ADI

Customer Terms and Conditions Agreement

SB—Rev1: 06/10/2025

 

This is a Customer Terms and Conditions agreement for Advance Design Inc and trading as Advance Web Designer and Advance Design Interactive will be known as (“ADI”).

 

1 DEFINITIONS.

As used in this Agreement, the words “Customer” shall mean; any person, user or business entity who or which shall use the services of ADIp. The Customer does not have the authorization to bind or enter into an agreement on ADI’s behalf.

• Customer agrees that by accessing ADI and checking the checkbox agreeing to provide by all and in part of ADI Terms and Conditions Agreement (“this agreement”) is fully enforced and is consider it executed online and signed without the need for the actual signatures of both parties.
• In using or accessing ADI you agree.
  1. not to use the web sites or services for fraudulent or illegal purposes.
  2. not to “spam” others or “phish” for others’ personal information.
  3. not to create or use a false identity; (iv) not to disrupt or interfere with the security of, “deeplink”, attempts to obtain unauthorized access to or otherwise abuse, the ADI or Marketing Partner or linked websites.
  4. not to disrupt or interfere with any other user’s enjoyment of the ADI;
  5. not to use, frame or utilize framing techniques to enclose any trademarks or other proprietary information.
  6. not to use meta tags or any other “hidden text” utilizing a trademark.
  7. not to use the ADI in a manner that is defamatory, inaccurate, profane, threatening, invasive of a person’s privacy, violates any third-party proprietary rights, or is in violation of any law or regulation.
  8. SERVCES

1) ADI will provide the Customer with a written agreement with the description and cost of the work and terms and return policy. If there is no return policy, then the product or service is sold as is and it is final and there is no return policy.

1) The Customer must be in good standing with ADI and this agreement.

2) That Customer is using ADI resource in a normal and average way of other users. ADI will be the sole decider of what is normal and average usage. For example, if 1000 items and 2000 large pictures taking up a lot storage space than average user. This cases ADI reserves the right to notify the Customer that ADI deems it is above the average normal storage space by other users and ADI has the right to charge them. ADI will notify the Customer 30 days prior to starting to charge for the extra space used.

3) It is understood and agreed by the Customer that all credit card processing will be provided by ADI platform, and one other processor will allow unless agreed to in writing. ADI will make every effort to provide this credit card processing at competitive rates. In addition, it’s understood and agreed to same type arrangement with other third party’s vendor maybe it place like fulfillment of mailing checks and email service,

 

3. CUSTOMER CONDUCT.

ADI Rules and Restrictions. In connection with your use of ADI Services, you must act responsibly and exercise good judgment. Without limiting the foregoing, you will not:

• violate any local, state, provincial, national, or other law or regulation, or any order of a court.
• use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights.
• interfere with or damage ADI Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.;
• infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights.
• use our Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements.
• “stalk” or harass any other user of our Services or collect or store any information about any other user other than for purposes of transacting as an ADI
• impersonate any person or entity or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.
• use automated scripts to collect information or otherwise interact with the ADI
• advocate, encourage, or assist any third party in doing any of the foregoing.

The foregoing is merely a list of examples of prohibited conduct. ADI reserves the right to cancel a customer account or take other appropriate actions in its sole discretion in response to any inappropriate conduct, or for no reason at all.

 

4. CUSTOMER CONTENT.

• By submitting any content (including without limitation, any photograph, words, pictures, or symbols) to our Site, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, adapt, modify, sell, distribute, and promote such content in any form, in all media now known or hereinafter created and for any purpose, subject to the Privacy Policy as described within this agreement. You represent and warrant that you have sufficient rights to grant us this license.
• Content Restrictions. You are solely responsible for any content that you submit, post or transmit via our Services. You may not post or submit any content that:
  1. infringes the copyright, trademark, or other intellectual property rights of any person.
  2. is defamatory.
  3. contains nudity or sexually explicit content or is otherwise obscene.
  4. may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise.
  5. depicts individuals under 18 years of age.
  6. depicts or advocates the use of illicit drugs.
  7. makes use of offensive language or images.
  8. characterizes violence as acceptable, glamorous or desirable; or
  9. provides a link to any other websites
• Data Ownership. Any and all data you have uploaded or fill into ADI App input fields are solely your property and no rights have been granted to ADI to use the information in any way:
  1. You may import or export the data at any time.
  2. PRIVACY POLICY.

1)    The Privacy Policy of ADI is available on the ADI at           http://www.advancewebdesign.com/privacy_pilicies and is hereby incorporated by reference. You agree to abide by all terms set forth in the Privacy Policy.

 

13. TERM OF AGREEMENT.

1)    The Customer agrees pursuant to this Agreement shall continue in full force and effect from date the Customer create an account on ADI until the Customer deletes said account on ADI and ADI approves it. ADI has 30 days to approve it and if the Customer does received notification that the account is not approved it is approved. The exception to the terms is for services of Sponsor Ad. See Sec 5 -4.

 

14. AUTOMATIC RENEWAL OF AGREEMENT.

1)    Provided this Agreement has not been terminated, then this Agreement shall automatically renew itself   from year to year after the initial first year term, upon thirty (30) days written notice to the Customer. The Customer agrees that, notwithstanding the number of times this Agreement may be renewed, it is not the intention that it be construed as a contract of indefinite duration. The exception to the terms is for services of Sponsor Ad. See Sec 5 -4.

15. THIRD PARTY CONTENT.

1)    In using our Services, you may be exposed to content and information from other users or third parties (“Third-Party Content”), either at our Site or through links to third-party websites. We do not control, and shall have no responsibility for, Third-Party Content, including material that may be unlawful, misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You must evaluate the veracity of, and bear all risks associated with your exposure to Third-Party Content.

 

16. DATA SECURITY & LOSS.

• ADI will make its best effort to protect the customer’s data from loss, corruption and or hackers through the use SSL Certificate and multi-backups and other techniques. The customer agrees to hold ADI harmless from any loss or corruption of their data.
• ADI and or Customer will not knowingly give, sell and or transfer any of the customer’s data to anybody less without the express written permission of said customer. Except if the customer declares an emergency and directly shares their documents.

 

17. SHARING DOCUMENT.
18. The Customer agrees they have full right and authorization to upload and share any and all ADI information that has been scanned, picture taken or upload in its native format to their ADI secure servers.
19. The Customer agrees that they full right and authorization to share their documents and who they share the documents with may or may not be a member of the ADI organization network.
20. The customer understands and agrees to hold ADI harmless from any actions that may occur if anyone that Customer shares documents with shared with another party that was not authorized to see it.
21. The Customer agrees to any and all parts of HIPAA Laws and any other laws that may apply to uploading, storing and sharing document images about someone over or under the age of 18. In addition, Customer authorizes ADI to provide the service if authorization is need.

 

18. ASSIGNMENT.

1)    The Customer agrees that its rights and obligations under this Agreement may not be transferred or assigned by the Customer without the written consent of ADI. Any transfer of a controlling interest in Customer shall be considered an assignment. ADI reserves its full rights to transfer or assign this Agreement. This Agreement shall be binding upon and endure to the benefit of the legal representative, successors, and assignments of ADI.

 

19. COMPLIANCE WITH LAWS.

1)    Customer shall comply with all laws and regulations applicable to the ADI with respect to the conduct of business generally. Non-compliance by Customer, its employees or agents shall be considered a default under this Agreement, justifying termination.

 

20. LIMITED WARRANTY.

1)    ADI represents and warrants that ADI services are designed and developed, is involved pursuant to this Agreement, and has been designed and developed with reasonable diligence and skill. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO REPRESENTATIONS OR WARRANTIES BY EPICBIZERP, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SOFTWARE OR SERVICE OFFERED BY ADITHROUGH ADIPURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL ADIBE LIABLE FOR ANY LOSS OF BUSINESS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT.

 

21. LIMITATION OF LIABILITY.

1)    In the event that ADI is found liable for any act or omission under warranty or otherwise by a court of competent jurisdiction, the parties expressly understand and agree that ADI’s liability to respond in damages shall be limited to the return of any fees that was paid to ADI, and in no event shall ADI be liable for any special, incidental or consequential damages, including but not limited to loss of revenues and loss of profit, and ADI shall not be liable for any injury or damage    to Customer, Customer’s properties, or Customer’s employees, agents or other business invitees in anyway related to or arising out of the ADI service, its use or inability to use or its implementation.

 

22. INDEMNIFICATION.

1)    Customer will indemnify, defend and hold ADI harmless from any and all liabilities, losses, obligations, expenses (including without limitation to attorney’s fees) and costs arising in connection with any lawsuit, proceedings, or other action arising out of the operation of Customer’s business or related to any claim by a third party based, in whole or in part, on Customer’s marketing, selling, reselling, delivery, training, distribution, use, or installation related to the ADI service. The activities of any of Customer’s employees, agents of representatives will be considered activities of the Customer for purposes of this Section. ADI will have the right, but not the obligation, to assume the defense of any such lawsuit, proceeding, or action. ADI and Customer will each give the other prompt notice of any such claim, lawsuit, proceeding or action.

 

23. TAXES.

1)    The Customer understands and agrees that the Customer’s responsibility for all tax obligations and must comply with their applicable by law.

 

24. TITLE AND PROPRIETY RIGHTS.

1)    Customer agrees that ADI has and shall retain all proprietary rights including copyright privileges in and to the software, instructions, training manuals, marketing materials, operation procedures, programs, drawings, brochures, literature or any other type of written, printed, or machine-readable materials.

 

25. COVENANTS OF USER/CUSTOMER.

1)    For the purpose of protecting the proprietary interest of ADI and for the purpose of setting forth the rights and restrictions relating to acceptance of Customer to sell ADI services as granted in this Agreement, Customer covenants and agrees with ADI as follows:

1. a) Customer and Customer’s employees and agents shall protect the confidentiality of the ADI service and all information relating to the ADI service, whether provided to Customer by ADIor otherwise; and neither Customer nor any of Customer’s employees or agents shall disclose to any person, firm, Customer or corporation any information concerning the manner in which said service or software accomplishes its purpose.
2. b) Customer agrees that all ADI services and documentation of the service and all written, printed or machine readable materials, programs, drawings, instructions, and training manuals, operation procedures, brochures or literature of any type which Customer may receive from ADI with regard to the service shall remain the property of  ADI and Customer understands that such materials are loaned to Customer for the limited purpose  of facilitating the promotion and sale of the software licenses by Customer. No such materials or documentation shall be reproduced in whole or in part by Customer for any purpose whatsoever, without the prior written consent of ADI upon the expiration of the term of this Agreement or upon any breach by Customer of any of the terms of this Agreement, whichever occurs first.
3. c) Customer agrees to promptly report to ADI the existence or apparent existence of any program error or the web site in the ADI
4. d) Customer shall promptly report to ADI in writing upon its discovery of any unauthorized use or infringement of the service.
5. e) Customer shall not authorize any third party to, modify alter, reverse engineer, disassemble, or decompile any software or web site used with the service.
6. f) Customer shall provide immediately in writing any changes to the information provided to ADI in the Customer application.
7. g) Customer agrees that it may be terminated at any time if the Customer breaches this Agreement or engages in any conduct that may be deemed disreputable by ADI.
8. h) Customer agrees that entering into this Agreement does not violate or breach any other agreements Customer may have with any other person or entity.

 

26. PROTECTION OF TRADE SECRETS.

1)  Customer hereby acknowledges that in connection with this Agreement, ADI may have disclosed certain processes, devices, techniques, plans, methods and know-how which were designed and developed by ADI at great expense and over lengthy periods of time, which are secret, confidential and unique; and which constitute the exclusive property and trade secrets of ADI. ADI may disclose some of its confidential information to Customer for the sole purpose of inducing Customer to become one of ADI’s Rewards Referral Program, ADI Marketing Partner or any other entity owner in full or part the ADI has customers which is a service offered by ADI In addition, from time to time during the term of this Agreement, ADI may disclose certain processes, devices, techniques, methods, and know-how, designed and developed by ADI, which are secret, confidential, and unique; and which constitute the exclusive property trade secrets of ADI. The Customer, its agents, its successors, personal representatives and assigns shall not, at any time, without the express written consent of ADI, publish, disclose or divulge to any person, firm, or corporation, from directly or indirectly, the aforesaid confidential information and trade secrets. The Customer hereby acknowledges and agrees that in the event of any violation from any court of competent jurisdiction preliminary and permanent in junction relief as well as an equitable accounting of all profits or benefits arising out of such a violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which ADI may be entitled.

 

27. TRADEMARKS, TRADE NAMES, SERVICE MARKS, and LOGOS.

1) During the term of this Agreement, Customer shall have a limited use of the trademarks, trade names, service marks, and/or logos in connection with Customer’s promotion of the service as a qualified ADI Customer, but only in strict compliance with such license and the policies, instructions and guidelines of ADI, and the failure to do so constitutes a material breach of this Agreement allowing ADI to immediately terminate this Agreement without notice or penalty. This compliance shall include proper display of trademark notices and warnings with each use of trademark or logo (e.g. MyFileit, and 123FileIt , Epicbizerp, eProperty365 are trademarks or registered trademarks of Butcher Capital Management Corp. in the United States and other countries), and any use of such trademarks or logos shall be subject to prior approval of ADI. Customers acknowledge the exclusive right, title and interest of ADI in and to its trademarks and logos. Nothing contained in this Agreement shall be construed as conveying to Customer any right, title of interest in, or to any of ADI’s trademarks or logos other than an express right to a permissive use thereof in connection with the promotion of the ADI service.

Customers shall cooperate to the fullest extent possible with ADI or its nominee to take such actions as ADI in its sole discretion, may consider necessary to protect any of its trademarks. Customers shall fully cooperate with ADI maintaining and defending the ownership and validity of each of ADI trademarks against infringement and claims of infringement. Customers will promptly notify ADI of any infringement or unauthorized use of any ADI trademark by any third party, or any assertion by any third party that the Customer’s use of any ADI trademark constitutes infringement. ADI shall not be obligated to initiate or defend legal action with respect to any ADI trademark, and Customer shall not initiate or defend any such action itself without ADI’s prior written consent; and Customer hereby agrees and warrants that Customer will not incorporate all or any portion of any of ADI’s trademarks, trade names, service marks, or logos into Customer’s identification, corporate name, or trade names. Upon termination of this Agreement, Customer shall cease to use all trademarks and logos.

 

28. TERMINATION FOR CAUSE.

1) If either party defaults in the performance of any provision of this Agreement, then the non-defaulting party may terminate this Agreement without prior notice. Without limitation, Customer’s failure to provide proper service to customers shall be cause for termination.

2) This Agreement shall terminate, without notice, upon the institution by or against Customer of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Customer’s debts, upon Customer’s making an assignment for the benefit of creditors, upon Customer’s dissolution, or upon the sale, transfer, hypothecation or other disposition of fifty percent (50%) or more of the stock or ownership of Customer.

 

29. TERMINATION for Convenience.

1) Either ADI or Customer may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the other party.

30. EFFECT OF TERMINATION.

1) Upon termination of this Agreement for any reason, ADIs hall not be liable to Customer for, and Customer hereby expressly waives all rights to account rights, compensation, indemnities, or damages of any kind, whether on account of the loss by Customer of present or prospective profits, commissions, anticipated orders, expenditures, investments or commitments made in connection with this Agreement, goodwill created, or on account of any other reason. Upon termination of this Agreement for any reason, Customer shall deliver to ADI, within ten (10) days, the name, address, phone number, and email address of each service customer of Customer.

2) Upon termination of this Agreement for any reason whatsoever, Customer shall immediately pay ADI any and all amounts owed to ADI.

3) If, under any applicable law, Customer is entitled to any compensation upon termination for cause or the expiration of a fixed term of their Customer agreements, this Agreement shall be deemed a contract for a duration of not more than one year and shall expire upon the expiration of such one year after the initial effective date of this Agreement. To the extent any such compensation is deemed earned as a matter of law, the parties shall retroactively readjust all prices so that the prices charged to the Customer shall be increased by the amount necessary to give such compensation to the Customer as part of the overall pricing and compensation arrangements between the parties, and no additional payments shall be due to Customer from ADI.

31. SURVIVAL OF CERTAIN TERMS.

1) The all provisions shall survive the termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement.

 

32. CONSTRUCTION OF AGREEMENT.

1) This Agreement shall be governed by and constructed in accordance with the laws of the Commonwealth of Pennsylvania or state of Wyoming. In the event of litigation between the parties, ADI shall have the choice of venue and laws.

 

33. ARBITRATION.

1) The Customer and ADI agree that any and all disputes shall be handled in the state and county that ADI designates.  ADI will decide the jurisdiction and venue of any lawsuit in state and county that ADI designates. Both parties agree to try to find a mutual agreed upon Arbitrator within 60 days of written notification to settle any dispute in accordance with the agreed upon rules of Arbitrator. If the no agreement of arbitrator may file directly with the state and county that ADI designates.  Any judgment awarded by the agreed upon Arbitrator may be entered in any court having jurisdiction thereof. Arbitration shall be final and non-appealable.

 

34. DEFAULT.

1) In the event Customer shall fail to keep, observe or perform any of the terms or conditions of this Agreement, in the opinion of ADI, the license provided by this Agreement may be terminated. All of the Customer’s accounts, compensation, and commission will be transferred to ADI. Furthermore, any then pending orders of Customer may be cancelled or transferred.

 

2) ADI may also be entitled to monetary damages as well as appropriate equitable relief in accordance with the nature of breach. In the event ADI has to collect, by law or through an attorney, any sums owed, which will be entitled to twenty-five (25%) percent of said amount, as attorney’s fees, plus costs of court. Failure to enforce any provision or to require that any default hereunder be cured shall not constitute a waiver of rights nor shall it be deemed an implied amendment or modification of this Agreement.

 

35. Force Majeure.

1)Nonperformance of either party (except for payment obligations) shall be excused to the extent that performance is rendered impossible by strike, fire, flood, act of God, governmental acts, failure of suppliers or any other reason beyond the reasonable control of the non-performing party.

 

36. SEVERABILITY.

1) If any provision of this Agreement becomes or is declared by an arbitrator or court of competent jurisdiction to be illegal, unenforceable or void, this Agreement and its remaining terms shall continue in full force and effect without said provision. ADI may offer a substitute provision for negotiation in good faith which upon agreement would become a(n) binding, valid, and enforceable provision.

 

37. WAIVER OF BREACH.

1) The failure of either party to require the performance of any terms of this Agreement or the waiver of either party of any breach under this Agreement shall not prevent a subsequent enforcement of such term or be deemed a waiver for any subsequent breach.

 

38. CONFLICTS WITH PRIOR CUSTOMER AGREEMENT.

1) In the event that the parties to this Agreement have contemporaneously or previously entered into a Customer Agreement with terms inconsistent with this Customer’s Agreement, then the terms of this or the most current Customer’s Agreement shall control.

 

39. MODIFICATION.

1) This Agreement shall not be modified or changed unless in writing and signed by ADI and Customer.

 

40. POLICY AND PROCEDURE.

1) Customer agrees to follow any and all policies and procedures of the ADI Customer program which can be found online at http://www.advancewebdesign.com/Customer/PolicyAndProcedures. Customer agrees to monitor the policy and procedures.

 

41. ENTIRE AGREEMENT.

1) This Agreement sets forth the entire understanding of the parties. All understandings and agreements heretofore had between the parties hereto respecting the ADI Customer program which is the subject matter of this Agreement are merged into this Agreement. No representation or warranties have been made by any party to the other except as herein expressly set forth.

 

 

 

 

ADI and Customer agrees that this agreement may be executed fully by the Customer by either paying for the service or by clicking on the check box agreeing that you read this agreement on www.advancewebdesign.com and is fully enforceable if ADI accepts the Customer Profile.

 

(ADI)                                                                                                                    User / Customer

 

_______________________________                                                          _________________________________

 

Date ______/202_                                                                                              Date ____/202_

 

Authorized Signature                                                                                        Authorized Signature