Adsum Partners, LLC provides Subscription Services that allows Clients to leverage 3^rd party support for website hosting, web development, design, and/or continuous maintenance and support.

By paying each invoice, the Client has accepted the Website Subscription Services Agreement, which governs the use of our Website Subscription Services. As used in this Agreement, “our service” or “the service” means the service provided by Adsum Partners, LLC for Website hosting, development and/or design associated with our service and as designated in the Client’s invoice. References to ‘Client’ in this Agreement indicates the entity and individual whose payment method is charged.

THE CLIENT AGREES TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 5 TO RESOLVE ANY DISPUTES WITH ADSUM PARTNERS, LLC.

Subscription Service(s). The Subscription Service(s) will continue and automatically renew until terminated. To use the subscription service(s) the Client must provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through the account with a third party. The Client must cancel its subscription service(s) before it renews in order to avoid billing of the subscription service(s) fees for the next billing cycle to the Payment Method (see “Cancellation” below).

Promotional Offers. We may from time to time offer special promotional offers (“Offers”). Offer eligibility is determined by Adsum Partners, LLC at its sole discretion and we reserve the right to revoke an Offer and put the Client’s account on hold in the event that we determine a Client is not eligible.

Billing and Cancellation

Billing Cycle: The monthly fee for the service(s) and any other charges the Client may incur in connection with the use of the service(s), such as potential one-time fees and possible transaction fees as noted in the Client’s invoices, will be charged to the Payment Method on the specific payment date indicated on the invoice. Monthly fees are fully earned upon payment. In some cases the payment date may change, for example if the Payment Method has not successfully settled, when the Client changes its subscription plan or if the paid subscription service(s) began on a day not contained in a given month. We will authorize the Client’s Payment Method in anticipation of service(s) or service-related charges through various methods, including authorizing it up to approximately one month of service(s) as soon as the Client registers.

Taxes: All fees payable by Client under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on such amounts. Adsum Partners LLC shall be responsible for any taxes imposed on, or with respect to its income, revenues, gross receipts, personnel, or real or personal property, or other assets.

Payment Methods: To use the Adsum Partners, LLC service(s) the Client must provide one or more Payment Methods. The Client authorizes us to charge any Payment Method associated to the account in case the primary Payment Method is declined or no longer available to us for payment of the subscription fee(s). The Client remains responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and the Client does not cancel its account, we will suspend access to the service(s) until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method. Check with your Payment Method service provider for details.

Late Payments: In the unusual circumstances in which Client has defaulted on payment and services are still ongoing, the Client shall pay interest on all late payments, which payment shall be considered late 5 days past renewal date, calculated daily and compounded monthly at the lesser of the rate of 10% per month or the highest rate permissible under applicable law. Client shall also reimburse Adsum Partners LLC for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

Updating Payment Methods: The Client can update its Payment Methods with each Invoice. We may also update the Client’s Payment Methods using information provided by the Client or the payment service providers. Following any update, the Client authorizes us to continue to charge the applicable Payment Method(s).

Cancellation: The Client may cancel its subscription service(s) at any time, and it will continue to have access to the service(s) through the end of the current billing period. To cancel, please email, Sales@Adsum-Partners.com. If the Client cancels its service(s), the account will automatically close at the end of the current billing period.

Changes to the Price and Subscription Plans: We may change our subscription service(s) and the price of our service(s) from time to time; however, any price changes or changes to the Clients then current subscription service(s) will apply no earlier than 30 days following notice to the Client. If the Client does not wish to accept the price change or change to the subscription service(s), it may cancel the subscription(s) before the change takes effect.

No Refunds: Payments are nonrefundable and there are no refunds or credits for partially used subscription service(s) periods. Following any cancellation, however, the Client will continue to have access to the service(s) through the end of the current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our clients (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle the Client to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Disclaimers of Warranties and Limitations on Liability

1. THE ADSUM PARTNERS, LLC SERVICE(S) AND ALL CONTENT ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICE(S), ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ADSUM PARTNERS, LLC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE USE OF THE SERVICE(S) WILL BE ERROR-FREE.
2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL ADSUM PARTNERS, LLC, OR ITS OFFICERS, EMPLOYEES, CONTRACTORS, OR VENDORS BE LIABLE (JOINTLY OR SEVERALLY) TO THE CLIENT FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.
3. IN NO EVENT WILL ADSUM PARTNERS LLC BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO THE CLIENT.

Arbitration Agreement

1. The Client and Adsum Partners, LLC agree that any dispute, claim or controversy arising out of or relating in any way to the service(s), this Agreement, and this Arbitration Agreement, shall be determined by binding arbitration. The U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that the Client and Adsum Partners, LLC are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of the Client’s service(s).
2. If the Client elects to seek arbitration, it must first send to Adsum Partners, LLC, by certified mail, a written Notice of the claim (“Notice”). The Notice to Adsum Partners, LLC must be addressed to: Adsum Partners, LLC, 172 Newbury St, 5^th Floor, Boston, MA, 02116 (“Notice Address”). If Adsum Partners, LLC initiates arbitration, it will send a written Notice to the email address used for the subscription service(s). A Notice, whether sent by the Client or by Adsum Partners, LLC, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Adsum Partners, LLC and the Client do not reach an agreement to resolve the claim within 30 days after the Notice is received, the Client or Adsum Partners, LLC may commence an arbitration proceeding.
3. The arbitration will be governed by the Consumer Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Adsum Partners, LLC and the Client agree otherwise, any arbitration hearings will take place in Boston, MA, Suffolk County. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law.
4. If the claim is for US$10,000 or less, we agree that the Client may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
5. THE CLIENT AND ADSUM PARTNERS, LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both the Client and Adsum Partners, LLC agree otherwise, the arbitrator may not consolidate more than one person’s claims with the Client’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Miscellaneous

1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A. without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that the Client may be entitled to under the mandatory laws of its state.
2. Feedback. Adsum Partners, LLC is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication the Client may send to us (“Feedback”), including responses to questionnaires, worldwide and in perpetuity without further compensation, acknowledgement or payment to the Client for any purpose whatsoever including, but not limited to, developing, manufacturing products and creating, modifying or improving the service(s). In addition, the Client agrees not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law.
3. Customer Support. To find more information about our service(s) and its features, or if assistance is needed, please email Sales@Adsum-Partners.com. Support is available Monday-Friday from 9 AM to 6 PM Eastern Standard Time. Please allow up to 24 hours for a response. Support requests made on a holiday, a weekend, or a Friday may not be addressed until the following business day.
4. Survival. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
5. Changes to Terms of Use and Assignment. Adsum Partners, LLC may, from time to time, change this Agreement. Such revisions shall be effective immediately; provided however, for existing subscribers, such revisions shall, unless otherwise stated, be effective 30 days after posting. We may assign our agreement to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable service(s).
6. Communication Preferences. We will send the Client information relating to its account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to the email address provided during registration. The Client agrees that any notices, agreements, disclosures or other communications that we send electronically will satisfy any legal communication requirements, including that such communications be in writing.
7. Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Adsum Partners LLC is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.