AdHui

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AdHui Service Agreement


Customer desires to use, and AdHui.com LLC. ("AdHui") desires to provide to Customer, subject to the terms and conditions set forth in the Agreement, the services set forth on the Order Form (the "Services"). The following terms, the Order Form, any Change Order and Terms of Use for customers available at www.adHui.com/terms are collectively referred to as the ?Agreement?. This Agreement becomes effective on the date AdHui receives an executed version of the Order Form (the ?Effective Date?). In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and AdHui agree to the following terms and conditions that shall apply to Customer?s use of the Services and to any content submitted by Customer hereunder (the "Customer Content").


1. AdHui. AdHui will create advertisements, based on the Customer Content, with information about Customer?s business (the ?Ads?). The ?Go-Live Date? is the date that Customer is active and its Ads are being distributed over the Distribution Network. The Distribution Network is the network of advertising channels, including all forms of media, applications, and devices, through which AdHui distributes the Ads.

2. STANDARD ADVERSITE AND CUSTOM ADVERSITE. The Services may include a standard adverSite or a custom adverSite (each, an ?adverSite?). AdHui will register and administer the adverSite URL on behalf of Customer and the adverSite URL cannot be used, reproduced, or copied by or behalf of Customer without AdHui?s prior written consent. Upon termination, the URL will be transferred to Customer upon Customer?s request.

3. OWNERSHIP. Customer owns the Customer Content, and Customer agrees that the Customer Content will be accurate information about Customer?s business that does not violate the rights of any third party. AdHui has the right to exclude any Customer Content from the adverSite or the Ads. AdHui owns any content or technology it provides to Customer. AdHui may use any data generated from visits to the adverSite and may disclose this data for any purpose on an anonymous basis; provided that AdHui does not own the leads generated through the adverSite and will not sell or redistribute those leads without Customer?s written consent.

4. LICENSE. Customer hereby grants AdHui a non-exclusive, worldwide, transferable, right and license to (a) use, reproduce, distribute, modify, perform and display the Customer Content (or any portions thereof) in connection with providing the Services, (b) use Customer?s name and logo in connection with the Ads, (c) distribute the Ads over the Distribution Network and (d) list, represent, register or establish accounts or keywords in connection with distribution of the Ads, and Customer is solely responsible for the acquisition of any and all third party clearances, permissions and licenses that are necessary in connection with AdHui?s exercise of such license. AdHui will not be liable for any failure to provide the Services due to technological failures or any cause outside the control of AdHui. Customer shall have absolutely no recourse against AdHui or its designees for any alleged or actual infringement of Customer?s proprietary rights by third parties or for loss or harm due to unauthorized use of Customer?s Ads by third parties.

5. PAYMENT. Customer will pay AdHui all amounts due under this Agreement, including all amounts set forth on the Order Form, and Customer hereby authorizes AdHui to charge the credit card or other payment method provided. The Setup Fee and the first month's (and the second month's, if Customer?s Monthly Ad Budget is less than $750) Monthly Ad Budget and Monthly Management Fee are due, and will be charged, on the Effective Date. All amounts due are automatically charged, in advance, and are not refundable. Customer?s Monthly Ad Budget will be charged as a result of clicks, calls or other placement or advertising services in connection with distribution of Customer?s Ads through the Distribution Network. Monthly overspend will not exceed 10% of the Monthly Ad Budget. Any balance of Customer's Monthly Ad Budget at the end of the month, positive or negative, will be rolled over to the next month. Customer acknowledges that click-through, call-through and other rates and charges arising from Customer?s Ads on the Distribution Network are subject to change over time, without notice. If AdHui does not receive timely payment of any amount due under this Agreement, Customer agrees to pay all amounts due on the account upon demand and will reimburse AdHui for all charges and fees AdHui incurs in collecting payment.

6. TERMINATION; CANCELLATION. This Agreement shall remain in effect during the Term set forth on the Order Form (the ?Term?) and will continue month to month thereafter unless terminated or cancelled as follows. (A) By Customer: Except during the Term, Customer may terminate this Agreement or cancel any of the Services, and will be charged for any outstanding amounts due at the time of such termination or cancellation. Any termination by Customer must be in writing and signed by an authorized representative of Customer and faxed to e-mailed to support@AdHui.com. If Customer cancels its AdHui Services, Customer may (i) request for AdHui to continue to host the adverSite and Customer will continue to pay the Monthly Management Fee or (ii) transfer the adverSite to another registrar provided that Customer has paid all amounts due to AdHui under this Agreement. (B) By AdHui: If Customer breaches any provision of this Agreement, AdHui will notify Customer of such breach, and AdHui may suspend or terminate Customer?s Services. If such breach is capable of being cured, Customer will have 10 days to cure such breach; provided that AdHui is not required to provide an opportunity to cure if Customer subsequently commits the same breach. If such breach cannot be cured or is not cured within the cure period, if any, AdHui may terminate this Agreement and/or pursue all other available remedies, including recovery from Customer of AdHui?s costs and attorneys fees incurred in pursuing such remedies. Notwithstanding the foregoing, AdHui may terminate this Agreement or cease providing any of the Services in its discretion, with a refund only of any prepaid but unused fees.

7. INDEMNIFICATION. Customer agrees to indemnify and hold harmless AdHui, its successors, officers, directors, employees, designees and agents (the ?Indemnified Parties?) from and against any and all claims, actions, demands, costs, losses liabilities, penalties, damages and expenses (including reasonable legal and accounting fees) (?Claims?) arising or resulting from the Customer Content, Customer?s use of the Services or violation (or alleged violation) of its obligations hereunder. If Customer is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (?HIPAA?), Customer waives any claims it may have against AdHui arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless the Indemnified Parties against any and all Claims that are related to or arise out of failure to comply with HIPAA requirements.

8. DISCLAIMERS. THE SERVICES AND DISTRIBUTION NETWORK ARE PROVIDED ON AN "AS IS" BASIS, AND AdHui MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF. RECORDED CUSTOMER CALLS MAY NOT BE PRIVILEGED UNDER THE LAW.

9. LIMITATIONS. AdHui WILL NOT BE LIABLE TO CUSTOMER (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM CUSTOMER?S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER AdHui WAS ADVISED, HAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY THEREOF. IN ANY EVENT, AdHui?S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO AdHui HEREUNDER WITHIN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

10. GENERAL. This Agreement (a) shall be governed by the laws of the State of Hawaii (other than the conflicts of laws provisions thereof) and Customer hereby consents to the jurisdiction of the Federal or state courts in Oahu County, and waives any jurisdictional, venue or inconvenient forum objections thereto, (b) may be amended only by a writing signed by both parties and (c) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties with respect to the subject matter hereof. The parties' rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns. These terms shall be severable and construed to the extent of their enforceability in light of the parties' mutual intent. Customer expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Customer in relation to the Services shall be of no effect and may be accepted for administrative convenience only.

11. ELECTRONIC CONTRACT. The following provision applies in the event the Agreement is accepted electronically. This Agreement is an electronic contract that sets out the legally binding terms of Customer?s use of the Services. Customer indicates its acceptance of this Agreement by clicking on the "Accept" button. This action creates an electronic signature that has the same legal force and effect as a handwritten signature on a written contract under any applicable law or regulation, and is equally binding. By clicking on the "Accept" button, you acknowledge reading and accepting the terms and conditions of this Agreement and you represent, warrant and agree that you have the power, authority and legal right to enter into this agreement on behalf of Customer.