Welcome to the AD Marketplace, giving AD members dedicated access to purchase products manufactured and distributed by premier suppliers!
PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE USING OUR WEBSITE.
BY ACCESSING OR USING THE WEBSITE YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE.
If you are accepting or agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to the Terms.
“Website Content” refers to any and all videos, text, photos, information and other content included, provided or made available on or through the Website.
“Users” means any and all persons Kthat access or use the Website. References to “access” and/or “use” of the Website (and any variations thereof) include the acts of accessing or browsing the Website or App, and accessing or using the Services.
Your access to and use of the Website is governed by the terms and conditions of these Terms of Use, our Privacy Policy, currently located at https://adhq.com/cookie-privacy-notice (as described in more detail in Section 10.1 below), any and all other policies and rules referenced herein, posted on the Website, or otherwise communicated to users (the “Website Rules”).
Certain of the products, features, functionality, tools, content and promotions available on or through the Website may be subject to additional or supplemental terms and conditions (“Supplemental Terms”), which may include, without limitation, terms that are specific to different suppliers’ stores within the Website or agreements executed outside of the context of this Website (as applicable). If you choose to purchase those products, access or use those features, functionality, tools or content, or participate in those promotions, the applicable Supplemental Terms are also incorporated and deemed part of these Terms of Use.
If there is a conflict between these Terms of Use and the Supplemental Terms, the Supplemental Terms will govern and control with respect to the applicable products, features, functionality, tools, content and promotions.
PLEASE READ THESE TERMS OF USE, OUR PRIVACY POLICY, WEBSITE RULES AND ALL APPLICABLE SUPPLEMENTAL TERMS (COLLECTIVELY, THE “TERMS”) CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE WEBSITE.
THESE TERMS DO NOT SUPERSEDE ANY SUPPLIER OR CUSTOMER AGREEMENT YOU MAY HAVE EXECUTED, OR OTHER TERMS TO WHICH YOU MAY BE SUBJECT, REGARDING YOUR RELATIONSHIP WITH ANY SUPPLIER OR OTHER AD MEMBER, INCLUDING PRODUCT WARRANTIES OR DISCLAIMERS OR YOUR RIGHTS WITH RESPECT TO PRODUCTS PURCHASED ON OR THROUGH DIFFERENT STORE ON THE WEBSITE.
AD reserves the right, in its sole discretion, to amend the Terms, at any time and without prior notice, including to change, modify, add to, update or remove terms and conditions (collectively “amend” or “update”). If we choose to amend the Terms, we will update the Effective Date at the top of the Terms and post the updated version. We may also, at our option, choose to notify you by e-mail or another means. By continuing to use the Website after we have posted an updated version of the Terms or otherwise notified you of an update, you are affirming that you agree to be bound by the amended Terms. No other modification, amendment, supplement of or to the Terms will be binding on AD unless it is in writing and signed by an authorized representative of AD.
Subject to your compliance with the Terms, AD grants you a limited non-exclusive, non- transferable, non-assignable and non-sublicensable license to access and use the Website in the United States and Canada for your own internal use only, and not for resale, redistribution or use as a service bureau. The Website is controlled and operated within the United States and use outside of the United States or Canada is prohibited.
This Website is not intended for use by persons under the age of 18 years old. If you are less than 18 years of age or do not have the legal capacity to enter into a contract, you are prohibited from accessing or using the Website. By using this Website, you represent and warrant that either you are at least 18 years of age and have the legal capacity to enter into a contract, or that you will only access and use the Website with the consent and supervision of a parent or legal guardian.
AD reserves the right, in its sole discretion, to modify or discontinue offering the Website, in whole or in part, including any products, features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you.
You must register for a User account before you are able to use the marketplace functionality of the Website (e.g., to search for and purchase products). You may register to create an account directly via the Website. You agree to provide truthful, complete, accurate and up-to-date information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. If you are accepting the Terms as an employee or representative of an entity, you represent and warrant that you have the requisite authorization to act and authority to bind the applicable entity to the Terms.
When you create your account, you will be asked to create a username and password, which you will be solely responsible for safeguarding. You agree not to disclose your username or password to any third party, and you agree to immediately notify AD of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. AD cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Each store within the Website is subject to the policies and practices of the applicable seller, which may change from time to time without notice. Please be sure to check each store’s policies and practices before placing each order from that store. Orders placed after the terms have changed will be subject to the modified terms.
You may cancel your account, or profiles of any individuals registered under your account, at any time.
We may, in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your account, or profiles of any individuals registered under your account, and take technical and legal steps to prevent you from using our Website at any time if we believe, in our reasonable discretion, that you have breached the Terms. Access will be restored when the breach is cured or otherwise resolved to AD’s reasonable satisfaction.
If your account is deactivated or cancelled, AD will have the right, but not the obligation to delete your account information.
You agree to pay all amounts incurred in connection with purchases made on or through the Website, including any applicable taxes. For more information about invoicing and payment-related terms, please see https://www.ad-marketplace.com/orderpolicy. Invoicing and payment terms may change from time to time without notice, so please check back before placing each order. Orders placed after the terms have changed will be subject to the modified terms.
Users are prohibited from accessing or using the Website to systematically retrieve information or content to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise, or for any other purposes that are not expressly permitted by the Terms.
Further, you may not:
access, copy, distribute, share, publish, use or store, or prepare derivative works from any Website Content, which is the intellectual property of AD and its licensors, except with prior express written authorization of AD and/or the applicable licensor;
circumvent our systems, policies, determinations as to your account status, including by attempting to access or use the Website if your account has been suspended or cancelled or you have otherwise been temporarily or permanently prohibited or blocked from using the Website;
access, search, collect information or other Website Content by “scraping,” “crawling” or “spidering” the Website, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by AD, unless you have been specifically authorized to do so in a separate agreement with AD;
use, display, mirror or frame the Website, or any feature, functionality, tool or content of the Website, AD’s name, logo or other trademark or service mark, without AD’s express prior written authorization;
interfere with, disrupt, damage or compromise the Website or our systems or the access of any User, host or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or by overloading, flooding, spamming, mail-bombing the Website or otherwise imposing an unreasonable or disproportionately large load on the Website;
access, tamper with or use non-public areas of any of the Website, AD’s computer systems, or the technical delivery systems of AD’s service providers;
probe, scan, or test the vulnerability of any system or network of AD or its service providers, or breach or circumvent any security or authentication measures of such system or network;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by AD or any of AD’s service providers or any other third party to protect the Website;
forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Website to send altered, deceptive or false source-identifying information;
decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Website;
otherwise abuse the Website, or breach the Terms; or
attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.
If you feel that another User has violated the Terms, misused the Website, or otherwise acted inappropriately, you may report the User to AD at info@adhq.com. AD reserves the right, but assumes no obligation, to investigate and take appropriate action in response to such reports. Regardless of its action or inaction, in no event will AD be liable for the acts or omissions of any User or any third party. If you are a California resident, you may also report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. See the “California Residents” subsection below.
AD reserves the right, but not the obligation, at any time and without prior notice, to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.
Without limiting the foregoing, AD has the right, to monitor access to or use of the Website by any User, to access, review, preserve and disclose any User content, or to remove or disable access to any User content, if we believe in good faith that it is reasonably necessary (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body), (ii) to respond to claims asserted against AD, (iii) to enforce and to ensure a User’s compliance with the Terms, including the investigation of potential violations, (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues, (v) to protect the rights, property or safety of AD, its Users or members of the public, and (vi) for the purpose of operating and improving the Website (including for customer support purposes).
You agree to cooperate with and assist AD or its representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.
The Website, including all features, functionality, tools and content thereof, is protected by copyright, trademark, patent and other laws of the United States and foreign countries. You acknowledge and agree that the Website, and all intellectual property rights therein are the exclusive property of AD and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Website. Without limiting the foregoing, you acknowledge and agree that (i) the Website Content includes the trade names, logos, and other trademarks and service marks (collectively, “Marks”), as well as information, images, graphics and video, associated with third parties, their products and/or services, which are the property of their respective owners (collectively, “Third-Party IP”), (ii) all other Marks, information, images, graphics and video are the property of AD, and (iii) you are not permitted to use any Third-IP, or AD Marks, information, images, graphics or video without the prior written authorization of the applicable third-party or AD, respectively.
You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools or content of the Website in any form or by any means, or sublicense the rights granted in the Terms, except as expressly permitted herein, without the prior written permission of AD or the intellectual property owner, as applicable.
No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by AD or its licensors, except for the licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are hereby reserved.
AD provides access to purchase products manufactured, distributed and/or sold by third-party suppliers, and may provide links or referrals to other third-party websites, products and services (collectively, “Third-Party Products”). You acknowledge and agree that AD does not endorse, and is not responsible or liable for such third parties or Third-
Party Products, including that any information provided is complete, accurate or up-to-date. We will not be responsible or liable for any damage or harm resulting from any third party or Third-Party Product.
You represent and warrant to AD that (i) you have the power and authority to accept and agree to the Terms, (ii) you will not, in connection with your use of the Website, violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, and will not cause AD to do so, and (iii) all account information provided by you will be complete, accurate and up-to- date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, INCLUDING ALL PRODUCTS, FEATURES, FUNCTIONALITY, TOOLS, CONTENT AND PROMOTIONS AVAILABLE ON OR THROUGH THE WEBSITE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. AD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OR TITLE, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE WEBSITE OR THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, WARRANTIES THAT ANY PRODUCT AVAILABLE THROUGH THE WEBSITE IS SAFE, RELIABLE OR FREE OF DEFECTS, OR WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY PRODUCT INFORMATION OR OTHER WEBSITE CONTENT. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOUR RELIANCE ON ANY INFORMATION AND PURCHASE OF ANY PRODUCTS ON OR THROUGH THE WEBSITE IS AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT (I) AD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE WEBSITE, (II) AD WILL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR RELATING TO THE PURCHASE, USE OR MISUSE OF ANY THIRD-PARTY PRODUCTS, INCLUDING ANY PRODUCT DEFECTS OR DEFECTS IN ANY RELATED PRODUCT INFORMATION, PACKAGING, LABELING OR MARKETING CLAIMS, AND (III) IN ANY EVENT, AD’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100). THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, RIGHTS OR LIABILITIES, SUCH AS LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR RESULTING FROM DEATH OR PERSONAL INJURY. NOTHING IN THE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN THIS SECTION THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT REQUIRED BY LAW.
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE FORM THE BASIS OF THE BARGAIN BETWEEN AD AND YOU, AND WILL SURVIVE AND APPLY WHETHER OR NOT AD HAS BEEN INFORMED OF THE POSSIBILITY OF ANY DAMAGES, AND EVEN IF THE REMEDIES AVAILABLE ARE ALLEGED OR FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify and hold harmless (collectively, “Indemnify”) AD, its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives (collectively, the “Indemnified Parties”), from and against any and all claims, liability, losses or damages (whether compensatory, direct, incidental, consequential or otherwise), costs and expenses, including legal fees and litigation costs (collectively, “Losses”), arising out of or relating to your use (or misuse) of the Website, including any and all products, features, functionality, tools, content and promotions available on or through the Website. Without limiting the generality of the foregoing, you agree to Indemnify the Indemnified Parties from and against any and all Losses, arising out of or relating to (i) bodily injury, death, or damage to any real or personal property caused by the use (or misuse) of any Third-Party Products, including any due to defects in the product, packaging or labeling, (ii) your breach of the Terms, including any violation of federal, state or local or other applicable laws, rules or regulations or infringement or misappropriation of the rights of any third party, (iii) a dispute arising between yourself and any supplier, member or other third party, and (iv) your gross negligence or willful misconduct.
The Terms shall be governed by and interpreted in accordance with the laws of Pennsylvania without regard to conflict of law principles. You agree that any and all disputes, claims and actions, at law or in equity, arising out of or relating to or in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Website, including the App (collectively, “Disputes”) in the federal or state courts located in Wayne County, Pennsylvania and each of us agrees that such courts shall have exclusive jurisdiction and venue for any such actions. AD also may seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.
Our collection and use of information about Users is governed by our Privacy Policy. By accessing and using the Website, you consent to the collection and use of this information, including the transfer of this information outside the United States, for storage, processing and use by AD. As part of providing the Website, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Website, which you may not be able to opt-out from receiving.
These Terms, including these Terms of Use, our Privacy Policy, the applicable Supplemental Terms and any and all Website Rules, constitute the entire and exclusive understanding and agreement between you and AD regarding your access to and use of the Website, including the App, and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and AD and regarding the subject matter hereof.
Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by AD (i) via e-mail (in each case to the address that you provide), or (ii) by posting to the Website or via the App. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.
Our failure to exercise any right or enforce any obligation under these Terms of Use or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach. The waiver of any right,
obligation or breach will be effective only if in writing and signed by a duly authorized representative of AD. In addition, no waiver granted in any instance shall constitute a waiver in any other instance.
Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.
Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.
The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.
Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:
Complaints regarding the Website or requests to receive further information regarding use of the Website may be sent to the above address or to ADMarketplacehelp@adhq.com
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297, see www.dca.ca.gov for additional information
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