Terms & Conditions

BY SIGNING UP AND MAKING THE FIRST PAYMENT AS PART OF THE ORDERING PROCESS THAT REFERS TO THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF ADCLICKS’ ONLINE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OF THE ADCLICKS PLATFORM AND THE FEATURES AND FUNCTIONALITY CONTAINED THEREIN (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.

Subject to the terms of this Agreement, AdClicks will provide You with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, and/or use of, the Service shall be deemed to be Your agreement to abide by this Agreement including any materials available on the AdClicks website incorporated by reference herein, including but not limited to AdClicks’ privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. AdClicks offers multiple services with products within the Site. This Agreement governs all products and services offered by AdClicks.

1. Privacy & Security; Disclosure

AdClicks’ privacy and security policies may be viewed online on the AdClicks website (the “Site”). AdClicks reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Non-AdClicks clients who receive communications may “opt out” of receiving future marketing and other communications from AdClicks. AdClicks clients and partners will not have the option of opting out of all business communications from AdClicks, including administrative messages, service announcements, and messages regarding the terms and conditions of their account, unless they terminate their account with AdClicks in accordance with the terms of this Agreement. AdClicks reserves the right to disclose who its clients and partners are, including disclosure on the Site and in its marketing materials.

2. License Grant & Restrictions

2.1. During the Subscription Term and subject to the terms and conditions of the Agreement, AdClicks grants You a worldwide, non-transferable, non-assignable (except to the extent allowed under this Agreement), non-sublicensable, and non-exclusive right to access and use the Service, AdClicks Data (if applicable), and Reports generated through Your use of the Service solely for You and Your users, to the benefit of Your clients, unless otherwise expressly allowed in this Agreement or a written agreement signed by authorized representatives of the parties All rights not expressly granted to You are reserved by AdClicks and its licensors.

2.2. Except as expressly authorized under this Agreement, You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party (other than Users) the Service, Reports, or the AdClicks Data in any way; (b) modify or make derivative works based upon the Service or the AdClicks Data; (c) copy, frame, or mirror any part or content of the Service, other than copying or framing on Your own intranet, for Your own internal business purposes, or for sharing Reports with Users, Your clients, and other permitted third parties for business purposes; (d) decompile, disassemble, translate, reverse engineer, or otherwise attempt to derive source code or specific data from the Service, in whole or in part, nor will You use any mechanical, electronic, or other method to trace, decompile, disassemble, or identify the source code of, or specific data available through the Service or encourage or permit others to do so (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (e) access or use the Service to (i) develop or improve a competitive product or service, or (ii) copy any features, functions, content, format, graphics, modules, algorithms, arrangement, method of organization, method of interaction, or other design of the Service for Yourself, Users, Your clients, or another third party; (f) use the Service to store or transmit infringing, libelous, or other unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (g) store or transmit virus, malware, or other malicious or harmful code or files through the Service; (h) interfere with or disrupt the integrity or performance of the Service; (i) attempt to gain unauthorized access to the Service or their related systems or networks; or (j) disclose the results of any internal benchmarking or other internal performance testing of the Service to a third party without AdClicks’ prior written consent.

2.3. During the Subscription Term, AdClicks will provide You access to, and use of, the Service in accordance with the applicable Order Form by enabling an account for You to access through a web browser (“Account”). You may designate employees and contractors authorized by You to manage, use, and support the Account, including, the creation of usernames and passwords for Users. You are solely responsible for maintaining the status of Your Users and the confidentiality of all usernames, passwords, and other Account access information under their control. You will contact AdClicks promptly if: (a) Account information is lost, stolen, or disclosed to an unauthorized person; (b) You reasonably believe that the Account has been compromised, including, any unauthorized access, use, or disclosure of Account information; or (c) any other breach of security in relation to Your passwords, usernames, or other Account access information that may have occurred or is likely to occur. You may allow Users to access the Service and Reports if: (i) You remain responsible for compliance by each such User with all of the terms and conditions of this Agreement; and (ii) any use of the Service by each such User is solely for the benefit of You. Sharing of the Service outside Your organization is never allowed. The proper assignment of username and passwords for the Service and adherence to all terms of this Agreement and Order Form are Your sole responsibility. Usernames and passwords may not be shared by more than one individual, and may not be transferred from one individual to another unless the original User no longer requires, and is no longer permitted, access to the Service. AdClicks shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances.

3. Your Responsibilities

You are responsible for all activity occurring under Your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (a) use reasonable efforts to prevent unauthorized access to, or use of, the Services through all Your User accounts, and notify AdClicks immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (b) report to AdClicks immediately and use best efforts to stop immediately any copying or distribution of AdClicks Data that is known or suspected by You or Your Users; (c) not impersonate another AdClicks User or provide false identity information to gain access to or use the Service; (d) not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (e) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; (f) not collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations and be solely responsible for the accuracy and legality of Your Data, the means by which You acquired Your Data (including, collecting any required consents), and ensuring that Your use of Your Data is compliant with applicable laws; (vii) be responsible for procuring at Your expense the necessary hardware (e.g., computers) and Internet connection needed to access the Service; (viii) provide assistance, information, data, and other resources reasonably necessary to enable AdClicks to perform and provide the Service; and (ix) use the Service in accordance with applicable Documentation, this Agreement, and applicable laws (including, providing Your Data to AdClicks in a format consistent with the requirements set out in the applicable Documentation, or specified by AdClicks or otherwise enabling access to Your relevant advertising management accounts via login credentials or administrative access or otherwise (“Technical Requirements”). Errors in loading Your Data into the Service due to Your failure to meet Technical Requirements may impact Your ability to use or access the Service and AdClicks shall not be responsible for such impact.

You are solely responsible for all text, logos and images, and other information You load or otherwise input into the Service, including client, performance, and paid search campaign data or other material that You submit to the Service in the course of using the Service (collectively, “Your Data”). You hereby represent, warrant and covenant to AdClicks and its third party suppliers that (a) Your Data is and shall be accurate, complete and current, and (b) You have all necessary rights and are fully authorized to publish Your Data. You further represent, warrant and covenant to AdClicks and its suppliers that (a) at all times You shall comply with all applicable law, (b) You will not generate, or encourage others to generate, automated or fraudulent campaign results, and (c) You are responsible for obtaining and maintaining accounts for use of the Google Ads program, Microsoft adCenter program, Facebook Ads program and any other applicable program (collectively, “Advertising Platforms”).

You are solely responsible for all URLs required or used by You in connection with the Service. Any URL that includes or incorporates any variation of the name AdClicks (an “AdClicks URL”) shall (a) be owned by AdClicks, (b) require the consent of AdClicks prior to Your use, and (c) only be used by You during the Term of this Agreement. Any URL used by You in connection with the Service that does not include or incorporate the name AdClicks shall be owned by You. For the avoidance of doubt, You are solely responsible for all of Your Data provided or published by You in connection with the Service under any URL (including any AdClicks URL).

4. Account Information and Data

AdClicks does not own any of Your Data. You hereby grant AdClicks a worldwide, royalty-free, non-exclusive right during the Subscription Term to host, copy, access, display, use, reproduce, create derivative works of, distribute, perform, transmit and publish Your Data for the sole purposes of processing Your Data in connection with (a) providing the Service to You, (b) maintaining, evaluating, securing, developing, or improving the Service provided (e.g., develop enhanced Service features); (c) invoicing You amounts due under this Agreement; and (d) responding to and resolving a User’s request for customer support. Your Data is accessible only to You and persons explicitly authorized by You. Data is NOT shared with other clients, or with any other third party; provided that AdClicks reserves the right to use Your Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings in accordance with AdClicks’ privacy policy located at https://adclicks.app/privacy-policy/ as long as such metrics, data and trends do not contain uniquely identifiable Your Data (collectively, “Aggregated Data”). You, not AdClicks, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Your Data, and AdClicks shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data. AdClicks expressly reserves the right to review Your Data and Your account for excessive space and bandwidth utilization, and to terminate or apply additional fees to Your account if it exceeds allowed levels. Use of the Service is subject to existing laws and legal processes. Nothing contained in this Agreement will limit AdClicks’ right to comply with governmental, court and law enforcement requests or requirements relating to Your use of the Service, which may include disclosing Your Data to the applicable authorities.

You are and shall remain the owner of all accounts with Advertising Platforms. AdClicks is not a party to the financial relationship between You and the Advertising Platforms. Any fees charged by AdClicks are for its software and Service offerings only.

5. Intellectual Property Ownership

AdClicks alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the AdClicks Data and the Service including, all underlying software, source code, data, design, modules, organization, format, algorithm, other technology, and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service, and any Aggregated Data, metrics, and trends compiled by AdClicks. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service or the Intellectual Property Rights owned by AdClicks. The AdClicks name, the AdClicks logo, and the product and service names associated with the Service and AdClicks Data are trademarks of AdClicks or third parties, and no right or license is granted to use them hereunder. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site belongs to AdClicks and/or its licensors under applicable copyright law. The Parties and each of their respective affiliates shall not make, directly or indirectly, or cause others to make, any disparaging comments about each other or each other’s affiliates.

6. Third Party Interactions

During use of the Service, You may enter into correspondence with, or purchase or sign up to receive goods and/or services from, a third party, or You may participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between You and the applicable third party. AdClicks and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third party, including any termination by such third party of their provision of goods or services to You. AdClicks does not endorse any sites on the Internet that are linked through the Service and does not endorse any third party goods or services that are made available to You as a result of Your use of the Service. AdClicks provides these links to You only as a matter of convenience, and in no event shall AdClicks or its licensors be responsible for any content, products, or other materials on or available from such sites. AdClicks provides the Service to You pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require Your agreement to additional or different license or other terms prior to Your use of or access to such software, hardware or services.

7. Confidentiality

7.1. Meaning of Confidential Information. As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Reports and Your Data, with the exception of the portion of Aggregated Data that includes Your Data in a de-identified and anonymized form as permitted under this Agreement. AdClicks’ Confidential Information includes the Service (e.g., AdClicks Data and the user interface and format of the Service) and Documentation. Confidential Information of each party will include all Order Forms, as well as business plans, technical information, product plans and designs, AdClicks content accessible through the Service and business information and processes disclosed by such party. However, Confidential Information will not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.

7.2. Standard of Care. Except as otherwise permitted in writing by Disclosing Party, Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), (b) not disclose or use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, and (c) limit access to Confidential Information of Disclosing Party to those of its employees, contractors, advisors, and agents with a need to know or who need access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as stringent to those in this Agreement.

7.3. Other Terms. You acknowledge that AdClicks does not desire to receive any of Your Data or other Confidential Information that is not necessary for AdClicks to perform its obligations under this Agreement, including, sensitive personal information such as social security numbers or other government identifiers, credit card numbers, bank account numbers, and protected health information.

8. Warranties

8.1. Mutual Warranties. Each party warrants to the other party that: (a) it has the authority to enter into this Agreement and perform its obligations under this Agreement; (b) this Agreement does not conflict with any other agreement it is subject to and bound by; and (c) it does not conduct business for any unlawful purpose.

8.2. AdClicks Warranties. AdClicks represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service, during the Subscription Term, will perform substantially in accordance with the Documentation (as may be updated from time to time) under normal use and circumstances. In the event the Service fails to perform substantially in accordance with such help documentation, and You promptly notify AdClicks, AdClicks will modify the Service and/or the Documentation so that it conforms. The foregoing is Your sole and exclusive remedy for AdClicks’ failure to satisfy the foregoing representation. You acknowledge that: (a) the AdClicks Data and any information generated from the Service are for general information only; and (b) AdClicks has no control over how or if You choose to use the Service and apply the data and other information procured from Your use of the Service. The AdClicks Data and any information generated from the Service do not constitute any form of advice, recommendation, representation, or arrangement by AdClicks or its licensors.

8.3. Your Warranties. You warrant to AdClicks that: (a) You possess all necessary licenses, permissions, and other rights in and to Your Data to grant to AdClicks the license and rights to Your Data as expressly granted in this Agreement (including, to allow You, Your users, and AdClicks (on Your behalf) to load, store, and process Your Data into a Report through the Service); (b) You have not falsely identified Yourself nor provided any false information to gain access to the Service; and (c) the billing information You provide to AdClicks is accurate, current, and complete.

9. Disclaimer of Warranties

ADCLICKS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ADCLICKS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL DATA IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ADCLICKS AND ITS LICENSORS.

10. Indemnification

You shall indemnify and hold AdClicks, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) a claim alleging that use of Your Data infringes the rights of, or has caused harm to, a third party; (b) a claim, which if true, would constitute a violation by You of Your representations and warranties; (c) a claim arising from the breach by You or Your Users of this Agreement; or (d) any use or alleged use of Your accounts or Your passwords by any person, whether or not authorized by You, provided in any such case that AdClicks (a) gives written notice of the claim promptly to You; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release AdClicks of all liability and such settlement does not affect AdClicks’ business or Service); (c) provides to You all reasonably available information and assistance; and (d) has not compromised or settled such claim. AdClicks shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Service directly and knowingly infringes a copyright, a U.S. patent issued as of the date listed at the top of this Agreement, or a trademark of a third party; provided that You (a) promptly give written notice of the claim to AdClicks; (b) give AdClicks sole control of the defense and settlement of the claim (provided that AdClicks may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to AdClicks all reasonably available information and assistance; and (d) have not compromised or settled such claim. AdClicks shall have no indemnification obligation, and You shall indemnify AdClicks pursuant to this Agreement, for claims arising from any infringement arising from the modification of the Service by You or any third party not authorized by AdClicks or the combination of the Service with any of Your products, services, hardware or business process(es). If as a result of any infringement by the Service (other than as described in the preceding sentence) Your use of the Service is enjoined by a court of law, AdClicks will either modify the Service to make it non-infringing, acquire a license for You to continue using the Service, or if neither option is possible, terminate this Agreement and refund to You on a pro-rate basis the applicable fees paid by You to AdClicks in advance as of the effective date of termination.

11. Limitation of Liability

IN NO EVENT SHALL ADCLICKS’ AGGREGATE LIABILITY EXCEED THE GREATER OF (I) AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO ADCLICKS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (II) $2,500.00. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW AND SUBJECT TO SECTION 12 BELOW, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR: (A) ANY COSTS RELATED TO PROCUREMENT OF REPLACEMENT PRODUCTS, SOFTWARE, OR SERVICES, (B) ANY LOSS OF USE, LOST DATA, INTERRUPTION OF BUSINESS, OR (C) ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE OR ADCLICKS DATA, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Exclusions to Limitation of Liability; Limitation of Claims.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the disclaimers set forth above may not apply to You. The limitations set out in Section 11 above do not apply to Your obligation to pay amounts due to AdClicks or Your use of the Service in violation of Section 2 above. Except with respect to claims of infringement or misappropriation of intellectual property or Your failure to pay amounts due under this Agreement, You may not bring any claim against AdClicks relating to Your use of the Service more than two years after the events giving rise to the claim occurred.

13. Internet Delays

ADCLICKS’ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ADCLICKS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

14. Local Laws and Export Control

Each party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) You will not permit Users to access or use the Service in violation of any U.S. export embargo, prohibition, or restriction.

15. Notice

AdClicks may send announcements of general interests by email or by posting on its website or through Your Account, such as notices of new features or upcoming events. Notices to You will be sent to Your designated contact information and You will immediately notify AdClicks if Your contact information changes. AdClicks will provide You with legal notices by email, mail, or courier to the address provided by You. Such notice shall be deemed to have been given upon the expiration of 12 hours after sending via email. All legal notices to AdClicks must be in writing and mailed to the address of AdClicks’ corporate headquarters listed on https://www.adclicks.app, to the attention of the Legal Notices and with a copy emailed to [email protected].

16. Modification to Terms

AdClicks reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. Therefore, it is important to check the last modified date posted at the top of the Agreement each time You visit the Site or use any of the Services to ensure You are familiar with our most updated terms. You are responsible for regularly reviewing this Agreement available at all times on the Site. Continued use of the Service after any such changes shall constitute Your consent to such changes.

17. Assignment; Change in Control

Neither party may transfer or assign this Agreement, or any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); except that a party may assign this Agreement in its entirety without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets not involving a direct competitor of the non-assigning party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ respective successors and permitted assigns. Any actual or proposed change in control of You that results or would result in a direct competitor of AdClicks directly or indirectly owning or controlling 50% or more of You shall entitle AdClicks to terminate this Agreement for cause immediately upon written notice.

18. General

18.1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Florida, without regard to conflicts of laws provisions thereof. The jurisdiction and venue for actions related to this Agreement or the subject matter hereof will be the courts located in Miami, Florida, and both parties irrevocably consent to such personal jurisdiction of such courts and waive all objections thereto.

18.2. Customer Referral. You agree that AdClicks may identify You as an AdClicks customer in or on AdClicks’ demonstrations, website, or other promotional materials. AdClicks’ use of Your name and logo will be in accordance with any guidelines provided by You. Upon Your written request, AdClicks will promptly remove Your name or any of Your marks from AdClicks’ website, and to the extent feasible, AdClicks’ marketing materials.

18.3. Remedies; Severability. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action. Each party acknowledges that damages may be an inadequate remedy if the other party violates its obligations under this Agreement, and each party has the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

18.4. Force Majeure. A party’s performance of any part of this Agreement (except Your payment obligations) will be excused to the extent that it is unable to perform due to natural disasters, terrorism, riots, insurrection, war, extraordinary governmental action, ISP Provider failures or delays, or any other cause which is beyond the reasonable control of such party (“Affected Party”), not avoidable by reasonable due diligence, and not caused by the Affected Party (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the Affected Party will promptly notify the other party of the Force Majeure Event, including an estimate of its expected duration and probable impact on the performance of the Affected Party’s obligations under this Agreement. In addition, the Affected Party will (a) exercise commercially reasonable efforts to mitigate damages to the other party and to overcome the Force Majeure Event, and (b) continue to perform its obligations under this Agreement to the extent it is able.

18.5. Miscellaneous. AdClicks may use the services of subcontractors and permit them to exercise the rights granted to AdClicks under this Agreement to provide the applicable Service if AdClicks remains responsible for (a) compliance of any such subcontractor with the terms of this Agreement, and (b) the overall performance of the Service as required under this Agreement. Except as otherwise provided in this Agreement, there are no third party beneficiaries under this Agreement. Any claims against AdClicks or its affiliates under this Agreement may only be brought by the entity that is a party to this Agreement. Lists of examples following “including,” “e.g.,” or the like are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.” The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. You agree that Your purchase for the use of the Service under this Agreement is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by AdClicks regarding future functionality or features. In the event that any of Your Users are contractors to Your organization, You agree that such contractors shall be required by written agreement to comply with all applicable restrictions set forth in this Agreement, and You shall be fully liable for and indemnify AdClicks with respect to any failure of any contractor to so comply.

18.6. Entire Agreement. This Agreement, any other agreement You have with AdClicks, any applicable Order Form, and the policies referenced herein constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted. If there’s a direct conflict between provisions in this Agreement, the conflict will be resolved by giving precedence to the provision as it appears in the highest-ranked document in the following order: (a) any Subscriber Agreement between You and AdClicks; (b) this Agreement; and (c) the relevant Order Form . No terms or conditions included (a) in any purchase order or order documentation (excluding Order Forms) provided by You to AdClicks, or (b) with Your vendor set-up process will be incorporated into, or form any part of, this Agreement, and all such terms or conditions are null and void even if such terms or conditions are accepted by AdClicks or AdClicks accepts payment from You.

19. Definitions

As used in this Agreement now or hereafter associated herewith: “AdClicks” means AdClicks, having its principal place of business at 120 SW 8th St., Suite 113 Miami, Florida, 33130, USA; “AdClicks Data” means the data that’s provided and licensed by AdClicks (or its licensors) to You and accessible through the Service or other means AdClicks makes available to its customers generally including, without limitation, Reports, analyses, summaries, articles, and other information available on or through the Service, including Aggregated Data; “Documentation” means the applicable training materials, user guides, and other similar information pertaining to the Service provided by AdClicks, which may be updated by AdClicks to include information about new features and incorporate feedback to help AdClicks’ customers understand how to use the Service; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Order Form(s)” means the form evidencing the subscription for the Service and any subsequent Order Forms submitted online through the Site or in written form, specifying, among other things, the number of Users, if applicable, and other services contracted for, the applicable fees, the billing period, the payment method, and other charges as agreed to between the parties; “Reports” means the reports generated by AdClicks using Your Data and AdClicks Data and subsequently made available to You by AdClicks in accordance with this Agreement; “Service(s)” means all of AdClicks’ proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by AdClicks in providing the Service and the specific edition of AdClicks’ online search engine marketing service reports, including performance and paid search campaign data, developed, operated, and maintained by AdClicks, accessible via https://www.adclicks.app or another designated web site or IP address, and any ancillary online or offline products and services provided to You by AdClicks, to which You are being granted access under this Agreement, including without limitation, the AdClicks Data and any support services agreed to by AdClicks; “Subscription Term” means the duration of Your subscription to the Service as set forth on an Order Form and all renewal subscription terms; “User(s)” means You and Your employees and contractors that are authorized by You to use and access the Service and other products and services offered by AdClicks through Your Account.

Questions or Additional Information

If You have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected].