aDealio Terms of Service

1. RELATIONSHIP

1.1 Agreement

These terms of service (“TOS”) constitutes an agreement (the “Agreement”) between aDealio, Inc. (“aDealio”, "us", "we" and "our") and the merchant (“Merchant” or ‘you”) with respect to your use of the aDealio website at http://www.adealio.com ("Website") and your aDealio Email Promotion (“AEP”) purchase (the “Purchase”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “Merchant” “you”, “your” or “customer” shall refer to such entity and its affiliates.

1.2 Promotion

Merchant hereby authorizes aDealio, effective upon Merchant’s approval of Merchant’s AEP promotion, to display and promote Merchant’s AEP on our website and in emails. Merchant acknowledges that aDealio may suspend or terminate any AEP at any time, in its sole discretion. We may redesign or modify the placement, sequence, organization, structure and/or "look-and-feel" of your AEP promotion, at any time and without notice.

1.3 Customer Services

Merchant shall be solely responsible for all customer service related to Merchant’s AEP promotion.

1.4 Independent Contractors

The relationship of the parties established hereby is that of independent contractors, and nothing contained herein should be construed to give either party the power to direct and control the day-to-day activities of the other. All financial and other obligations associated with each party's business are the sole responsibility of such party.

2. FEES AND PAYMENT

We will bill you the promotion fee when you create your Promotion. Any fees specified in the Purchase will apply for that promotion only. Your promotion fee is Non-Refundable once you have scheduled your promotion. Our fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on aDealio’s income. You agree to provide us with complete and accurate billing and contact information. This information includes your legal company name (if applicable), e-mail address, and of an authorized billing contact. You agree to update this information within 10 days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate this Agreement in addition to any other legal remedies. All fees will be billed in U.S. dollars. We may remove, or cause to be removed, your AEP promotion and suspend our services hereunder if your credit card authorization fails or is denied. Your prompt payment of any costs that we incur to suspend services or remove or cause removal of your AEP promotion, or to resume services or replace or cause replacement of your AEP, will be a condition to our resumption of services and the replacement of your AEP promotion. You acknowledge that no such suspension or removal will extend the term of this Agreement and, therefore, that it will reduce the aggregate time that we fulfill your Purchase.

3. WARRANTY, AVAILABILITY AND INDEMNITY

Any warranty in connection Merchant’s AEP shall run directly from Merchant to the aDealio website users. Under no circumstances shall aDealio be responsible to any party for any failure related to Merchant’s AEP. Merchant shall indemnify and hold aDealio free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of (a) any claim made with respect to Merchant’s AEP, and (b) any false or misleading sales of advertising methods used by Merchant.

4. TERM AND TERMINATION

4.1 Term

This Agreement is effective as of the date of your first access or use of the Website, and shall remain in effect for the duration of your access or use. This Agreement shall automatically terminate upon your breach of the Agreement.

4.2 Survival of Certain Terms

The provisions of Sections 5,6,7,8,9 shall survive the termination for any reason. All other rights and obligations of the parties shall cease upon termination.

5. REPRESENTATIONS AND WARRANTIES

5.1

Each party represents that it is a business entity duly organized, validly existing, and in good standing in the jurisdiction in which it is incorporated, and that it has the full power and authority to execute and deliver the Purchase order form and this Agreement and to carry out the transactions contemplated hereby.

5.2

Each party represents and warrants that it has no outstanding agreement or obligation that is in conflict with any of the provisions hereof, or that would preclude it from complying with the provisions hereof.

5.3

Merchant represents and warrants that (a) it has the right to grant the licenses as set forth herein and to authorize aDealio to promote the AEP on our website, (b) the promotion of the AEP complies with all applicable law, and (c) it has obtained all authorizations, consents or releases required for its performance hereunder.

5.4

THE WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY EITHER PARTY WITH RESPECT TO THE MATTERS CONTEMPLATED HEREIN INCLUDING THE SERVICES. NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. aDealio EXPRESSLY DISCLAIMS ANY WARRANTIES OF MerchantABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, NON-INTERFERENCE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE SERVICES, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6. LIMITATION ON LIABILITY

ADEALIO’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY MERCHANT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM. IN NO EVENT SHALL ADEALIO BE LIABLE TO MERCHANT OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION LOST PROFITS. THESE LIMITS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE CUMULATIVE AND NOT PER INCIDENT.

7. CONFIDENTIALITY

Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning business, plans, customers, technology, and products that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. Each party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the other party other than to fulfill its express obligations hereunder. Each party shall take every reasonable precaution to protect the confidentiality of such information.

8. TRADEMARKS AND TRADE NAMES

8.1 Use of Merchant Names

aDealio may identify Merchant in aDealio advertising and marketing materials.

8.2 Company’s Trademarks

During the term hereof, aDealio will have the right and is hereby granted a license to advertise the Merchant’s AEP with Merchant’s trademarks, trade names, service marks, and logos (“Merchant Trademarks”).

8.3 Feedback

If you have comments or ideas on how to improve the AEP program, or need to report a problem with the AEP program, please contact aDealio. Please note that by doing so, you also grant aDealio and third parties permission to use and incorporate your ideas or comments into the AEP program without further compensation.

8.4 Use of Data

aDealio is authorized to publish, share or otherwise distribute to any party, analytics, statistics or other data related to Merchant’s AEP promotion, provided that such data are aggregated with the data from other aDealio customers or users in a manner that does not allow Merchant’s data to be separated from the aggregate data and identified as relating to Merchant.

9. GENERAL PROVISIONS

9.1 Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed under the laws of the State of California, without reference to conflict of law principles. The parties hereby expressly consent to the exclusive jurisdiction and venue of the federal and state courts within the State of Texas to adjudicate any dispute arising out hereof.

9.2 Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment hereto, nor any waiver of any rights hereunder, shall be effective unless in writing signed by the party to be charged.

9.3 Notices

Any notice required or permitted hereby shall be deemed given if sent by registered mail, postage prepaid, addressed to the other party at the address which such party gives notice hereunder. Delivery shall be deemed effective three days after deposit with postal authorities.

9.4 Force Majeure

Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.

9.5 Non-Assignability and Binding Effect

Merchant may not assign its rights and obligations hereunder without the written consent of aDealio. Subject to the foregoing, these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

9.6 ARF Referrals

ARF Financial LLC (ARF) is not a party to the Services being offered in this Terms of Service. ARF has negotiated an arrangement with aDealio exclusively for ARF’s customers as an incentive for customer loyalty and participation in ARF’s programs. ARF is not the service provider. ARF is only facilitating the aDealio Service and is not responsible for its performance which is governed by this Terms of Service.