Published date: August 31st, 2021
Updated: March 1st, 2022
The meanings of capitalized terms used in these terms of service are set out below.
Terms & meaning
Content - Has the meaning given in clause 6(a).
Data - Has the meaning given in clause 10(a).
Data Analytics - Has the meaning given in clause 10(b).
End User - Has the meaning given in clause 12.
Feedback - Has the meaning given in clause 11(b).
Intellectual Property Rights - All industrial and intellectual property rights throughout the world, including all copyright and analogous rights, all rights in relation to inventions or discoveries (including patent rights), designs, registered and unregistered trademarks (including service marks), trade names, brand names, indications of source or appellations of origin, know-how, software, circuit layouts and all other rights throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields.
Jurisdiction Specific Terms - The terms in clause 18.
AdShac Content - Has the meaning given in clause 9(f).
AdShac Service - The service, delivered by us through the Website (or by any other means from time to time, including an application), that allows you to create a Sponsorships Listing Page.
Page - A personalized page that houses your Sponsorship Listings or Ad Inventory, including details about your creator profile.
Platform fee - A fee paid by advertisers and content creators, a set percentage of the value of the transaction. (Advertisers pay 8% (3% CC transaction fee and 5% platform fee), and Creators pay 10%)
We/our/us - AdShac Inc.
Website - The website located at www.adshac.com
In these terms of service:
(a) headings in bold type are for convenience only and do not affect the interpretation of these terms of service;
(b) words of any gender include all genders;
(c) an expression referring to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency as well as an individual;
(d) a reference to any legislation, regulations, binding directions issued by government agencies, mandatory codes of conduct, or similar, includes all delegated instruments made under them and any amendments, consolidations, replacements or re-enactments of any of them;
(e) a reference to a day means the period of time commencing at midnight and ending 24 hours later;
(f) a reference to $ is to United States Dollars currency unless denominated otherwise; and
(g) specifying anything in these terms of service after the words “include” or “for example” or similar expressions does not limit what else is included.
(a) These are binding terms: By accessing or using the AdShac Service:
(1) you agree to be bound by these terms of service. If you disagree with any part of these terms of service then you may not access the AdShac Service; and
(2) you confirm that you can form a binding contract with us, that you accept these terms of service and that you agree to comply with them.
(c) Jurisdiction Specific Terms: If you access or use the AdShac Service from a jurisdiction for which there are Jurisdiction Specific Terms, you also hereby agree to the specific terms applicable to each relevant jurisdiction and in the event of a conflict between the provisions of these terms of service and the Jurisdiction Specific Terms, the Jurisdiction Specific Terms will prevail to the extent of the inconsistency.
(d) You are the authorized representative of a business (if relevant): If you are accessing the Service on behalf of a business or entity then you represent and warrant that you are an authorized representative of the business or the entity with the authority to bind the entity to these terms of service, and that you agree to these terms of service on the entity’s behalf.
(e) Eligibility: You warrant that you are at least 18 years old and you are legally capable of entering into binding contracts. If you are under 18 years old, you must obtain the consent from your parent or guardian for you to use the AdShac Service and they agree to be bound by these terms of service on your behalf.
(a) Free Account - all accounts are free and fees are only charged when a transaction between the Content Creator and Advertiser takes place.
(b) Platform fee - AdShac may charge fees (and applicable Taxes) to Content Creators and Advertisers for use of the AdShac Platform. Except as otherwise provided on the AdShac Platform, service fees are non-refundable. AdShac reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective.
(c) Transaction approvals and Refunds: All transactions are subject to manual or automatic approval.
(d) Account deletion: If you no longer want to use the Platform and would like your account deleted permanently, you can do this by contacting us at firstname.lastname@example.org. You should note though that if you do this, you will not be able to reactivate your account and will not be able to retrieve any of the Content or information you have added.
(e) We can cancel or suspend your account: Please note that these terms of service allow us to suspend or cancel your Content Creator or Advertiser account in certain circumstances (for example, see clause 16).
(a) We can change these terms of service: We may change or replace these terms of service at any time if the change is necessary to reflect changed or added functionality of the AdShac Service, for compliance with law, for reasonable commercial reasons, or otherwise to protect our legitimate interests.
(b) We may notify you of certain changes to the terms of service: If a change to these terms of service may have a material negative effect on you, we will use our best efforts to advise you of the change in advance (for example, by providing a notification on the Website), and we will aim to do so least 1 month prior to any new terms taking effect.
(c) You must check these terms of service for changes: It is your responsibility to check these terms of service from time to time for any changes. If you do not agree with any of the changes to these terms of service, it is your responsibility to stop using the AdShac Service and/or cancel in accordance with clause 3.
(d) Your continued use is deemed to be acceptance: Your continued use of the AdShac Service will be deemed as your acceptance of any changes to these terms of service, as described above.
(e) We can change the AdShac Service and functionality: You acknowledge that the AdShac Service is constantly evolving, and we may change parts of the AdShac Service and its functionality from time to time.
(a) You must create an account to use the AdShac Service: To access or use our AdShac Service, you must create an advertiser or content creator account with us. When you create this account you must provide accurate and up-to-date information. It is important that you maintain and update your details and any other information that you provide to us.
(b) You must maintain your password: You agree not to disclose your password to any third party, and you are responsible for safeguarding the password that you use. You will be fully responsible for activities that relate to your account or your password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
(c) You must choose an appropriate username: You may not use, as a username, the name of another person (for example, the name of well-known personalities (other than yours) or a name to which you have no connection), brand, or entity, a name that is not lawfully available for use, or a trade name that is subject to any rights of another person or entity, or a name that is offensive, vulgar, or obscene. In the event that issues arise over the use of particular usernames, for example where another person claims that your username appropriates their name, we will consider the circumstances reasonably and may require you to change your username (and we may then reassign your username). If we have asked you to do this and you refuse, we may suspend or cancel your user account. Importantly, and without impacting the above, we do not permit ‘domain squatting’ or ‘domain parking’ or similar, and we may reclaim and reallocate usernames that we reasonably believe have been created for these purposes. You can raise any concerns with us relating to usernames – see clause 16(b) for details.
(d) Your responsibilities regarding the use of your account: You must not use your user account or allow it to be used in a way which may (in our opinion) cause damage to or impair the AdShac Service or our reputation, or infringe or violate any third party rights, or violate any applicable laws or regulations.
(a) Your right to post Content: You may post, link, store, share and otherwise make available certain information, text, or other material to/on the Sponsorship Listings or Ad Inventory page that you create using the AdShac Service (Content). You are responsible for the Sponsorship Listings, including its legality, reliability, and appropriateness. Where any third party owns any of the Content, you are also responsible for ensuring that you have all rights (including any licenses) needed to allow you to make available that Content on the Page and the AdShac Service.
(b) You grant us a license to use and display your Content: By posting Content to the AdShac Service, you grant us the right and license to use, publicly display and distribute such Content on and through the AdShac Service and you confirm that you have all third party rights and licenses necessary to post that Content. You retain any and all of your rights to any Content you submit, post or display on or through the AdShac Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the AdShac Service, who may also use your Content subject to these terms of service.
(c) Your responsibilities in posting Content: You agree that:
(d) Keeping records: You agree to keep all records necessary to establish that your Content does not violate any of the requirements of this clause 6 and make such records available upon our reasonable request.
(e) Our right to monitor and modify your Content: We are under no obligation to regularly monitor the accuracy or reliability of your Content incorporated into the AdShac Service. We reserve the right to modify or remove any Content at any time.
(f) You accept the risk of public disclosure: You acknowledge and agree that all Content you provide on the AdShac Service will be publicly available information and you bear the risks involved with such public disclosures.
(g) We can use your Content to promote the AdShac Service: We may choose to feature your Page and Content (but not your registered trademarks or personal information, unless you agree in writing) on our Website or otherwise to promote the AdShac Service. You grant to us a royalty-free, worldwide, perpetual license to use such Content for such purposes.
Your access to and use of the AdShac Service is subject to these terms of service and all applicable laws and regulations. We are also committed to ensuring that the AdShac Service is safe for all users and does not provide a platform for inappropriate Content or user behavior. Where there is any genuine and reasonable allegation from a third party (including any law enforcement agency) that your conduct may have breached these terms of service, we reserve the right to cooperate with that third party.
With this in mind, you must not:
(a) access or use the AdShac Service if you are not fully able and legally competent to agree to these terms of service;
(b) make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile, extract information from or create any derivative works of the AdShac Service or any content included, including any files, tables or documentation (or any portion of these) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the AdShac Service or any derivative works of the AdShac Service (or authorize any other person to do so on your behalf);
(c) distribute, license, transfer, or sell, all or any part of any of the AdShac Service or any derivative works thereof, except that you may re-sell the AdShac Service to a limited class of persons if we have expressly given consent for such activity to you in writing (and, if we do give consent, we may also include conditions to such consent, which you must comply with);
(d) market, rent or lease the AdShac Service for a fee or charge, or use the AdShac Service to advertise or perform any commercial solicitation, except that you may market the AdShac Service to a limited class of persons if we have expressly given consent for such activity to you in writing;
(e) use the AdShac Service, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
(f) interfere with or attempt to interfere with the proper working of the AdShac Service, disrupt the Website or any networks connected to the AdShac Service, or bypass any measures we may use to prevent or restrict access to the AdShac Service;
(g) incorporate the AdShac Service or any portion of it into any other program or product, except as may be agreed separately with us in writing;
(h) use, or authorize others to use, automated scripts or other scraping tools to collect information from your Page, or the AdShac Service, or otherwise interact with the AdShac Service;
(i) impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available comes from the AdShac Service;
(j) intimidate or harass another person, or promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age on your Page, your account, or on or through any links on your Page;
(k) include any sexually explicit material (including pictures and language) on your Page itself or your account itself;
(l) use or attempt to use another’s account, service or system without authorization from us, or create a false identity on the AdShac Service;
(m) use the AdShac Service in a manner that may create a conflict of interest or undermine the purposes of the AdShac Service, such as trading reviews with other users or writing or soliciting fake reviews; or
(n) use the AdShac Service to upload, transmit, distribute, store, or otherwise make available in any way:
(a) Paying your fees: You must pay us the fees that you agreed to pay for the completion of a transaction.
(b) How you will be billed: You (advertiser) will be billed once the transaction is manually or auto-approved by the creator.
(c) Platform fee: Creators are charged 10% platform fee of the total transaction amount upon the completion and approval of the transaction. Advertisers are currently not charged a fee.
(d) Payments must be made with accurate billing information: A valid payment method, including credit card, is required to process the payment for a successful transaction. You will provide us with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize us to charge all fees incurred through your account to any such payment instruments.
(e) Taxes: Unless otherwise stated, all fees are exclusive of transactional taxes (ie GST/VAT). You are responsible for paying all other (if any) external fees and taxes, including withholding taxes if they apply, associated with your use of the AdShac Service wherever levied. We may collect geographic information from you for these purposes, and all geographic information that you provide to us (if any) must be accurate.
(a) Our Intellectual Property Rights: All Intellectual Property Rights in the AdShac Service, the Website, and their content (excluding your Content, but including the AdShac Content), features and functionality are and will remain our (or our licensors’) exclusive property, and you will not challenge such ownership.
(b) No transfer of our Intellectual Property Rights to you: The AdShac Service is protected by copyright, trade mark, and other laws of both Australia and foreign countries. Our trademarks and trade names may not be used in connection with any product or service without our prior written consent. Nothing in these terms of service constitutes a transfer of any Intellectual Property Rights from us to you.
(c) Your limited rights to use the AdShac Service: You are permitted to use the AdShac Service only as authorized by us (which includes use in accordance with these terms and conditions). As a user, you are granted a limited, non-exclusive, revocable, non-transferable right to use the AdShac Service to create, display, use, play, and upload Content subject to these terms of service.
(d) How the AdShac Service must not be used: You must not use the AdShac Service in connection with a product or service that is not affiliated with us or in any way brings us into disrepute.
(e) Responsibility for material posted: Any opinions, advice, statements, services, offers, or other information or content expressed or made available by any other users are those of the respective authors or distributors and not of us.
(f) Your responsibilities in using AdShac Content: If we provide you with any images, icons, video, graphics, or other content (AdShac Content) for you to use in connection with the AdShac Service, you must:
(1) only use such AdShac Content on your Page and not anywhere else;
(2) comply with any reasonable written guidelines or terms, which may be the guidelines or terms of a third party, in relation to the AdShac Content that we provide to you.
(a) Our data, and guardianship of our data: All data (and any Intellectual Property Rights in data) that we or the AdShac Service create or generate based on your use (or End Users’, or other users’ use) of the AdShac Service or the Content (Data) will be owned by us and you will not dispute such ownership.
(b) We may provide you with Data: We may provide Data or visualizations of Data to you as part of the AdShac Service (Data Analytics). We make no representations or warranties as to the accuracy or completeness of the Data Analytics, but we will try to make it as accurate and complete as we can.
(a) You must protect confidential information provided to you: If we share information about the AdShac Service with you that is confidential, or that a reasonable person would consider is confidential, you must keep it confidential and use reasonable security measures to prevent unauthorized disclosure of or access to that information.
(b) Our responsibilities regarding Feedback: If you choose to contribute to the AdShac Service by sending us any ideas for new products, services, features, modifications, enhancements, content, offerings, promotions, computer code, or any other materials (Feedback), then regardless of what your communication may say:
Your Page may have its own visitors and customers (End Users). The way in which the End Users use and interact with your Page and your Content (as distinct from our obligations to you in these terms of service in respect of the AdShac Service itself) is solely your responsibility. This responsibility includes compliance with all laws and regulations in relation to End Users, and the supply of products and services (if any) to End Users.
(a) We are not liable for damages: You agree that we will not be liable for any damages suffered as a result of using the AdShac Service, or copying, distributing, or downloading Content from the AdShac Service.
(b) No liability for certain types of damage for breach of contract or tort: In no event will you or we be liable for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, privacy, data, goodwill or other economic advantage) however it arises, whether for breach of contract or in tort (including negligence), even if the relevant party has been previously advised of the possibility of such damage.
(c) You are responsible for your use of the AdShac Service: You have sole responsibility for adequate security protection and backup of data, Content, and/or equipment used in connection with your usage of the AdShac Service and will not make a claim against us for lost data, re-run time, inaccurate instruction, work delays or lost profits resulting from the use of the AdShac Service. You must not assign or otherwise dispose of your account to any other person.
(d) Indemnity: You will indemnify us against any loss suffered by us that arises out of a breach by you of these terms of service (including clause 7), or a third party claim made against us in relation to your Content.
(e) Limitation of our liability to you: In no event will our liability to you under or in connection with these terms of service or the AdShac Service exceed the greater of the fees actually paid by you to us at the time the liability purportedly arose, or [$100]. This limitation applies regardless of whether your claim against us is based on contract, negligence, other torts or otherwise.
(a) You use the AdShac Service at your own risk: Your use of the AdShac Service is at your sole risk. The AdShac Service is provided on an "AS IS" and "AS AVAILABLE" basis. The AdShac Service is provided without warranties of any kind, whether express or implied, including, but not limited to, up-time or availability, or implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
(b) We make no warranties about the AdShac Service: We, our subsidiaries, affiliates and licensors do not warrant or represent that:
(c) Extent of this disclaimer: This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction or unauthorized access or, alteration of or use of record in connection with the use or operation of the AdShac Service, whether for breach of contract, tortious behavior, negligence or any other cause of action.
(d) We make no warranties about the content on the AdShac Service: We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the content contained on the AdShac Service for any purpose. Any reliance you place on such information is therefore strictly at your own risk. We disclaim any express or implied warranty, representation, or guarantee as to the effectiveness or profitability of the AdShac Service or that the operation of the AdShac Service will be uninterrupted or error-free. We are not liable for the consequences of any interruptions or error in the AdShac Service.
(e) We may provide access to third party services: We may at times include as part of or ancillary to the AdShac Service access to specific functionality or other services which are provided by third parties (for example, a payment portal).
(f) We do not exclude the application of laws that cannot be excluded: These terms of service (including the above provisions of this clause 14) apply to the maximum extent permitted by law. Nothing in these terms of service is intended to exclude, restrict or modify rights which you may have under any law, which may not be excluded, restricted or modified by agreement. If these terms of service are governed by the Federal Trade Commission, our liability to you for failure to comply with a consumer guarantee in respect of any services is limited to the re-supply of the services or payment in lieu of such re-supply.
(g) Beta functionality: We may from time to time make certain functionality of the AdShac Service available to you in beta (and this functionality will be marked as ‘beta’ or similar). We are still evaluating and testing such beta functionality and it may not be as reliable as our other parts of the AdShac Service.
(a) No endorsement of third party services: Unless we otherwise specifically state, we do not endorse (or make any warranties or representations in relation to) any third party product or service, and your use of that third party product or service may be subject to separate terms and conditions which you are responsible for reviewing and agreeing.
(b) Terms and conditions of third party services: You will comply with the terms and conditions that you have either separately agreed to comply with or that we make it clear to you that you must comply with any third party service that you use in conjunction with the AdShac Service.
(c) No refunds: We do not offer refunds for any amounts you have paid to a third party.
(d) Suspension or cancellation of account: If you do not agree with the third party terms and conditions, then we may suspend or cancel your user account or limit the relevant functionality.
(a) Our rights to suspend or cancel your account: If you do not comply with any of these terms of service (in particular, clauses 7 (Acceptable Use), and 9 (Intellectual Property)), we may suspend or cancel your user account or limit the functionality of the AdShac Service that you have access to. Depending on what the non-compliance is, we may not use this right to suspend or cancel, but if there is repeat non-compliance on your account, or a material non-compliance, we are likely to.
(b) Your rights to approach us with any issues: If you have any issues with our decision under clause 16(a), with the performance of the AdShac Service, or anything else in connection with these terms of service, please let us know by emailing us at email@example.com (Issue Notice). Once we receive an Issue Notice, you and we will use all reasonable endeavors to resolve the issue in good faith. Neither of us will bring any legal proceedings or take any formal or public action in connection with the issue until we have spent at least 1 month from the date of the Issue Notice trying to resolve the issue in good faith.
(b) Severability: If any provision of these terms of service is invalid under the law of any jurisdiction, then the provision is enforceable in that jurisdiction to the extent that it is not invalid, and the to the extent it is not valid then it will be severed from these terms of service and the remainder of these terms of service will continue to apply with such amendments as are strictly necessary to reflect the severance.
(c) Governing law: These terms of service are governed by the laws of the United States. Both you and we submit to the exclusive jurisdiction of the courts of the United States.
(d) No waiver: Our failure to insist upon or enforce any provision of these terms of service will not be construed as a waiver of any provision or right.
(e) No agency: Neither these terms, nor the AdShac service, create a relationship of agent / principal between you and us.
Laws may apply to you or to us as a result of your specific location. If this is the case, and if those laws are inconsistent with any part of these terms, those laws will prevail to the extent of the inconsistency.