Terms of Service
These terms of service (the “General Terms”) govern the use of, and the subscription to, the Website and/or the AdvertonClick Platform provided by AdvertonClick L.LC (“Adverton Click”). By accessing the Website and/or the AdvertonClick Platform or by signing or accepting the present General Terms, you agree on behalf of yourself as User and/or, as the case may be, on behalf of the organisation that you represent (“User”) .If you are accessing the Website or the AdvertonClick Platform on behalf of the organisation that you represent, you represent and warrant that you have the authority to agree to the General Terms on its behalf. If you do not agree with the terms of the General Terms, do not use or access the Website or the AdvertonClick Platform.
1. Definitions and Interpretation
The following capitalized terms shall have the meaning ascribed to them below:
- “User Data” means any content, which may include Personal Information of Users, that Users submit or transfer to AdvertonClick in conjunction with the Services, including customized questions drafted by the Users, answers to surveys, pictures and comments;
- “User Personal Information” means any Personal Information contained within User Data;
- “Effective Date” means (i) the first date a User accessed the Website or the AdvertonClick Platform. (ii) or the date a User accepted the “General Terms”)
- “AdvertonClick” means the Website and platform commercialized and operated by AdvertonClick L.LC as “AdvertonClick.Com” and accessed by Users;
- “Parties” means (i) AdvertonClick and a User.
- “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information;
- “Website” means the public website available at www.AdvertonClick.com.
- “Media Vendor” means the Service provider providing it is Service and product through and via the Website.
- The term “including” is not limiting and means “including, without limitation”.
- The following capitalized terms shall have the meaning ascribed to them below:
2. Access and use of the website or the AdvertOnClick Platform
- Website. The Users may access and use the Website in accordance with the General Terms. AdvertonClick may revise the content, features and functions of the Website at any time without notice. AdvertonClick may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion, including to perform upgrades and maintenance to the Website.
- Services. During the Term (as defined in Section 7.1 (Term)), AdvertonClick grants to Users the right to access and use the AdvertonClick Platform, and any related services, in accordance with the General Terms (the “Services”).
- Services Revisions. AdvertonClick shall offer the Services materially in accordance with the description on its Website and related documentation. AdvertonClick may revise the content, features and functions of the AdvertonClick Platform at any time without notice. AdvertonClick will provide User(s) with prior notice if there is a change to the AdvertonClick Platform resulting in overall material changes in the purpose of the AdvertonClick Platform. If such material changes occurs, and User is materially impacted in its use of the AdvertonClick Platform, User may terminate its subscription in accordance with Section 7.2(i).
- Temporary Suspension of the Services. AdvertonClick may temporarily limit or suspend the Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, the AdvertonClick Platform.
- Unacceptable Use. User shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the Website or the AdvertonClick Platform with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the AdvertonClick Platform (for clarity purposes, User shall not access the Website or the AdvertonClick Platform in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Website or the AdvertonClick Platform); (iii) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the Advert on Click Platform; or (v) use the Website or the AdvertonClick Platform in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or the Advert on Click Platform. Furthermore, the Website or the Adverton Click Platform shall not be used to collect, manage or process Sensitive Personal Information (as defined by any applicable law) and AdvertonClick will have no liability that may result from the User' use of the Website or the AdvertonClick Platform to collect or process Sensitive Personal Information. In particular, the categories of User attributes created by User account administrator shall not be created so that it would result in the input of Sensitive Personal Information.. In the event that it suspects any breach of this Section, AdvertonClick may suspend User’s access to the Website or the Services without advance notice, in addition to such other remedies as AdvertonClick may have.
- Account Security and Access. User shall take all reasonable steps to prevent unauthorized access to the AdvertonClick Platform, including by protecting their passwords and other login information. User is responsible for any activity occurring in its account or Website (other than activity that AdvertonClick is directly responsible for ) User shall immediately notify Adverton Click if it becomes aware of any unauthorized access to, or use of its account.
- User Systems. User is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. The Services may not work properly if User’s operating systems, Internet browsers and anti-virus software are not up-to-date.
- Unacceptable Conduct of Users. To help ensure a safe and productive use of the AdvertonClick Platform, User shall not do any inappropriate conduct including (i) attempting to reveal the identity of a User; (ii) impersonating any other person or entity; (iii) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iv) allowing the submission of any User Data, or using User Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability. User understand that by using the Services, they may be exposed to User Data submitted by Users that is in breach of this Section, and under no circumstances will AdvertonClick be liable in any way for any such User Data. AdvertonClick shall have the right, at its sole discretion, to remove any User Data that violates the General Terms, and to reveal the identity of a User or any authority if required by law to do so, if such User transfers User Data in violation of this Section.
- Indemnification by User. User shall defend, indemnify and hold harmless AdvertonClick and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any judicial, administrative or arbitration action, third party suit, claim, investigation or proceeding, including any interest accrued, arising out of, or related to (i) the content or nature of User Data, including User Data in breach of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users); (ii) the breach of any warranty, covenant or other obligation contained in the General Terms by User; or (iii) User's alleged or actual use, misuse, inappropriate use or failure to use the Website or the Services, including in violation of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users).
- Compliance with Laws. When providing or using the Services, User shall comply with all applicable laws.
- Compliance by Users. User(s) must comply with all applicable laws, including Privacy Laws, when using or accessing the AdvertonClick Platform, and that such Users are governed by, and comply with, the General Terms.
3. Service Fees of the AdvertOnClick Platform and Billing
- Service Fees. The subscription at the Website AdvertonClick shall be free of charge for a duration of time set out by the website owners after which a subscription fee may be introduced. During the free period, the website will charge 5% of the value of the media booked through it which will be billed separately to the user. Upon charging a subscription fee, the website will forfeit the 5% fee to users that advertise using this platform. User subscription will be automatically renewed on a yearly basis starting from the anniversary of the Effective Date (the “Renewal Date”) . Upon the annual renewal of the agreement, AdvertonClick reserves the right to apply fees on subscribing and using it is Website/Platform, and AdvertonClick shall send to the User ( as the case may be) prior notice of renewal at least 60 days before the Renewal Date, and thus if User is no longer wishes to renew the Services, User is responsible for timely canceling its subscription in accordance with Section 7, the Service Fees applicable to any such renewal shall be AdvertonClick then current standard Service Fees.
- Telemetric Data. To the extent permitted by law, telemetric data related to how Users access and use the Website and the AdvertonClick Platform (including features and functions of the Website and the AdvertonClick Platform being used by Users, stack trace data and reports related thereto) does not constitute User Data, and the anonymized data derived from such telemetric data is owned by AdvertonClick. Personal Information
Confidential Information. “Confidential Information” means any non-public, confidential or sensitive information, including User Data, disclosed by a Party or on its behalf (the “Disclosing Party”) to the other Party (the “Receiving Party”), and excludes any information that is:
- subject to applicable Privacy Laws, publicly available or later becomes publicly available other than through a breach of the General Terms;
- as evidenced by documentary and competent evidence: (a) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
- as evidenced by documentary and competent evidence, subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality, provided that such source is not, to the knowledge of the Receiving Party, in breach of its obligations of non-disclosure towards the Disclosing Party.
- Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under the General Terms. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that AdvertonClick may disclose Confidential Information to its third party service providers in connection with the performance or the improvement of the Services, in which case AdvertonClick will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. The provisions of this Section shall supersede any prior non-disclosure agreement by and between the Parties, and such agreement shall have no further force or effect.
5. Limitation of Liability
- Except for intentional or gross fault of AdvertonClick, in no event shall AdvertonClick’s aggregate, cumulative liability of proven direct damages arising out of or related to the Service exceed the total amount paid and payable, if any, by User hereunder.
- Exclusion. in no event shall a Party be liable to the other party for any lost profits, revenues, goodwill, business or data or any consequential, indirect, special, incidental, or punitive damages arising out of or related to the general terms, however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages, except for intentional or gross fault of the party. the foregoing exclusions will not apply to the extent prohibited by applicable law.
- The Services provided by the Media Vendor is without representations, warranties or conditions of any kind. AdvertonClick disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services or product are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.
- Furthermore, AdvertonClick do not warrant that product descriptions or other content of any Service is accurate, complete, reliable, current, or error-free. Additionally, as a buyer and/ or User, you agree that AdvertonClick are not responsible for examining or warranting the listings or content provided by AdvertonClick or third parties through the Website , and that you will not attempt to hold us liable for any inaccuracies or defects in any of Services provided by the Media Vendor or through the Website. It is your responsibility to review the description, details and features of the Services offered and provided through the Website.
- Whether or not the Media Vendor has charged the User for the Service or product provided by the Media Vendor through AdvertonClick , or if AdvertonClick is facilitating the payment of the Service or product, price or fee, User agree and acknowledge that the Media Vendor is at all times responsible for the collection, receiving, withholding, remittance and payment of the Service and product, and the applicable taxes thereof .AdvertonClick is not liable or responsible for the remittance, collection, withholding or payment of the Service fee. AdvertonClick do not act as the merchant of record for any product or Service made available on the Website.
- User understand and acknowledge that if they make any payment through any payment method available on the website they are making it directly to Media Vendor, and AdvertonClick do not guarantee or warrant any payment or Service nor have any control over any payment made or received through the Website.
- Consultant. Should User hire a consultant to perform services relating to the implementation and the use of the AdvertonClick Platform, AdvertonClick shall have no responsibility in relation to such services.
6. Intellectual Property and Feedback
- No Rights granted. AdvertonClick retains all right, title, and interest in and to the Website and the AdvertonClick Platform and the content User accesses through the Website and the AdvertonClick Platform, other than User Data. The General Terms do not grant User any intellectual property rights in or to the Website or the AdvertonClick Platform or in AdvertonClick’s logos and other trademarks. Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the Adverton Click Platform.
- Feedback. Any feedback or suggestions sent or shared by Users with AdvertonClick to improve the AdvertonClick Platform or the Website may be implemented by AdvertonClick in any manner, including but not limited to future enhancements and modifications to the Website or the AdvertonClick Platform. In such case, User grant AdvertonClick an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to User or any third party. In addition, AdvertonClick shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during provision of the Services.
7. Term and Termination
- Term. The General Terms are effective as of the Effective Date, until all subscription terms to the AdvertonClick Platform and Website have expired or until they are terminated by any or both Parties in accordance with this Section (Termination (the “Term”).
Termination. The General Terms may be terminated:
- by User at any time if it cancels the Services through its Adverton Click Platform account or with an AdvertonClick customer representative;
- by AdvertonClick if User fails to make any payment ( if applicable) of the Service Fees within 15 days after AdvertonClick provides notice that such amounts are overdue User; or
- by AdvertonClick for convenience, with at least a 30 days prior written notice for a monthly renewal, or with at least a 90 days prior written notice for an annual renewal.
- Survival. Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 4.6 (Use or Disclosure of Confidential Information), 5 (Limitation of Liability), 6 (Intellectual Property and Feedback), 7 (Term and Termination) and 8 (General) shall survive termination of the General Terms.
- Publicity. AdvertonClick shall use User’s company name and logo as a reference for marketing or promotional purposes, including on its Website or blog and in other public or private communications with AdvertonClick’s existing or potential Users, only after prior consent from User as the case maybe. If Customer wishes to limit such right at any time, it shall notify AdvertonClick at the following email email@example.com User retains all right, title, and interest in and to such company name and logo.
- Governing Law and Venue. The General Terms shall be governed, construed and enforced solely in accordance with the laws applicable in the United Arab Emirates province, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties. Any litigation in any way relating to the Services or the General Terms shall be brought and venued exclusively in Dubai Courts , and the Parties waive any objection that such venue is inconvenient or improper.
- Force Majeure. Except as expressly provided otherwise in the General Terms, AdvertonClick shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, act of God, war, terrorism and governmental action.
- Notices. AdvertonClick may send notices pursuant to the General Terms to User’s email contact points provided by User. User may send notices pursuant to the General Terms to AdvertonClick at firstname.lastname@example.org Notices shall be deemed received 24 hours after they are sent.
- Assignment & Successors. The General Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
- Waiver. No waiver by either Party of any default in performance on the part of the other Party shall constitute a waiver of any subsequent breach or default by the defaulting Party.
- Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the General Terms invalid or otherwise unenforceable in any respect. In the event that a provision of the General Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the General Terms shall continue in full force and effect.
- Relationship of the Parties. The Parties are independent contractors. The General Terms do not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the Parties.
- Links to third-parties' websites. AdvertonClick‘s Website may contain links and pointers to Internet sites maintained by third parties. We do not operate or control in any respect any information, products or services on such third-party sites. Third party links and pointers are included solely for your convenience, and do not constitute any endorsement by us. You assume sole responsibility for use of third-party links and pointer.
- Amendments. Unless User has a superseding written agreement with Advert on Click, AdvertonClick may amend the General Terms from time to time on its Website, as its business evolves. Any revisions to the General Terms will become effective on the date AdvertonClick publishes the changes. User can review the most current version of the General Terms at any time by visiting this page at www.advertonclick.com/terms-of-service. If User use the Services or access the Website, as the case may be, after the effective date of any changes, that use, or access will constitute the acceptance of the revised General Terms.