Welcome to AdGroove. We look forward to serving you and providing tools and resources to help you grow your small business. This Agreement sets forth your rights and obligations as an AdGroove user. By using our service, you indicate that you have read and understood this Agreement and you will be bound by its Terms.

A. "AdGroove" is a trademark of AdGroove, LLC. "AdGroove" means AdGroove, LLC, the owner of the AdGroove and other trademarks. In this Agreement, references to "AdGroove" as a Party mean and refer to AdGroove, LLC, and AdGroove, LLC's owner(s), parent company(ies), affiliate entities, and employees, and assigns.

B. "Parties" means AdGroove and You. AdGroove and You are each a "Party".

C. "Terms" mean and refer to the Terms and Conditions set forth herein.

D. “User” refers to a person who has created an AdGroove Account, or opted in to AdGroove's services. “User Account” refers to a User’s AdGroove Account.

E. “You” and “Your” means the AdGroove User who has executed this Agreement by opting in or signing up.

By opting in to these Terms, transferring payment to AdGroove, or creating a User Account, You become an AdGroove User. There are various products and services available to Users, and one-time or monthly prices applicable to such products and services. AdGroove's products, services, and prices are subject to change without notice. Price changes are effective immediately after the price change is posted. By signing up and providing AdGroove Your credit card information You authorize AdGroove to charge Your credit card in the amount indicated for the value of the services You select, including any future price changes. By Your continued use of AdGroove services, and unless You terminate this agreement as provided herein, You agree that AdGroove may charge Your credit card monthly for the products and services You have selected, and You consent to any price changes for such services.

Your User contract with AdGroove begins when You opt in to any AdGroove services, and will continue month-to-month until either:

A. AdGroove cancels Your account due to Your breach of any of the Terms of this Agreement. In the event this Agreement is cancelled due to Your breach, You will not be entitled to pro-rate Your last month’s use, nor will You be entitled to any refund for any payments You have made to AdGroove.

OR

B. You provide AdGroove ten (10) days’ e-mail notice, as provided herein, of Your cancellation of Your account. If You provide such notice less than ten (10) days before the first day of the next month, Your credit card may still be charged. You will not be entitled to pro-rate Your last month’s use, nor will You be entitled to any refund for any payments to AdGroove.

OR

C. Your credit card or AdGroove's charge is denied for any reason and You do not provide AdGroove a new credit card within ten (10) days.

Any content on any AdGroove website may constitute the intellectual property of AdGroove. Except where expressly authorized, no material on any AdGroove website may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any way whatsoever. The ADGROOVE trademark and logo are proprietary marks of AdGroove, and the use of those marks is strictly prohibited. Nothing herein gives You the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by AdGroove or any of AdGroove's affiliates.

You agree to protect, defend, indemnify and hold harmless AdGroove, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against AdGroove for liability for payments for, damages caused by, or other liability relating to, You.

AdGroove does not promise, guarantee or warrant Your business success, income, or sales. Additionally, ADGROOVE'S WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ADGROOVE MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY ADGROOVE WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. ADGROOVE MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY ADGROOVE WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY ADGROOVE WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY ADGROOVE WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY ADGROOVE WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

The AdGroove websites may include inaccuracies, errors and materials that conflict with these Terms. In the event of any conflict between anything posted on any AdGroove website and these Terms, these Terms shall control.

In no event will AdGroove, LLC be liable for any damages whatsoever, including, but not limited to any direct, incidental, consequential, special, exemplary or other indirect damages arising out of (i) the use of or inability to use the site, the service, or the content, (ii) any transaction conducted through or facilitated by the site; (iii) any claim attributable to errors, omissions, or other inaccuracies in the site, the service and/or the content, (iv) unauthorized access to or alteration of your transmissions or data, or (v) any other matter relating to the site, the service, or the content, even if AdGroove, LLC has been advised of the possibility of such damages. If you are dissatisfied with the site, the service, the content, or with the terms of use, your sole and exclusive remedy is to discontinue using the site and/or services.

Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, some of the above limitations may not apply to you. In such states, AdGroove, LLC’s liability is limited and warranties are excluded to the greatest extent permitted by law, but shall, in no event, exceed $100.00.

AdGroove will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of AdGroove. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. AdGroove shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.

AdGroove may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without AdGroove's or its assigns express written consent.

As an AdGroove User, You may be required to create an account with AdGroove. You warrant that the information You provide Us is truthful and accurate, and that You are not impersonating another person. You are responsible for maintaining the confidentiality of any password You may use to access Your AdGroove User account, and You agree not to transfer Your password or User name, or lend or otherwise transfer Your use of or access to Your User account, to any third party. You are fully responsible for all transactions with, and information conveyed to, AdGroove under Your User Account. You agree to immediately notify AdGroove of any unauthorized use of Your password or User name or any other breach of security related to Your User account. You agree that AdGroove is not liable, and You will hold AdGroove harmless, for any loss or damage arising from Your failure to comply with any of the foregoing obligations.

You grant AdGroove permission to use any and all photographs taken by AdGroove or its agents or employees, or submitted by You to AdGroove (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of AdGroove or any product or service sold and marketed by AdGroove. You agree that this authorization to use Photographs may be assigned by AdGroove to any other party. You agree that that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in AdGroove's sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against AdGroove in exchange for this Release and Assignment. You hereby release and forever discharge AdGroove from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.

AdGroove has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:

A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to AdGroove's reputation; and the violation of the rights of AdGroove or any third party.

B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for UCE/spam. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to AdGroove's reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.

C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.

If You have any questions or complaints concerning any of the Terms, You may contact AdGroove by e-mail at info@adgroove.com, or by regular mail at PO Box 997, Fort Mill, SC 29716.

California residents, under California Civil Code Section 1789.3, may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

If You believe that materials or content available on any AdGroove website infringes any copyright You own, You or Your agent may send AdGroove a notice requesting that AdGroove remove the materials or content from the AdGroove website. If You believe that someone has wrongly filed a notice of copyright infringement against You, You may send AdGroove a counter-notice. Notices and counter-notices should be sent to AdGroove, Attention Legal Department, at PO Box 997, Fort Mill, SC 29716, or by e-mail to info@adgroove.com.

A. ARBITRATION. Any claim or grievance of any kind, nature or description that You have against AdGroove including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in York County, South Carolina. You agree not to file suit against AdGroove or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and AdGroove. In the event that You and AdGroove are unable to reach agreement on an Arbitrator, You and AdGroove will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of York County, South Carolina. The arbitrators selected by You and AdGroove will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and AdGroove and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.

B. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of South Carolina without regard to any choice of law provisions.

C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against AdGroove to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against AdGroove may not be joined or consolidated with claims brought by anyone else.

D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.

E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents AdGroove from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect AdGroove's rights prior to, during, or following any arbitration proceeding.

F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either You or AdGroove commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.

AdGroove reserves the right to change these Terms, in whole or in part, from time to time at AdGroove's sole and absolute discretion, and to provide You with notice of such change by any reasonable means, including without limitation posting revised Terms https://www.adgroove.com/terms-conditions. By Your continued use of AdGroove's services, and unless You terminate this agreement as provided herein, You manifest Your agreement to any subsequent changes to the Terms.

If any Term set forth herein is deemed unenforceable under any applicable law, the remaining Terms shall remain in full force and effect and these Terms shall be read, collectively, as if the unenforceable Term(s) were omitted.

No waiver by AdGroove of any breach or default of these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.

Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

Any notice required to be given to AdGroove under or related to these Terms must be in writing, addressed as follows:

AdGroove, LLC

PO Box 997

Fort Mill, SC 29716

General Support and Inquiries: info@adgroove.com.

Compliance: compliance@adgroove.com

Spam or Abuse: spam@adgroove.com

Affiliates: affiliates@adgroove.com

Notices to You may be made by posting a notice (or a link to a notice) on https://www.adgroove.com/terms-conditions, by e-mail, or by regular mail, at AdGroove's discretion.

EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT OUR PRODUCTS AND THEIR POTENTIAL. THERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THE TECHNIQUES AND IDEAS IN THESE MATERIALS. EXAMPLES IN THESE MATERIALS ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS. EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE PERSON USING OUR PRODUCT, IDEAS AND TECHNIQUES. NONE OF THESE PRODUCTS OR SERVICES ARE POSITIONED OR SHOULD BE INTERPRETED AS A "GET RICH SCHEME."

 

ANY CLAIMS MADE OF ACTUAL EARNINGS OR EXAMPLES OF ACTUAL RESULTS CAN BE VERIFIED UPON REQUEST. YOUR LEVEL OF SUCCESS IN ATTAINING THE RESULTS CLAIMED IN OUR MATERIALS DEPENDS ON THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES MENTIONED, YOUR FINANCES, KNOWLEDGE, AND VARIOUS SKILLS. SINCE THESE FACTORS DIFFER ACCORDING TO INDIVIDUALS, WE CANNOT GUARANTEE YOUR SUCCESS OR INCOME LEVEL. NOR ARE WE RESPONSIBLE FOR ANY OF YOUR ACTIONS.

MATERIALS IN OUR PRODUCT AND OUR WEBSITE MAY CONTAIN INFORMATION THAT INCLUDES OR IS BASED UPON FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS GIVE OUR EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE.

ANY AND ALL FORWARD LOOKING STATEMENTS HERE OR ON ANY OF OUR SALES MATERIAL ARE INTENDED TO EXPRESS OUR OPINION OF EARNINGS POTENTIAL. MANY FACTORS WILL BE IMPORTANT IN DETERMINING YOUR ACTUAL RESULTS AND NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE RESULTS SIMILAR TO OURS OR ANYBODY ELSE'S, IN FACT NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE ANY RESULTS FROM OUR IDEAS AND TECHNIQUES IN OUR MATERIAL.