ADTsalvation Certified Partners Program Terms and Conditions for Companies and Individuals
ADTsalvation Certified Partners Program Terms and Conditions for Companies

1. Definitions
“Company”
means any individual or organization (whether incorporated or not) which, for business purposes, creates a Company ACP Account.
“ACP”
means the ADTsalvation Certified Partner Program.
“ACP Terms”
means these terms and conditions, which govern participation in the ADTsalvation Certified Partner Program together with the Policies.

2. ACP Status
To have access to protected areas within the ADTsalvation Certified Partner Program (“ACP”) website (“ACP Application”), Company must create an account in ACP (“Company ACP Account”).

To obtain status as a “ADTsalvation Certified Partner” – rather than just access to the ACP Application — (“ACP Status”) Company must:

(a) Have a Company ACP Account;
(b) Meet the “Company Eligibility Criteria”, as assessed by ADTsalvation. The criteria are set out here (or such other URL as made available to You by ADTsalvation from time to time);
(c) Not breach these ACP Terms.
Having ACP Status entitles Company to:

(d) Have a publicly accessible page within the ACP Application which contains information about Company (“Profile Page”);
(f) Use the ACP logo set out here (“Badge”) in accordance with these ACP Terms;
in addition to having access to protected areas within the ACP Application.

3. Company ACP Account
To obtain a Company ACP Account, Company must provide the registration information requested by ADTsalvation and keep it up to date.

4. Qualified Individuals
Company can invite “Qualified Individuals” to access Company’s Company ACP Account. A “Qualified Individual” means a person who has (a) created an individual account within the ACP Application and (b) passed the ADTsalvation exams described here, and continues to maintain those qualifications in accordance with ADTsalvation’s requirements from time to time.

Company will ensure that these ACP Terms are brought to the attention of any Qualified Individual who it invites to access Company’s Company ACP Account.

Company will be liable for the acts and omissions, within the Company ACP Account, of all persons to whom it grants administrator or access rights.

5. Profile Page
Unless Company opts out using any opt out facility provided by ADTsalvation, Company authorizes ADTsalvation to make and keep the Profile Page public.

Company authorizes ADTsalvation to include in Company’s Profile Page:

(a) Information which Company has itself put into its Profile Page using the ACP Application;
(b) How long Company has been managing AdWords accounts through the ADTsalvation “My Client Center” (“MCC”) account which it has linked to its Company ACP Account in accordance with the Company Eligibility Criteria;
(c) The type of data set out here.
Once Company’s Profile Page is not public (either pursuant to ADTsalvation withdrawing Company’s ACP Status in accordance with these ACP Terms, or because Company chooses itself to opt out of having its Profile Page public), then Company agrees to:

(a) delete and disable all links that it may have created to the Profile Page;
(b) stop using the Badge or making any suggestion of association with the ACP program.
6. ACP features
ADTsalvation may make new features available to Company through the ACP Application from time to time. Some features will be labeled as trial or beta features. You agree to be contacted via E-mail to notify you of trial or beta features. Beta features are provided “as is”.

ADTsalvation may in its own discretion make AdWords vouchers available to Company through the ACP Application. Company agrees to use or distribute such vouchers only in accordance with the guidelines or terms specified by ADTsalvation.

7. Use of Badge
ADTsalvation grants Company a non-exclusive, non-transferable and non-sublicenseable license to use the Badge on Company’s website and in Company’s marketing materials subject to compliance with ADTsalvation’s brand use guidelines which may be updated by ADTsalvation from time to time, and which are located here (or such other URL as made available to You by ADTsalvation from time to time).(“Brand Guidelines”).

Company can use the Badge from the day Company meets the Company Eligibility Criteria and has to stop immediately if (a) ADTsalvation withdraws Company’s ACP Status, (b) Company’s Profile Page ceases to be published by ADTsalvation, or (c) Company enters into an agreement with ADTsalvation which is incompatible with these ACP Terms or which explicitly supersedes these ACP Terms.

All goodwill arising from the use by Company of the Badge shall belong to ADTsalvation.

8. Prohibited Practices
Company agrees to fully comply with the Policies and shall not engage in any practices or behaviour prohibited by such Policies (“Prohibited Activity”), including, without limitation:

(a) engaging in unclear, deceptive, or harassing sales practices;
(b) misrepresenting Company’s relationship with ADTsalvation;
(c) making improper guarantees to clients about ADTsalvation; or AdWords accounts; or
(d) improperly using AdWords marketing or sales material,
in each case, as more particularly described in the Third Party Policy.

If ADTsalvation considers that Company has engaged in Prohibited Practices, ADTsalvation may in addition to any other rights or remedies set out in these ACP Terms, replace Company’s Profile Page with a page stating that Company has violated the ACP guidelines.

9. Transparency
Where Company sells AdWords to its clients Company must provide each of those clients with reporting data as frequently as existing reporting, but no less than on a monthly basis, that discloses the amount of money spent by Company on AdWords inventory for that client and performance of that client’s account (at a minimum the number of clicks and impressions delivered for that client), in a reasonably prominent location. All reports must be provided in a manner consistent with existing client reporting methods (e.g., postal mail or email), and available in any online reporting system provided to clients.

Where Company sells AdWords to its clients and 80% or more of those clients spend less than $1,000 USD (or local currency equivalent) per month on AdWords, Company must also share the disclosure document located here (as may be updated from time to time by ADTsalvation) (“ADTsalvation Disclosure Notice”) with its clients. Company must position the ADTsalvation Disclosure Notice in a clearly discoverable location on Company’s website. In addition, during new sales or renewals, Company must either let clients know about the presence of the ADTsalvation Disclosure Notice on Company website, email them a soft copy, or mail them a printed copy.

10. Withdrawal of ACP Status
If Company

(a) Opts out of having its Profile Page public; or
(b) Stops fulfilling the Company Eligibility Criteria; or
(c) Breaches any of the terms of section 6 (Use of Badge); or
(d) Engages in any Misleading or Bad Practices; or
(e) Breaches any of the terms of section 9 (Transparency Requirements); or
(f) Otherwise breaches these ACP Terms,(“ACP Terms”);
then ADTsalvation reserves the right on notice (including by email) to withdraw Company’s ACP Status.

If Company’s ACP Status is withdrawn:

(i) ADTsalvation may withdraw any of the benefits set out in these ACP Terms, for example it may:
stop making Company’s Profile Page public;
block Company’s access to the ACP Application;
exclude Company from any ACP related product which lists ADTsalvation Certified Partners;
(ii) Company shall immediately:
Stop using the Badge (which includes deleting the Badge from all on-line sources and withdrawing collateral which includes the Badge);
Stop describing itself, verbally or in writing, as a ADTsalvation Certified Partner;
Delete and disable any links which it may have created to the Profile Page.
If Company stops fulfilling the Company Eligibility Criteria, ADTsalvation may in its sole discretion decide to give Company a 30 day grace period before withdrawing Company’s ACP Status.

11. Exclusion of warranties
To the fullest extent permitted by law, ADTsalvation makes no express warranties or representations with respect to ACP. In particular, ADTsalvation does not represent or warrant to Company that its use of ADTsalvation services related to ACP will be uninterrupted, timely, secure or free from error. Any implied warranties or representations are excluded to the fullest extent permitted by law.

12. Limitations of liability
(a) Nothing in the ACP Terms shall exclude or limit ADTsalvation’s liability for losses which may not be lawfully excluded or limited by applicable law.
(b) Subject to overall provision in section 12 (a) above, ADTsalvation shall not be liable to Company for:
(i) any indirect or consequential losses which may be incurred by Company. This includes any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by Company;
(ii) any loss or damage which may be incurred by Company as a result of:
(1) Any change which ADTsalvation may make to ACP or features made accessible to Company through ACP, or for any permanent or temporary cessation in the provision of either (or any features within them, such as the provision of AdWords vouchers, if any);
(2) Company’s failure to provide ADTsalvation with accurate information;
(3) Company’s failure to keep its password or account details secure and confidential and the consequent access and use of its ACP Account by another;
(4) Any fraudulent use of ACP by Company.
13. MISCELLANEOUS
(a) Governing Law and Jurisdiction; Injunctive Relief. The ACP Terms, and Company’s relationship with ADTsalvation under the ACP Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. Company and ADTsalvation agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California, USA, to resolve any legal matter arising from the ACP Terms. Notwithstanding this, Company agrees that ADTsalvation will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
(b) These ACP Terms may be modified by ADTsalvation at any time to reflect changes in how ADTsalvation makes ACP generally commercially available. The parties agree that such modification shall be binding on both parties if made by ADTsalvation in writing (including by ADTsalvation sending an e-mail or by ADTsalvation posting a message on a webpage accessible from Company’s ACP Account). Company’s continued participation in ACP after such a modification shall indicate Company’s acceptance of the modification. ADTsalvation may in its sole discretion disable or delete ACP or any account within it.
(c) The failure to require performance of any provision will not affect a party’s right to require performance at any time. Failure to enforce any provision will not constitute a waiver.
(d) The invalidity, illegality or unenforceability of any provision of the ACP Terms shall not affect or impact the continuation in force of the remainder of the ACP Terms.
(e) Company agrees to comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
(f) Any translation of the English language, Californian law ACP Terms (the “Original Terms”) is provided for convenience only and Company agrees that in the event of a conflict between the translated version and the Original Terms, the Original Terms prevail.

ADTsalvation Certified Partners Program Terms and Conditions for Individuals

1. Definitions
“ADTsalvation Exams”
means any of the various exams provided by ADTsalvation which lead to the qualifications described here.
“AIQ Terms”
means these terms which govern an individual’s participation in ACP.
“Individual” or “You”
means any person who sets up and maintains an Individual Account.
2. AIQ Status
To have access to protected areas within the ADTsalvation Partners Program (“ACP”) website (“ACP Application”), You must create an account in ACP (“Individual Account”).

To obtain status as an “Individually Qualified” person within ACP, (“AIQ Status”) — rather than just access to the ACP Application – You must:

(a) Have an Individual Account; and
(b) Meet the “IQ Criteria” as assessed by ADTsalvation. The criteria, which include taking a ADTsalvation Exam(s), are set out here (or such other URL as made available to You by ADTsalvation from time to time); and
(c) Not breach these AIQ Terms.
Having AIQ Status entitles You to:

(d) (provided this functionality is enabled by ADTsalvation as part of ACP) have a publicly accessible page within the ACP Application which contains Your qualification status and ADTsalvation Exam passes, as well as information provided by You (“Profile Page”);
(e) Advertise the fact that You are “Individually Qualified” in the ADTsalvation product which You qualified in;
(f) Publish on Your website or other marketing collateral any certificate which ADTsalvation may have presented to You when You passed Your ADTsalvation Exams;
(g) Include in Your website a link to Your Profile Page (provided Profile Pages are offered by ADTsalvation as part of ACP),
in addition to having access to protected areas within the ACP Application.

3. Individual Account
To obtain an Individual Account, You must provide the registration information requested by ADTsalvation and keep it up to date.

On obtaining an Individual Account, ADTsalvation will grant You an identification number (“Candidate ID”). You will need the Candidate Number to enter any ADTsalvation Exam. You agree to keep Your Candidate ID confidential.

4. Profile Page
Unless You opt out using any opt out facility provided by ADTsalvation, You authorize ADTsalvation to make a Profile Page for You and to keep Your Profile Page public. ADTsalvation is not obliged to keep your Profile Page public.

5. AIQ features
ADTsalvation may make new features available to You through the ACP Application from time to time. Some features will be labeled as trial or beta features. You agree to be contacted via E-mail to notify you of trial or beta features relating to ACP. Beta features are provided “as is”.

6. ADTsalvation brand features
Having AIQ Status does not entitle you to use any of ADTsalvation’s trade names, trademarks, logos and other distinctive brand features (“ADTsalvation Brand Features”) or to use any logos on any certificate which ADTsalvation may give you in relation to your ADTsalvation Exam. However, if You have AIQ Status, You are entitled to:

(a) Carry out the activities set out at d, e, f and g in section 2 above
(b) Use any certificates or logos that ADTsalvation may indicate You can use from time to time, provided You use them in accordance with ADTsalvation’s related use guidelines.
7. Withdrawal of AIQ Status
ADTsalvation reserves the right to withdraw Your AIQ Status at any time. Your AIQ Status may be withdrawn at ADTsalvation’s sole discretion for reasons which may include the fact that You:

(a) Opt out of having Your Profile Page public; or
(b) Stop fulfilling the IQ Criteria; or
(c) Interact fraudulently with AIQ, including by asking any third party to take a ADTsalvation Exam using Your Candidate ID; or
(d) Allow Your ADTsalvation Exams to expire without renewing them in the manner specified by ADTsalvation from time to time; or
(e) Breach these AIQ Terms.
If Your AIQ Status is withdrawn:

(i) ADTsalvation may withdraw any of the benefits set out in these AIQ Terms, for example it may:
stop making Your Profile Page public;
block Your access to the ACP Application;
exclude You from any ACP related product which lists ADTsalvation Qualified Individuals (if any);
(ii) You shall immediately stop the activities set out at d, e, f and g in section 2 above;
If You stop fulfilling the IQ Criteria, ADTsalvation may in its sole discretion decide to give You a 30 day grace period before withdrawing Your AIQ Status.

8. Association with a company
(a) Companies with a ACP account may from time to time invite You to be associated with their ACP account (“Inviting Company”). If You accept Inviting Company’s invitation You agree to:
(i) Inform Inviting Company in the event that You lose any qualification you obtained by taking a ADTsalvation Exam, if that ADTsalvation Exam is associated with Your Individual Account;
(ii) Allow Inviting Company to derive credits from the ADTsalvation Exam(s) which You pass;
(iii) Have Your Profile Page (if one exists) associated with the ACP profile of the Inviting Company;
(iv) Allow ADTsalvation to include in Your Profile Page (if any) the status of any Inviting Company whose invite You accept;
(v) Allow ADTsalvation to share with the Inviting Company information regarding any qualification You obtain or have obtained by taking a ADTsalvation Exam, if that ADTsalvation Exam is associated with Your Individual Account;
(vi) Read and act in compliance with the terms and conditions which Inviting Company accepted when they signed up for a Company account in ACP (“ACP Terms”);
(vii) Keep confidential any information which You learn about Inviting Company or its clients through Your association with them through ACP (unless otherwise agreed between You and Inviting Company).
9. Exclusion of warranties
To the fullest extent permitted by law, ADTsalvation makes no express warranties or representations with respect to AIQ. In particular, ADTsalvation does not represent or warrant to You that Your use of ADTsalvation services related to AIQ will be uninterrupted, timely, secure or free from error. Any implied warranties or representations are excluded to the fullest extent permitted by law.

10. Limitations of liability
(a) Nothing in the AIQ Terms shall exclude or limit ADTsalvation’s liability for losses which may not be lawfully excluded or limited by applicable law.
(b) Subject to overall provision in section 10 (a) above, ADTsalvation shall not be liable to You for:
(i) any indirect or consequential losses which may be incurred by You. This includes any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by You;
(ii) any loss or damage which may be incurred by You as a result of:
(1) Any change which ADTsalvation may make to AIQ or features made accessible to Company through AIQ, or for any permanent or temporary cessation in the provision of either (or any features within them, such as the provision of AdWords vouchers, if any);
(2) Your failure to provide ADTsalvation with accurate information;
(3) Your failure to keep Your Individual Account password or account details secure and confidential and the consequent access and use of Your Individual Account by another;
(4) Any fraudulent use of AIQ by You.
11. MISCELLANEOUS
(a) Governing Law and Jurisdiction; Injunctive Relief. The AIQ Terms, and Your relationship with ADTsalvation under the AIQ Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. You and ADTsalvation agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California, USA, to resolve any legal matter arising from the AIQ Terms. Notwithstanding this, You agree that ADTsalvation will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
(b) These AIQ Terms may be modified by ADTsalvation at any time to reflect changes in how ADTsalvation makes AIQ generally commercially available. The parties agree that such modification shall be binding on both parties if made by ADTsalvation in writing (including by ADTsalvation sending an e-mail or by ADTsalvation posting a message on a webpage accessible from Your Individual AIQ Account). Your continued participation in AIQ after such a modification shall indicate Your acceptance of the modification. ADTsalvation may in its sole discretion disable or delete ACP or AIQ or any account within either program.
(c) The failure to require performance of any provision will not affect a party’s right to require performance at any time. Failure to enforce any provision will not constitute a waiver.
(d) The invalidity, illegality or unenforceability of any provision of the AIQ Terms shall not affect or impact the continuation in force of the remainder of the AIQ Terms.
(e) Residents and nationals of Iran, Syria, Cuba, Sudan, North Korea and Myanmar (Burma), and other persons and entities restricted by U.S. export controls and sanctions programs are not eligible to participate.
(f) Any translation of the English language, Californian law AIQ Terms (the “Original Terms”) is provided for convenience only and You agree that in the event of a conflict between the translated version and the Original Terms, the Original Terms prevail.