Clicklab Terms of Service
These Clicklab Terms of Service comprise a legal agreement between you and Clicklab LLC and governs your use of Clicklab service. BY SUBSCRIBING TO A CLICKLAB SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. If you do not agree to these Terms of Service, do not sign up with or use the Clicklab services.
Clicklab is made up of web sites and web pages, products and services which will be collectively referred to in this Agreement as "Clicklab". "You" means you, your company, your employees, and anyone who has access to use your Clicklab account. You must be at least eighteen (18) years of age to subscribe to and use any Clicklab service or product.
The Clicklab is offered to you on the condition that you accept these Terms of Service without modification. Clicklab reserves the right to change any of the Terms of Service at anytime without notice. If you continue to use the Clicklab after any such changes, your continued use will constitute your consent to such changes. Clicklab does not and will not assume any obligation to notify you of any changes to the Terms of Service.
Clicklab allows you to keep track of your company's online advertising performance and conversion to sales or other actions that individual visitors may take on your web site; it also enables you to track link and click activity, create reports, and offer these reports to third parties.
You are solely responsible for the actions of all individual users to whom the you have permitted access to your Clicklab account and for the actions of your customers' in using the Clicklab service.
Clicklab will not be liable to you or to any of your customers for any damages in connection with the termination or suspension of the Clicklab service or your Clicklab account. You are solely responsible for the continuation or termination of any relationships or agreements that were entered into with third parties with respect to the use of the Clicklab service.
Clicklab is acting solely as your agent with respect the Clicklab service for the limited purpose (and only for the limited purpose) of keeping track of advertising or other link activity and their conversions into sales and/or other actions.
By subscribing to any service offered on the Clicklab site, you make the following representations and warranties. Clicklab reserves the right to terminate your Clicklab account, without notice at any time, if any representation or warranty made by you proves to be untrue in any respect.
You represent and warrant that:
- You and all users of the Clicklab approved by you are at least eighteen (18) years of age; you have the legal capacity and authority to; (a) enter into binding contracts for the purchase of goods and services, (b) be bound by these Terms of Service, (c) to subscribe to and use the Clicklab service and (d) if you are acting in a corporate capacity, to bind your company
- You will not use the Clicklab for any purpose that is unlawful, or prohibited by these Terms of Service
- All information supplied by you or by others using your account is true and accurate, including information submitted as part of the registration and subscription process
- All products or services advertised, sold or distributed by you on or in connection with your web site are legal for sale or distribution; you have all licenses necessary to sell or advertise the goods or services; all sales and advertisements will be in compliance with applicable law; you have and control all of the intellectual property, for all material located on your web site, all submissions, and all products and services sold or otherwise distributed by you or on your behalf via your web site.
By using Clicklab, you agree that you will defend and indemnify Clicklab and its suppliers from any third party claim related to a breach of any of the foregoing warranties.
Limitations of your use of Clicklab The Clicklab is provided to assist you with the operation of your business. Your right to use the Clicklab is limited to you, your company and employees. You are solely responsible for your content and your web site and your Clicklab account. Clicklab reserves the right, but is not obligated, to monitor or to review materials posted on your web site and to monitor your compliance with these Terms of Service. Clicklab reserves the right in its sole discretion to edit, refuse to post or remove any information or materials which violate these Terms of Service in whole or in part, without notice at any time.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from Clicklab, except as expressly provided herein.
You may not use a name in connection with operating your Clicklab account that is confusing or misleading to participants, or otherwise impersonate or deceive participants with respect to your identity.
You may not restrict or inhibit any other user from using and enjoying such user's rights in Clicklab.
You may not interfere with or disrupt the Clicklab servers and network.
You may not use the Clicklab or the products or services provided through or in connection with the Clicklab to:
- Rent, lease, license, grant a security interest in, or otherwise transfer or sublicense your rights hereunder to any third party;
- Defame, libel, slander, impersonate, abuse, harass, threaten, invade the privacy of or otherwise violate or infringe the legal rights (including the rights of privacy and publicity) of any other person;
- Conduct, promote or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail ( including "spamming") or multi-level or illegal marketing campaigns;
- Publish, post, distribute, disseminate, advertise or link to any: (i) content, site, topic, name, material or information which is inappropriate, profane, defamatory, libelous, slanderous, infringing; (ii) software, content or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, or control such rights or have received all necessary consents for your publication, distribution, or linking of such software and other materials; (iii) software, content or other material that contains viruses, worms, corrupted files, cracks or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs; (iv) software, content, other material or web site that constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group;
- Sell, offer to sell, distribute, promote, facilitate, disseminate or link to any sites for marketing, sales, promotion, facilitation or distribution of: firearms; explosives; ammunition; liquor; tobacco products; illegal gambling (including gambling in connection with sporting events); food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants; illicit drugs, pharmaceuticals and controlled substances; counterfeit, pirated or stolen goods; any goods or services that infringe or otherwise violate a third party's rights including copyright, patent, trademark, or rights of publicity or privacy; goods that are considered indecent, obscene or pornographic; Nazi memorabilia; registered or unregistered securities; goods or services that you cannot legally sell; goods which are misrepresented or which do not in fact exist; fraudulent goods; goods or activities that if sold via any Clicklab services or your web site would cause Clicklab to violate any law, statute or regulation; or any other illegal activity;
- Harvest or otherwise collect information about third parties, including e-mail addresses, without the express consent of such third parties;
- Violate any applicable government laws or regulations.
You may not decompile, disassemble, reverse engineer or otherwise attempt to discover any trade secret contained in the Clicklab.
The information provided by Clicklab to you may be proprietary in nature. You agree not to share any information provided to you by or on behalf of Clicklab with any third party.
Fees Clicklab products and services require that you purchase a subscription or otherwise pay a fee. You hereby authorize Clicklab to charge your credit card in advance for all applicable fees incurred by you or on your behalf in connection with your use of the Clicklab product or service you have chosen to use. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your Clicklab account by you or anyone else using your account. Clicklab reserves the right to modify the fees charged for Clicklab products and services from time to time, provided that such new fees shall not take effect earlier than thirty (30) days after Clicklab notifies you via email or otherwise of such modified fees.
If you notify Clicklab via online form found on the cancellation policy page of the Clicklab that you are canceling one or more Clicklab services or products, FEES PRE-PAID BY YOU TO CLICKLAB FOR ITS PRODUCTS OR SERVICES WILL NOT BE REFUNDED. It is your responsibility to notify Clicklab if your credit card has changed or has expired and to make appropriate changes or your service may be disconnected or interrupted.
In the event that Clicklab terminates your account for violation of these Terms of Service, you will not be entitled to the return of any fees paid with respect to any such terminated account service.
Cancellation Policy You acknowledge that if you cancel any subscriptions to a Clicklab service that you may not be entitled to a refund of all or part of amounts already paid by you for such Clicklab subscription. You agree that (a) this Clicklab's cancellation policy will be posted on the Clicklab Web site and may be changed from time to time by Clicklab in its sole discretion and (b) the cancellation policy posted at the time you cancel your subscription shall govern the amount of the refund (if any) due to you.
Changes to services, termination by Clicklab Clicklab may change any of its services at any time and from time to time without notice, including terminating the offering of any Clicklab service altogether.
Clicklab may terminate your account, your access to Clicklab or any of its services (in whole or in part) at any time, with or without cause, and with or without notice. You may be barred from accessing any of your Clicklab services or from using the Clicklab or from receiving any products, services or benefits from Clicklab, if Clicklab determines you have violated these Terms of Service, if you have failed to remit any applicable subscription fees when due, if any representation or warranty made by you is untrue in any respect or if Clicklab receives a court order or other legal action relating to your account. In addition, if you violate any of these Terms of Service you will forfeit all in-kind credits and any other amounts accruing to you (if any) in connection with the Clicklab and there will be no refund of any fees prepaid by you. If you subscribe to a Clicklab service which is made up of two or more individual services and you violate the Terms of Service applicable to one of such individual services, (1) your use of the particular individual service will be terminated, but the remaining services will remain active and (2) there will be no refund (in whole or in part) of your annual fee for the Clicklab service terminated. You will be responsible for all fees incurred during your subscription and payment of such fees shall be due immediately upon termination of your subscription.
Links to third party sites Links within the Clicklab may let you leave the Clicklab. You acknowledge that the linked sites are not under the control of Clicklab and that Clicklab is not responsible for the contents or operation of such linked sites or any link contained in such linked site, any changes or updates to such sites, or web casting or any other form of transmission received from any linked site. Clicklab is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Clicklab of the linked site or any association with their operators.
License you grant to Clicklab Clicklab does not claim ownership of the materials you provide to Clicklab (including feedback and suggestions) or that you post, upload, input or submit in connection with your use of Clicklab or any web site ("your web site") created by you or on your behalf in connection with the use of Clicklab (collectively "Submissions"). However, you grant Clicklab a royalty-free license to use (including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, sublicense and reformat your Submission, and to publish your name in connection with your Submission) your Submission only in connection with the operation and promotion of Clicklab. You also grant Clicklab the right to publish your name in connection with any such use. No compensation will be paid or due you with respect to Clicklab's or its sublicensee's use of the materials as licensed above. Clicklab is under no obligation to post or use any materials you may provide, and may remove such materials at any time in Clicklab's sole discretion. By posting messages, uploading files (including graphics), inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the Clicklab, you represent and warrant that you own or otherwise control the rights necessary to do so and to grant Clicklab the license set forth above, and you will defend and indemnify Clicklab and its suppliers from any third party claim related to a breach of any of the foregoing representations or warranties.
Limitations of Liability and Disclaimers The information, software, products, services and other material included in or available through the Clicklab may not be complete, and may include inaccuracies or errors, and may also be modified, discontinued or deleted from time to time without notice. Advice, information, products, services or other materials received via the Clicklab should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals. You acknowledge that you should consult an appropriate professional for specific advice tailored to your situation.
Your access to and use of the Clicklab, and products and services of Clicklab, is at your own risk. Clicklab makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the Clicklab, or such products or services. Without limiting the foregoing, NEITHER CLICKLAB NOR ITS RESPECTIVE SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED IN CLICKLAB FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CLICKLAB AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
IN NO EVENT SHALL CLICKLAB OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION:
DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF CLICKLAB OR RELATED SERVICES, OR WITH THE DELAY OR INABILITY TO USE CLICKLAB OR RELATED SERVICES; THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH CLICKLAB; OR OTHERWISE ARISING OUT OF THE USE OF CLICKLAB, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CLICKLAB OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF CLICKLAB, OR WITH ANY OF THESE TERMS OF SERVICE OR THE ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CLICKLAB AND ITS RELATED SERVICES AND PRODUCTS. Without limiting the foregoing, Clicklab is not responsible for any of your data residing on Clicklab and Clicklab hardware or systems, including such hardware or systems provided to Clicklab by third parties. You are responsible for maintaining and backing-up your data and information that may reside on the Clicklab or Clicklab hardware or systems, including such hardware or systems provided to Clicklab by third parties, whether or not such information is produced through the use of Clicklab, including any information regarding the operation or use of your Web site, catalogs, lists, order records, and other information you are providing or using in connection with your use of the Clicklab. It is your responsibility to take the necessary steps to ensure your primary means of business is maintained. Clicklab will not be liable for any damage, loss or disclosure of data, accounts, revenue or business arising out of or otherwise related to: (a) your use of the Clicklab, its services or products; (b) your customers' use of your Web site hosted by or created through Clicklab and your products and services; (c) use of the Clicklab by any other party to whom you have given access to your company information for use of the Clicklab; (d) errors, bugs or other defects in the Clicklab; (e) lost company, customer or vendor information (e.g., billing information, credit card numbers, lost orders, etc.); (f) illegal or criminal activities, including but not limited to reliance on any information obtained on the Clicklab Web Hosting service; or (g) or that result from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to Clicklab's records, programs or services. You are solely responsible for maintaining and backing-up any information regarding the operation or use of your Web site, catalogs, lists, order records, and other information you are providing or using in connection with your use of the Clicklab.
Clicklab is not liable for your actions with your customers or vendors, or the use of their information, or for any other actions arising from your use, or the use of other parties to whom you have given access to your Clicklab information, through the use of the Clicklab.
Clicklab is not involved in any transaction between you and your buyer or seller or other third parties with whom you may have transactions through your Web site or between you and any user of any products or services offered or provided by you or by a third party through the Clicklab. Clicklab is not responsible for screening, censoring or otherwise controlling your Web Site, or any listings or transactions offered or conducted via your Web Site. You are deemed to have a direct commercial relationship with each third party that purchases goods or services from or undertakes any other transaction with you via your Web site or through Clicklab. Clicklab is not acting as your or any third party's agent in connection with the operation of Clicklab. You are solely responsible for: (a) processing customer orders or other transactions; (b) verifying the validity of incoming customer orders before finalizing the order; (c) informing customers of the status of such orders or transactions; (d) providing all customer support related to such orders or transactions (e.g., lost orders, billing disputes, payments, etc.); and, (e) determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions. Further, because Clicklab is not involved in any orders or other transactions between you and other users of Clicklab or other marketplace forums, Clicklab cannot and will not be involved in resolving any disputes relating to any completed or uncompleted transactions or the purchase or sale of listed goods or otherwise.
Unless otherwise expressly stated in these Terms of Service, your payments for orders or transactions conducted via your web site or on any Clicklab service will be paid to you directly from your designated acquiring bank, customers or other appropriate source ("payor"). Clicklab is not responsible for such payment, and will have no liability for any lost, disputed or fraudulent payment or tenders of payment, or other disputes arising between you and customers or payors. Clicklab makes no guarantee about the reliability or accuracy of these products or services, or the results obtained from using Clicklab.
Indemnity You agree to defend, indemnify and hold Clicklab and its suppliers harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of these Terms of Service, or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with Clicklab or your use of Clicklab.
Access Restriction, Account Security and Passwords Clicklab reserves the right to deny in its sole discretion any user access to Clicklab or any portion thereof without notice. You are responsible for safeguarding the confidentiality of your account information (including password(s) and user name(s) issued to you) and for any use or misuse of your account or the Clicklab resulting from any third party using a password or user name issued to you. You agree to notify Clicklab immediately of any known or suspected unauthorized access to or use of your account, your password, the password of any individual user to whom you have issued a login ID or any other breach of security or misuse of the Clicklab known to or suspected by you. You may change your password at any time by following instructions on the Clicklab Web site.
You hereby authorize Clicklab to rely on any data, notice, instruction or request furnished by you to Clicklab, or that Clicklab reasonably believes to have been furnished by you. You are solely responsible for maintaining the confidentiality of your account information and monitoring usage of your account. Clicklab is not responsible for fraud of participants or of other users of your account.
General These Terms of Service and the Additional Terms are governed by the laws of the State of Delaware, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in the State of Delaware, U.S.A. in all disputes arising out of or relating to the use of the Clicklab Services or the Clicklab.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Clicklab as a result of these Terms or Service or use of Clicklab.
Clicklab's performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms of Service are in derogation of Clicklab's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Clicklab or information provided to or gathered by Clicklab with respect to such use.
If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service and the Additional Terms shall continue in effect.
A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any rights not expressly granted herein are reserved by Clicklab, including all legal and equitable remedies available to Clicklab or violation of any of these Terms of Service.
Copyright and Trademark Notices All contents of the Clicklab are: Copyright © 2004 Clicklab, LLC and/or its suppliers
Clicklab and Clicklab Metrix are trademarks of Clicklab LLC. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
Any rights not expressly granted herein are reserved by Clicklab.
Last updated: May 04, 2004