Last Modified March 24, 2022

 

AddTraffic LLC User Agreement

Please review these terms (the “Agreement”) carefully. By accessing or using the Social Media Marketing Automation Services (“Services”) offered by AddTraffic Inc. (“AddTraffic”, “we” or “us”), you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time as set out in Section 35 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: http://www.AddTraffic.com/legal, though we will notify you of any changes that, in our sole discretion, materially impact this Agreement. Continued use of the services after any such changes have been made will constitute your consent to such changes. When we change this Agreement, we will update the “Last Modified” date above.

By using our services, you confirm that:

A. You will only use our Services for business and professional reasons;

B. You are at least 18 years old or otherwise able to enter into a legally binding agreement;

C. You accept and will comply with this Agreement;

D. If you are using our Services as a representative of an organization, you have the power to enter into legally binding agreements for the organization; and

E. You are responsible for anyone that uses our Services through your account, such as your employees, consultants or contractors (“Authorized Users”).

AddTraffic Terminology

1. We use capitalization for terms that have a special meaning in this Agreement. While some terms are defined elsewhere, this section sets out the definitions of some key terms.

“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears on any of the social media platforms we work with.

“Services” means our websites, such as AddTraffic.com (and all its current and future subdomains),  mobile applications, and any services that you access or purchase through our websites or mobile applications, but do not include (a) Social media platforms, which are governed by different terms; or (b) Third-Party Services that you access or use in connection with our services.

“Third-Party Services” are services that are not provided by AddTraffic but that you may access or use in connection with our Services. They include social networking sites supported by our Services (such as YouTube, Twitter, Facebook, LinkedIn and Instagram), content posting, CRMs or content creation products and/or services. This also includes marketing agencies, consultants or contractors.

“You”, “your”, “Customer”, and similar terms mean the person accessing or using the Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity that you are using the Services on behalf of.

AddTraffic’s Services

2. Subject to the rest of this Agreement, we will allow you and your Authorized Users to access and use our Services in the way set out in the plan you subscribed to. You may not use or access the Services in any other way, such as using robots, spiders, crawlers and scraping technologies.

3. Our Services evolve constantly. We may change our Services, such as by changing, adding or removing features at any time, for any reason. We may or may not provide notice of those changes to you. We will not be liable to you or any third party for the modification, price change, suspension or discontinuance of any of our Services.

4. Our Services interact with Social Networks and depend on the availability of those Social Networks and the features and functionality they make available to us, which we do not control and may change without notice. If at any time a Social Network stops making some or all of its features or functionality available to us, or available to us on reasonable terms as determined by AddTraffic in its sole discretion, we may stop providing access to those features or functionality and we will not be liable to you or any third party for any such change.

Acceptable Use Rules

5. You and any Authorized Users using your account must comply with the Acceptable Use Rules and all laws. If we reasonably believe that you have breached the Acceptable Use Rules or any applicable law, we may, at any time and without notice, remove any of your Content and suspend, restrict or terminate your account or your access to the Services.

Customer Content

 

6. You are solely responsible for Customer Content. We may, but do not have to, review, filter, block or remove Content, including Customer Content.

Submitted Content

 

7. If you use the Services for contests or otherwise ask people to submit Content through the Services (“Submitted Content”), you acknowledge and agree that:

(A) the Services do not help you comply with any laws, rules, or regulations that may apply to your collection or use of Submitted Content, which is solely your responsibility; and

(B) we will not be liable to you or any third party for the Submitted Content, and we make no warranty that any Submitted Content obtained or displayed through the Services is accurate or complete.

Account Information

 

8. You are responsible for the completeness, security, confidentiality and accuracy of the account information you provide to us. You will promptly notify us of any unauthorized access to or use of your log-in credentials or account.

Content and Third-Party Services

9. We are not responsible for Content created or provided by you or others, including Mentions and Content from Third-Party Services. You and anyone else who accesses our Services or your social media platforms may access Content that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. We will not be liable to you or any third party for Content.

10. If you access or purchase Third-Party Services in connection with our Services, you do so at your own risk. Your relationship with the Third-Party Service provider is an agreement between you and them. We are not responsible for Third-Party Services and will not be liable to you or any third party for any losses or damages resulting from your use of Third-Party Services.

11. If you access or enable a Third-Party Service, you grant them permission to access or otherwise process your data as required. We are not responsible for disclosure, use, change to or deletion of your data and will not be liable to you or any third party for access to your data by a Third-Party Service.

Data Protection & the GDPR

12. If your use of our Services includes promoting Content that contains “personal data” that is subject to the General Data Protection Regulation (EU) 2016/679 or the California Consumer Privacy Act, you may enter into a Data Processing Addendum (“DPA”) with AddTraffic by emailing us here along with your customer details to request a pre-signed GDPR or CCPA DPA. Once you sign the DPA and return the signed copy by email, it will apply to the processing of personal information and be part of this Agreement. Please review our Privacy Policy (published at www.AddTraffic.com/legal/privacy) for more information on how we collect and use your personal information in our Services.

Confidentiality

13. If we share non-public information about AddTraffic or our Services with you, you must keep it confidential and use reasonable security measures to prevent unauthorized disclosure of or access to that information.

Intellectual Property

14. Customer Content. You retain your rights to any Content you submit, post or display on or through the Services.

15. Feedback. We welcome your suggestions, comments, bug reports, feature requests or other feedback (“Feedback”). If you provide Feedback, you grant AddTraffic a non-exclusive, perpetual, irrevocable, transferable, royalty-free license to use the Feedback for any purpose.

16. Services. We keep all rights and interests in our Services. The Services contain technology owned or licensed by AddTraffic and is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and AddTraffic, we own and retain all rights in the Services.

Payment Terms, Trials and Renewal

17. Fees and Trials. You must pay all fees for the Services you purchase, except for Services that we expressly offer free of charge. If you sign up for a free trial of a paid Service, we may require you to provide a valid credit card or other payment method. We will charge you automatically on the first day after the free trial is over, unless you cancel or downgrade to a charge-free service and uninstall any paid apps before the end of the free-trial period.

18. Paid Services. The AddTraffic Online Payment Terms apply to your purchase of any paid Services.

19. Auto-Renewal of Services. Services plans will renew automatically at the end of the term (which may be monthly or annually, depending on the plan you chose when you purchased our Services), and we will automatically bill you on renewal unless you cancel or downgrade our Services under Section 21.

20. Taxes. You are responsible for paying all taxes on all fees that you pay to us. Local taxes may differ based on your payment method.

Cancellation and Termination of Services

21. You may cancel or downgrade your Services plan at any time by following the steps outlined here: Manage your AddTraffic plan and account. If you cancel (or downgrade) paid Services, you must continue to pay for the rest of your plan term and you are not entitled to a refund.

22. We may refuse to provide Services to anyone for any reason at any time. We may also immediately suspend or terminate your access to our Services for any reason, at any time, without notifying you in advance. If we terminate this Agreement because you violated the Acceptable Use Rules or any other part of this Agreement, you will not receive a refund. If we terminate your access to the Services under this section for no reason, we will refund you for Services you have not yet received.

Disclaimer of Warranties and Limitation of Liability

23. We offer our Services “as is” and are not making any warranties, conditions, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, fitness for a particular purpose, quality and non-infringement, that our Services will meet your requirements or that our Services will always be available, accessible, uninterrupted, timely, accurate, complete or error-free. Use our Services at your own risk. You hereby release us and our affiliates and the directors, officers, employees, agents, licensors and service providers of AddTraffic and our affiliates from any claims, known or unknown, you have against them.

 

24. We will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, our Services or any other aspect of this Agreement. Under no circumstances will we be liable for any Third-Party Services, Social Networks or activities of third parties, any connection to or transmission from the Internet, or for any damage, loss or injury resulting from hacking, tampering, theft or other unauthorized access to or use of our Services or your account or the information contained in your account, including Customer Content.

25. Our aggregate liability to you for all losses or damages arising out of this Agreement or your use of our Services, even if we have been advised of the possibility of such losses, will not exceed the greater of the fees we received from you for our Services that are subject to the claim during the three-month period immediately preceding the date on which the damages arose and USD$100. The limitations of liability in this section also apply to the AddTraffic Parties and to claims brought based on any cause of action, including breach of contract, tort (including negligence), statute or other legal or equitable theory. If there is a law that limits how the limitation of liability in this section applies to you, our liability will be limited to the fullest extent permitted by law.

26. No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in this Agreement.

27. Our prices are set based on limitations of liability and the disclaimers of warranties in this section. You acknowledge that they will survive and apply even if found to have failed their essential purpose.

28. If you are dissatisfied with our Services or believe that you’ve been harmed by your use of our Services, you may terminate your use of our Services (as set out above). That termination is your sole and exclusive remedy (and our sole and exclusive liability) under this Agreement.

Claims and Disputes

29. The laws of the State of Montana will govern any dispute, cause of action or claim arising out of this Agreement or your use of our Services, including against any AddTraffic Party (“Dispute”), without giving effect to conflict-of-law principles.

30. You will indemnify and hold harmless the AddTraffic Parties from and against all losses, damages, penalties, liability and costs, including reasonable legal fees, of any kind or nature related to any claim against a AddTraffic Party related to: (a) Customer Content or Submitted Content; (b) your breach of this Agreement or any laws; or (c) your use of our Services or any Third-Party Services (including your breach of terms for any Third-Party Services).

31. If you breach this Agreement or violate our rights or another person’s rights, we may ask a court to stop you; if we bring a claim against you, you will reimburse us for our reasonable legal fees for that claim.

 

32. If you have any kind of Dispute with us, the exclusive means of resolving it will be by confidential, binding arbitration before a single arbitrator chosen by you and AddTraffic. You will give notice of your Dispute to us in writing. The arbitrator will have the right to accept whatever kind of evidence they think is appropriate and will have the right to make whatever award they consider fair and equitable, based on legal and equitable principles, including giving an order such as an injunction (to stop one of us from doing something) or an order that you or we pay damages to the other. The arbitrator’s award can be entered into any court that has standing in the state of Montana, and enforced in the same way as a court order if the court in the enforcing jurisdiction allows.

33. Any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. AddTraffic and you each waive any right to a trial by jury.

Miscellaneous

34. Export Compliance. You will not use or access our Services if you are located in any jurisdiction in which the provision of our Services is prohibited under U.S. or other laws (a “Prohibited Jurisdiction”) and you will not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any Canadian or U.S. government list of persons or entities prohibited from transaction with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow Authorized Users to access or use our Services in violation of any Canadian, U.S. or other export embargoes, prohibitions or restrictions; and (d) you will comply with all laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to the United States.

35. Amendment. We may change any part of this Agreement at any time by posting the revised terms on the AddTraffic website, and your use of the Services after the effective date of the updated Agreement constitutes your agreement to the updated Agreement or other terms, as applicable. It is important for you to review this Agreement before using our Services and from time to time. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and will apply to your use of the Services from that point forward.

36. Assignment. You may not assign your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity.

37. Severability. If a court finds part of this Agreement to be invalid, the rest will continue to apply with the minimum changes required to remove the invalid part.

38. Force Majeure. We will not be liable to you or any third party for any failure to perform our obligations under this Agreement if that failure results from any cause beyond our control, such as the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks or other acts of hackers; Internet or network failures or interruptions; acts of God; acts of war, terrorism, riots, civil or public disturbances; strikes, lockouts or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any governmental body or authority, including orders and judgments of courts; or if another person (including a Social Network) changes their services or terms or no longer offers their services.

39. Remedies. If we fail to enforce this Agreement, we are not waiving our right to do so. Any remedies we have under this Agreement are not exclusive of any other remedies we may have under this Agreement, at law or otherwise.

40. Notices to You: AddTraffic may give notice to you by placing a banner notice on the AddTraffic platform or AddTraffic’s website. We may also contact you or your Authorized Users through your AddTraffic account or contact information you provide, such as email or telephone or through your account on one or more Social Networks. If you fail to maintain accurate account information, such as contact information, you may not receive critical information about our Services or this Agreement.

 

41. Notices to AddTraffic: For any notice to AddTraffic that you give under or regarding this Agreement, you must notify AddTraffic by email to legal@AddTraffic.com with a duplicate copy sent via registered mail to the following address: AddTraffic, LLC, 1006 ½ Pine Street, Missoula, Montana 98562 Inc., 5 East 8th Avenue, Vancouver, British Columbia, V5T 1R6; Attention: Legal Department.

 

42. Entire Agreement. This Agreement, including the other documents referred to as applicable to the Services in this Agreement, is the entire agreement between you and AddTraffic for your use of our Services. Any prior understandings, statements or and agreements (oral or written) do not apply, including additional terms that you may present (such as terms in a unilateral notice from you to us or printed on a purchase order or any other document generated by you). This Agreement is binding on the parties and their permitted successors and assigns.