that consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, and/or other harmful code or malicious software;

11.15 Use any systematic or automated data collection activities, including, but not limited to, scraping, data mining, data extraction, or data harvesting on or in relation to any of the Site and/or the Services without Company’s express written permission;

11.16 Use any of the Site and/or the Services to transmit or send any unsolicited commercial communications, including, but not limited to, spam comments;

11.17 Use any of the Site and/or the Services for any third-party marketing without Company’s express written permission.

11.18 Use a domain name in connection with your use of the Site and/or the Services that is confusing or misleading to other members or to the public;

11.19 Violate the rights of any third parties, including, but not limited to, copyright, trademark, trade secret, naming, privacy, likeness, or publicity rights;

11.20 Use the Site and/or the Services to advertise, promote, market or solicit offers to acquire goods/services that compete with our Site or the Services; and/or

11.21 Any other conduct which Company deems in its sole discretion is improper or will reflect badly on Company or any of Company’s ad providers.

12.Limitation on Use of the Site and the Services

12.1 Company does not consent to the Content on the Site and/or the Services being used or downloaded by any third parties for the purposes of developing, training or operating artificial intelligence or other machine learning systems (“Artificial Intelligence Purposes”), except as authorized by Company in writing. Absent such consent, you, including any third parties accessing any of the Site and/or the Services through automated systems, are prohibited from using any of the Content on the Site and/or the Services for Artificial Intelligence Purposes. Users or automated systems that fail to respect these restrictions will be considered to have breached these Terms.

12.2 We have no obligation to monitor the Site and/or the Services or any postings or other materials that you or other third parties transmit or post on the Site and/or the Services (the “Materials”). You acknowledge and agree that we have the right (but not the obligation) to monitor the Site and the Materials you transmit or post; to alter or remove any such Materials; to disclose such Materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors and our members and Site visitors; and to comply with legal obligations or governmental requests. The information and opinions posted in the Materials on the Site are not necessarily those of Company or its affiliates, and Company makes no representations or warranties regarding such posted Materials. We neither endorse nor are responsible for messages or statements, or for any opinion, advice, information or other utterance made or displayed on the Site or forums by third parties, whether such third parties are Site visitors to the Site, members of the Site, or others. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, Materials or for any results obtained from the use of such information. Under no circumstances will we or our suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained from the Materials through the Site.

13.Privacy

You hereby grant Company permission to use your personal information in accordance with its Privacy Policy, which is hereby incorporated into these Terms by reference. Company reserves the right to disclose any information, communication, or Materials as necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or Materials, in whole or in part, from the Site and the Services (including any partner or affiliated websites), in Company’s sole discretion, without notice at any time.

14.Disclaimer of Liability; Limitations on Liability; and Mutual Waiver of Class Action Participation

14.1 Company will not be responsible for any act or omission by you or any third party, including, without limitation, any failure of any person to perform any contractual or other obligations to you, Company or any third party and any violation of intellectual or privacy rights. You agree not to sue Company in connection with any domain name ownership dispute or any claim that a domain name or use thereof violates the intellectual property rights of you or any third party. Company is not responsible for the content or your use of any website linked to or from the Site or the Services (even if such link is provided by Company). Company does not make any warranty or representation regarding any listed domain name, including, without limitation, ownership or revenue or traffic statistics. Any revenue, traffic or other statistics or information is provided “as-is” and without representation or warranty of any nature and Company may not be held liable for any inaccuracy thereof, even if such information was provided regarding a domain name monetized using any Services.

14.2 YOUR USE OF THE SITE AND/OR SERVICES, INCLUDING ANY DATA PROVIDED, IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW: (A) THE SITE (INCLUDING ALL INFORMATION) AND THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; AND (B) COMPANY AND ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, MANAGERS, CONSULTANTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “COMPANY’S REPRESENTATIVES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, AND THE ACCURACY, CONDITION AND AVAILABILITY OF THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR THAT THE SITE OR THE SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE AND THE SERVICES, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND/OR SERVICES AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF COMPANY OR ANY OF COMPANY’S REPRESENTATIVES, WHETHER MADE ON OR IN CONNECTION WITH THE SITE OR SERVICES OR INFORMATION SHALL CREATE ANY WARRANTY. COMPANY MAKES NO WARRANTY REGARDING RESULTS THAT MAY BE OBTAINED, ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED, OR ENFORCEABILITY OF ANY CONTRACT PROVIDED FOR USE BETWEEN YOU AND ANY THIRD PARTY. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, OWNERS, MANAGERS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THESE TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE). WITHOUT AFFECTING THE LIMITATIONS OF LIABILITY IN THIS SECTION, OUR AND/OR OUR AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, OWNERS, MANAGERS, EMPLOYEES, AND SUPPLIERS’ SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATING IN ANY MANNER TO THE SITE AND/OR SERVICES SHALL BE THE GREATER OF (A) THE AMOUNT OF COMMISSIONS WE PAID TO YOU IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) US$100. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. No statements, advice or information provided to you by any employee or representative of Company shall create any other warranty or alter the provisions of this section. The provisions in this Section 14 shall apply to the fullest extent permitted by law.

14.3 Some states and provinces do not allow the disclaimer of implied warranties of merchantability and fitness for a particular purpose, so the above disclaimers or exclusions may not apply to you. In the event that applicable law imposes implied warranties on the Services, notwithstanding the foregoing, such implied warranties shall not have a duration greater than one year from the relevant purchase or access date; shall terminate automatically at the end of such period; and shall be disclaimed and excluded to the fullest extent permitted by law. You may also have other rights under applicable law which vary from state to state.

14.4 The Site and the Services are controlled and operated from its facilities in the United States. Company makes no representations that the Site and the Services are appropriate or available for use in other locations. Those who access or use the Site and the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

14.5 THROUGH YOUR USE OF THE SITE AND/OR SERVICES, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH THIRD PARTIES. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. COMPANY AND COMPANY’S REPRESENTATIVES ARE NOT PARTIES TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.

14.6 Neither we nor you may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to these Terms, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. WE AND YOU ACKNOWLEDGE THAT THIS SECTION WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.

15.Indemnification

You agree to fully indemnify, defend, and hold harmless Company, any of Company’s Representatives, and their directors, officers, employees, consultants and other representatives (each an “Indemnitee”), harmless from and against any and all actions, losses, liabilities, damages, recoveries, settlements, expenses, claims or demands (including attorney, accountant, and expert witness fees and costs) (collectively “claim”), known or unknown, contingent or otherwise, arising directly or indirectly out of or in connection with (i) any act or omission by you, including, your use of the Site, the Programs or the Services, or your breach of these Terms or any other agreement with any third party or with Company, (ii) your violation of any law or regulation or the rights of Company or any third party, including any alleged or actual violation of any intellectual property or privacy rights, (iii) any of your content, data, information, or materials, including any use, disclosure or storage of the same by us or on our behalf, and/or (iv) our compliance with any specifications or directions provided by you or on your behalf . If Company elects to control its defense, Company may settle or resolve such claim in its sole discretion and the foregoing indemnification shall still apply. If Company elects not to control its defense, you will do so. However, you may not settle or resolve any such claim without our express written consent unless the resolution requires a withdrawal or dismissal (with prejudice), or full and final release in our favor of all claims asserted against us, all without admission of liability, payment obligation, or agreement to refrain from any undertaking, on the part of Company or any Indemnitee.

16.Your Representations and Warranties

In addition to those stated elsewhere, you represent and warrant to Company, if applicable, that: (a) you have all necessary legal, corporate or other power and authority to make, execute, deliver and consummate these Terms and perform all of your stated obligations; (b) these Terms are valid and binding upon you; (c) if applicable, you or your direct partner own, operate and control each domain listed in your user account; and (d) you will not use the Site or Services in violation of any applicable law, rule, regulation, or agreement with any third party (including any ICANN policy), or in any manner that infringes upon the contractual, intellectual property or privacy rights of any third party.

17.Timing

Submittals of information to the Company platform or to any member account, including, without limitation, domain name listings, pricing, offers, counter-offers, and acceptances, as well as any deadlines or beginning and ending dates and times for purchasing any listed domain, are all effective upon the date and time applied by Company in its operation of the platform regardless of the date or time in your specific location. Dates and times are generally the date and time of posting as recognized by Company in Tampa, Florida (or such other location as Company may locate its relevant servers). Any date or time indications, including, without limitation time-remaining information is provided without warranty of any nature. Company assumes no responsibility for failure to accurately or otherwise time-stamp any information submitted, whether related to the purchase or sale of a listed domain or otherwise.

18.Notice

You hereby agree to accept notices (including service of process) by any of the following means to the address or email listed in your account. Notice to you will be effective immediately upon personal delivery, by email or fax, and/or 72 hours following delivery to a governmental postage service or commercial courier (provided we have paid all fees for first-class or next-day service). You may give us notice by using our online website contact us functionality or by post to ADS.COM at 4830 W. Kennedy Blvd Suite 600, Tampa, FL 33609. You warrant that you will maintain accurate and effective contact information for the purposes of complying with the requirements of this section. Failure to maintain accurate and effective contact information will be considered a breach of these Terms. From time to time, Company, in its sole discretion, may verify the accuracy and efficacy of your contact information. For infringement matters you must follow the instructions in our Infringement Notification Policy. Your notice to us shall be effective only upon confirmation of our actual receipt.

19.Independent Contractors

You acknowledge the relationship of the parties as independent contractors only and you agree that no joint venture, partnership, employment, or agency relationship exists between you and Company.

20.Force Majeure

None of Company or Company’s Representatives are or will be liable for any losses caused directly or indirectly as a result of causes or events beyond the control of Company including, but not limited to, natural disasters, acts of God, war, terrorism actions, DNNEC attacks, or decrees of governmental bodies, epidemics, pandemics, exchange of market rulings, failure of the Internet, communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a “Force Majeure Event”). All of the obligations of Company and Company’s Representatives under these Terms will be suspended for the duration of such Force Majeure Event.

21.Electronic Documents

We may, in our sole discretion, seek your consent to these Terms and certain other agreements on the Site and/or the Services by means of an electronic method or signature such as by requesting you to affirmatively check a box indicating your acceptance to these Terms, containing the words, “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature. By electronically indicating your agreement to these Terms or accessing the Site and/or the Services or using any of the Content after you have had an opportunity to review these Terms, you acknowledge and agree: (i) that you intend to form a legally binding contract between you and Company; (ii) that you have read and agree to the terms and conditions of these Terms; (iii) that you agree and intend that these Terms be the legal equivalent of signed, written contracts, and equally binding; (iv) that by electronically agreeing to these Terms, you acknowledge that you have received a copy of these Terms by your viewing of a web page containing a hyperlink to the web page where these Terms are displayed or otherwise; and (v) that if you are accepting or executing these Terms on behalf of others, you hereby certify that you are an authorized representative authorized by law to accept these Terms.

22.Dispute Resolution: Arbitration Agreement; Miscellaneous

22.1Arbitration Agreement: Please read this Section carefully. Except as these Terms otherwise provide, you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action. All disputes shall be resolved in the English language.

Agreement to Binding Arbitration

Before initiating arbitration, you acknowledge and agree that you will first give us an opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us including information or representations related to our Site or Services and upon which you rely. You may seek to resolve any customer concerns through our support services at support@ads.com. You agree to negotiate with us in good faith about your problem or dispute. If for some reason your problem or dispute is not resolved to your satisfaction within 30 days after our receipt of your written dispute, you agree to the dispute resolution provisions below.

By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against us or the Site or the Services on an individual basis in arbitration, as set forth in this Section. You and we agree that any disputes between us (including any disputes between you and a third-party agent of us) will be resolved through binding and final arbitration and not in a court. This includes (i) any dispute, claims, or controversy arising out of or relating to any part of these Terms, or the existence, breach, termination, enforcement, interpretation, or validity thereof; or (ii) your access to or use of our Services, including the Site, at any time. Such dispute shall be submitted to the American Arbitration Association (“AAA”) for individual arbitration in Hillsborough County, Florida and shall be before one arbitrator. The arbitration shall be administered by the AAA pursuant to its Consumer Arbitration Rules and Procedures, only as modified by this Arbitration Agreement.

You and we agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

By agreeing to individual arbitration, you understand and agree that you are waiving your right to maintain other available resolution processes, such as a court action or administrative proceeding, to settle any disputes or claims. The rules in arbitration are different. There is no judge or jury. Although review is limited, an Arbitrator can award on an individual basis the same damages and relief as would be available in court and must enforce the same limitations stated in these Terms as a court would.

No Class Action

You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This means that you and we each agree to arbitrate in our individual capacities only, not as a representative of a class, a member of a class, or a Private Attorney General. Likewise, an Arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Rules and Governing Law

The arbitration will be administered by the AAA in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1.pdf. The rules of the arbitral forum will govern all aspects of the arbitration, except to the extent those rules conflict with these Terms.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of Florida, without regard to its conflict of laws provisions.

Arbitration Process

You can begin the arbitration by submitting a Demand for Arbitration, which is a statement containing basic information about the dispute: (a) the names, addresses and phone numbers of the parties involved (you and us, in most cases); (b) a description of the dispute; and (c) a short statement of the relief you are seeking. The AAA provides a Demand for Arbitration form on its website, or you may contact the AAA at 800-778-7879.

Unless you and we agree otherwise in writing, in the event that any provision of this Section is found not to apply to you or to a particular claim or dispute as a result of a decision by the Arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Hillsborough County, Florida. You and we will submit to the personal jurisdiction of the courts located within Hillsborough County, Florida for the purpose of litigating all such claims or disputes.

Arbitrator’s Decision

The Arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The Arbitrator will not be bound by rulings in prior arbitrations involving our other users but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.

Regardless of the manner in which the arbitration is conducted, the Arbitrator shall issue a reasoned written decision sufficient to explain the essential findings of fact and conclusions of law on which the award is based. Judgment on the award may be entered in any court having competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Arbitrator’s decision shall be final and binding on all parties.

Judgment on any award rendered by the Arbitrator is final, binding, and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors, and assigns.

With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law.

Fees

Payment of all filing, administration and Arbitrator fees will be governed by the AAA’s applicable consumer rules. The parties shall be responsible for their own attorneys’ fees and costs in arbitration, unless they are authorized by law or the Arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the Arbitrator.

22.2 If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms (and the Company Policies that are incorporated herein by reference) represent the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings, and representations (if any) made by and between such parties, whether orally or in writing. These Terms or any right, obligation or remedy hereunder are not assignable, transferable, delegatable or sublicensable by you except with Company’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. Company may assign, transfer or delegate these Terms or any right or obligation or remedy hereunder in its sole discretion. No delay or omission by us to exercise any right or power under these Terms will impair any such right or power or be construed as a waiver thereof. No waiver by either Company or you 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 these Terms (and the Company Policies that are incorporated herein by reference) are inserted only as a matter of convenience and in no way defines or explains any section or provision hereof, and the singular shall include the plural and the plural the singular. You hereby acknowledge that you have carefully read all of the terms and conditions of Company’s Privacy Policy, which can be accessed by linking to Privacy Policy and you agree to all such terms and conditions.

22.3 Should you have any questions, comments or complaints regarding these Terms or the Site or Services, please contact Support at support@ads.com.