AdParlor Creative Blueprint Terms of Use

TERMS AND CONDITIONS OF USE

This Site (defined below) is owned and maintained by AdParlor Acquisition, LLC (“AdParlor”) as a service to our customers. By using the Site, you agree to comply with and be bound by the following terms and conditions of use. Please review these terms and conditions carefully. If you do not agree to these terms and conditions, you should not use any aspect of the Site. As used herein, “you” shall mean the individual person using the Service and the employer or principal for whom such person is using the Service, if applicable, whether such employer or principal is an individual, group of individuals, trust, estate, corporate entity, or other legal entity of any kind.

  1. Agreement.This Term of Use agreement (the “Agreement”) specifies the Terms and Conditions for access to and use of tools.adparlor.com and the Creative Blueprint (together, the “Site”) and describe the terms and conditions applicable to your access of and use of the Site. This Agreement may be modified at any time by AdParlor upon posting of the modified Agreement to our Terms of Usepage. Any such modifications shall be effective immediately. You can view the most recent version of these terms at any time at tools.adparlor.com. Each use by you shall constitute and be deemed your unconditional acceptance of this Agreement.
  2. Privacy.Your visit to, and use of, our Site is also governed by our Privacy Policy. Please review our Privacy Policy at tools.adparlor.com.
  3. Ownership.All content included on this site is and shall continue to be the property of AdParlor or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Site is prohibited, except as expressly permitted in this Agreement. The Iterations or other output derived from the use of the Creative Blueprint may have similarities to other works prepared by AdParlor or the Creative Blueprint for other parties. The Iterations in their final form, which is after incorporation of your intellectual property, will become your property. Notwithstanding anything herein to the contrary, you are obtaining no right or claim of any kind to any individual Creative Blueprint, or any element or design aspect thereof or of the Iteration (excluding the User Content (defined below)), and AdParlor reserves the right to use the same or similar Creative Blueprint, design, aspect locations, color combinations, etc. for other parties in the future. Except for the User Content, all rights in all Creative Blueprints, including without limitation interim drafts, are retained by AdParlor. AdParlor reserves the right to use any Creative Blueprint or Iterations as sample work for advertising and promotional purposes and for any other internal purpose, and you hereby expressly agree and consent to such uses.
  4. Intended Audience.This Site is intended for adults that have reached the age of majority in their applicable jurisdiction only. This Site is not intended for anyone under the age of 18.
  5. Trademarks.All company logos and the AdParlor trademarks and others are either trademarks or registered trademarks of AdParlor. Other product and company names mentioned on this Site may be trademarks of their respective owners.
  6. Site Use.AdParlor grants you a limited, revocable, nonexclusive license to use this Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the site, reverse engineer or break into the site, or use materials, products or services in violation of any law. The use of this website is at the discretion of AdParlor and AdParlor may terminate your use of this website at any time. You agree that you will not use the Site or any Iteration for any unlawful purpose or use, to defame any person, to violate any person’s right of privacy or publicity, to infringe upon any copyright, trade name, trademark, service mark, or other intellectual property right of any person or entity. You agree that you will not use the Site to produce anything that is offensive, unlawful, harassing, libelous, threatening, harmful, obscene, malicious, or otherwise objectionable.
  7. Representations and Warranties.By agreeing to these terms and using the Site, you expressly represent and warrant to AdParlor as follows: (i) if you are acting on behalf of a corporate entity, such entity is duly organized and in good standing in its jurisdiction of organization; (ii) you have full power and authority to execute and be fully bound by the terms of this Agreement; (iii) you at all times while using the Site, and in all activities concerning the Site and its functions, do and will comply with all applicable law, rules, and regulations, codes governing

standards of practice, industry best practices, and all applicable third party terms of use, condition, or service (including but not limited to those of Facebook, Google, Snapchat, Pinterest, LinkedIn and Twitter). Furthermore, if you upload, email, link (directly or indirectly) or otherwise refer AdParlor to any text, images, designs, or other content for incorporation into your Creative Blueprint project (“User Content”), you unconditionally represent, warrant, and covenant that you have all necessary right and authority to use such text, images, designs, or other content and that AdParlor’s provision of its Creative Blueprint services will not infringe on any trademark, copyright, or other right of any party.

  1. Compliance with Laws.You agree to comply with all applicable laws regarding your use of the Site. You further agree that information provided by you is truthful and accurate to the best of your knowledge.
  2. Indemnification.You agree to indemnify, defend and hold AdParlor and our partners, employees, directors, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, arising from or related to your use of the Site or your breach of the terms herein or otherwise posted on the Site.
  3. Disclaimer.THE INFORMATION ON THIS SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. ADPARLOR DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND CLAIMS OF NON-INFRINGEMENT. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE. ANY DELIVERY OR COMPLETION TIMEFRAMES PROVIDED TO YOU ARE ESTIMATES ONLY, AND ADPARLOR IS NOT RESPONSIBLE FOR ANY LATE PRODUCTION OF ANY MATERIALS OR DESIGNS AND/OR IMPACT TO YOUR BUSINESS DUE TO SUCH LATE PRODUCTION.
  4. Limitation of Liability.UNDER NO CIRCUMSTANCES WILL ADPARLOR BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY FOR ADPARLOR ARISING UNDER THIS AGREEMENT AND YOUR USE OF THE SITE SHALL NOT EXCEED $200 UNITED STATES DOLLARS.

You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

  1. Use of Information.AdParlor reserves the right, and you authorize us, to use and assign all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.
  2. Applicable Law.You agree that the laws of the state of New York, without regard to conflicts of laws provisions will govern these Terms and Condition of Use and any dispute that may arise between you and AdParlor or its affiliates.
  3. Severability.If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
  4. Waiver.The failure of AdParlor to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by AdParlor must be in writing and signed by an authorized representative of AdParlor.
  5. Termination.AdParlor may terminate this Agreement at any time, with or without notice, for any reason. You may terminate this Agreement at any time by providing written notice to AdParlor; provided, however, that if you do so, your access to use of the tools on the Site shall immediately cease, and you will receive no refund, whether in whole or in part, for any amounts previously paid or payable.
  6. Security.Any passwords used for the Service are for individual use only. You may not share with or allow the use of your login credentials by any other individual person. You will be responsible for the security of your password(s) at all times. From time to time, AdParlor may require that you change your password. You are prohibited from using any services or facilities provided in connection with the Service to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, AdParlor reserves the right to release your account details to the system administrators of other websites and/or the authorities in order to assist them in resolving security incidents. AdParlor reserves the right to investigate suspected violations of this Agreement. AdParlor reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing AdParlor to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate this Agreement.
  7. Recording and Monitoring Communications.Any communications between you and AdParlor, whether by email, phone, or other form, may be recorded or monitored, and your engagement of communication with AdParlor shall serve as your consent thereto.
  8. Payment.For services offered by the Site on a payment or subscription basis, the following terms apply. This Agreement also incorporates by reference the terms and conditions of our payment processing provider.

Payments will be billed to you in United States Dollars, and your account will be debited when you subscribe and provide your payment information, unless otherwise stated in the ordering or payment terms on the Site. You must pay by using a valid credit or debit card accepted by AdParlor’s payment processor, which may change over time. If your payment and registration information is not accurate, current, and complete and/or you do not notify us promptly when such information changes, AdParlor may suspend or terminate your account and refuse use of the Site. If you do not notify us of updates to your payment method, (e.g. credit card expiration), to avoid interruption of your service, AdParlor and/or its payment processor may participate in programs supported by your card provider (e.g. updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information we obtain. AdParlor will automatically renew your monthly, quarterly, or annual services at the then-current rates, unless AdParlor agrees to cancel or terminate your service.

  1. Relationship of the Parties.Nothing contained in this Agreement or your use of the Site shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
  2. Entire Agreement.This Terms of Use constitutes the entire agreement between you and AdParlor and governs the terms and conditions of your use of the Site, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and www.tools.adparlor.com with respect to this Site. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the website. AdParlor may revise this Terms of Use at any time by updating this Agreement and posting it on the Site. Accordingly, you should visit the Site and review the Terms of Use periodically to determine if any changes have been made. Your continued use of this website after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to the Terms of Use.
  3. Contact Information.

AdParlor Acquisition, LLC
300 E. 39th St., Suite 5E
Kansas City, MO 64111