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ADONALLY TERMS OF SERVICE

These Terms of Service (including the Client Presentation, as defined below) constitute the entire agreement (this "Agreement") between the Adonally entity specified in the Client Presentation ("Adonally") and each business (referred to individually as a "Client") executing a Client Presentation. This Agreement regulates the Client's utilization of and access to the Services (defined below). Adonally and the Client are jointly referred to as the "Parties," and individually as a "Party." With due consideration and the recognition of the adequacy of benefits, the Parties unequivocally concur as stated below:

1. SERVICES.

1.1 Service Provision and Description.

Adonally shall undertake specific marketing services as elaborated in the Client Presentation (the "Services"). As applied in this context, the term "Client Presentation" refers to the presentation carried out by the Client, coupled with any work statements, work orders, or other documents endorsed by authorized representatives of both Parties and encompassed within this Agreement, along with any subsequent amendments thereto.

1.2. Agency Representation.

The Client hereby grants Adonally the authority to act as its representative with regard to any third party involved in the provision of Services. The Client also agrees to abide by the terms and conditions of Adonally's agreement with such third party, to the extent that these terms do not contradict the Client Presentation or this Agreement. Throughout the Agreement's Term, the Client authorizes Adonally to share the Client's data with third parties to the extent necessary for performing the Services.

1.3. Approval of Advertising Materials.

Adonally holds ultimate approval authority over all advertising content and retains the discretion to decline any advertisement at its sole discretion, without the need for specific cause or explanation.

2. PRICING AND PAYMENT.

2.1. Pricing.

The Client commits to pay Adonally for its Services as outlined in the Client Presentation's pricing details. Unless specifically mentioned otherwise, all fees exclude applicable taxes. The Client shall settle all taxes imposed in relation to the Agreement, except for taxes based on Adonally's net income, corporate franchise, business license, payroll withholding, or property taxes pertaining to Adonally-owned assets. To avoid any ambiguity, if the Client requests Services through a third-party platform that Adonally cannot audit, fees will accumulate upon Adonally providing evidence of advertising placement for such services.

2.2. Payment Process.

Unless the Client Presentation states otherwise, payment for any fees stipulated herein is due within thirty (30) calendar days from the invoice date. Any undisputed amounts unpaid within thirty (30) days of invoice receipt will accrue interest at a rate of one (1%) percent per month or the maximum lawful rate, whichever is lower. This interest accumulates and is determined starting from the date when the undisputed amount was initially due. Nevertheless, Adonally reserves the right to require the Client to submit a deposit or advance payment of fees for specific services, as indicated in the Client Presentation.

3. TERM AND TERMINATION.

The duration ("Term") of this Agreement starts on the date when the Client executes the Client Presentation and continues until the completion of the advertising timeline outlined in the Client Presentation or until either Party terminates it as specified herein. In the event that the advertising schedule delineated in the Client Presentation is ongoing or set to commence, either Party holds the right to terminate this Agreement immediately through written notice if: (a) the other Party materially breaches this Agreement or the Client Presentation and fails to rectify such breach within ten (10) business days following written notice from the notifying Party; or (b) for any reason, without need for cause, with a prior written notice of thirty (30) days. Following the conclusion or termination of this Agreement, both Parties must promptly return (or, upon request, destroy) any Confidential Information of the other Party.

4. PROPRIETARY RIGHTS.

If the Services require the use of any trademark, service mark, trade dress, trade name, or logo furnished by the Client to Adonally (each referred to as a "Client Mark"), the Client hereby grants Adonally and Adonally's designees the privilege to utilize the Client Marks in connection with the provision of the Services. This includes the potential incorporation of one or more Client Marks in any context associated with the Services. Any utilization of Client Marks in accordance with this Agreement exclusively serves the Client's interests. This Agreement does not grant Adonally any entitlement to the Client Marks, their associated rights, title, or goodwill, except as explicitly outlined herein.

Unless explicitly detailed in this Agreement or the Client Presentation, neither Party's ownership rights will be altered concerning any trademarks, service marks, copyrighted material, technology, or other content developed, created, or owned by either Party prior to the Agreement's effective date ("Pre-Existing Materials"). This Agreement does not provide the Client with any ownership rights, licensing rights, or any rights of any kind (including intellectual property rights) concerning any data, technology, infrastructure, software, methods, or know-how utilized by Adonally and/or its contractors in providing Services or the data generated by Adonally during the course of providing the Services (collectively termed "Adonally Materials"). If the Client obtains any rights, title, or interest in any Adonally Materials, the Client hereby conveys, assigns, and transfers these rights to Adonally. Furthermore, Adonally will retain ownership over all digital production assets produced or provided to the Client without any charge.

Unless the applicable Client Presentation specifies otherwise, upon the complete payment of all outstanding amounts related to the Agreement, Adonally shall be considered to have assigned to the Client all rights, title, and interest held by Adonally in and to any deliverables (including intellectual property, proprietary rights, and other rights, including copyrights), except for (a) any Adonally Materials contained therein and (b) any materials or information integrated into any deliverables that are owned by third parties ("Third Party Material"). The Client's ownership and use of each deliverable remain subject to Adonally's rights concerning any Adonally Materials and the rights of the owner(s) of any Third-Party Material. For clarity, Adonally does not provide any assurances or warranties regarding the distribution or other usage of any deliverable by the Client, except as expressly described in the Client Presentation or after the expiration or termination of the Agreement. The Client must obtain all necessary permissions, clearances, licenses, rights, and make any required payments to third parties for any distribution or usage.

Until such time as the described assignment above takes effect, if ever, Adonally will maintain ownership over all deliverables and all other results and outcomes of the Services, along with all intellectual property, proprietary rights, including copyrights, therein. This ownership remains subject to the Client's ownership rights concerning its Pre-Existing Materials. Until the aforementioned assignment takes effect, if ever, this Agreement does not confer any ownership or usage rights to the Client concerning any deliverable, and the Client shall not gain any rights to any deliverable or have the right to use any deliverable.

5. CONFIDENTIALITY.

5.1. Confidential Information.

Within the context of this Agreement, both Parties may share certain information of a confidential or proprietary nature ("Confidential Information"). This encompasses but is not limited to, customer data, mailing lists, product designs, business and marketing strategies, pricing details, capabilities, specifications, solution design documents, flowcharts, presentations, and analysis reports or findings from product testing. Confidential Information also encompasses the terms and conditions of this Agreement and any other materials marked or reasonably identified as "confidential" or "proprietary."

5.2. Responsibilities.

The Party receiving Confidential Information commits to: (i) safeguard and maintain the disclosing Party's Confidential Information with the same level of care applied to protect its own similar Confidential Information, using no less than reasonable care; (ii) refrain from disclosing said Confidential Information to any third party or employing it for any purpose beyond what is expressly authorized by the disclosing Party and/or as necessary for providing the Services or fulfilling the objectives of this Agreement, or as allowed by this Agreement; and (iii) adopt all practical measures to prevent the unauthorized or unintentional disclosure of the disclosing Party's Confidential Information, including the precautions taken to protect its own proprietary information. The Client acknowledges that sharing certain Confidential Information with third parties is a necessary aspect of delivering the Services as outlined herein. If any unauthorized disclosure of Confidential Information is detected, the Party discovering it will promptly inform the other Party and take reasonable measures to prevent any further unauthorized exposure.

5.3. Injunctive Relief.

Both Parties recognize that a breach of Sections 5.1 and 5.2 by either Party could lead to irreparable damage and significant harm to the other Party, its customers, and/or partners, making it challenging to quantify. In addition to any other available remedies, the non-breaching Party holds the right to seek immediate injunctive relief for any breach of Sections 5.1 or 5.2, without being obligated to provide a bond.

5.4. Required Disclosure.

Should a Party be legally compelled or required to disclose Confidential Information due to a written court order, subpoena, deposition, regulatory or civil investigation demand, or similar process, that Party must: (i) unless prohibited by Applicable Law, promptly inform the other Party in writing and offer reasonable cooperation, including seeking a protective order; and (ii) continue to safeguard all disclosed Confidential Information even in response to the mandated disclosure.

5.5. HANDLING OF PERSONAL INFORMATION.

For the purpose of delivering the Services, it might be necessary for the Client to provide certain data, including Personal Information, from the Client's CRM or other databases to Adonally. The terms and conditions governing the handling of Personal Information are outlined in Appendix I.

6. WARRANTIES.

The Client hereby affirms and guarantees to Adonally that: (i) it possesses full authorization and capability to enter into and carry out the Agreement; (ii) the execution and delivery of the Agreement have been appropriately authorized; (iii) neither the Agreement nor the Client's fulfillment of its responsibilities herein contravenes any law, statute, or regulation, nor infringes on any other agreement or commitment it is a party to or bound by; (iv) it holds ownership or control over all rights pertaining to the Client Creative Assets and Client Marks necessary for their usage as per this Agreement. Additionally, the usage of the Client Creative Assets and Client Marks in accordance with this Agreement will not breach, infringe upon, or result in any adverse claims concerning intellectual property, proprietary rights, personal rights, or other rights of any third party, nor violate any Applicable Law; (v) it has legally acquired its Confidential Information; (vi) providing its Confidential Information to Adonally does not violate any legal stipulations or agreements with third parties; and (vii) it will adhere to the conditions outlined in this Agreement and all Applicable Law, rules, regulations, guidelines, and principles.

The Client also guarantees to Adonally that it shall refrain from employing Adonally's Services to dispatch or facilitate: (i) adult entertainment advertising, i.e., pornography; (ii) advertising for illicit gambling; (iii) advertising for any other product or service prohibited in the country or locality in which it is transmitted or received, including without limitation, those that discriminate based on race, gender, religion, or sexual orientation; (iv) the assessment of employment eligibility; (v) credit eligibility assessment; (vi) health care eligibility assessment; or (vii) insurance eligibility determination, underwriting, and pricing; (viii) the merging of Personal Information in violation of Applicable Law, rules, and regulations; or (ix) employing or linking any reports or data provided by Adonally: (1) with individuals under the age of 13; (2) to develop a similar database; or (3) to sublicense, sell, or transmit such data to others. The Client further agrees not to attempt to re-identify or reverse engineer the data received within the framework of this Agreement, whether to extract Personal Information or otherwise, from data supplied by Adonally. Adonally makes no assurances or warranties regarding the Client's use of the Services in compliance with Applicable Law, including Privacy Laws (as defined in Appendix I). The Client bears sole responsibility for ensuring that the instructions it provides to Adonally in line with this Agreement and its utilization of the Services align with Applicable Law (including Privacy Laws).

In situations where the Client employs Adonally's services for the promotion of cannabis or cannabis-related products, the Client assures that: (i) it is located in a state where cannabis is legal for medical or adult use; its business complies with the laws of that state, including any applicable licensing prerequisites; and it advertises products or services in states where selling those items or services is legal and where the Client is licensed to sell them; (ii) any advertisements the Client furnishes to Adonally for publication adhere to the laws of the states where the Client operates and where the advertisements will be displayed, including any restrictions these states impose on cannabis-related advertising; (iii) the Client acknowledges that Adonally does not assert that any advertisement it has designed for the Client aligns with state law, nor is Adonally accountable for ensuring that the Client's advertisements comply with state law; (iv) the content of the Client's advertisements does not target individuals under the age of 21, and the Client will abstain from trying to employ Adonally's services to target advertisements at individuals under the age of 21; and (v) the content of the Client's advertisements does not associate cannabis with any disease or health-related condition, nor claims or implies that cannabis is intended for the diagnosis, cure, mitigation, treatment, or prevention of any disease or health condition, or that it affects the structure or function of the body.

When the Client provides or requests Adonally to provide advertising for hemp or CBD-related products, the Client guarantees that: (i) it operates in a state where selling and advertising the products it will promote with Adonally is legal; its business adheres to that state's laws, including any applicable licensing criteria, as well as relevant federal laws; the products it sells have been legally produced, distributed, and the Client is legally authorized to distribute, market, or sell them in line with applicable federal and state laws; (ii) the CBD products the Client is advertising (if applicable) are derived from industrial hemp grown in accordance with a federal, state, or tribal program in compliance with the Agriculture Improvement Act of 2018, also known as the "2018 Farm Bill," and are properly classified as "hemp" as defined by that legislation; (iii) any advertisements the Client provides to Adonally for publication align with federal and state law, including any restrictions these states impose on hemp-CBD-related advertising; (iv) the content of the Client's advertisements is not geared towards individuals under the age of 18, and the Client will not endeavor to utilize Adonally's services to target advertisements at individuals under the age of 18; and (v) the content of the Client's advertisements does not associate hemp-CBD with any disease or health-related condition, nor claims or implies that hemp-CBD is intended for the diagnosis, cure, mitigation, treatment, or prevention of any disease or health condition, or that it affects the structure or function of the body.

UNLESS OTHERWISE INDICATED IN THIS SECTION 6, NO OTHER WARRANTIES ARE PROVIDED UNDER THIS AGREEMENT, AND ADONALLY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR, WITH RESPECT TO DATA PRODUCTS, ACCURACY, COMPLETENESS, OR CURRENTNESS. THE CLIENT RECOGNIZES THAT THE ESTIMATED IMPRESSION NUMBERS STATED IN ANY CLIENT PRESENTATION ARE ESTIMATES AND NOT GUARANTEES.

 

7. LIMITATION OF LIABILITY.

ADONALLY SHALL NOT BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF INCOME, REVENUE, PROFITS, OR GOODWILL, EXCLUDING ANY FEES PAYABLE UNDER THIS AGREEMENT), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. ADONALLY'S TOTAL LIABILITY TO THE CLIENT FOR DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY RELEVANT AMENDMENT OR CLIENT PRESENTATION SHALL BE CAPPED AT THE AMOUNT PAID TO ADONALLY BY THE CLIENT PURSUANT TO THIS AGREEMENT WITHIN THE TWELVE (12) MONTHS PRIOR TO THE INCIDENT THAT GAVE RISE TO THE LIABILITY.

8. BINDING ARBITRATION.

THE CLIENT WILL RESOLVE ANY DISPUTES ARISING FROM THIS AGREEMENT, INCLUDING DISPUTES ARISING FROM OR RELATED TO THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, THROUGH FINAL AND BINDING ARBITRATION UNDER THE ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, APPLYING NEW YORK LAW. THE LOCATION OR LEGAL VENUE FOR ARBITRATION WILL BE IN PURCHASE, NEW YORK. THE CLIENT AGREES TO ENGAGE IN ARBITRATION STRICTLY IN THEIR INDIVIDUAL CAPACITY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS. THE CLIENT EXPRESSLY WAIVES THE RIGHT TO INITIATE A CLASS ACTION OR SEEK RELIEF THROUGH A CLASS ACTION. FURTHERMORE, UNLESS OTHERWISE AGREED UPON IN WRITING BETWEEN THE CLIENT AND ADONALLY, THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS FROM MULTIPLE INDIVIDUALS AND CANNOT PRESIDE OVER A REPRESENTATIVE OR CLASS ACTION PROCEEDING. ALL ASPECTS OF ARBITRATION ARE KEPT CONFIDENTIAL. ARBITRATION DECISIONS AND AWARDS, REQUIRED TO BE FILED WITH RELEVANT COURTS OF JURISDICTION, ARE NOT SUBJECT TO CONFIDENTIALITY AND MAY BE REVEALED TO SUCH COURTS. PARTIES WHO IMPROPERLY DISCLOSE CONFIDENTIAL INFORMATION MAY FACE SANCTIONS. THE ARBITRATOR AND THE FORUM MAY DISCLOSE CASE FILINGS, DISPOSITIONS, AND OTHER CASE-RELATED INFORMATION AS MANDATED BY A COURT ORDER FROM A PROPER JURISDICTION.

9. LIMITATION ON TIME TO FILE CLAIMS.

ANY CAUSE OF ACTION OR CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT MUST BE INITIATED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ARISES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM WILL BE PERMANENTLY BARRED.

10. INDEMNIFICATION.

The Client agrees to indemnify, defend, and hold harmless Adonally, its affiliated corporations, and their respective officers, directors, agents, employees, members, agents, and representatives ("Indemnified Parties") from and against all liabilities, judgments, awards, damages, settlements, penalties, fines, costs, and expenses (including, without limitation, attorneys' fees), the expenses of enforcing any indemnification rights under this Agreement, and the expenses of pursuing any insurance providers. This indemnification is arising from any claim or action brought by a third party against the Indemnified Parties alleging or arising from: (i) the Client's breach of this Agreement or failure to adhere to any Applicable Laws; (ii) the Client's misappropriation or misuse of Adonally's Confidential Information or Adonally's Materials; (iii) Adonally's use of any Client data or other tangible or intangible materials used or accessed at the Client's direction in furtherance of providing the Services; or (iv) the Client's gross negligence or willful misconduct. In the event of a dispute arising from the terms of this Agreement or the Client Presentation, the Party prevailing in such dispute shall be entitled to recover from the other Party all costs incurred in such dispute, including reasonable attorneys' fees.

 

11. MISCELLANEOUS.

This Agreement is governed by the laws of Texas without regard to its choice of law principles. In case of conflicting provisions between this Agreement and the Client Presentation, the terms of this Agreement shall take precedence unless explicitly stated otherwise in the Client Presentation. The Agreement and the Client Presentation can only be amended in writing. If any provision of this Agreement or the Client Presentation is held to be invalid or unenforceable for any reason, it shall not affect the validity of the remaining provisions. Failure or delay by either Party in exercising any right hereunder shall not constitute a waiver of such right. The Client may not assign its rights or obligations hereunder without the prior written consent of Adonally, which shall not be unreasonably withheld or delayed. Adonally shall have the right to delegate and/or subcontract any of its obligations under this Agreement to third parties. Except as expressly stated herein, there are no intended third-party beneficiaries of this Agreement. If the performance of any obligation under this Agreement is prevented or hindered by reasons such as fire, casualty, accident, strike, labor disputes, war, violence, law, proclamation, regulation, or requirement of a government agency, or another act or condition beyond a Party's reasonable control, that Party shall be excused from such performance during such occurrence after giving prompt notice to the other Party. Except for communications made in the normal course of the Services, any required notice or communication shall be in writing and sent to the mailing address below for Adonally, and the mailing address provided by each Client for such Client, sent by certified United States mail with return receipt requested, or by a nationwide overnight courier delivery service. Any provision in this Agreement that envisions performance or observance after the termination or expiration of this Agreement, including all provisions regarding confidentiality, limitation on liabilities, and indemnification, shall survive any termination or expiration of this Agreement and remain in full force and effect. If no specific Adonally entity is mentioned in the Client Presentation, then for the purposes of this Agreement, "Adonally" shall refer to Adonally Media, Inc. The Agreement, combined with the Client Presentation, constitutes the complete agreement between the Parties concerning the subject matter herein.

APPENDIX I

  1. Definitions

"Privacy Laws" encompass all federal, state, provincial, and local regulations, rules, laws, and other government mandates applicable to Adonally's provision of Services to the Client concerning privacy or security of Personal Information. This includes statutes like the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020) and equivalent state privacy laws. "Controller" signifies the entity that decides the purposes and methods of Processing Personal Information. The term "Controller" encompasses "Controller" and "Business" as outlined in Privacy Laws. "Personal Information" pertains to information relating, directly or indirectly, to a natural person or household, which Adonally Processes on behalf of the Client for the purpose of providing Services. "Process" or "Processing" signifies any action or set of actions carried out on Personal Information or sets of Personal Information, regardless of whether it's automated. This includes collection, utilization, storage, disclosure, analysis, deletion, or alteration of Personal Information. "Processor" refers to the entity that Processes Personal Information on behalf of the Controller. "Processor" includes terms such as "Processor" and "Service Provider" as defined in Privacy Laws.

The following terms inherit the definitions provided in Privacy Laws: "Sell," "Share," "Targeted Advertising," and "Consumer."

2. Adonally's Handling of Personal Information

When delivering the Services, Adonally assumes the role of a Processor on behalf of the Client. The specifics of this data processing are outlined below:

  • Adonally conducts the processing of Personal Information according to the instructions provided by the Client, as detailed in the Agreement and the Client Presentation.

  • The purpose and nature of Adonally's processing activities revolve around the execution of the Services stipulated in the Agreement and the Client Presentation.

  • The categories of Personal Information that Adonally processes include, but are not limited to, names, email addresses, device identifiers, cookie identifiers, browsing history, and information related to preferences and interests.

  • The duration during which Adonally processes Personal Information is aligned with the term of the Agreement.

In compliance with this arrangement, Adonally is restricted from:

  • Selling or Sharing Personal Information.

  • Using or disclosing Personal Information for any purpose other than those necessary for the provision of Services as outlined in the Agreement.

  • Utilizing or revealing Personal Information beyond the direct business relationship established between the Client and Adonally.

  • Merging Personal Information with data received from or on behalf of other entities, or data collected through Adonally's interactions with consumers, except where permitted by Privacy Laws.

By acknowledging this Appendix I, Adonally affirms its understanding of the imposed limitations and commits to adhere to them.

Adonally retains the option to engage subcontractors for the purpose of executing the Services. Adonally shall provide the Client with an opportunity to express reasonable objections, as required by Privacy Laws, to the involvement of any new subcontractor based on data protection concerns. In cases where such objections arise, Adonally will exercise its discretion to either proceed with the Services without the contested subcontractor or engage in good faith negotiations with the Client to address the objection.

Throughout the performance of the Services, Adonally takes measures to ensure the security of Personal Information, including:

  • Compliance with relevant Privacy Laws.

  • The application of privacy protection standards that are consistent with those demanded by Privacy Laws in relation to Personal Information.

  • Mandating that its personnel handling Personal Information adhere to a strict duty of confidentiality regarding such information.

Adonally commits to promptly notifying the Client if it determines that it can no longer fulfill its obligations under Privacy Laws. In such instances, Adonally will facilitate appropriate steps for the cessation and rectification of any unauthorized Processing of Personal Information.

In accordance with Privacy Laws, Adonally is prepared to accommodate and cooperate with reasonable assessments conducted by the Client, its designated assessor, or an assessor qualified by Adonally. Such assessments will evaluate Adonally's policies, as well as its technical and organizational measures that support its Privacy Law obligations. Assessments will occur with a minimum of thirty (30) days' advance written notice to Adonally, once during each twelve-month period, during regular business hours without disrupting Adonally's operations, and based on mutually agreed terms in writing. Any findings or reports generated during these assessments are considered confidential information of Adonally. If an assessment is carried out by the Client's designated assessor, such assessor will be bound by an appropriate duty of confidentiality towards Adonally. If Adonally engages its own assessor, it will furnish the Client with a reasonable summary of the assessment upon request.

Subject to Section 3(e) below, Adonally will strive to offer reasonable support to the Client in facilitating compliance with consumer requests made under Privacy Laws.

3. Client's Provision of Personal Information to Adonally

In relation to any Personal Information shared, provided, or otherwise communicated to Adonally, the Client affirms and guarantees the following:

  • The Client possesses the necessary authority and has duly provided any essential notifications and obtained all requisite consents to employ such Personal Information in line with the provisions set out in this Agreement and the Client Presentation. Additionally, the Client ensures that, during the acquisition or collection of such Personal Information, no breach of the law, applicable regulations, self-regulatory guidelines (e.g., those laid out by the DAA), or the rights of third parties occurred.

  • The Client is vested with the necessary authority and has effectively supplied any requisite notifications and obtained all necessary consents to reveal such Personal Information to Adonally, and to authorize Adonally's utilization and disclosure of such data to third parties, as necessitated to fulfill the objectives of this Agreement and the Client Presentation.

The Client refrains from providing instructions to Adonally that involve the Processing or any other action concerning Personal Information if the Client is aware or should reasonably be aware that such instructions would contravene an Applicable Law, Adonally's publicly accessible privacy policies, the Client's own privacy policies, or any other publicly accessible privacy policies or notification and disclosure statements pursuant to which the collection of said Personal Information took place.

The Client is obligated to encrypt any Personal Information using encryption methods adhering to industry standards before transmitting such information to Adonally through public networks or physical media.

The Client shall abstain from divulging, making available, or otherwise communicating to Adonally any of the subsequent forms of information, collectively referred to as "Prohibited Data":

  1. Government-issued identification numbers.

  2. Financial or customer account numbers (including credit/debit card details), except when essential for rendering payment for the Services.

  3. Any Personal Information categorized as "sensitive information" or "special categories of data" under Privacy Laws.

  4. Information about health or medical conditions, including Protected Health Information as defined in 45 CFR 160.103.

  5. Biometric data.

  6. Maiden name of an individual's mother.

  7. Digital signatures.

  8. Complete date of birth.

  9. Any amalgamation of data that could grant access to an individual's online account.

  10. Any data linked to an individual's status as a person under the age of thirteen (13).

In scenarios where the Client transfers Prohibited Data to Adonally, the Client is obligated to promptly notify Adonally. This notification should include relevant details such as the date, time, and other pertinent information concerning the transfer.

The Client is prohibited from revealing, transferring, making accessible, or otherwise communicating to Adonally the Personal Information of a Consumer who has exercised their right under Privacy Laws to decline the Sale or Sharing of their Personal Information, or the Processing of their Personal Information for the purposes of Targeted Advertising.

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