AD

MARKETPLACE

TERMS OF USE

Effective Date: April 1, 2024

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.

1. ABOUT THE TERMS

1.1 Key Terms. As used in these Terms of Use:

2. LICENSE

2.1 License.

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.

2.2 Eligibility.

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.

2.3 Modifications & Updates to the Website.

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.

3. ACCOUNTS

4. INVOICING AND PAYMENT TERMS

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.

5. USER CONDUCT GUIDELINES

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:

6. INTELLECTUAL PROPERTY OWNERSHIP

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.

7. NO ENDORSEMENTS

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.

8. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

9. GOVERNING LAW & DISPUTE RESOLUTION

10. MISCELLANEOUS