These terms of service constitute a legally binding agreement (the “Agreement”) between you and AdCenteral (“AdCenteral,” “we,” “us” or “our”) governing your use of the AdCenteral application, website, and technology platform (collectively, AdCenteral).
Please be advised: This Agreement contains provisions that govern how claims you and ADCENTERAL have against each other can be brought. These provisions will, with limited exception, require you to submit claims you have against ADCENTERAL to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class, group or representative action or proceeding, WHETHER AS A USER, DRIVER, OR ADVERTISER.
By entering into to this Agreement, and/or by using or accessing AdCenteral you expressly acknowledge that you understand this Agreement (including the arbitration provisions) and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access ADCENTERAL.
AdCenteral provides a platform where persons who seek transportation to certain destinations (“Users”) can receive and view targeted advertisements while on a ride to their destinations with a Driver “Drivers”). This policy also applies to those who provide information to AdCenteral in connection with an application to use our services, or whose information AdCenteral otherwise receives in connection with its services. All those subject to this policy are referred to as “users” for purposes of this policy. Drivers and Riders are collectively referred to herein as “Users”. Each Driver may only create one User account, and AdCenteral reserves the right to shut down any additional accounts. As a User, you authorize AdCenteral to match you with advertisement based on factors such as your location, the estimated time to pickup, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. AdCentereal provides Users with discounted mobile service, tablet computers, whereby Drivers can utilize the AdCenteral application and provide a tablet to Users in the rear seat of Ride Sharing services to have access to relative advertising, live route view, and emergency functions. Additionally, in case of emergencies, the AdCenteral application helps passengers and drivers get emergency help quicker by capturing a video and audio feed through the tablet and uploads it to AdCenteral server where it is sent immediately to emergency service personnel with a GPS location and time stamp.
You must be at least 18 years of age to use this Application. By using the Application and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.
Subject to your compliance with all the terms and conditions of this Agreement, AdCenteral grants you a limited, nonexclusive, nontransferable, revocable license to install and use the Services on a compatible mobile phone or tablet device.
Use of the Services requires usage of data services provided by your wireless service carrier. You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of the Services.
Intellectual property and Acceptable use
All Content included on the Application, unless uploaded by Users, is the property of Adcenteral, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Application, including any such content uploaded by Users. By continuing to use the Application you acknowledge that such Content is protected by copyright, trademarks, database rights and other registered or unregistered intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission
You may, for your own personal, non-commercial use only, do the following:
- Retrieve, Display and View the Content on a computer screen
You must not otherwise reproduce, modify, copy, distribute or use for personal or commercial purposes any Content without the written permission of AdCenteral.
You acknowledge that you are responsible for any Content you may submit via the Application, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload to, distribute or otherwise publish through the Application any Content that (i) is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Application.
As between you and the AdCenteral, the AdCenteral owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Services, the software and technology used by the AdCenteral to provide Services features and functionality and all usage and other data generated or collected in connection with the use thereof (the “AdCenteral Materials”). Except for as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the AdCenteral Materials.
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by this Agreement. You may not use the Services in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. In addition, you agree not to use false or misleading information in connection with your user account, and acknowledge that we reserve the right to disable any user account with a profile which we reasonably believe is false or misleading (including a profile that impersonates a third party).
If you are a Driver, you will receive payment for your provision of Services pursuant to the terms of the Driver Addendum, which shall form part of this Agreement between you and AdCenteral. The Driver Addendum is available in the Driver dashboard when you log into your account.
Relationship with AdCenteral
As a Driver, you acknowledge and agree that you and AdCenteral are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and AdCenteral expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and AdCenteral; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind AdCenteral, and you undertake not to hold yourself out as an employee, agent or authorized representative of AdCenteral.
The Services allows you and other users to upload and share Media through AdCenteral emergency SOS feature. You acknowledge that all Media is stored on and made available through the Services by the Company’s servers and not on your device. However, as is the case with similar media sharing services, your Media is not completely secure and you acknowledge that it may be accessed by third parties. If you delete the Services from your device, your Media will not remain viewable to other users through the Services.
You understand that all Media is provided through the Services only on an “as-available” basis and the Company does not guarantee that the availability of Media will be uninterrupted or bug free.
You shall retain all of your ownership rights in your Media. You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sub-licenseable and transferable license to use, reproduce, display, transmit and prepare derivative works of your Media, and to additionally distribute and publicly perform Media in connection with the Services and the Company’s (and its successor’s) business, in any media formats and through any media channels. The Company agrees not to display your Media in any advertising materials without your consent, other the display of Media on web sites owned or controlled by the Company
THE SERVICES AND ANY MEDIA, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADCENTERAL AND ITS LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. ADCENTERAL AND ITS LICENSORS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE COMPANY SHALL HAVE NO LIABILITY ARISING OUT OF THE INABILITY OF COMPANY TO ACCESS ANY PLATFORM ON YOUR BEHALF. THE SERVICES MAY INCLUDE ADVERTISEMENTS OR OTHER LINKS THAT ALLOW YOU TO ACCESS WEB SITES OR OTHER ONLINE SERVICES THAT ARE OWNED AND OPERATED BY THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT OF SUCH THIRD PARTY SITES AND SERVICES, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THEM, OR YOUR USE OF OR INTERACTION WITH THEM.
Indemnification; Hold Harmless
You agree to indemnify and hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Services, violation of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of the Company’s willful misconduct or gross negligence. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ADCENTERAL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM THE SERVICES, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH ADCENTERAL, EVEN IF ADCENTERAL OR A ADCENTERAL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE, ADCENTERAL’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ADCENTERAL. OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES EXCEED FIFTY U.S. DOLLARS.
Any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (the “AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Agreement shall prevent either party from seeking remedies in small claims court of competent jurisdiction.
Class Action Waiver
You agree that ANY CLAIMS subject to arbitration under the section labeled “Arbitration” MUST BE MADE IN YOUR Individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
YOU AND ADCENTERAL. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after we provide notice of the Changes, whether such notice is provided through the Services user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from the Company electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Services that is not subject to the section labeled “Arbitration” shall be filed only in the state or federal courts in California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this Agreement made by the Company as set forth herein.
Termination by User. You may terminate this Agreement at any time, for any reason or for no reason, by deleting the App from your device and notifying us via e-mail at [email protected]
that you are terminating your App or Services account.
Termination by Company. You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement, your account or your use of the Services. The Company may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your use of the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you or any third-party for any such termination.