Terms & Conditions for Using Adwaper

The Client and Adwaper Firm, (hereby referred to as "Adwaper"), agree to the following Terms and Conditions (also known as Terms of Service):

1. General Usage Policies

a. Client agrees to use the service in a manner consistent with any and all applicable laws and regulations of the United States of America, and the Client's locality. Reproduction or transmission of any material in violation of any local, state, U.S., or international law or regulation is prohibited. The Client agrees that any material to be reproduced or transmitted on Adwaper's service through Client's account(s) does not violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything obscene, libelous or threatening. Adwaper reserves the right to determine what is obscene, libelous or threatening. The Client shall defend, indemnify and hold harmless Adwaper from and against any claims, liabilities and expenses, including attorney fees, resulting from any Client's use of Adwaper services or a Client's account in an unlawful manner or otherwise in violation of or contrary to the Client's Agreement with Adwaper or Adwaper's Terms of Service. At Adwaper's discretion, Adwaper may revoke any Client's access to Adwaper services or accounts for inappropriate usage.

b. Adwaper respects the Intellectual Property Rights, Copyrrights, and Trademarks of others and requires Clients to do the same. It is Adwaper's policy to suspend or terminate the access privileges of those who infringe or repeatedly infringe the copyrights or other Intellectual Property Rights of others. If you believe that your work has been posted on the Client Account in a way that constitutes copyright infringement, please contact Adwaper's copyright agent at the address below and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyright-protected work that you claim has been infringed; (c) the location on the Client Account of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you regarding your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. By submitting a copyright infringement notice, you acknowledge and agree that Adwaper or its copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material. You may write to Adwaper's designated agent for notice of copyright infringement at:

Adwaper Firm
Attn: Copyright Agent
Aman Arora
New Delhi

c. If you believe that your removed or disabled Content is not infringing, or that you have the authorization or right to post and use that Content from the copyright owner, the copyright owner's agent, or pursuant to law, you may send a counter-notice containing the information required by Section 512(g)(3) of the Digital Millennium Copyright Act (17 USC § 512(g)(3)). Adwaper or its copyright agent will forward your counter-notification to the party who submitted the original copyright infringement claim. If the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled Seller Content within ten (10) business days of receiving the counter-notice from Adwaper, then Adwaper may, in its sole discretion, reinstate the removed or disabled material.

d. The Client hereby agrees that the Internet is volatile and hereby holds Adwaper and any of its affiliates harmless from Internet downtime.

e. Use of Adwaper provided services constitutes agreement by Client that Adwaper may update, upgrade, or otherwise modify technologically related services, as needed, without prior notification to Client. Certain updates, upgrades or modifications made to Adwaper services may constitute a need for the Client to upgrade, update or modify the Client's services and technologies required to maintain optimal usage of Adwaper services. The Client may obtain required updates, upgrades or modifications to continue service through additional purchased Adwaper services, or other reputable and knowledgable service providers capable of providing necessary updates, upgrades or modifications. Adwaper is not responsible for service interruption due to upgrades, updates or other modifications. Client hereby indemnifies and holds Adwaper harmless for any outages or loss of online business due to service updates, upgrades or modifications.

2. Security Policies

a. The Client is responsible for all use of the Client's account(s) and confidentiality of password(s), including choosing safe passwords and, if applicable, ensuring file protections are set correctly. Adwaper will suspend access or change access to Client's account(s) immediately upon notification by Client that Client's password has been lost, stolen or otherwise compromised. Adwaper is not liable for any usage and or charges prior to Adwaper making the necessary account alteration.

b. Adwaper has implemented technical and organizational measures designed to secure personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, Adwaper cannot guarantee that unauthorized third parties will never be able to defeat these measures or use personal information for improper purposes. The Client acknowledges that they provide their personal information at their own risk.

c. Adwaper reserves the right to change, modify, delete, subtract, add, or in any way alter a Client's work, files, programs, services, content, or other properties residing on Adwaper's servers, and take any measures deemed necessary if any aspect of said Client property poses a real or potential security risk to Adwaper's servers or Adwaper's other Client's properties.

3. Accounting & Payment Policies

a. We accept Checks, Visa, MasterCard, AMEX, and Discover via online payment. As well we accept Checks via Postal Mail, Fax, EFT and Visa, MasterCard, AMEX, and Discover via telephone or fax. Client is responsible for all bank fees charged due to a Client's returned payment for Non-Sufficient Funds. If Client fails to make a payment, and/or a payment is returned for Non-Sufficient Funds, the Client agrees that Adwaper has the right to restrict services and accounts of the Client's until such time that the client brings any monies due up-to-date. In addition all payments returned for any reason are subject to a return item fee of at least $39.00 (or as charged by our financial institution,) and a returned item processing fee of $39.00; other charges and fees as incurred may be charged to the client account for returned items. If deemed necessary by Adwaper, a Security Deposit equal to a minimum of two months of services or more, may be required before restrictions are lifted on Client services and accounts.

b. When paying by Check, or using a bank account as the Payment Method for any transaction, service, or other purchase; the Client authorizes Adwaper to submit a debit from the bank account. For these transactions, Adwaper may utilize transfers via electronic ACH or via paper check draft from the bank account for the transaction, service, or other purchase price agreed upon. The Client agrees that such requests constitute authorization by Adwaper to make the transfers for amounts owed to Adwaper. The Client gives Adwaper the right to (re)submit an ACH or paper check debit against the original bank account for any amount that is returned or past due; including late fees, finance charges, collection fees, as well as any fees charged by the financial institution such as, but not limited to attorney, bank interest, return item(s), non-sufficient funds, or overdraft fees for funds returned insufficient or uncollected.

c. Late Payments are subject to a 1.5% Finance Charge per month, and a Minimum Finance Charge of $2.50. Finance Charges begin accruing after a seven (7) day Grace Period from the Invoice Due Date. Accounts with balances more than thirty (30) days past due are subject to termination and immediate collections activities of any outstanding balance, including associated collection and legal fees. A service charge of a minimum one (1) hour billable time at Adwaper's then current rate is due for reconnection of any accounts terminated due to non-payment. Adwaper is not responsible for any lost sales, information, or other any company collateral due to service termination for non-payment or other violations of these Terms & Conditions.

d. Any service cancellation requires a thirty (30) day notice and will be billed accordingly. All refunds are processed after subtracting any discounts and promotions, including compensation for services already rendered and received. Refunds are processed AFTER the thirty (30) day cancellation period has lapsed, and tendered the same method in which the original transaction was tendered. There are no refunds on hosting services already purchased and setup, including annual hosting, or special pricing and promotions.

e. All payments received are applied to the oldest invoice balance first regardless of payment designation by Client.

f. All services invoiced by Adwaper will be sent via email at no charge from the email account [email protected] or [email protected]. Once the email is sent the invoice is considered delivered, and is due and payable per the timeline and due dates noted on the said invoice. It is the Client's responsibility to make sure that their email address for receiving invoices is properly setup to receive email from [email protected], [email protected] or [email protected] and have said email addresses Whitelisted and noted in the email Address Book so as to avoid delivery to the Client's spam or junk mail folders. Adwaper is not responsible for missed emails due to client's email servers routing the message to their spam or junk mail folders; all invoices are considered due and payable per Adwaper stated billing terms.

g. Those clients wishing to receive a paper invoice via US Postal Service will be subject to an invoice processing fee of $2.50 per billing period in which an invoice is generated. For paper invoicing, clients must contact Adwaper Accounting with the request for paper billing.

h. Pre-Paid Service Package Discount Rates are good for 18 months from the date of purchase, after which the discount expires and the funds retain face value on account.

i. Access to Client accounts may be limited or restricted if the Client has a past due balance, services rendered are in dispute and unpaid, or any other reason Adwaper deems necessary to protect its property rights and financial interests until such time payment is collected or a payment agreement established.

j. Clients choosing to utilize Automated or Recurring payments on account for all services (except Full-Service Web & Marketing Management Packages), including but not limited to, automated credit card payments, ACH or Paper Drafts from Bank Account(s); may have the credit or debit process up to twenty-four (24) to forty-eight (48) hours prior to the noted Due Date stated on the Invoice or Order. The Client is responsible to have the funds available for withdraw up to twenty-four (24) to forty-eight (48) hours prior to the noted Due Date. Clients on the Full-Service Web & Marketing Management Packages will have their payment processed between the 25th and the 28th of each month prior to ensure service continuity. Adwaper is not responsible for any bank or financial institution fees due to non-sufficient funds or overdrafts resulting from the Automated or Recurring payment clearing the Client account and resulting in overdraft, non-sufficient funds, or returned check fees.

k. All sales are final and NO REFUND will be issued. Adwaper retains the right to consider refunds on a case-by-case basis, but is not obligated to consider refunding purchases already made. Requests for consideration of any refund must happen in writing within the first calendar seven (7) days of the purchase date, requests made after this period will not be considered.

4. Project Completion Policies

a. Estimated project completion dates are not guaranteed and are subject to change pending circumstances (e.g. Client changes in design specifications, Adwaper work load, etc.) Typical projects will be completed in a timely manner pending changes in design specifications.

b. Full or partial payment on an Invoice or Order constitutes acceptance of the work specifications "as-noted in the Description section" to be performed. Any deviations must be noted in writing and signed by both parties.

c. All services or products must be paid in-full, one-hundred percent (100%) with a zero dollar ($0.00) balance due before the service or product may be used for normal Client business activity or often referred to as (go-live). Any service or product taken live must have the full balance due paid within twenty-four (24) hours to avoid immediate collection activities and associated collection costs in addition to the original balance due.

5. Custom Project Policies

a. The Total Sale Price for Custom Services shall be payable in two (2) equal payments (two payments of fifty percent of the Total Sale Price) with exception to the following: Client is receiving special promotional price, a module, or the total sale/estimated price is under $1,000 in which the full amount shall be due and payable upfront.

b. The first payment, which shall be considered a retainer for time and services rendered, will be due upon the receipt of all orders and is required prior to booking a project start date. Work will not begin on a project order until the retainer payment is received in full.

c. The second payment shall be due pending the Client's approval of the final product, but no later than sixty (60) days after the signing of the custom services contract unless duly noted on the Agreement. If the Client's project is not complete, Adwaper will continue and complete any original work as contracted per the project terms.

d. The second payment shall finalize the custom services agreement, thus transferring the non-transferable license of the final product created by Adwaper to the client. If Client does not approve of final product, Client reserves the right to retain all original artwork provided by Client, but Adwaper shall retain rights to possession of final product.

e. There will be NO REFUNDS of the retainer for custom services already in progress. The retainer for cancelled projects already in progress shall be considered payment for services rendered by Adwaper in a good-faith effort to abide by the Agreement between the Client and Adwaper. If possible and applicable, Adwaper may provide the Client with work accumulated pending the retainer fee covers the work developed. Should the time and work invested exceed the retainer, the Client may purchase the remaining work by paying the additional hours accumulated up through the date of cancellation.

f. Per the Client's request, Adwaper will work with and integrate 3rd party solutions as needed. Payment for the use of 3rd party solutions, on-going maintenance, and service of 3rd party solutions is the sole responsibility of the Client. Lack of Client willingness to pay for said 3rd party solutions in no way negates the responsibility of the Client to remit payment to Adwaper for the time required and spent integrating or working with said 3rd party solutions. Any future updates, upgrades or changes in terms between the selected 3rd party solution and the Client are the sole responsibility of the Client. The Client may choose to retain Adwaper for assistance with 3rd party updates, upgrades or changes at Adwaper's current service rates and must be contracted in writing.

g. Should the Client decide to purchase additional services after the initial retaining fees for custom services have been paid, the Client must pay an additional retainer for the additional custom services before any work on the additional services will begin. The retainer will be due in accordance with the terms as listed herein item 5(a).

h. Custom programming completed by Adwaper for the Client is completed on an "as-is, here-and-now" basis, meaning programming is coded to work for systems available at the time of programming. Should future circumstances dictate reprogramming or debugging due to technological changes in available systems or requirements (e.g. subject but not limited to, a change in programming language standards, or browser rendering requirements, etc.) the Client is responsible for hiring Adwaper or a qualified programmer to complete the additional custom programming, updates, upgrades, changes, or debugging at current rates, or purchase a Service Contract to cover such unforeseen circumstances. The retainer will be due in accordance with the terms as listed herein item 5(a).

6. Full-Service Web & Marketing Management Package Policies

a. The purchase of Full-Service Web & Marketing Management Package shall consist of a one-time Setup charge (due in full prior to service booking or commencement to cover initial implementation time investment), in addition to an on-going monthly fee (to cover estimated maintenance and task requirements based on the Client's projected needs).

b. The Full-Service Web & Marketing Management Packages will include the following base services: hosting of the Client's website, the annual renewal of one (1) domain name, regular maintenance of necessary web technologies & security, and other marketing services as monthly accrued time permits. Additional premium email services can be purchased for a separate fee based on Client’s needs. Cancellation of a Full-Service Web & Marketing Management Package will require the Client to obtain and purchase hosting and domain renewal services at the then current rate for each respective service.

c. Clients purchasing the Full-Service Web & Marketing Management Packages will receive a set number of hours added to their account with each monthly payment, based on the package level purchased. These hours are available for use on in-house web, design, HTML, required security updates, marketing and advertising services at a set discounted rate; so long as the Client remains on the package with their account in good standing. Programming and coding for web or application development, API, or SDK integration are available for an additional cost. Hours not used during a month will roll over and bank for future use at the discounted rate, so long as the Client's account remains on an active Full-Service Web & Marketing Management Package in good standing.

d. Full-Service Web & Marketing Management Packages require the Client to be signed up with recurring autopay on file. Clients failing to keep their account in good standing, or continuing to fall behind on payments may be required to submit deposit of first and last monthly payments on file.

e. All Full-Service Web & Marketing Management Packages are month-to-month, and can be canceled at any time. Should the Client wish to cancel their Full-Service Web & Marketing Management Package, they will need to submit a 30 day cancellation request to allow proper time for cancellation of integrated services and maintenance tasks. Any hours must be used prior to cancellation to avoid forfeiture of potential unused time.

f. By purchasing a Full-Service Web & Marketing Management Package, Client is providing authorization for Adwaper to manage all aspects of the Client’s online and digital medias. This authorization allows Adwaper to make changes or updates, including necessary security updates and requirements, to the Client’s services without prior notification or requests when the modifications are in the Client’s best interest, or overall security interests. Adwaper shall be indemnified of any negative repercussions to the Client’s business when modifications are made in the interests of security.

g. Adwaper retains full intellectual property rights to all services and creations developed. The Client will retain an exclusive right to utilize derived work for the Client's commercial use, if said works are paid-in-full.

h. Adwaper attempts to record all work timers to the Client's service record in a timely manner so as to provide an overall accurate view of utilized time, versus available time. However, some work timers may be delayed in logging to the Client's record in an effort to provide a Client the quickest resolution in time-sensative situations, the interests of security, or special circumstances. Such delays in the logging of work timers to the Client's record will not affect Adwaper right to deduct the time from the Client's available bank of hours; nor negatively affect Adwaper right to collect any balance due when delayed logging of work timers results in a deficit of the Client's available hours on account for services rendered.

i. Adwaper retains the right to conduct an audit of hours utilized on all Full-Service Web & Marketing Management Packages at any time. Such audits may result in corrections of available time, or services rendered. If such corrections result in the Client having a balance owed, Adwaper retains the right to charge the Client's method of payment on file to cover any unpaid time or services.

j. Clients on a Full-Service Web & Marketing Management Package that exceed the monthly allotment of hours provided by their current package level for two months in a row, will automatically be upgraded to the next package level that includes enough hours to accommodate their monthly usage of hours in an effort to avoid a continued deficit of needed hours that results in a balance owed.

7. PPC Campaign Management and Social Media Sponsored Ad Campaign Management

a. PPC (Pay-Per-Click) Campaign Management [for Google, Bing, other search engine PPC campaigns] and Social Media Sponsored Ad [for Facebook, Instagram, other social platforms] Campaign Management plans are subject to Section 6 Full-Service Web & Marketing Management Package Policies.

b. By entering into this Agreement with Adwaper, the Client grants Adwaper permission to access their associated account [e.g. Google Ads, Facebook Ads et al] for the purposes of optimization and management of the Client's online business campaigns and assets.

c. By signing up for PPC Campaign Management or Social Media Sponsored Ads Campaign Management, the Client agrees that if at any time a search engine or website ceases to offer sponsored listings or, if at any time for any reason, a search engine or website refuses service to the company which the Client represents or refuses to provide a sponsored listing or advertisement to the company of the Client, that Adwaper will not be held responsible. The Client also agrees that such a refusal of service by a search engine or website may also be grounds for termination of this agreement by Adwaper.

d. The Client understands that there are three (3) costs to consider before using PPC Campaign Management and Social Media Sponsored Ad Campaign Management services: (i.) One Time Set-up Fee (due and payable in-full prior to project booking or setup of any campaigns); (ii.) Ongoing Monthly Management Fees (due and payable in advance under a Full-Service Web & Marketing Management Package outlined in Section 6 of these terms); (iii.) Monthly Advertising Spend Budget (paid to the PPC Campaign or Social Media platform owner directly, e.g. Google, Facebook, et al).

e. Cancellation of PPC Campaign Management or Social Media Sponsored Ads Campaign Management are subject to the same termination policies of Full-Service Web & Marketing Management Package outlined in Section 6 of these terms.

f. The Client must supply all materials and information required by Adwaper to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, keywords, written copy, logos and other material as needed. Where there is any delay in supplying these materials to Adwaper which leads to a delay in the completion of work, Adwaper reserves the sole right to extend any previously agreed deadlines by a reasonable amount. Where the Client fails to supply materials and information, and that prevents the progress of the work, Adwaper has the right to stop work and invoice the Client for any balance on the contract.

g. Adwaper will strive to set up the Client's AdWords accounts as soon as possible, however in some cases it may take up to 7-10 days to complete set up of a new account. Any time frames or estimates given are contingent upon the Client's full co-operation along with complete and final materials and information. During the period of contract, there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from the Client's side, and be made available on a regular basis in order to expedite the feedback process. Adwaper will not be responsible if the work remains largely unfinished or is delayed, due to the Client's own inaction, or by not approving written ad copies, keywords, etc.

h. Adwaper will endeavor to help the Client to obtain their online advertising goals by providing them with advice, information and technical services in relation to Search Engine advertising/marketing. Unless specifically stated to the contrary in this Agreement, Adwaper does not guarantee any particular rate of return or performance of any online advertising on search engines [e.g. Google Ads, Bing, et al] or social platforms [e.g. Facebook, LinkedIn, et at] including but not limited to any particular search results page/s or rankings. Adwaper cannot be held responsible for commercial outcomes which are associated with the Internet marketing or management of the Client's PPC Campaign Management or Social Media Sponsored Ads accounts for their business and/or websites.

i. The Client agrees to reimburse Adwaper for any requested expenses which do not form part of our contracted proposal including but not limited to making landing pages, designing graphical ads, purchase of third party software, stock photographs, fonts, domain name registration, web hosting or any other comparable expenses. These extra add-ons have to be paid immediately upon the Client's order request.

8. Domain Name Related Policies

a. The Client hereby agrees to be the registered owner of the domain(s) contained within the Client's account unless the Client's selected service dictates otherwise. If applicable, the Client hereby authorizes Adwaper to transfer said domain(s) to Adwaper's Registrar Service and/or Adwaper's affiliated DNS for management. This authorization to transfer will be considered valid and in effect as of the date Client initiates Adwaper services and accounts.

b. As a Value Added Service, Adwaper will provide privacy to its Clients from marketers by acting as the Domain Agent and contact for all Domain Whois information. If desired, and for no charge, the Client can request to have their contact information appear in the Whois for any domain they own.

c. Clients on a Full-Service package (as indicated in Section 6b) are allowed one annual domain renewal as a part of the Full-Service package. If a client cancels the Full-Service Package, they can retain their domain by paying the normal annual domain renewal fee as indicated at the then current annual domain renewal pricing listed at https://domains.ad-sol.com.

9. Managed Web Design Policies

a. Those Clients purchasing Managed Web Design are entering into a month-to-month contract with Adwaper. Adwaper will bill services on a quarterly basis. The Client reserves the right to request monthly billing; however clients receiving monthly billing will be charged a $2.00US administrative fee. This contract may be cancelled at any time with thirty (30) days written notice. In the case of early termination Adwaper will issue a refund of monies collected for services not yet received, provided Client has complied with thirty (30) days written notice and all applicable minimum service requirements.

b. In order for Client to qualify for a free domain name (e.g. www.clientsbiz.com) there is a three (3) month minimum service contract. Any early terminations are subject to a domain name termination fee of $25.00 US. There is no minimum service contract for second-level domain names under www.ad-sol.com (e.g. www.clientbiz.ad-sol.com).

c. Client domain names (e.g. www.clientbiz.com) are the Client's to keep once the minimum contract period has elapsed. After minimum contract period, Client may transfer their domain name to any web hosting company they choose without penalty.

d. All Managed Web Design websites, graphics and content created by Adwaper for Client use shall remain the property of Adwaper and shall not be used without written permission from Adwaper. Any Client wishing to take the website, graphics, or content that Adwaper created for Client use while with Adwaper will be subject to a buyout fee to be determined by Adwaper at the time of the buyout. The buyout price will be determined by taking the present value of the website, web hosting, maintenance, and any other options added to the site, less monies paid for the Managed Web Design service.

e. All Monthly Maintenance must be supplied by the Client in electronic format (e.g. email, file on disk, etc.) Any changes made that are not in electronic format are subject to additional fees for input time.

10. Client Content

a. In connection with your Adwaper Account and any service included in the Client Account, you may upload files, photos, logos, products, services, and other materials, content, or copy to the Client Account. You agree that you will not upload Content to the Client Account unless you have created that content yourself, or you have permission from the copyright owner to do so.

b. For any Content that you upload to the Client Account, you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that Content throughout the world in any media in order to provide and promote Adwaper's business and services. You retain all rights in your Content, subject to the rights granted to Adwaper in this Agreement. You may modify or remove your Content via your Adwaper Account or by terminating your Adwaper Account.

c. You agree not to upload to the Client Account or otherwise post, transmit, distribute, or disseminate through the Client Account any material that: (i) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (ii) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (iii) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (iv) contains corrupted data or any other harmful, disruptive, or destructive files; (v) advertises products or services competitive with Adwaper's or its partners' products and services, as determined by Adwaper in its sole discretion; or (vi) in Adwaper's sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Adwaper, its affiliates, its customers, or Buyers to harm or liability of any nature.

d. Although Adwaper has no obligation to review, edit, or monitor any Client Content, Adwaper reserves the right, and has absolute discretion, to remove, review, edit, or disable any Client Content at any time and for any reason without notice. You understand that by using the Client Account, you may be exposed to Client Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Client Content, including any loss or damage to any of your Client Content.

11. Abandoned Projects

a. A project shall be considered abandoned after 60 consecutive days have passed since the last communication received from the Client. In all abandoned projects, deposits are forfeit without option for reclamation. Any renewal of the project after termination will require a new agreement, fee schedule and deposit.

b. For projects abandon with outstanding payment due for work performed, Adwaper will invoice for any outstanding work plus a cancellation fee of twenty (20) percent of the total project cost.

12. Vulnerability Scanning Services

a. Security Audits. Vulnerability scanning services only serve as a passive conduit to provide vulnerability scanning and are not intended to fix, remedy, prevent, or eliminate any vulnerabilities or insecurities. Vulnerability scanning scans only for major known vulnerabilities, and a successful scan does not guarantee or ensure that a system is free of all vulnerabilities or insecurities. Any client site failing a scan may be deactivated for server security until such failures are rectified. Such service deactivation is at the sole discretion of Adwaper without recourse.

b. Changes in Services. Adwaper may modify the vulnerability scanning service at its sole discretion, including removing, modifying, or updating the specific scans performed. These modifications may be made without notice from Adwaper.

13. Intellectual Property Rights

Adwaper Intellectual Property Rights. Adwaper shall retain, and neither Client nor any Other Party shall obtain or claim, any and all title, interest, and ownership rights in:

a. Adwaper developed web-based business applications and solutions, including all techniques and ideas embedded therein,

b. all copies or derivative works of Adwaper developed solutions, regardless of who produced, requested, or suggested the copy or derivative work,

c. all documentation and materials provided by Adwaper to Client, and

d. all of Adwaper's copyrights, patent rights, trade secret rights and other proprietary rights.

e. Client purchase of Adwaper solution(s) grants the Client a non-transferable, one-time license for utilization of purchased solution for the Client's sole purpose, not including repackaging, resale, or other form of economic gain on a derivative work of an Adwaper solution without proper authorization.

14. Amendments

a. Adwaper may amend the prices listed on its website for client services at any time.

b. These Terms of Service are subject to change at any time, of which the Terms of Service posted online at http://terms.ad-sol.com will be considered the most current Terms of Service in which both parties agree to abide by.

c. All changes are effective upon the earliest of Adwaper's posting of the changes on its website or notification to client of such changes.

d. The Client's continued use of its account, website, or continued participation in Adwaper's services shall constitute the Client's acceptance of the amendments.

e. In the event that an amendment materially affects the Client's rights herein, the Client may terminate this Agreement within thirty (30) days of the effective date of the change.

15. Indemnification

a. Client shall defend, indemnify and hold harmless Adwaper and its officers, directors, employees, and agents from and against all claims, costs, damages, expenses, losses or other liabilities (including out of pocket expenses and reasonable attorneys' fees) finally awarded against or finally settled with Adwaper arising out of Client's negligence or willful misconduct in the performance of this Agreement or Client's breach of the terms of this Agreement.

b. If Adwaper seeks indemnity under this section, Adwaper shall promptly provide to Client notice of any claim or action giving rise to the right of indemnification; permit Client to control the defense and retain counsel to represent Adwaper, the costs and fees of which shall be borne by Client; and provide reasonable cooperation to Client in the defense and/or settlement of the action.

c. Client agrees to indemnify and hold harmless Adwaper and its officers, directors, employees, and agents from and against any claims, costs, damages, expenses, losses or other liabilities resulting from any social media, or respective channel, postings made on behalf of the Client as a result of normal business services rendered.

16. Disclaimer and Limitation of Liability

a. The Services provided over the Internet are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of Clients Internet connection services, all of which are beyond the control of Adwaper.

b. Adwaper nor any of its employees or agents, warrant that the functions contained in the account will be uninterrupted or error-free. In no event will Adwaper or its owners or employees will be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the hosting service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, the Client or the Client's site visitor’s computer or Internet software, even if Adwaper has been advised of the possibility of such damages.

c. Warranty Disclaimer; Assumption of Risk. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, Adwaper EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED AND AT LAW OR IN EQUITY. Adwaper EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER IS EFFECTIVE TO THE MAXIMUM AMOUNT ALLOWED UNDER ANY APPLICABLE LAW. Adwaper DOES NOT GUARANTEE THAT THE SERVICES WILL MEET CLIENTS REQUIREMENTS OR EXPECTATIONS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

d. Damage Limitation. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF Adwaper AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND CONTRACTORS FOR ANY AND ALL DAMAGES, CLAIMS, OR LOSSES RESULTING FROM OR CONNECTED TO THIS AGREEMENT, REGARDLESS OF THE NATURE OR TYPE OF THE CLAIM, DAMAGE, OR LOSS, SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE SERVICE GIVING RISE TO SUCH LIABILITY. FURTHERMORE, CLIENT WAIVES ALL LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MIGHT OCCUR UNDER THE AGREEMENT OR THROUGH THE USE OF THE SERVICES. THIS WAIVER INCLUDES ANY DAMAGES FOR LOST PROFITS, REVENUE, USE, OR DATA AND SHALL APPLY EVEN IF Adwaper IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. The limitations herein shall apply regardless of the reason for the liability, regardless of the extent or nature of the damages, and regardless of whether any other provisions of this Agreement have been breached or proven ineffective.

e. Exceptions. Client may have additional legal rights that do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. If such laws apply, the exclusions and limitations of liability shall only apply to the maximum extent allowed by law.

f. Adwaper is not Google, Google Ads, Facebook, LinkedIN, Bing, Yahoo, or any relation to any other search engine or social media platform;

g. Adwaper is affiliated with Google by being a "Google Certified Partner". However despite this affiliation with Google, Adwaper is a separate entity from Google.

h. Adwaper shall not be liable for any loss or damage which the Client may suffer which is in any way attributable to any delay in performance or completion of the contract, however that delay or loss arises.

17. Right of Refusal

a. Adwaper reserves the right to refuse or terminate service to anyone for any reason not prohibited by law. Also we have the right to be free from acts or threats of disruptive behavior, abusive and/or offensive language, including intimidation, harassment and/or coercion, which involve or affect our operation. Abusive communications in any form (email, phone, in person, etc.) are strictly not tolerated. No refund would be provided in case of abusive communications.

b. Any expenses incurred due to Adwaper attempting to reasonably protect itself from said communications may be billed to the Client as legal recourse.

18. General Legal Policies

a. Independent Contractors. Adwaper and Client are acting as independent contractors and not as employees or agents of the other. Adwaper and Client are not, and shall not in any direct or indirect way hold themselves out as or be considered to be, joint ventures, partners, principals, servants, employees, or fiduciaries of each other. Neither party shall have the power to bind or obligate the other. There shall be no liability on the part of one party to any third party for any liability or debts incurred by the other party. Each party shall be responsible for its own expenses and employees. Nothing herein shall prohibit Adwaper and Client from engaging in co-marketing efforts.

b. Adherence to Standards. The parties agree to comply with any applicable privacy standards. Adwaper and Client agree to protect each other's intellectual property, good will, and reputation and to assume mutual fiduciary duties to protect each other's products and services.

c. Notices. All notices shall be in writing and in American English. Notices shall be made by first class mail, return receipt requested, sent to: Adwaper, Aman Arora, West Linn, Oregon, 97068-0636, India. Notices to Client shall be sent to the physical or email address provided during the registration process.

d. Entire Agreement. This Agreement, along with all of the documents referred to here, shall constitute the entire agreement between the parties and shall supersede any other existing agreements between them, whether oral or written, with respect to the subject matter hereof. There are no oral understandings or undertakings of any kind.

e. Modifications and Waiver. Except as otherwise specified herein, all amendments to this Agreement must be in writing and signed by both parties. The failure of a party to enforce any of the terms or conditions herein shall not constitute a waiver of that party's rights to enforce each and every term and condition of this Agreement.

f. Force Majeure and Internet Frailties. Any delays in or failure by either party in the performance of any obligation under this Agreement shall be excused to the extent that such failure or delay is caused by occurrences beyond such party's reasonable control. Each party acknowledges that the Internet consists of a series of networks that are subject to failures and errors. In no event shall either party be liable for or as a result of any such failures or errors.

g. Impossibility. Neither party shall be liable for failing to fulfill any provision of this Agreement that is rendered impossible as a result of an operation of law or because of an act of a government or political subdivision having jurisdiction over the party or over a parent of the party.

h. Settlement by Arbitration: Any claim or controversy that arises out of or relating to this agreement, or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered will be entered in, and subject to the courts with jurisdiction in the State of Oregon, Venue Clackamas County.

i. This Agreement shall be governed by the laws of the State of Oregon.

j. Severability. Should any section of these terms and conditions be found to be invalid or unenforceable, that section(s) inability to be enforced will not in any way take away from or affect the enforceability of any other section of this contract.