Terms of Use Agreement
BUYER
Effective Date: April 2018
[Agreement Between Buy Ads Direct and Buyer]

Last Updated on 04/20/2018

Definitions

Buy Ads Direct – The service provider being solicited, contacted, contracted or inquiry made into to provide media pricing, information, rates, or other media related services for the purpose of advertising a group, entity, individual, product, service, message or other acceptable media communication to a group or mass of peoples within a population, geographic location or other determining factor in the advertising process not mentioned.

We” – Buy Ads Direct

Services – Service includes but is not limited to providing rates, information, media kits, ratings, advertising information, avails, or other communication, within the due course of conducting business, for the purpose of providing information relevant to the advertising process including phone, verbal or electronic conversations.

Buyer” – An individual, group, entity or someone acting on behalf of an entity for the purpose of inquiring about media, rates, information, availability, or other request for the purpose of advertising or gaining knowledge regarding the advertising process.

You” – “Buyer”

Advertiser”
 – “Buyer”

 

Media” – Any form of advertising, media company, station, media group, or other company that provides information or rates related to the advertising process. This term can refer to the type of advertising including but not limited to radio, TV, cable, satellite, print, outdoor, out-of-home, digital, video, internet, billboards, mobile, social media, in content, or any other ad type currently available or that may be made available to the Buyer at time of request.

Vendor” – “Media”

Delivery – Delivery is the airing, display, messaging, broadcasting or other form of advertising through a media company, media source, broadcaster, or any other form of advertisement provider for the purpose of promoting the business, name, product, service, message, website, campaign or any other.

Adjustments –  Changes made by the advertiser to the quoted information, day parts, rates, start times, days, length of ad, reduction of possible airing times or days within the day part, campaign display or air dates outside of advertising rates quoted start and end date, or other changes by the Advertiser, which reduce the likelihood of an advertisement being “delivered”

 

OTHER TERMS, NOT DEFINED ABOVE MAY BE USED THROUGHOUT THIS TERMS AND CONDITIONS DOCUMENT, WITHOUT DISREGARD DUE TO LACK OF DEFINITION. THE DEFINITIONS ABOVE ARE PROVIDED FOR THE BENEFIT OF THE “BUYER” TO ASSIST WITH UNDERSTANDING THE TERMS AND CONDITIONS. THESE DEFINITIONS ARE NOT PROVIDED TO EXCLUDE ANY PORTION OF THIS AGREEMENT, TERMS AND CONDITIONS, OR TERMS OF SERVICE.

THIS TERMS USE AGREEMENT (“TERMS”) IS A BINDING CONTRACT BETWEEN Buy Ads Direct, (“Buy Ads Direct” OR “WE”) AND YOU (“YOU” OR “BUYER”.) BEFORE REQUESTING SERVICE TO BE PROVIDED BY Buy Ads Direct WHETHER VIA PHONE, INQUIRY, WEBSITE (THE “SITE”) OR OTHER FORMS OF SERVICE REQUEST NOT MENTIONED HEREIN WHERE A REQUEST CAN OR HAS BEEN MADE BY THE “BUYER”, PLEASE READ THESE TERMS RELATING TO YOUR USE CAREFULLY.

By requesting service with Us through any form of communication, You (a) acknowledge that you have read, understand, and expressly agree to be legally bound by these Terms (including our privacy policy (“Privacy Policy”)), (b) agree to follow these Terms and all applicable laws and regulations governing our Services, (c) represent and warrant that you are at least 21 years old, are a resident of the United States or lawfully consent to U.S. jurisdiction for all purposes as if a resident, and have the right, authority, and capacity to enter into these Terms (either on behalf of yourself or the entity you represent if you are using the Service on behalf of an entity). If you do not agree with the foregoing, you are not authorized to contact Buy Ads Direct in any form for request of service, pricing, information or other inquiries related to media placement, media buying or advertising assistance.

All capitalized terms are defined herein or in our Privacy Policy which is incorporated herein by reference.

Buy Ads Direct PROVIDES THE INFORMATION AND SERVICES ON THE SITE TO YOU CONDITIONED UPON YOUR ACCEPTANCE, WITHOUT MODIFICATION, OF THESE TERMS. THE SITE CURRENTLY INCLUDES Buy Ads Direct.COM BUT MAY INCLUDE OTHER SITES FROM TIME TO TIME. THE SITE CONTAINS SPECIFIC INFORMATION RELATED TO MEDIA, INCLUDING BUT NOT LIMITED TO MEDIA KITS, ADVERTISING INFORMATION, PRICING, MEDIA RATES AND REFERENCES TO MANY DIFFERENT TYPES OF ADVERTISING MEDIA. THE ENTITIES LISTED ON THE SITE THAT MAY HAVE ADVERTISING INFORMATION, MEDIA INFORMATION, ADVERTISING SPACE AVAILABLE (“Avails”), REGARDLESS OF TYPE OF SPACE, AND ARE HEREAFTER REFERRED TO AS “VENDOR” OR “VENDORS”, THIS INFORMATION IS PROVIDED AT THE DISCRETION OF THE “VENDOR” AND “Buy Ads Direct” ONLY. A REQUEST FOR SPECIFIC INFORMATION DOES NOT WARRANT THAT DELIVERY WILL BE MADE NOR SHOULD ANY EXPECTATION OF INFORMATION BE PROVIDED THAT FALLS OUTSIDE THE SCOPE OF USUAL BUSINESS PRACTICES OF “VENDOR” OR Buy Ads Direct.

Once You have requested information or registered through Buy Ads Direct, You will be able to use the Services Provided, Site and/or submit offers to purchase media advertising from Us. The offer and acceptance process is described herein (see Payment section below.)

Terms and Condition Acceptance:

The act of registering an account or not registering an account, does not preclude You, Yourself, the entity you represent or entity that the request is made on behalf of, from the belief of Buy Ads Direct that the Terms and Conditions have been accepted. Any inquiry is treated with the reasonable expectation by “US” that the TERMS AND CONDITIONS were read and agreed to by YOU.

Membership Registration:

When You begin the process of working with Buy Ads Direct you must select to either register a membership account with a monthly payment for annual membership account or pay an annual contract reduced rate at time of membership account creation. Failure to register for an account will prevent any services from being rendered for the requester. 

Buyer Registration:

When You begin the process either through registration, request, inquiry or any other form of communication with Us, a Buy Ads Direct representative will contact You and verify the information requested. This is the initial step in the process and no further action will be taken by any representative until a verbal (“phone”) conversation has occurred between parties. If no contact can be made between the parties then no action will be taken by Buy Ads Direct to fulfill any request for any form of service provided by Buy Ads Direct. If a request for registration to our site or service site is made “We” will contact You to walk through the Registration process. You must be registered in order to view and submit any Offer through our Media Purchasing and Order Management Site. You do not have to register to request service, rates, information or other media inquiries relevant to purchasing media. The act of not registering, does not preclude You, Yourself, the entity you represent or entity that the request is made on behalf of, from the belief of Buy Ads Direct that the Terms and Conditions have been accepted. Any inquiry is treated with the reasonable expectation by “US” that the TERMS AND CONDITIONS were read and agreed to by YOU.

Media Buying Platform Registration Process:

Once You have registered, You will be able to view information relevant to the use of our media buying site or Buy Ads Direct’s services including pricing, rates, ratings and other relevant information as per the Request For Service section below. Registration credentials are sent via email and are password protected. You may change your registration information at any time.

As part of the registration process, You will be asked to create a user name and password. You agree to safeguard your user name and password, and You authorize us to accept any use of the Site through your user name and password as being used by You or someone authorized to act for you. You can set up a single log-in or permit multiple users to manage various media processes. You are solely responsible and liable for all Content posted to the Site and any Offers made under your name and password.

Confidentiality and Noncircumvention:

You agree to run all communications through a Buy Ads Direct representative, and agree NOT to contact Vendor.
• You agree to keep all information provided by Buy Ads Direct in any form confidential and will NOT disclose any prices, rates, information or materials provided by Buy Ads Direct whether accepted or rejected other than for internal purposes to fulfill advertising requests.
• You agree that You will not circumvent this Agreement for any reason, and that You will not make any contact with or communicate or deal with or otherwise be involved directly or indirectly, in any transaction or by any third party introduced by Buy Ads Direct without first obtaining expressed specific and written consent by Buy Ads Direct. You acknowledge that Buy Ads Direct would be harmed irreparably if You and any Vendor agree to continue their working relationship without Buy Ads Direct. Accordingly, if You, place an advertising order, insertion order, advertise, purchase any advertising or any other form or term used for the intent of advertising directly from a Vendor within 90 days of your last Advertising Order, Placement, or Advertisement, You agree to pay to Buy Ads Direct a fee of 30% of the cost of each media purchased from such Vendor during the 90 day time period.

Request For Service:

Buy Ads Direct provides advertising information, rates, advertising availability, ratings, media kits and other information in the course of conducting business. This information is provided to You and is not to be shared, copied, electronically transferred, altered, adjusted, discussed or otherwise provided to any person, entity, group, organization or other common term for anyone not directly working for, employed or in an agency of record agreement with the entity with which it was originally provided. Failure to do so could cause irreparable harm to Buy Ads Direct which will result in a fee being charged to You of 30% the quoted advertising proposal, quote, or requested media amount or one thousand dollars ($1,000.00 USD) whichever is greater.

Request for service including availability, rates, information, pricing, media kits or other information for the purpose of advertising or request for verbal, electronic or written information where the requester, individual or entity does not advertise within thirty (30) calendar days of the information being provided will be charged at a rate of one hundred fifty dollars ($150 USD) per hour or a minimum amount of five hundred ($500 USD) whichever is greater, for the time allocated to the request. If You, the entity, individual or organization advertise within sixty (60) calendar days after initial request for the marketing was made, at an amount equal to or greater than ten times (10x) the invoiced amount for the marketing request will be applied towards the advertising campaign invoice as a credit after payment. Invoices for request for marketing information are due upon  receipt and must be paid in full within 10 days. Any invoice exceeding ten (10) days will be charged a late fee of thirty five dollars ($35.00) plus two and a half percent (2.5%). All rates provided are valid for a period of seven (7) days from date of issuance, unless otherwise stated. If the process of accepting the offer for advertising by You exceeds the seven (7) day period then new rates will be issued and the offer at the rates previously provided will be rescinded.

Submission of advertising rates or information to You, does not constitute acceptance of the advertiser, advertiser message, commercial, display ad or other message. The media reserves the right to refuse acceptance or withdraw acceptance at any time during the advertisers campaign, this includes any material, advertisement, display ad, message or advertiser for any reason within their company policy, terms and conditions, legal policy guidelines or other factors which they deem valid. Acceptance of payment by Buy Ads Direct does not constitute a legal or binding contract to air, display, broadcast, advertise or promote on behalf of You. The ability of the advertisement to air, display, broadcast, advertise, or promote is based upon availability at time of display or airing. Any advertisement can be preempted unless stated other wise by the ad type at time of placement, this excludes the rights retained by Vendor to withdraw commercial or advertisement approval which may have previously been granted. If commercial or advertisement approval is revoked by vendor then a nonpreemptible advertiser and/ or nonpreemptible non-displayed advertisement will be canceled. Media Companies, “Vendors” retain the right to cancel any advertisement campaign, creative advertisement, commercial or other display non-delivered advertisement at any time for any reason. The vendor may provide an explanation as to reason but is not obligated through any contract written, verbal or other to provide any explanation. A commercial can have initial approval to be displayed and due to outside influence, complaints, regulations, or other events the commercial approval can be withdrawn.

An advertiser who chooses to make “adjustments” to their campaign or chooses to adjust the information, dayparts, rates, times, days, length of ad or campaign, condensed day parts, altered start times or end times resulting in times not equal to the “Vendor” quote start and end time for daypart, altered dates for airing not equal to the day or date range quoted for each advertisement, or date range weekly condensing a multiple day daypart to a single day or date per advertisement or who purchases certain types of ads such as Direct Response, Remnant Rate, Tier II or other preemptible advertisement will be placed and made available to the media company for advertising purposes and will be “delivered” based upon the availability and criteria set forth by media company. An advertising agreement made between Buy Ads Direct and You that has been accepted by the media company, vendor, or a payment has been made from “You” to Buy Ads Direct “Us” or accepted through verbal or written communication and is canceled for any reason by the advertiser, “You” the media company, “Vendor” or by any other party involved in the transaction will be subject to a 20% cancellation fee.  Any advertisement which does not air due to “adjustments” or one of the reasons stated in this section by You, the advertiser and a request for refund is made following the entire run of campaign plus thirty (30) days past the last day of month of delivery, allowing for media company invoicing, will receive the amount spent on non-delivery advertising minus twenty percent (20%).  Refunds for the full advertising amount, not “delivered”, will be made to the advertiser if the original contracted campaign was not altered or changed by advertiser. If any adjustments, changes or other factors which led to the advertiser campaign not being “delivered” in full were made then a refund for the full advertising amount will not be available and the twenty percent (20%) fee will be withheld from final payment.  If a request is made for any form of proof of air and none is available from the media company then the information whether verbal, written or electronic shall act as proof of delivery. Buy Ads Direct relies on the information provided by the media companies to insure the delivery of advertisements, however Buy Ads Direct does not warranty that all information is correct and without error.

Media companies retain the right to invoice up to one year following any campaign if new information becomes available that was previously unknown to them. This could include updated affidavits for “delivery”, invoices or other documents provided in the course of business. These invoices remain the responsibility of the advertiser. Payment to provide satisfaction of any revised, new or updated invoice, whether provided by the media company or Buy Ads Direct, must be made within fifteen (15) days of the invoice date. Failure to satisfy this amount within the fifteen (15) day period could result in advertisements being suspended, held, delayed or canceled by the media company or Buy Ads Direct. Any invoice balance exceeding the due date owed to Buy Ads Direct will result in a monthly carrying charge of three and a half percent (3.5%) added to the final invoiced amount.

Advertising campaign pricing and rates are based on a minimum campaign time period of three (3) months with any form of media, unless otherwise stated in the agreement, terms and conditions or proposal for that single type, network, broadcast company or display media. Media rates quoted are based upon a minimum commitment to the three (3) month advertising time period with the media selected. Early withdrawal, cancellation or termination of the campaign from the Advertiser can result in additional charges for discounts received on the media that “displayed” through the date the request was enacted and the media campaign was terminated, withdrawn or cancelled. The granting of the request to terminate, withdraw or cancel the campaign for the Advertiser by Buy Ads Direct does not cancel the one (1) year service agreement or the obligation of the Advertiser to continue or initiate new campaigns for advertising with other forms of media during that time period.  The contracted time period for the agreement to advertise continuously with Buy Ads Direct for a minimum monthly amount equal to the initial campaign monthly amount  is one (1) year. This begins from on the first start date of the initial campaign placed through Buy Ads Direct and automatically renews after the first year anniversary, if additional media is placed past the anniversary date. The anniversary date will remain constant for each subsequent year’s renewal and is based upon the initial campaign start date that was initiated by the advertiser in year one (1).

Media Companies, “Vendors” retain the right to cancel any advertisement campaign, creative advertisement, commercial or other display non-delivered advertisement at any time for any reason. The vendor may provide an explanation as to reason but is not obligated through any contract written, verbal or other to provide any explanation. A commercial can have initial approval to be displayed and due to outside influence, complaints, regulations, or other events the commercial approval can be withdrawn. These cases will not be subject to the 20% fee, if a new advertisement is presented to the vendor by the advertiser “You” within 30 days and accepted for display. If the new advertisement is not accepted for display and a refund is requested a  five percent (5 %) fee will be assessed and withheld from the refund. 

Service is provided at the discretion of Buy Ads Direct and can be denied for any reason without claim. Services will never be denied for reasons of sex, creed, race or other individual rights as granted by the State or United States to citizens. Buy Ads Direct however does not accept certain categories of advertisements due to limitations or prior experiences in dealing with said categories. The categories that are not able to advertise through Buy Ads Direct include pornography, anything deemed pornographic by the media companies and religious institutions or organizations, with the exception of religious universities or colleges. Additional categories and/or refusal to provide services can be determined at anytime by Buy Ads Direct, and are not to be deemed as a violation of this agreement or the rights of the individual requesting service.

Advertising Annual Agreements:

You, the Advertiser reserve the right to request discounts for media advertising rates based upon an annual advertising agreement. This agreement amount is set at the discretion of You, the advertiser and discounted advertising rates will be determined at the discretion of Buy Ads Direct. The discounts will be applied per advertisement order or placed on behalf of You. The annual agreement is non-cancellable and all agreed upon advertising amounts must be ordered, placed and delivered within the annual time period for which it was set. If You, the advertiser, fail to uphold the agreement whether through cancellation, inability to air, place, deliver or otherwise not meet the agreed to amount or date, then the penalties listed below will be billed and due to Buy Ads Direct. This fee is in conjunction with and not a substitute for any additional fees that may be charged by the media, Vendor, for unfulfilled obligations through their or this annual agreement. The percentages below represent only the portion that will be due to Buy Ads Direct. Other fees or penalties from the Vendor may apply.

Annual Agreement Amount Unfulfilled

  • $00.01 – $99,999.99: 5% of amount undelivered
  • $100,000 – $249,999.99: 7% of amount undelivered
  • $250,000 – $499,999.99: 9% of amount undelivered
  • $500,000 – $749,999.99: 10% of amount undelivered
  • $750,000 – $999,999.99: 11% of amount undelivered
  • $1,000,000 – $1,999,999.99: 12.5% of amount undelivered
  • $2,000,000 – $9,999,999.99: 15% of amount undelivered
  • $10,000,000 – $24,999,999.99: 20% of amount undelivered
  • $25,000,000 and up: Discounted amount of delivered advertisements plus 10%

Placing Media Buys Through Our Media Site:

When you click on the “Submit Order” or “Send Order’ or “Any Other Term Used “ button on our Site, You are submitting an offer to the media company for the advertisements requested. You are authorizing Buy Ads Direct to purchase certain advertising media (“Offer”), and You are agreeing to pay to Buy Ads Direct the full amount of that media plus a maximum predetermined transaction fee of 5% per transaction or any agreed to amount as determined by Buy Ads Direct and You at time of service. If We accept the Offer, You agree to pay us 2 weeks before the Advertising Campaign Start Date described herein (or less once the Advertising Campaign is finalized and the Advertising Campaign is within 2 weeks of the purchase), unless you have chosen and qualified for Buy Ads Direct Credit Terms (see Credit Terms). The Advertising Campaign Start Date is the date the advertisement becomes visible to the general public (ie., the date the magazine goes on sale, the newspaper ad will run, the date that Radio or TV begins). Once you submit or make a buy on Buy Ads Direct, you will be required to provide your banking information to Buy Ads Direct or pay through PayPal prior to any approved transactions.

When You submit an Offer through the Site, your Offer is closed and visible to only You, Buy Ads Direct and the Vendor. There are 3 ways that We can respond to your Offer. We can:

  1. Accept your Offer as is (the Offer then moves to Payment Pending status);
  2. Reject your Offer (the Offer is rejected and no longer valid); or
  3. Conditionally Accept your Offer subject to new conditions outlined in our conditional acceptance. If We conditionally accept your Offer, You will have the opportunity to review and accept or reject the proposed condition(s). (At this point, the Offer either moves to Payment Pending or is rejected and no longer valid. There is no more back-and forth negotiation.)

a) If We accept your Offer, the Offer becomes a bona fide purchase (“Media Buy”), and We will process your payment 3 weeks or less before Campaign Start Date unless you have applied and qualified for Buy Ads Direct Credit Terms. We will generate a unique Purchase Order which is attached to your Media Buy. Buy Ads Direct and You are bound at this point, and You agree to pay to Us the amount you submitted in Your Offer plus the predetermined transaction fee shown on your original Offer.

b) If We reject your Offer, we do not take any payment from You and We have no further obligations to one another for the Offer.

c) If We conditionally accept your Offer subject to certain conditions, You have 48 hours or less (as defined by You in your account settings) to accept or reject the new conditions. If You reject the new conditions, the Offer is rejected. We do not take any payment from You and We have no further obligations to one another for the Offer. If You accept the new conditions, your Offer will proceed to an accepted status called Payment Pending and We then generate a unique Purchase Order which is attached to your Media Buy. Buy Ads Direct and You are bound at this point, and You agree to pay to Us the amount you submitted in Your Offer plus the predetermined transaction fee shown on your original Offer.

Payment Methods:

You may make payment to Buy Ads Direct in the following ways:

  1. ACH/Bank Transfer
  2. Credit card
  3. 30 day Buy Ads Direct Credit Terms (See Credit Terms section below)
  4. Through PayPal

When your payment is due (2 weeks or less before the Campaign Start Date of the Media Buy), We will collect payment from You. If your payment Method is ACH/Bank Transfer, We will notify you of the date of the transfer via ACH from your bank account the total amount shown in the Offer amount plus the transaction fee. If your payment method is via credit card or through PayPal, We will process your credit card and/or transaction amount plus a convenience fee of 3% . Your submission of an Offer through the Site authorizes Us to make the ACH/Bank transfer or process the credit card, as the case may be. You will not be able cancel the electronic transfer. You further authorize Us to resubmit any ACH /Bank Transfer that is returned for insufficient or uncollected funds.

Buy Ads Direct Credit Terms:

Once You have registered with Us, You may apply for 30 day Credit Terms from Us and the Media Company that you are ordering media from. Both must approve your credit application a minimum of 3 weeks prior to Campaign Start Date. We reserve the right to extend or reject your request for Credit Terms and set credit limits at our discretion. We may also, at our discretion, impose limits on the amount of money you can send through our Site. In order to apply for Credit Terms, You must request, fill out and submit a credit application for both Buy Ads Direct and each media company credit is requested from. This will include at minimum the necessary financial information for You along with your company DUNS#. You authorize Us to review certain credit information about You to determine credit worthiness. We will notify You within 5 business days of the status of your application and/or respective Credit Terms and buying limit. If we extend credit to You, we accept PayPal or ACH/Bank Transfer as the method of payment.

Credit Terms are Net 30 and day one starts on the Campaign Start Date. On the 30th day, Buy Ads Direct will process your Payment in full via the agreed upon method of payment based on the banking/payment information You have provided.

If your bank account has insufficient funds, We reserve the right to collect for damages of insufficient funds to the full extent of the law, including any legal fees. In addition, any past due amount will accrue fees at a monthly rate of 3.5% of the total amount due until payment is satisfied in full.

Recurring Media Buys and Payments:

A Recurring Media Buy is a Media Buy that repeats for a definite period of time, usually weekly or monthly. A Recurring Payment is a payment in which You authorize us to automatically debit your account or receive payment for a definite period of time, usually weekly or monthly. You agree to allow Us to charge You for each Recurring Media Buy 3 weeks or later before each Campaign Start Date for the Recurring Media Buy.

Cancellations:

You may not cancel an order for advertising once we notify You that we have accepted your Order.

If You use our site for a period of 60 days and do not make any transactions, We reserve the right and it will be at our sole discretion, with or without cause, withdraw, suspend or discontinue at any time any materials or services available on this Site, your user-name and password, your registration information, and any functionality or features in or on this Site. You will be provided with a notice from an Account Manager and given the chance to make a transaction. If your registration is canceled or suspended for any reason, You may no longer have access to material You keep on the Site.

Proof of Performance:

We agree to provide You with Proof of Performance for your media buys if the media company has the capability and has provided to Buy Ads Direct the proof. If you do not receive Proof of Performance for any advertisement that You have purchased, simply provide written notification to Buy Ads Direct. We will immediately research your inquiry and seek resolution on your behalf. You receive Proof of Performance within 30 days of your written notification if the information is available from the media company.

You agree that the following proof will acknowledge fulfillment:

  • Tear sheet(s)/Checking Copy mailed to You
  • PDF Upload of Ad at Buy Ads Direct
  • Electronic copy of ad(s), and/or affidavit of schedule dates and times.

Of course, we cannot be liable for delays in delivery and/or non-delivery in event of an act of God, action by any governmental or quasi-governmental entity, fire, flood, insurrection, riot, explosion, embargo, strike, labor or material shortage, transportation interruption of any kind, work slowdown or any condition beyond control of Buy Ads Direct. If you have any questions about our Payment and Refund Policy, or have a question about a specific charge, please contact your account manager.

Additional Terms:

1. MODIFICATION OF TERMS
We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms periodically. Such modifications will be effective immediately upon posting of the modified Terms to the Site. Your continued use of Service following the posting of changes to these Terms will mean that You accept those changes. To update the Terms, we will post the changed version and its effective date on the Buy Ads Direct.

2. ADDITIONAL TERMS AND CONDITIONS
Additional terms and conditions of Buy Ads Direct may apply to your purchase of goods or services. You agree to be bound by such additional terms and conditions. You understand that if You violate any of such additional terms and conditions some remedies may include but are not limited to Us canceling Your Offers and/or purchase(s), and You may forfeit any amounts that You have paid for such advertising and/or purchase(s). We reserve the right to suspend your account access temporarily or permanently and to reject or cancel any advertising campaign and/or purchase(s).

3. MODIFICATIONS TO SITE
We reserve the right from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof). We will not be liable to You or any third party for any such modification, suspension or discontinuance.

4. SUBMITTING ADVERTISING CONTENT ON THE SITE
You must submit advertising content (Content) to the Site when you place an Offer to purchase advertising media from Us. When You submit Content, You warrant and represent that You have all rights necessary to submit such Content to Us, and You grant to Us the right to display your Advertising Content to Vendor(s), all without the violation of any other person’s intellectual property or other rights or of any laws or regulations. You acknowledge that the Site does not have any digital rights management or other security technology features to restrict someone who reviews Content from copying and redistributing it. To submit Content on the Site, You must first complete the registration process. You agree to provide true, accurate, and complete information during the registration process. You also agree that You will maintain and update such information to maintain its truth, accuracy, and completeness. We reserve the right to terminate your use of the Site upon the discovery or belief that the information You provided is not complete or accurate. As part of the registration process, You will be asked to create a user name and password. You agree to safeguard your user name and password, and You authorize us to accept any use of the Site through your user name and password as being used by You or someone authorized to act for you. For example, as between Buy Ads Direct and You, You are solely responsible and liable for all Content posted to the Site and any Offers made under your name and password. We are a reseller of advertising media.

5. LICENSE RIGHTS
You retain ownership of your copyrights, trademarks and your other rights over your advertising Content, subject to the non-exclusive rights that You grant as described in these Terms. These Terms do not prevent You from granting similar rights to others during and after the term of these Terms. By submitting advertising Content, You grant to Us a perpetual, worldwide, irrevocable, royalty-free, non-exclusive license to use, reproduce, modify, transmit, distribute, publicly perform and display, and create derivative works of the Content, in any form, media, or technology now known or later developed, for the limited purpose of purchasing advertising media. You also give Us permission to submit your advertising Content to Vendors of Buy Ads Direct.

6. PROHIBITED CONTENT
You agree not to submit to the Site any Content

  1. that is untrue, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive to another person’s privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. that infringes a third party’s intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party;
  3. that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  4. that is false or misleading information about a product or service;
  5. that is considered unsolicited or unauthorized advertising;
  6. that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or
  7. that violates any applicable local, state, national or international law, regulation, or statute (including export laws).

7. PROHIBITED CONDUCT
You agree not to

  1. use the Site in any way that violates any applicable local, state, national or international law, regulation, or statute (including export laws);
  2. access, tamper with, or use non-public areas of the Site;
  3. circumvent, avoid, bypass, or obviate Us, directly or indirectly, by contacting Vendors to avoid payment, fees or any other form of compensation in any transaction involving any purchase of advertising media after you have made an Offer;
  4. gather or use information, such as email addresses, available from the Site to transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters”;
  5. frame any part of the Site, or link to the Site, except as permitted in writing by Us; or
  6. impersonate or misrepresent your affiliation with any person or entity.

8. ENDORSEMENTS AND LINKS TO OTHER WEBSITES
This Site contains links to other websites. We are not responsible for, and cannot guarantee the quality, safety or performance of, goods and services provided by our Vendors, suppliers or advertisers or by owners of other websites that we link to. A business listing on our Site does not constitute our endorsement of the business featured in the listing or of any product, service or other material offered through such business. Once You choose to link to another website, You should read that website’s privacy statement before disclosing any personal information.

Many of the products, business listings and other materials available on our Site are posted by Vendors or other third parties. We do not review every business listing or posting made in other areas available for public postings, nor do we take steps to confirm the accuracy of any listings or postings submitted by Vendors or other third parties. We do not endorse or guarantee the accuracy of any media kits, listing or posting. The information is intended to be used only as a guideline for making buying decisions.

9. INTELLECTUAL PROPERTY RIGHTS

  1. Grant of Limited License. The materials available through our Site are the property of Buy Ads Direct and its affiliates, Vendors, licensees or suppliers, and are protected by copyright, trademark and other intellectual property laws. You are free to review, email and/or print information contained in the Site for the limited purposes of planning and buying media. Unless indicated otherwise, nothing contained in these Terms shall be construed as granting any license to intellectual property rights. We reserve the right to revoke this limited license at any time without notice and with or without cause. You may not otherwise reproduce any of the materials without our prior written consent. You may not distribute copies of materials found on this Site in any form (including by email or other electronic means) without our prior written permission. Corporate and Agency Buyers may distribute specific materials from our Site to their authorized users or Customers, as the case may be, for the limited purpose of planning and buying media.
  2. Trademarks. All Buy Ads Direct graphics, logos, page headers, scripts, and service names are trademarks or trade dress of Buy Ads Direct. All other trademarks not owned by Buy Ads Direct that appear on this Site are the property of their respective owners. You may not use any trademark or service mark appearing on this Site without the prior written consent of the owner of the mark.

10. PRIVACY POLICY
You confirm that You have read our Privacy Policy, the terms of which are incorporated herein, and agree that the terms of our Privacy Policy are reasonable and satisfactory to You. You consent to our use of your personal information as set forth in our Privacy Policy. To the extent permitted by law, we make no representation or warranty with regard to the sufficiency of the security measures used for data handling and storage. We will not be responsible for any actual or consequential damages that result from a lapse in compliance with the Privacy Policy because of a security breach or technical malfunction.

11. TERMINATION
We may, in our sole discretion and in addition to any other remedies available to Us, with or without cause, withdraw, suspend or discontinue at any time any materials or services available on the Site, your user-name and password, and any functionality or features in or on the Site. If within 60 days you are active on the site and have yet to make an Offer or to make a transaction, Buy Ads Direct has the right to cancel your User Status. If your registration is canceled or suspended for any reason, You may no longer have access to material You keep on the Site.

12. INDEMNIFICATION
You agree to defend and indemnify Us and any Vendors, third party providers and distributors and their respective officers, directors employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of this Site (including without limitation any violation by You of these Terms).

13. RISK OF USE
YOU USE THE SITE AND SITE CONTENT AT YOUR OWN RISK. THE SITE MAY NOT BE ACCURATE OR ERROR-FREE, WORK FOR YOUR PARTICULAR SITUATION, OR BE SUITABLE OR APPROPRIATE FOR YOU. WE STRONGLY URGE YOU TO CONSULT A PROFESSIONAL OR SOME OTHER AUTHORITY IN THE APPROPRIATE FIELD BEFORE USING ANY OF THE SITE CONTENT. WE DO NOT GUARANTEE THAT THE SITE WILL BE ERROR FREE OR THAT IT OR THE SERVERS THAT OPERATE IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Buy Ads Direct IS NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, INTERRUPTIONS IN THE TRANSMISSION OR RECEIPT OF OFFERS OR, ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE.

Buy Ads Direct ASSUMES NO RESPONSIBILITY AND WILL NOT BE LIABLE FOR ANY DAMAGES TO OR VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE. YOU (AND NOT Buy Ads Direct) ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THESE MATERIALS.

WE URGE YOU TO KEEP BACKUP COPIES OF MATERIAL, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SITE. IF YOUR USE OF THE SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS. WITHOUT LIMITING THE FOREGOING, THE SITE AND SITE CONTENT ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.”

14. DISCLAIMER OF WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
Buy Ads Direct MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE MATERIALS ON THIS SITE FOR ANY PURPOSE. ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH THIS SITE ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. Buy Ads Direct MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE, Buy Ads Direct DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. Buy Ads Direct DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THIS SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND/OR ITS SERVERS WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS. Buy Ads Direct DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN THIS SITE FOR ANY PURPOSE, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTENT.

WITHOUT LIMITING THE FOREGOING, NO WARRANTY OR GUARANTEE IS MADE (i) REGARDING THE CONTENT OR ACCEPTANCE OF ANY OFFER, (ii) THAT YOU WILL RECEIVE THE LOWEST AVAILABLE PRICE FOR ADVERTISING MEDIA THROUGH THIS SITE, (iii) REGARDING THE AVAILABILITY OF ADVERTISING MEDIA THROUGH THIS SITE, OR (IV) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE.

OUR LIABILITY FOR BREACH OF WARRANTY SHALL BE LIMITED TO THE COST OF THE OFFER AT THE TIME OF ACCEPTANCE (IF ANY) (SEE PAYMENT SECTION HEREIN.) UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR YOUR COSTS, LOST PROFITS, GOOD WILL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER.

15. LIMITATION OF LIABILITY
OUR LIABILITY FOR A BREACH OF ANY OBLIGATIONS HEREUNDER SHALL BE LIMITED TO THE PRICE OF THE OFFER PAID FOR SERVICES RENDERED OR PROUCTS DELIVERED. UNDER NO CIRCUMSTANCES SHALL Buy Ads Direct BE LAIBLE FOR YOUR COSTS, LOST PROFITS, GOOD WILL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation or exclusion may not apply to you.

16. NO AGENCY
Our relationship is that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other. You may not assign, convey or delegate your rights, duties or obligations hereunder. We are a reseller of advertising media.

17. NO THIRD PARTY BENEFICIARIES
Neither of us intends that any third party will be a beneficiary of or entitled to rely on any part of these Terms.

18. COPYRIGHT INFRINGEMENT
We respect the intellectual property rights of others and require that the people who use the Site do the same.

The Digital Millennium Copyright Act of 1998 (as amended, the DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted in this Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. If you believe in good faith that we have wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see 17 U.S.C 512 for details. Notices and counter-notices with respect to the Site should be sent to: Buy Ads Direct. We suggest that you consult your legal adviser before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

19. NOTICES
We will give You any notices by posting them on the Site. You authorize us to send notices via electronic mail as well if Buy Ads Direct decides, in its sole discretion, to do so. You agree to check the Site for notices, and that You will be considered to have received a notice when it is made available to You by posting on the Site.

20. GENERAL INFORMATION
You are responsible for compliance with applicable local laws, keeping in mind that access to the Site may not be legal by certain persons or in certain countries. If any term or condition contained in these Terms is deemed invalid, void or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of the remainder of the Terms. These Terms are personal to You and You may not transfer, assign or delegate these Terms to anyone.

Any attempt by You to assign, transfer or delegate these Terms will be null and void. These Terms shall be governed by the State of Florida, without regard to the principles of conflict of laws. You agree and consent to exclusive jurisdiction and venue in any state or federal court located in Tampa, Florida . You agree that all electronic communications from us, including these Terms, originate in Tampa, Hillsborough County Florida and satisfy any legal requirement that such communication be in writing.

The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect. These Terms comprise the entire agreement between You and Buy Ads Direct with respect to the use of the Site and supersedes all prior agreements between the parties regarding the subject matter contained herein.

The failure of Buy Ads Direct to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. We suggest that You print out a copy of these Terms for your records.