Terms Of Service

1. Definitions

• “Account” refers to the user account created to access and use the Service.
• “Aggregated Anonymous Data” means data derived from Customer content that has been de-identified and aggregated such that it cannot reasonably identify, relate to, describe, or be linked to any individual, household, or entity.
• “AI” refers to all artificial intelligence technologies, algorithms, and models, including machine learning, large language models, and generative artificial intelligence generally.
• “Feedback” means comments, questions, suggestions, improvements, or other feedback relating to any Service and data about your use of the Services.
• “Objectionable Content” means content that:
  • (i) includes any material that by itself, or by its use in connection with the Services, infringes upon, misappropriates, or violates the rights of any person or entity or any applicable laws;
  • (ii) includes material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights (including, without limitation, trademark, privacy, and publicity rights) unless Customer is the owner of such rights or Customer has all necessary license rights to do so and to grant us the rights set forth in this Agreement;
  • (iii) contains or installs any viruses, worms, malware, Trojan horses, or other harmful or destructive code;
  • (iv) is unlawful, libelous, defamatory, obscene, offensive, threatening, hateful, or otherwise objectionable or inappropriate;
  • (v) contains Personal Information, except with the consent of the individual to whom such information relates or as otherwise expressly permitted under applicable data protection and privacy laws;
  • (vi) contains information relating to children under the age of 13; or
  • (vii) may damage, interfere with, or disrupt the Services or any third-party systems.
• “Personal Information” means any information relating to an identified or identifiable person as defined by applicable privacy or data protection laws but does not include Aggregated Anonymous Data.
• “User” or “You” refers to any entity (including an individual) accessing or using the Services, including employees, consultants, and agents of a Customer.

2. Services

• 2.1. We provide marketing agency services and platforms designed to help you with marketing strategy for digital and traditional channels. Our platforms are intended to be tools that augment and support human decision-making, not replace it.
• 2.2. We may, from time to time, make modifications, updates, or enhancements to the Services or modify or discontinue certain features or functionality of the Services.
• 2.3. We may use Aggregated Anonymous Data and Feedback for any business purpose.
• 2.4. We may offer beta offerings, and they may be subject to additional terms. We may offer a beta offering with or without charge and may modify pricing for a beta offering upon notice to you. Beta offerings may be changed at any time without notice and may not be maintained and/or become generally available. Beta offerings are to be used for your internal testing and evaluation purposes only. We have no liability arising out of or in connection with beta offerings and we disclaim all warranties, indemnities, or other obligations with respect thereto. CUSTOMER USES BETA OFFERINGS “AS IS” AND AT CUSTOMER’S OWN RISK.

3. Account Responsibilities

• 3.1. By using the Services, you represent and warrant that you are at least 18 years of age and have the authority and legal capacity to enter into these Terms. If you are accessing or using the Services through the Account of a Customer, you represent to us that you are authorized to use such Account.
• 3.2. To access and use the Services, you must register for an Account. You agree to:
  • Provide accurate, current, and complete information during the registration process.
  • Maintain and promptly update your Account information to keep it accurate, current, and complete.
  • Maintain the confidentiality of your Account password and login credentials.
  • Be solely responsible for all activities that occur under your Account, whether or not you authorized such activities.
  • Immediately notify us of any unauthorized use of your Account or any other breach of security.

4. Subscriptions and Payments

• 4.1. Subscription Plans: Access to some of our Services, including AMP’d Local, is provided on a pre-paid monthly or annual subscription basis (“Subscription Plan”). By subscribing, you agree to pay the applicable fees for the selected term in advance.
• 4.2. Billing and Payment:
  • All fees are quoted in U.S. Dollars unless otherwise stated.
  • Payments are due in accordance with the Subscription Plan you choose, or as otherwise set forth in order or sign-up documentation.
  • You authorize us or our third-party payment processor to charge the payment method you provided for all applicable fees and taxes. You may be charged a fee for credit card payments.
  • All fees are non-refundable.
  • All fees are exclusive of applicable taxes. We reserve the right to charge you for any sales, use, excise, or similar taxes that we are required or permitted to collect under applicable law.
  • Any amounts not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full.
• 4.3. Automatic Renewal: Unless otherwise specifically agreed to in writing, Subscription Plans automatically renew at the end of each billing cycle. You authorize us to charge the applicable fees for the renewal Subscription Plan to the payment method on file (“Recurring Payment Method”). You understand that no notice will be given prior to such charges.
• 4.4. Invalid Payment: If a payment is not successfully settled due to expiration of a Recurring Payment Method, insufficient funds, or otherwise, you remain responsible for any amounts not remitted to us and we may, in our sole discretion, either (i) invoice you directly for the deficient amount, (ii) continue billing the Recurring Payment Method once you have updated it, or (iii) terminate your Subscription Plan. Upon termination or expiration of the Subscription Plan, we will charge your Recurring Payment Method (or invoice you directly) for any outstanding fees from your Subscription Plan.
• 4.5. Price Changes and Promotional Pricing: We reserve the right to change our Subscription Plan fees at any time. We will provide Customers with reasonable notice of any price changes, which will take effect at the start of the next billing cycle following the notice. If the initial term of your subscription has the benefit of promotional or discounted pricing, we may adjust the fees for any renewal term to reflect our then-current standard pricing for the applicable Services upon the start of any renewal term.
• 4.6. No Refunds: We do not issue refunds. You may cancel your Subscription Plan at any time by contacting support@ampdlocal.com, but you will not be entitled to a refund. Cancellation will take effect at the end of the current billing period of your Subscription Plan. You will have access to the Services for the remainder of the term for which you have paid.
• 4.7. IF THERE IS AN INTERRUPTION OR DISRUPTION IN ANY OF THE SERVICES FOR ANY REASON, EVEN IF WE HAVE BEEN MADE AWARE OF AN ISSUE IN ADVANCE, WE WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY FEES.

5. Use of the Service

• 5.1. Subject to your compliance with these Terms and all applicable laws and regulations, you shall have a limited right to access and use the Services solely for your internal business purposes during the term of your Subscription Plan. You are responsible for ensuring the accuracy and completeness of all data input into the Services.
• 5.2. You agree not to:
  • use the Services for any unlawful, fraudulent, or malicious purpose;
  • attempt to gain unauthorized access to, modify, or circumvent the security, integrity, or intended functionality of the Services, other Accounts, or our systems;
  • interfere with, disrupt, or attempt to interfere with or disrupt the integrity or performance of the Services;
  • engage in any form of rooting, jailbreaking, or similar techniques on devices used to access the Services;
  • enable or use developer modes, debug tools, beta features, or any interfaces not publicly documented and intended for end users;
  • upload, transmit, or distribute any Objectionable Content through the Services;
  • copy or modify the Services or create any derivative work from the foregoing;
  • rent, lease, sell, provide access to, or otherwise commercially exploit the Services to any third party;
  • use the Services to provide, or incorporate the Services into, any product or service provided to a third party other;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services or any AI components;
  • use the Services for competitive analysis purposes;
  • use the Services to train or develop any AI models or services, including competing models and services;
  • remove or obscure any proprietary or other notices contained in the Services;
  • misrepresent the origin or source of any information provided through the Services;
  • share your Account credentials with unauthorized individuals;
  • bypass any measures we may use to prevent or restrict access to the Services;
  • take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; or
  • use any robot, spider, scraper, or other automated means to access the Website or Services for any purpose without our express written permission.
• 5.3. Responsibility Over Outputs:
  • We are not responsible for any decisions made or actions taken based on outputs from the Services.
  • While we strive to ensure the accuracy and reliability of our information, the Services are not infallible. Errors, omissions, or mistakes can occur. We do not guarantee the accuracy, completeness, or utility of our outputs.
• 5.4. You will indemnify, defend, and hold harmless us from and against third-party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or relating to any of your data or content, or breach or alleged breach by you of Sections 5.1-5.3. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation from us at Customer’s expense. Notwithstanding the foregoing sentence, (a) we may participate in the defense of any claim with counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without our prior written consent, unless the settlement fully and unconditionally releases us and our officers, directors, owners, employees, agents, licensors, and affiliates, and does not require us to pay any amount, take any action, or admit any liability.

6. Data Privacy

• 6.1. Our collection, use, and disclosure of personal information about you is governed by these Terms and our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy for more information.
• 6.2. We implement administrative, technical, and physical safeguards to protect the security and confidentiality of data in accordance with industry standards and applicable laws. However, no security system is impenetrable, and we cannot guarantee the absolute security of your data.

7. Ownership

• 7.1. The Websites, Services, and all content, features, and functionality thereof (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), Aggregated Anonymous Data, and Feedback are owned by us, our licensors, or other providers of such material and are protected by United States and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
• 7.2. As between AdMax Local and you, you retain all rights in any data, information, or content that you upload, submit, or transmit to the Services other than Aggregated Anonymous Data and Feedback (“User Content”). You grant us a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, distribute, display, and perform the User Content as necessary to provide, maintain, and improve the Service, and as permitted by our Privacy Policy.

8. Disclaimers

• 8.1. THE WEBSITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• 8.2. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

9. Limitation of Liability

• 9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADMAX LOCAL, ITS AFFILIATES, OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO CUSTOMER (OR YOU) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• 9.2. IN NO EVENT SHALL ADMAX LOCAL’S AGGREGATE LIABILITY TO CUSTOMER (OR YOU) EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE AMOUNT YOU PAID US FOR THE SERVICE IN THE MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS IS YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ADMAX LOCAL. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
• 9.3. The foregoing limitations shall not apply to liabilities that cannot be limited or excluded under applicable law.

10. Termination

• 10.1. By You: You may stop using the Services at any time by terminating your Subscription Plan, or otherwise in accordance with your order or sign-up documentation.
• 10.2. By Us: We may suspend or terminate your access to the Service, in whole or in part, at any time, with or without cause, and with or without notice, effective immediately, including if:
  • you breach these Terms;
  • you engage in any activity that is harmful to us, other users, or third parties;
  • we are required to do so by law or deem it necessary; or
  • your Subscription Plan expires or is not renewed.
• 10.3. Effect of Termination: Upon termination, your right to use the Service will immediately cease. All provisions of these Terms whose meaning requires them to survive will survive the expiration or termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

11. Governing Law and Dispute Resolution

• 11.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
• 11.2. Arbitration: Except for disputes that qualify for small claims court, all disputes, controversies, or claims arising out of or related to these Terms, the relationship between Customer (you) and AdMax Local, or the arbitration provisions contained herein, including the enforceability and validity thereof, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be finally settled through binding arbitration administered by American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Los Angeles County, California, and shall be conducted in English by a single arbitrator who has experience in software-as-a-service terms of service. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. The arbitrator’s decision will follow the terms of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The arbitrator will have no authority to certify a class, award class-wide relief, or award relief on behalf of anyone other than the parties to this Agreement. Each party shall bear its own costs, fees, and expenses of arbitration.
• 11.3. Class Action Waiver: WHERE PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST ADMAX LOCAL ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH CUSTOMER AND ADMAX LOCAL AGREE, NO JUDGE OR ARBITRATOR MAY CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

12. Changes to These Terms

• 12.1. We reserve the right, at our sole discretion, to modify or replace these Terms at any time by posting a new version on our Website or upon logon to the Service. If a revision is material, we will endeavor to provide you 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised terms whether or not you received notice. If you do not agree to the new terms, do not use the Services.

13. General

• 13.1. Entire Agreement: These Terms, together with our Privacy Policy and other policies posted on our Website, constitute the entire agreement between you and AdMax Local regarding your use of the Services.
• 13.2. Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
• 13.3. Waiver: No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
• 13.4. Forms: Pre-printed or standard terms and conditions of any purchase or other ordering document issued by Customer in connection with these Terms or the Service shall be void, and as such shall not be binding on us and shall not be deemed to supersede or replace any terms and conditions hereof or otherwise modify any these Terms, regardless of whether such documents claim to do so.
• 13.5. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, civil unrest, acts of civil or military authority, war, fires, earthquakes, epidemics, pandemics, floods, unusually severe weather, natural disaster, or shortage or diminishment or failure of power or telecommunications services, data networks, cloud services or backup systems.
• 13.6. Electronic Acceptance: You consent to the use of an online check box to evidence your agreement to these Terms and agree that checking the box during the sign-up process can be used as evidence of your agreement to these Terms. If an online check box is not available, an email stating agreement suffices.
• 13.7. Order of Precedence: If there is a conflict between these Terms and any order or sign-up documentation provided by us, the terms of the order and sign-up documentation shall control to resolve the conflict.

14. Contact Information

If you have any questions about these Terms, or need to contact us for any reason, please contact us at: support@ampdlocal.com.