Any capitalized term herein shall be construed as it is defined in this paragraph, or as otherwise defined in this Agreement.
As used in this Agreement and in any documents or forms now or hereafter associated herewith:
“Account” means the instance of information related to the services provided to you by ClickFrauds.com;
“Agreement” means, in addition to, and not in derogation of, the foregoing, these online Terms of Usage, and any materials available on the ClickFrauds.com Website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by ClickFrauds.com from time to time in its sole discretion;
“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Website;
“Customer” means an individual User who submits Customer Data to the Website, or in any way utilizes the Services offered on the Website;
“Customer Data” means any data, information or material provided or submitted by you, or other User, to the Website in the course of using the Website;
“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;
“Register” or “Registration” means the creation of a membership account on ClickFrauds.com, including, but not limited to service subscription.
“Service(s)” means the specific edition of any of ClickFrauds.com’s services provided, developed, operated, and/or maintained by ClickFrauds.com, accessible via the Website or another designated web site or IP address, or ancillary online or offline products and services provided to you by ClickFrauds.com, to which you are being granted access under this Agreement, including the Content; and
“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by ClickFrauds.com at your request), or an individual person who accesses the Website regarless of whether or not that person has a username or other user identification.
Users of this Website must be at least eighteen (18) years of age to become a Customer of ClickFrauds.com. You hereby certify and hold ClickFrauds.com harmless that your participation on and access of this Website, or in any way your usage of ClickFrauds.com’s Services that you are eighteen (18) years of age, or older. Furthermore, you represent and warrant that you have the right, authority and capacity to enter into this Agreement, and that you are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction(s). You further agree to provide true, accurate, current and complete information about yourself on the Services registration form. If ClickFrauds.com suspects that any information provided is untrue, inaccurate, outdated or incomplete, ClickFrauds.com has the right to refuse any and all current or future use of the Website (or any purchase thereof), including purchase of or subscription to any of our Services.
Grant of Licenses
ClickFrauds.com hereby grants you a non-exclusive, non-transferable, personal, and royalty-free worldwide right and license to use this Website solely for your own purposes, subject to this Agreement. All rights not expressly granted to you are reserved by ClickFrauds.com and its affiliates or licensors.
You may not access the Website if you are a direct competitor of ClickFrauds.com, except with ClickFrauds.com’s prior written consent. In addition, you may not access this Website for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You hereby agree to not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Website or any of ClickFrauds.com’s other Services in any way; (ii) modify or make derivative works based upon the Website or any of ClickFrauds.com’s other Services; (iii) “frame” or “mirror” any portion of the Website on any other server or wireless or Internet-based device, or in any other way replicate any content found on this Website; or (iv) reverse engineer or access the Website in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of ClickFrauds.com and the Website, or (c) copy any ideas, features, functions or graphics of the Website. This license cannot be shared by you, and is only intended for the sole benefit of a single individual User, nor can it be used by more than one individual User, but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
Restrictions on Use
The Website is for the personal use of Customers and prospective Customers only, unless otherwise set forth herein. Illegal and/or unauthorized uses of the Website, including collecting usernames and/or e-mail addresses of visitors by electronic or other means (scraping) for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be investigated, and appropriate legal action will be taken, including without limitation, civil actions, criminal prosecution, and injunctive remedies. Use of the Website may be revoked at any time, as determined in ClickFrauds.com’s sole discretion. Further, you agree not to disclose your username and password to others. You also agree not to distribute the information contained on the Website database to any kind of person or organization.
Any unauthorized use of the Website or publication of its Contents, or other distribution or public exhibition of the materials provided on the Website, in whole or in part, is strictly prohibited.
You may also use the Website only for your internal business purposes and shall not do any of the following, in whole or in part, or in any way engage in any behavior or actions similar in intent to those which follow:
- send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
- send or store infringing, obscene, pornographic threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights, or use the Website or any of its Content for any purpose that: (i) is libelous, defamatory, obscene, pornographic, abusive, harassing, or threatening; (ii) contains viruses or other contaminating or destructive features; (iii) violates the rights of others, including protections of copyright, trademark, patent, trade secrets or any right of privacy or publicity; or (iv) otherwise violates any U.S. export control law or applicable law;
- send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, otherwise cause harmful or derisive consequences, or the like, whatsoever;
- interfere with or disrupt the integrity or performance of the Website or the data contained therein, or otherwise impact the proper functioning of the Website and the ability of any User to thereby access it;
- attempt to gain unauthorized access to the Website or its related systems or networks;
- retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents by any means, whatsoever;
- post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights;
- remove any copyright, trademark or other proprietary right notices contained in/on the Website; or
- provide any information to ClickFrauds.com, or to any third-party by way of the Website, that you know, or have reason to know, is not true, complete and accurate, or in any way fallacious or misleading;
- make any representation of any kind, whatsoever, that you are someone else, or falsely identify any third party.
You are solely responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Website, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ClickFrauds.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ClickFrauds.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another ClickFrauds.com User or provide false identity information to gain access to or use the Website.
Intellectual Property Ownership
ClickFrauds.com alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ClickFrauds.com, the Website, the Content, and any related Services, any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website, and all other proprietary rights in the Website or Services, which may be protected by applicable intellectual property and other laws. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website, or the Intellectual Property Rights owned by ClickFrauds.com. The ClickFrauds.com name, the ClickFrauds.com logo, and the product names associated with the Website and Services are trademarks of ClickFrauds.com or third parties, and no right or license is granted to use them. You may not copy, modify, create derivative works, publish, perform, transmit, distribute, display, rent, lease, sell, or otherwise benefit from or use any such proprietary information or other Intellectual Property Rights, in whole or in part, whether intentional or not, unless granted specific written authorization.
ClickFrauds.com does not own any data, information, or material that you submit to the Website in the course of using the Website (“Customer Data”). You, not ClickFrauds.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and ClickFrauds.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. ClickFrauds.com reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment or failure of any term whatsoever. Upon termination for cause, your right to access or use Customer Data immediately ceases, ClickFrauds.com shall have no obligation to maintain or forward any Customer Data, and you shall immediately and for all time indemnify, defend and hold ClickFrauds.com harmless for any actions taken in accordance with this Agreement.
ClickFrauds.com in no way shall be responsible for any errors in displayed information or delays in displaying information. Issues of data accuracy may be brought to the attention of ClickFrauds.com by written notice hereby.
You acknowledge, consent and agree that ClickFrauds.com may access, preserve, and disclose your information, if required to do so by law or with a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process/court order; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties or applicable law or regulations; (d) respond to your requests for customer service; or (e) protect the rights, property of ClickFrauds.com, its Users and the public. You understand that the technical processing and transmission of Services, or visits to the Website, may involve transmissions over various networks and changes in order to conform and adapt to technical requirements of connecting networks or devices. You understand that the Website and software embodied within the Website may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by ClickFrauds.com and/or and/or content providers who provide content to the Website.
Assignment of Access Rights
By registering for ClickFrauds.com’s services, you hereby assign ClickFrauds.com rights to access the Google AdWords or Google AdWords Manager account(s) (your “AdWords Accounts”) you designate through the Website through designated Google APIs. You provide ClickFrauds.com with authority to access, change, monitor, and store information accessible through and connected with your AdWords Accounts through the Google APIs. However, ClickFrauds.com shall in no way be liable to you, or any thrid party, for the loss or storage, or failure thereof, of any information connected with your AdWords Accounts.
ClickFrauds.com includes and incorporates, to the fullest extent necessary, and possible, the AdWords API Terms and Conditions (https://developers.google.com/adwords/api/docs/terms), the Google third-party policy, (https://support.google.com/adwordspolicy/answer/6086450), and the AdWords API policies (https://support.google.com/adwordspolicy/answer/6169371).
Termination of Subscription or Membership
ClickFrauds.com, in its sole discretion and at any time, may terminate your password, account or use of the Website or its Services if you breach or otherwise fail to comply with this Agreement. In addition, ClickFrauds.com may terminate a free account at any time in its sole discretion. Any such terminations shall be with no recourse to ClickFrauds.com whatsoever. You agree and acknowledge that ClickFrauds.com has no obligation to retain the Customer Data, and may delete such Customer Data.
Any material, information, data or other such items obtained through the use of the Website, or APIs, including such as is provided to ClickFrauds.com from thrid parties or yourself, is accessed or done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download or access of any such material.
ClickFrauds.com makes no guarantee or warranty of the Website’s up-time or information storage security. The Website and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. ClickFrauds.com is not responsible for any delays, delivery failures, or other damage resulting from such problems.
This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion defect, delay in operation or transmission, computer virus, breach of security, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. You specifically acknowledges that ClickFrauds.com is not liable for defamatory, offensive, infringing or illegal materials or conduct, or that of third parties, and ClickFrauds.com reserves the right to remove such materials from the Website without liability.
In addition to the above disclaimers, ClickFrauds.com disclaims any liability consistent with the guidelines set forth in this Agreement and generally-accepted, web-industry practices, whether the same is incorporated herein or not at the time hereof, or any relevant time hereinafter.
Limitation of Liability
IN NO EVENT SHALL ClickFrauds.com’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR 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, 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.
All User Data, Content, or other information, messages, comments, materials, data, and the like posted on this Website represent the opinions of the individual Users or contributors of such information and do no represent the ideas or opinions of ClickFrauds.com, nor does ClickFrauds.com condone the explicit or implicit content, message, implications, or information contained therein. You may copy these messages for personal use, but redistribution in any way requires the permission of such person that posted or produced such User Data, Content, or other information, messages, comments, materials, data, and the like. In consideration of this authorization, you agree that any copy of the same shall retain all copyright and other proprietary notices contained in this Website.
Reference to any specific commercial products, processes, or services by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by ClickFrauds.com. Nor shall any information or statements contained on this Website be used for the purposes of advertising, or to imply an endorsement or recommendation.
All Content included on this site, such as text, graphics, logos, button icons, images, audio clips and software, is the exclusive property of ClickFrauds.com, or is in use by ClickFrauds.com under a valid license, and therefore protected by U.S. and international copyright laws. Any software used on this site is the property of ClickFrauds.com or its software suppliers and protected by U.S. and international copyright laws. The Content and software on this site may be used as an educational and informational utility. Commercial usage, or any other usage not in accordance with any terms herein, of the information on this website is prohibited, unless authorized in writing by ClickFrauds.com or the holder of the rights of the property. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the content on this site is strictly prohibited.
ClickFrauds.com respects the intellectual property interests of other parties. If you believe that your work appears on this Website in a way that constitutes copyright infringement, you may notify ClickFrauds.com and provide the following information:
- physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a copy of the copyrighted work that you claim has been infringed, or a description of the copyrighted work, including the URL (ie., web page address) of the location where the copyrighted work exists;
- identification of the URL or other specific location on the Website where the material that you claim is infringing is located;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and the reasons and supporting detail as to why you believe that to be true;
- a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- your name, address, telephone number, and e-mail address.
Links and third-party information or materials
The Website contains links to sites which are not maintained by ClickFrauds.com, and displays information or materials obtained from third parties. Said items are displayed and used for informational purposes, or in the provision of the Services. While ClickFrauds.com reasonably tries to include only third-party content, and information and data, and links to those sites which are in good taste and safe for ClickFrauds.com Users and Customers, ClickFrauds.com is not responsible for the content of those sites and cannot guarantee that sites will not change without knowledge, and inclusion of such links, information, or material in the Website does not imply ClickFrauds.com’s endorsement, warranty, guarantee or recommendation of the linked or framed sites or their content, information, or materials; nor does ClickFrauds.com assume any liability for any information or material contained therein.
You agree that any dispute may arise in connection with ClickFrauds.com or the Website shall be submitted to a mutually agreeable arbitrator in the State of Texas subject to Texas laws. If arbitration is unsuccessful, the User agrees that all claims are subject to the jurisdiction of the State of Texas. The User purposefully avails himself of said jurisdiction.
Dissolution or modification
You hereby accept that ClickFrauds.com retains the right to dissolve or modify this Agreement and/or Website at any time, without notice, however, ClickFrauds.com will strive, but in no way be obligated, to provide as much general notice as may be practicable. All parties agree to the terms of this Agreement in their current form, and accept any future changes or modifications done in good faith. Any further amendment to this Agreement will become enforceable 14 days after making the changes available to the public on the Website. You agree that ClickFrauds.com shall not be liable to you or to any third party for any modification, suspension, or temporary or permanent discontinuance of the Website or Services.
If any part of these terms is held to be legally unenforceable, the remainder may still be enforced as if these Terms were written without said unenforceable portions.
No terms, not herein contained, will be construed to be enforceable under this Agreement, unless with express consent of ClickFrauds.com. This Agreement shall constitute the full Agreement between you and ClickFrauds.com, and may not be amended except as may otherwise be provided for herein.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or any Services, or this Agreement, must be filed within six (6) months after such claim or cause of action arose or such claim will be forever barred.
The section titles or headings in this Agreement are for convenience only and have no legal or contractual effect.
ClickFrauds.com may give notice by means of a general notice on the Website, electronic mail to your e-mail address on record in ClickFrauds.com’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in ClickFrauds.com’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ClickFrauds.com (such notice shall be deemed given when actually received by ClickFrauds.com) at any time by a letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ClickFrauds.com at the following addresses (whichever is appropriate): ClickFrauds.com c/o Optymizer Ranch, LLC,413 Kilborn Street, Rankin, Texas 79778; or ClickFrauds.com c/o Optymizer, Gome 23, Lehavim, Israel 85338; and having been addressed to the attention of: Chief Legal Officer.