Adzoola Terms, Privacy and Cookies Policies

TERMS AND CONDITIONS

These Terms and Conditions (the “T&Cs”) and Privacy Policy (the “PP”) shall apply to the registration of users and subsequent use of the (hereinafter collectively referred to as the “Services”) offered by Adzoola Ltd. (“We”, “us” or “Adzoola”). These T&Cs constitute an Agreement between you (“You” or the “User”) and Adzoola when you register and make use of the Service. The User and Adzoola shall collectively be referred to as the “Parties” and individually as the “Party”.

You must read, agree to, and accept all of the terms of use contained in this T&Cs, as well as the terms and conditions in the PP, in order to use our Adzoola website (the “Site”) located at www.adzoola.com, as well as all affiliated websites, including mobile websites and applications, whether owned and operated by Adzoola, or successors-in-interest, our Affiliates  or any third-parties (collectively, the “Locations”); and/or to avail any of the Services.

These T&Cs and PP, along with the Cookie Policy (hereinafter collectively referred to as the “Additional Terms and Conditions”) constitute the complete and exclusive statement of the agreement (the “Agreement”) of both the Parties with respect to the subject matter of this Agreement, and supersede all prior oral and written commitments, understandings, and communications between the Parties regarding such matter.  Adzoola may, at its sole discretion, amend the Agreement, from time to time, by displaying the revised version(s) of the same on the Site, giving the User a minimum of thirty (30) days advance notice before such revisions come into effect.  Any continued use of the Services by the User after the revised Agreement have come into effect shall be deemed as the User’s consent to such revised Agreement. In the event of a conflict between these T&Cs and the Additional Terms and Conditions, this T&Cs will control unless the Additional Terms and Conditions explicitly state that they control.

Section I: Definitions

1. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or under common control with Adzoola.
2. “Current Version” means a version of the Adzoola Web App that is currently being supported by its publisher.
3. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
4. “Payment Method” means a valid credit card issued by a bank acceptable to Adzoola, a bank account linked to your Account, a PayPal account, a debit card, a charge card or such other method of payment as Adzoola may accept from time to time in our sole discretion.
5. “Services” means any and all services agreed upon, performed for or delivered to Users through the Site.
6. “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
7. “User” means any authorized User who has created an Account and is or will be utilizing the Site for consumer, business and/or commercial purposes.

Section II: Account Registration

1. All Users shall apply to Adzoola for use of the Services by registering for a unique User account on the Site (“Account”).
2. User Account Registration Requirements and Eligibility
   • The User shall register for an Account by providing all requisite information, in the prescribed form(s) available on the Site. Adzoola shall be entitled at its sole discretion to accept or reject such Adzoola Account applications.
   • By registering for an Account on the Site, or by clicking to accept this Agreement when prompted on the Site, the User has been deemed to have executed this Agreement electronically, effective on the date the User registers their Account or clicks to accept the Agreement. The User’s Account registration constitutes an acknowledgement that they are able to electronically receive, download, and print the Agreement, and any amendments thereafter.
   • The User represents, acknowledges, agrees, and affirms the following:
     • the User shall use the Site and the Services solely for consumer, business, and/or commercial use;
     • the User shall comply with all applicable laws and regulations with respect to his or her use of the Site and the Services;
     • the User is an individual 18 years or older, with the full capacity to enter into legally binding contracts;
     • the User shall be financially responsible for its use of the Site and the purchase of Services, where applicable;
     • the User is not a citizen or resident of a geographic area in which access to or use of the Site or the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; and the User agrees that if the User’s country of residence or other circumstances change such that the above representations are no longer accurate, that the User shall immediately notify Adzoola of the same and cease using the Site and Services forthwith.
   • For the purpose of availing Accounts and Services, the User is required to have
     • A valid email address;
     • Name; and
     • Password.
   • Adzoola may discontinue the Services for the User at its sole discretion any time without assigning any reason.
   • Proper identification of the User will be required, at the time of opening the Account subject to the verification as per Adzoola policy / procedures. All User Accounts, at the time of registration and from time to time thereafter, shall be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm the User’s identity and their capacity to enter into this Agreement with Adzoola. The User authorises Adzoola, to directly or through third parties, make any and all inquiries necessary to validate the User’s identity and confirm their ownership of their email address or financial accounts, subject to applicable law. When requested, User must provide Adzoola with information about themselves.
   • Any User opening or operating an Account is deemed to have read, understood and accepted (i) this Agreement, (ii) the Adzoola Privacy Policy, (iii) the Adzoola Cookie Policy, (iv) the applicable schedule of Adzoola charges issued, and (v) any and all amendments from time to time to the afore-mentioned by Adzoola.
   • Adzoola uses YouTube API services to deliver some product features. Any User opening or operating an Account also agrees to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms).
   • Adzoola reserves the right to avail and access User identification-related data obtained through the Account registration of the User.
   • The User agrees to provide true, accurate, and complete information on its Account and all registration and other forms they access on the Site or provide to Adzoola, and to update the User’s information to maintain its truthfulness, accuracy, and completeness. The User agrees not to provide and to correct any information about their location, business, skills, or the services their business provides that is or becomes false or misleading.
   • The User shall not register for more than one User Account without express written permission from Adzoola, and the User shall not ask or allow another person to use a User Account on their behalf, for their use or benefit.

Section III: Attributes of Accounts

1. Only one Account may be opened per User.
2. The grant to, and operation of Account and Services by a User is purely personal in nature and not transferable under any circumstance.
3. Adzoola reserves the right without prior notice to the User to debit the User’s Account for any expenses, fees, withholding tax, duty, or any other cost, service charges or expenses arising out of any transactions or operation of the Account with as may be payable to the Government, or any regulatory authority as may be levied, from time to time. All applicable taxes shall be recovered as per tax laws in force. Failure to do so shall result in recovery of the service charge by Adzoola in a manner as Adzoola may deem fit along with such interest charges, if any, and/or withdrawal of funds from Account without any liability to Adzoola.
4. The Parties hereby agree that if the User opens further accounts with Adzoola and/or subscribes to any of the products/services of Adzoola or any of the Affiliates, and Adzoola extends the Services to such accounts, products or services and the User opts for use thereof, then this Agreement shall automatically apply to such further use of Account and Services by the User.

Section IV: Usage of Account/ Dormancy

1. In order to use the Service, the User must be registered for an Account.
2. At the time of registration the User shall create a unique password.
3. In case of Adzoola receiving official notice, or as and when Adzoola becomes aware of it from any other reliable source, regarding the demise of a User, Adzoola shall stop operations immediately in the account and will not be obliged to allow any operation or withdrawal except on production of a Succession Certificate or other Court orders, from a Court of competent jurisdiction.
4. Any discrepancy in the Account activities for transactions and receiving of alerts should be promptly brought to the notice of Adzoola by the User in writing or via Adzoola support within 30 days from the date of transaction, failing which the said activities of the Account and/or receiving of alerts shall be deemed to be finally and conclusively non-discrepant and accepted by the User, for all purposes whatsoever. In the case of any error, Adzoola reserves its rights, at all times to make adjusting entries to rectify the error without notice and inform the User subsequently, and recover any amount wrongly paid or credited to the User and/or any third-party together with any accrued interest charges. However, Adzoola shall not be liable for any loss or damage due to such error(s) or any consequential loss arising therefrom to the User and/or any third-party.
5. In accordance with this Agreement, the User may be entitled to receive certain records from Adzoola and/or Adzoola’s Affiliates, such as contracts, notices, and communications, in writing (hereinafter collectively referred to as the “Records”).  To facilitate the User’s use of the Site and the Services, the User hereby consents to being provided these Records by Adzoola electronically instead of in paper form. The User shall be responsible for retaining copies (whether soft copies or hardcopies) of all such Records duly communicated to the User by Adzoola. However, Adzoola reserves the right, in its sole discretion, to communicate with the User via postal service and other third-party mail services using the address under which the Account is registered.  The User’s consent to receive Records electronically shall remain effective until and unless it is expressly withdrawn in writing by the User by contacting Customer Support.  Withdrawal of User’s consent to receive such Records electronically (“Withdrawal”), shall cause the User’s access to the Site and the Services to be revoked, and the User shall no longer be permitted to use the Site or the Site Services.  Withdrawal shall be effective only after Adzoola has had a reasonable period of time to process the request for Withdrawal.  Please note that Withdrawal shall not apply to records and notices electronically provided by Adzoola to the User before the Withdrawal becomes effective.
6. The User shall be responsible for keeping all contact information (including without limitation all email addresses and postal addresses) in Adzoola’s records up-to-date by promptly notifying Adzoola of its current contact information, as well as any changes to the same, as soon as those changes occur.
7. By entering into this Agreement, the User acknowledges and confirms that the User possesses all of the hardware and software necessitated to receive all electronic notifications and Records as may be provided by Adzoola, such requirements which may be amended by Adzoola from time to time, including without limitation:
   • a valid and current email address;
   • a data plan, or internet connection for your smartphone device, desktop device, laptop device, and/or tablet device used to access the Account, Site, and/or Services;
   • Software, browsers, plug-ins, or other mobile applications and programs identified on the Site in their Current Versions. The use of other browsers, or any of the afore-mentioned items in any version that is not the Current Version, may lead to compatibility issues;
   • a mobile device, desktop device, laptop device, and/or tablet device with an operating system capable of supporting the afore-mentioned items.

Section V: Security

1. Adzoola shall not be liable to the User or any third-party, if anyone gets / has access to User’s password and/or with the Site, and the User fails to inform Adzoola. The transaction(s) done and/or instructions sent on the Account by the unreported and unauthorized user shall be considered legitimate and shall be acted and/or relied upon by Adzoola. Adzoola accepts no liabilities and shall not be held liable for compensation against any resulting User’s loss.
2. The User irrevocably and unconditionally undertakes to ensure that the User’s password and other Confidential Information is kept confidential and to not let any unauthorized person have access to the and/or the password.
3. The security of the password must not be endangered or compromised by choosing a password that can be easily guessed, such as four (4) of the same numbers or numbers in sequence such as 1234.
4. The User hereby acknowledges, agrees, and confirms that the User’s registered shall only be used by the User and he/she shall take all necessary precautions and care to ensure that the same are not misplaced, lost or stolen. If User’s registered is lost or stolen, User shall immediately notify his/her mobile operator to block and prevent misuse of the . The User shall also promptly notify Adzoola’s Customer Service to block access to his/her Account, failing which, Adzoola shall not be held liable for any cost, charges, expenses, losses (direct, indirect or consequential), claims (including third party claims) or damages suffered or incurred by the User. The time at which Adzoola receives instructions to block access to the Account shall be determined and certified by Adzoola and such determination shall be binding and conclusive on the User.
5. If the User believes that his/her Account has been accessed without his knowledge or consent, or that their password has been fraudulently used, they shall contact Adzoola immediately to block account.
6. Adzoola shall not be required to independently verify the User Instructions and shall be effective unless countermanded by further instructions from the User within reasonable time frame. Adzoola shall have no liability whatsoever if it does not or is unable to stop or prevent the implementation of any such countermanded User Instruction.
7.  All instructions for operating the Accounts and availing Services shall be given by the User (“User Instructions”) in the manner prescribed by Adzoola. The User is also responsible for the accuracy completeness and authenticity of the payment instructions provided to Adzoola and/or its Affiliates and the same shall be considered to be sufficient to operate the Accounts.
8. The User Instructions shall be affected only after authentication of the User in accordance with the prescribed procedure for Account.
9. All the records of Adzoola generated by the User Instructions, (including the time of the transaction and payments requested when availing Services and using the Account), recorded shall be conclusive proof of the genuineness and accuracy of the transaction and accompanying User Instructions.
10. When a User completes providing payment instructions and the same are received by Adzoola, transaction shall be deemed to be fixed and finalized and User may not subsequently raise any objections with respect thereto. Once the User Instructions are received the transaction may not subsequently be changed or reversed in any way. Adzoola may seek clarification on User Instructions as and when it deems fit.
11. Adzoola may refuse to comply with the User Instructions without assigning any reason whatsoever and shall not be under any duty to assess the prudence or otherwise of any User Instruction and have the right to suspend the operations through standard process if it has reason to believe that the User Instructions will lead or expose to direct or indirect loss or may require indemnity from the User before continuing to operate Account.
12. The User undertakes and agrees not to use or permit the use of Account and Services for any illegal or improper purposes and shall comply with all applicable laws and regulations governing the Accounts. The User shall be held liable for any illegal funds transfer and money laundering done through their Account.

Section VI: Services

1. The Site is an advertising campaign research, creation and management Services, search engine optimization Services, and/or website Services from Adzoola. Subject to the Agreement, Adzoola provides the Services to Users, .

4. Search Engine Optimisation – Adzoola also provides the User the Service of search engine optimisation (“SEO”) Services through Adzoola’s own developed methods and strategies. Adzoola’s SEO Services may include without limitation, conducting keyword research, content optimisation, improvement of user experience, site design, link building, and social media strategy for the User’s website(s).
5. Order and Scope of Work – or through contacting Adzoola support (“Order”), Adzoola shall display to the User a summary of the specific nature and extent of the Services specified within said Order (“Scope of Work”). The Services selected within an Order shall be available for purchase at the specified Fees, as provided therein and/or on the Site, or as otherwise specified by Adzoola in writing. The User shall select the Services of its choice and provide the requested information for the Payment Method (defined below) for payment of the Fees when placing the Order.  The User shall then be prompted to click on the payment confirmation, which shall constitute the User’s approval of the Scope of Work. Adzoola shall then review the User’s Order request and terms, and process the User’s Payment Method accordingly for the Fees.  Upon successful processing of the same, the Order shall be complete.
6. The Site may also include access to products and services of third parties, either directly or via links to sites operated by such third parties. In some cases, Adzoola may get a commission if the User subsequently makes a purchase from such third parties. While Adzoola endeavors to provide access only to third party products or services that Adzoola reasonably believes to be useful, the User hereby acknowledges and accepts that Adzoola has no control over such third parties. Thus, any link or access on the Site to any third party shall not be deemed as Adzoola’s endorsement of the same. Any transaction between the User and such third party is solely between the same, the User hereby acknowledges that Adzoola shall not be liable for any damage, loss, defect, error, or omission caused or committed by such third party, or any deficiency, delay, or failure resulting therefrom.
7. Duration of Services – Services shall begin upon successful execution and acceptance of an Order in accordance with Section VI (6) hereinabove, and continue until completion of the Services as per the terms of the Order, against Adzoola’s issuance of a written notice of completion to the User.
8. Subscription – The User shall have the option of selecting the Services on individual basis, or under a subscription model. Subscription Services shall continue on a monthly basis until and unless terminated by either Party, with or without specifying any reason, subject to submission of at least 30 days’ written notice to the other Party.

Section VII: Fees, Taxes, and Payment Methods

1. Fees
   • Users shall have the option to purchase a monthly subscription of Services from Adzoola, which shall require payment of subscription Fees due and payable in advance on monthly basis, as described in and subject to the terms and conditions specified in the corresponding Order placed for such Services, which may be revised by Adzoola from time to time upon such notice as may be appropriate
   •  User shall also have the option to purchase individual Services from Adzoola, which shall require the payment of the Fees in accordance with the amounts, instalments, terms and specifications provided in the Order.
   • In the event that Adzoola is required, under the Scope of Work, to make any payments to any third-party subcontractor for the provision of the Services in an Order, Adzoola shall have the right to demand payment of the equivalent amount plus a reasonable mark-up from the User in advance, and the User’s failure to timely pay the same shall give rise to Adzoola’s right to cancel/suspend/terminate the corresponding Services to be received from such third-party, and charge the Client any resulting cancellation charges for those Services which cannot be successfully cancelled/suspended/terminated. Adzoola may also revise the Fees charged to the Client in the event that any component of such Fee was based on a price estimate from a third-party subcontractor, which was different from the actual charges incurred, to the extent of such differential only.
2. Taxes – All payments of the Fee due shall be subject to all applicable taxes under the law.
3. Payment Methods
   • In order to use certain Site and/or the Services, any User availing a paid subscription must provide account information for at least one of the following valid Payment Methods:
     • • Credit card;
       • Debit card;
       • Charge card;
       • Bank transfer;
       • Wire transfer; and/or
       • PayPal account.

     Wherein the User hereby authorizes Adzoola and any third-party payment processor engaged by Adzoola, to run authorizations on all Payment Methods provided by the User, to store Payment Method, banking, or other financial details as User’s method of payment for Services, and to charge Client’s Payment Method.

   • By providing Payment Method information through the Site, the User represents, warrants, and covenants that:
     • User is legally authorized to provide such information;
     • User is legally authorized to perform payments using the Payment Method(s); and
     • such action does not violate the terms and conditions applicable to the User’s use of such Payment Method(s) or applicable law.
   • By authorizing a payment using a Payment Method via the Site, the User represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from User’s Payment Method(s), the User is solely responsible for paying such amounts by other means.
4. Non-Payment – In the event that the User either (i) cancels its debit, credit and/or charge card, (ii) initiates an improper chargeback, or (iii) commits any other act or omission; which leads to a failure on part of the User to pay any Fees or Expenses due, Adzoola shall have the right to suspend or close the User’s Account and revoke the User’s access to the Site and the Services.  Notwithsanding other remedies available to Adzoola under the law, the User must pay Adzoola upon first demand for amounts owed under the Agreement plus interest on the outstanding amount at the lesser of two percent (2%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.  To the extent permitted by applicable law, Adzoola shall reserve the right to set-off amounts due against other amounts received from or held by Adzoola for the User, report such behaviour to any law enforcement authorities and/or regulatory authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

Section VIII: Relationship with Adzoola

1. All dealings between Users, including posts, communications, screening, selection, and performance of the Services, shall remain between the Users, and not pertain to Adzoola. Adzoola shall not, in any way, supervise, direct, or control User or User’s interaction with other Users. Adzoola makes no representations about, and does not guarantee or warrant the quality, safety, or legality of, the User’s interaction or communication with other Users; the truth or accuracy of User’s listings on the Site; the qualifications, background, or identities of Users; nor does Adzoola promise to perform or endorse any background checks on the Users. The User hereby acknowledges and agrees that any information on the Site about another User, including without limitation feedback, composite feedback, including a strength or risk score, geographical location is based solely on data that Users voluntarily submit to Adzoola, and shall not constitute nor be construed as an endorsement, verification, testimonial, or recommendation by Adzoola. The User’s execution of this Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Adzoola.
2. Communications from User to Adzoola – All notices to Adzoola or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: [Adzoola Ltd, 4 Rosemary Way, Melksham, SN12 7FS, United Kingdom]; or (c) in writing via support, and shall be deemed effective upon receipt by Adzoola.  Adzoola does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Adzoola or its registered agent for service of process.
3. Site License and Intellectual Property Rights – Adzoola grants to the User a limited license to access and use the Site for the purpose of using the Site Services.  The User shall only access (or attempt to access) the Site or Services by the interface provided, and you shall not use information from the Site or Services for any purposes other than the purposes for which it was made available.  The User shall not to use the Site or the Services for offering any goods or services.  The User shall not do any of the following without Adzoola’s express prior written consent:
   • sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Services in any way for any public or commercial purpose;
   • use any content of the Site or Services on any other website or in a networked computer environment for any purpose except User’s own viewing;
   • frame or link to the Site or Services;
   • attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or the Services unless expressly permitted by applicable law;
   • access the Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services.

   Adzoola and its licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Services. The logos and names are trademarks of Adzoola and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or the Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Agreement confers any license under any of Adzoola’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

Section IX: Miscellaneous

1. UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE – The User shall not use any robot, spider, scraper, or other automated means to access the Site for any purpose without Adzoola’s express written permission.
2. The User shall not:
   • access the audiovisual content available on the Site for any purpose or in any manner other than streaming;
   • take any action that imposes or Adzoola reasonably believes may impose (in Adzoola’s sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure;
   • copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site (“Content”), any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Adzoola and the appropriate third party, as applicable;
   • interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site;
   • bypass any of Adzoola’s measures to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the content therein;
   • transmit chain letters, or other unsolicited communications;
   • attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
   • collect, harvest, retain, forward, or use any personally identifiable information, including Account names, from the Site;
   • access any Content on the Site through any technology or means other than those provided or authorized by the Site;
   • directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services; or
   • In addition to the aforementioned types of Content in Section IX (2)(c) hereinabove, the User shall not post, upload, display or otherwise make available Content that, inter alia promotes, supports, represents, advocates, threatens, contains and/or condones:
     • any form of racism, bigotry, hatred or physical harm of any kind against any group or individual;
     • harassment or intimidation of another person;
     • requests money from, or is intended to defraud, other Users of the Service;
     • spam or solicits users of the application;
     • information that is false or misleading, or promotes illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
     • an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs, images, audio or video files or links to them, or infringement of any other person’s Intellectual Property Rights, in any manner whatsoever;
     •  video, audio photographs, or images of another person without his or her express permission (or in the case of a minor, the minor’s legal guardian);
     • restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
     • material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
     • provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating or creating computer viruses;
     • viruses, time bombs, trojan horses, cancelbots, worms, any invalid data or other harmful or malicious software code, or disruptive codes, components or devices, agent, hidden procedure, routine, or mechanism through or to the Site or the Adzoola Web App that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Adzoola or any third party;
     •  an impersonation of, or otherwise misrepresents affiliation, connection or association with, any person or entity;
     • provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and Confidential Information);
     • disruption the normal flow of dialogue, causes a screen to “scroll” faster than other users are able to type, or otherwise negatively affects other users’ ability to engage in real time exchanges; and
     • solicitation of passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person’s personal information without his or her permission.
3. Adzoola reserves the right, in its sole discretion, to investigate and take any legal action against anyone who violates the provisions of this Section IX, including removing the offending communication from the Service and terminating or suspending the account of such violators.
4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USER’S USE OF THE SERVICE IS ACCESSED AT THE USER’S OWN DISCRETION AND RISK, AND THE USER SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO THE USER’S DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF THE USER DOES NOT ACCEPT THIS LIMITATION OF LIABILITY, THEN SUCH USER SHALL NOT BE AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE.
5. Third-Party Verification – The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and shall not be deemed to be the stance, opinion, or belief of Adzoola. Adzoola neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Adzoola’s authorized employees acting in their official capacities.
6. Links and Applications – The Site may contain links to third-party websites. The Site may also contain applications that allow the User to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Adzoola does not warrant or guarantee access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. The User acknowledges and agrees that Adzoola is not responsible or liable for the availability or accuracy of third-party websites; or the content, advertising, or products on or available from third-party websites. The User shall access third-party websites by clicking on a link, or installing an application at the User’s sole risk and discretion.
7. Mobile and Other Devices – When using the Site, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply.
8. Site Updates – Adzoola may from time to time in its sole discretion develop and provide Site and/or Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download, update and install all required browsers required to utilize the Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the T&Cs, unless otherwise provided in terms associated with such Update. Adzoola reserves the right, at any time, to modify, suspend, or discontinue Services or any part thereof without notice. You agree Adzoola will not be liable to you or any third party for any modification, suspension, or discontinuance of Services or any part thereof.
9. Confidentiality
   • Unless otherwise specified in the Agreement, all information exchanged during the course of the Agreement (“Confidential Information”) shall be regarded as confidential between the Parties and shall not be disclosed to any unauthorized person or used by the recipient other than for the purpose to which it relates. Any authorized disclosure to another person(s) shall be on the same terms as to confidentiality as contained in this clause. Parties hereby agree to make available Confidential Information only to those of their employees who need to have access to it for the purposes of this Agreement and to obligate such employees correspondingly to the extent legally permissible.
   • If, for the purposes of this Agreement, a Party discloses any Confidential Information to its employees, it shall notify such employees of the confidential nature thereof and make all necessary efforts and take all precautions to bind such employees to keep the Confidential Information strictly confidential.
   • During and after the tenure of this Agreement if any Confidential Information is received by a Party under or by virtue of this Agreement the same shall be maintained in the strictest of confidence and trust.
   • The obligation of confidentiality and limited use shall survive termination of this Agreement and continue even after the termination or expiry of this Agreement.
10. Warranty Disclaimer – The Site and the Services are provided “as is” and on an “as available” basis. Adzoola makes no express representations or warranties with regard to the Site, the Services, or any activities or items related to this Agreement. To the maximum extent permitted by applicable law, Adzoola disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to the User.
11. Refunds – All requests for refund of any Fees and/or Expenses paid shall be submitted by the User in writing to Adzoola. Adzoola shall consider each refund request duly received on a case-by-case basis and shall determine whether or not to grant such request (or any part thereof) in its sole and absolute discretion.

Section X: Liability and Indemnities

1. Limitation of Liability – The Parties agree that Adzoola shall not be liable for any damages or losses arising out of or in connection with the Agreement, including, but not limited to:
   • The User’s use of or inability to use the Site or Services;
   • delays or disruptions in the Site or Services;
   • viruses or other malicious software obtained by accessing, or linking to, the Site or Services;
   • glitches, bugs, errors, or inaccuracies of any kind in the Site or Services;
   • damage to the User’s hardware device from the use of the Site or Services;
   • the content, actions, or inactions of third parties’ use of the Site or Services;
   • a suspension or other action taken with respect to the User’s Account;
   • the User’s reliance on the quality, accuracy, or reliability of profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
   • the User’s need to modify practices, content, or behavior as a result of changes to the Agreement.

   The liability of Adzoola, its Affiliates, licensors, and third-party service providers to the User for any claim arising out of or in connection with this Agreement shall not exceed the Fees paid by the User in the preceding six months such claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose.

2. Release – The User hereby releases Adzoola, its Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute that the User may have with another User, whether it be at law or in equity.
3. Indemnification – The User shall indemnify, defend, and hold harmless Adzoola, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by the User, a third party, or another User against an Indemnified Party relating to: (a) use of the Site and the Services by User, including any payment obligations incurred through use of the Services; (b) the User’s failure to comply with the Agreement; (c) User’s failure to comply with applicable law(s) and/or regulation(s); (d) User’s negligence, willful misconduct, or fraud; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by the User. Additionally, in no event shall Adzoola, its Affiliates, licensors, or third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities.

Section XI : Term and Termination

1. Term and Termination
   • The Agreement comes into full force and effect on the later of the Effective Date or upon registration of an Account in the User’s name, and shall remain in valid and in force for the duration of the User’s use of the Site or Services, unless otherwise terminated earlier in accordance with the provisions of this Agreement. Unless otherwise specified in this Agreement, or by both Parties expressly in writing, either Party may terminate this Agreement in its sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein. User may provide written notice to support.
   • In the event of termination, the User’s right to use the Site shall be automatically revoked, and Account shall be closed; however, the User shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Adzoola for any Services availed up to the date of termination. Termination of this Agreement for any reason shall not release the User or Adzoola from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
   • Without limiting Adzoola’s other rights or remedies, it may temporarily suspend, indefinitely suspend, or permanently revoke the User’s access to the Site and refuse to provide any or all Services to the User if: (i) the User breaches the letter or spirit of any terms and conditions of this Agreement; (ii) Adzoola suspects or becomes aware that the User provided false or misleading information to Adzoola; or (iii) Adzoola believes, in its sole discretion, that the User’s actions may cause legal liability for Adzoola, its other Users, or its Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If the User Account is suspended or closed, the User may not use the Site under the same Account or a different Account or reregister under a new Account without Adzoola’s prior written consent. If the User attempts to use the Site under a different Account, Adzoola reserves the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by the User to the extent permitted by applicable law.
   • Without limiting Adzoola’s other rights or remedies, if the User engages in actions or activities that circumvent the Site or otherwise reduce fees owed Adzoola or its Affiliates under the Agreement, the User shall pay Adzoola, and authorize Adzoola or its Affiliate to charge the User, for all fees owed to Adzoola and its Affiliates, all losses and costs (including any and all time expended of Adzoola’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
   • If the User Account is closed for any reason, the User shall no longer have access to data, messages, files, and other material pertaining to the closed Account kept on the Site. If practicable or required by law, Adzoola shall retain this information along with all previous Content for a period of up to five years from the date of closure. However, the User understands, acknowledge, agrees, and affirms that any closure of the User Account may involve deletion of any Content stored in your Account for which Adzoola shall have no liability whatsoever.
   • Except as otherwise required by applicable law, Adzoola shall notify the User closing the Account, unless it believes, in its sole judgment, that giving notice may cause damage. The Parties acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all third parties who have interacted and/or communicated with the User through, or as a result of the Site and/or Services. The User therefore agrees as follows: IF Adzoola DECIDES TO SUSPEND OR CLOSE THE ACCOUNT, Adzoola HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER THIRD PARTIES THAT HAVE INTERACTED AND/OR COMMUNICATED WITH THE USER TO INFORM THEM OF THE USER’S SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE THIRD PARTIES WITH A SUMMARY OF THE REASONS FOR THE ACCOUNT SUSPENSION OR CLOSURE.
2. SURVIVAL – After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

Section XII : Dispute Resolution

1. Dispute Process and Scope – For any and all disputes arising between the Parties, and/or Adzoola’s Affiliates the Parties agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, or the Services (each, a “Claim”) in accordance with this Section XII.  For the purposes of abundant clarity, Claims include, without limitation, all claims, disputes, or controversies arising out of or relating to the Agreement, any payments or monies the User claims are due to them from Adzoola or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, termination, discrimination or harassment and claims arising under statutes or regulations addressing the same or similar subject matters, and all other legal claims arising out of or relating to the Parties’ relationship with one another, or the termination of that relationship. The Parties agree that any Claim must first be attempted to be resolved as described in the subsections below titled “Informal Dispute Resolution” and if such resolution is unsuccessful, then in accordance with the subsection below titled “Jurisdiction.”
2. Choice of Law – This Agreement, and any Claim will be governed by and construed in accordance with the laws of England, without regard to its conflict of law provisions.
3. Informal Dispute Resolution – Prior to serving a demand for arbitration of a Claim, the User shall first notify Adzoola of the Claim at Attn: Adzoola Ltd, 4 Rosemary Way, Melksham, SN12 7FS, United Kingdom or via support, and Adzoola agrees to provide to the User with notice at the User’s email address on file (in each case, a “Notice”) and seek informal resolution of the Claim.  All Notice from User shall include the User’s name, pertinent account information, a brief description of the Claim, and contact information, to enable Adzoola to evaluate the Claim and attempt to informally and quickly resolve the Claim.  Any Notice from Adzoola to the User must include pertinent account information, a brief description of the Claim, and Adzoola’s contact information, enable the User to evaluate the Claim and attempt to informally and quickly resolve the same.  In the event that the Parties have not successfully informally resolved the claim within 60 days from the date of the receipt of the Notice, the Parties shall proceed with the Claim in accordance with Section XII (4) hereunder.
4. Jurisdiction – Any Claim not successfully resolved in accordance with Section XII (3) hereinabove, shall be resolved by the courts of appropriate jurisdiction in Wiltshire, England.

Section XIII : General Provisions

1. ENTIRE AGREEMENT – This Agreement sets forth the entire agreement and understanding between the User and Adzoola relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Agreement are included for ease of reference only and have no binding effect. Even though Adzoola has drafted the Agreement, the User represents that they had ample time to review and decide whether to agree to the Agreement. If an ambiguity or question of intent or interpretation of the Agreement arises, no presumption or burden of proof will arise favoring or disfavoring the Parties because of the authorship of any provision of the Agreement.
2. MODIFICATIONS – No modification or amendment to the Agreement shall be binding upon Adzoola unless in a written instrument signed by a duly authorized representative of Adzoola. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices.
3. NO WAIVER – Nothwithstanding anything to the contrary in this Agreement, the failure or delay of either Party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that Party’s right to later enforce or exercise it, unless such Party issues an express written waiver, signed by a duly authorized representative of such Party.
4. ASSIGNABILITY – User may not assign any of its rights or obligations herein, for any reason whatsoever. Adzoola may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void.
5. SEVERABILITY – If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the Parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
6. FORCE MAJEURE – Neither Party shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such Party shall be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 30 days, either Party shall have the right to give to the other a 30-day notice of termination.
7. PREVAILING LANGUAGE AND LOCATION – The English language version of the Agreement shall be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Wiltshire, England. Adzoola makes no representations or warranties that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, and local laws and regulations.