Last updated: August 24, 2022

1. User's Acknowledgment and Acceptance of Terms

AdPal, Inc., (referred to as “AdPal”, "us" or "we") provides the https://www.adpal.com site, AdPal iOS, and Android apps, Widgets, WordPress, and Shopify plugins (together or separately referred to as the "Services") subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us and the user (referred to as “you”). In addition, when using particular services or materials on these Services, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THESE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SERVICES NOW. YOUR REMEDY FOR DISSATISFACTION WITH THESE SERVICES, OR ANY PRODUCTS, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THESE SERVICES, IS TO STOP USING THE SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE SERVICES.

These Terms of Use are effective as of August 24, 2022. We reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Services and these Terms of Use periodically and to be aware of any modifications. Your continued use of the Services after such modifications will constitute your acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and include (without limitation) all parties involved in creating, producing, and/or delivering these Services and/or their contents.

2. Description of Services

We make various services available on the Services including, but not limited to, website and/or landing page auditing and ranking, monitoring, and analysis of performance issues. Fees for the various services are set out in the membership and service fees described elsewhere in the Services. You are solely responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer, smartphone, tablet, and your own Internet access (including payment of cellphone service fees associated with such access).

We reserve the sole right to either modify or discontinue the Services, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services for these Services shall also be subject to these Terms of Use.

You understand and agree that temporary interruptions of the services available through these Services may occur as normal events. You further understand and agree that we have has no control over third-party networks you may access in the course of the use of these Services, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on these Services are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any user communications or personalization settings.

3. Registration Data and Privacy

In order to access the features of these Services, you will require a separate account and password that can be obtained by completing our online registration form, which requests certain information and data ("Registration Data") and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.

If you sign up for the Services, you will create a personal account which will include a unique username and a password to access the Services and to receive messages from AdPal. You agree to notify us immediately of any unauthorized use of your password and/or account. AdPal will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member or user name, password, and/or account.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of the Services, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

4. Payment of Fees

If you subscribe to either of the Services that require payment of a fee, you agree to pay all fees associated with such service. All charges for the Services will be billed to your preferred payment method at the time you confirm to subscribe to the Services. Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address, and telephone number, and to provide us with any changes in such information within ten (10) days of the change.

If for any reason, your credit card company refuses to pay the amount billed for the service, you agree that we may, at our option, suspend or terminate your subscription to the Services and/or require you to pay the overdue amount by other means acceptable to us.

You agree that until your subscription to the Services is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the Services.

In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

5. Conduct on Site

Your use of the Services is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the contents of your communications through the Services. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive services that may be available to you on or through the Services, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that:

(a) Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

(b) Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

(c) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

(d) Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

(e) Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

(f) Impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the Services.We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, or other interactive services that may be available on or through these Services.However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on these Services infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party.

In addition, you may not use your account to breach the security of another account. Not all areas of the Services may be available to you or other authorized users of the Services. You shall not interfere with anyone else's use and enjoyment of the Services or other similar services.Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other websites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

6. User Generated Content

Users of the Services are permitted to submit webpage URLs to in order to check the submitted URL’s page quality factors provided by the Services (“User Generated Content”). We grant you permission to use and access the Services, subject to the following express conditions surrounding User Generated Content. By submitting any User Generated Content while using the Services, you agree as follows:

(a) You are solely responsible for the User Generated Content that you submit, link, post, or otherwise make available on the Services.

(b) You agree that we are only acting as a passive conduit for your online publication of your User Generated Content.

(c) AdPal reserves the right to remove any User Generated Content from the Services at its sole discretion.

(d) You understand and agree that any liability, loss, or damage that may occur as a result of the use of any User Generated Content that you make available through your use of the Services is solely your responsibility.

(e) We are not responsible for any public display or misuse of your User Generated Content.

(f) We do not, and cannot, pre-screen and/or monitor all User Generated Content.

(g) By posting any User Generated Content via the Services, you expressly grant, and you represent and warrant that you have the right to grant, to AdPal a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information, edit, translate, distribute, publicly display, and make derivative works of all such User Generated Content as contained in your User Generated Content, if applicable in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services.

(h) Any User Generated Content submitted by you will be treated as, non-confidential and non-proprietary.

USER GENERATED CONTENT IS BEING MADE AVAILABLE TO YOU “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND

7. Third Party Sites and Information

The Services may link you to other websites on the Internet or otherwise include references to information, documents, software, materials, and/or services provided by other parties. These websites may contain information or material that some people may find inappropriate or offensive. These other websites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the website or party by us, or any warranty of any kind, either express or implied.

8. Intellectual Property Information

Copyright (c) AdPal, 2022, All Rights Reserved.

For purposes of these Terms of Use, "content" is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our Services. This includes, but is in no way limited to, message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on the Services is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws, and is the sole property of AdPal and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider . You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from the Services in any form or by any means without prior written permission from us or the specific content provider , and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on the Services. Any unauthorized use of the materials appearing on the Services may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties.

Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, the Services will not infringe the rights of third parties. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or a proprietary right of any party.

The following are registered trademarks, trademarks, or service marks of AdPal: AdPal, QualityPage. All custom graphics, icons, logos, and service names are registered trademarks, trademarks, or service marks of AdPal. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of AdPal.

Certain of the ideas, software, and processes incorporated into the Services that are available are protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.

9. User's Materials

Subject to our Privacy Policy, any communication or material that you transmit on these Services or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark, or other property rights have been infringed by a posting on the Services, you or the user should send a notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) Identification of the copyrighted work claimed to have been infringed;

(c) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;

(d) Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;

(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and

(f) A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Services without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

10. Disclaimer of Warranties

ALL MATERIALS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (a) OUR SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THESE SERVICES FROM US WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF OUR SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Before purchasing the Services, review our Sales Terms and Conditions, which are incorporated by reference into these Terms of Use.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of this site shall be limited to the amount you paid us for the services on the site during the one (1) month period before the act giving rise to the liability.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICES.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD-PARTY GOODS AND SERVICES OFFERED THROUGH OUR SERVICES OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH OUR SERVICES, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and/or our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of the Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

13. Participation in Promotions

From time to time, the Services may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Services. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation, or responsibility for any part of any such correspondence or promotion.

14. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail, sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

15. Export Controls

Software available on or through the Services is subject to United States Export Controls. No software from the Services may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

16. International Use

Although the Services may be accessible worldwide, we make no representation that materials on the Services are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.

17. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive, or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons, therefore, your right to use the available Services shall immediately cease, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1, 3, 5-11, and 18-20 of these Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.

18. Governing Law

The Services (excluding any linked sites) are controlled by us from our offices within the State of Florida, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of the United States, by accessing this site both of us agree that the statutes and laws of the State of Florida, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the Services and the purchase of products and services available through the Services. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the Superior Court of Pinellas County and the United States District Court for the Middle District of Florida with respect to such matters.

19. Notices

All notices to a party shall be in writing and shall be made via e-mail. Notices to us must be sent by e-mail to the attention of Customer Service at notices@adpal.com by e-mail. Notices to you shall be sent to the e-mail address supplied for your account as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication on the delivery date if transmitted by confirmed e-mail.

20. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void. To the extent that anything in or associated with the Services is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

21. Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action brought by you against us or our Affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to the Services.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Services arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

22. Contact Information

Except as explicitly noted on the Services, the Services available are provided by AdPal, Inc, a Delaware Corporation, located at . We may be contacted via e-mail at info@adpal.com. If you notice that any user is violating these Terms of Use, please contact us at service@adpal.com.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS OF USE. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.