This Terms of Service document (the “Terms”) applies to and governs the use of the software-as-a-service described herein that is owned, operated and provided by DWClick Affiliate Marketing Co.,LIMITED (“DWClick”, “us”, “we” or “our”) at DWClick.com (the “Service”).
The term “you” refers to the individual or entity identified during registration to the Service. The individual signing-up to the Service for the entity confirms that they have the proper authority to legally bind the entity to these Terms. They also confirm they agree, on behalf of that entity, to be contractually bound by these Terms.
Please read all of the following terms fully and carefully before using this website or any website or service owned and operated by DWClick. All the information on the Service website (including, but not limited to the design, layout, organization, and the underlying source code, which herein may be referred to as “Site”) can be used only under the following Terms.
1.1. “Account” refers to the account for the Service.
1.2. “Ad Platform” means a third party online advertising platform that the Service is compatible with, as specified in the Service’s documentation.
1.3. “Client Code” means our proprietary software code which is installed on webpage(s) that you lawfully own or control for the purpose of collecting Your Data and providing you the Service.
1.4. “Click”: is the unit of measurement of usage of the Service. A Click is used when the Client Code or Tracking Template is executed when accessed by a visitor, or when the Click URL is accessed by a visitor.
1.5. “Click fraud” is a type of fraud that occurs in Internet pay-per-click advertising where a person or computer system clicks on an ad multiple times in order to generate additional charges for the advertiser.
1.6. “Click URL”: means any unique URL assigned to an Account for the purpose of recording Clicks. You will be assigned a unique Click URL corresponding to your account.
1.7. “Fees” means the applicable service fees.
1.8. “Processing Software” means the proprietary DWClick Software and any all upgrades to such, which analyzes the Customer Data and generates the Reports.
1.9. “Output Data” means the various reports, analytics, and other types of information and data that the Service may generate, provide or make available to you online or offline.
1.10. “Servers”: means the servers controlled by DWClick upon which the Customer Data is stored and analyzed to provide the Reports.
1.11. “Software”: means the Client Code and the service software which produces the Reports.
1.12. “Subscription”: means the billing terms agreed upon for your Account, between you and the Service.
1.13. “Term” means the period of these Terms as specified in section below.
1.14. “Users” means those that click on one of Your Ads.
1.15. “User Data” means the data we collect and process about Users.
1.16. “Your Ad” means an instance of your online ad on the Ad Platform, where such an instance is configured to inter-operate with the Service.
1.17. “Your Data” means the data about Your Ads and User Data that we collect, process or are exposed to in the course of providing the Service to you, including the Output Data and the data accessible through your account on the Ad Platform.2. Account Policy
2.1. You must be registered in order to use the Service. For registration, you must complete the registration process by providing DWClick with current, complete and accurate information as prompted by the registration form, including the mandatory fields for completion. If you do not provide the required information in these fields, you will not be able to register. Note that we may, in our sole discretion, accept or reject for any reason any person as a User of the Service.
2.2. You will at all times be responsible for maintaining the security of your account and password: you should protect your passwords and periodically change them. You must maintain the confidentiality of your Service account login details. You are fully responsible for your own and third-party use of your accounts. DWClick cannot and will not be liable for any loss and/or damage resulting from your failure to comply with this security obligation.
2.3. You may not use the Service for any illegal or unauthorized purpose, nor violate any applicable laws (including but not limited to copyright laws). You are solely responsible for any and all activities that relate to your Account. You agree to notify DWClick immediately upon learning of any unauthorized use of your Account or any other breach of security.
2.4. We encourage you to log in to your account on the Service frequently and to thoroughly review your account status and Output Data.
2.5. From time to time, DWClick employees may log in to the Service under your customer password in order to maintain or improve the Service, including providing you with assistance on technical or billing issues. You hereby acknowledge and consent to such access. We always make our best effort to contact you to notify you of any changes that need to be made.
2.6. Additionally, we reserve the right to refuse service to anyone, at any time, for any reason. We reserve the right to terminate your account at any time. It is your responsibility to backup your data and redirect any URLs pointing to our servers or systems to a different address before the termination deadline expires. You will not be charged any new fees from the date of termination. However, you will still be responsible to pay any past-due fees owed to DWClick. No refunds will be issued for unused service on terminated accounts.
2.7. The Service is only compatible with the Ad Platform. In order to benefit from the Service, you must acquire, at your own cost, advertising campaign(s) on the Ad Platform. Any and all negotiations, dealings, and engagements concerning such advertising campaign(s) are strictly between you and the operator of the Ad Platform. We take no part in, and are not a party to, such negotiations, dealings, and engagements.3. Usage
3.1. DWClick hereby grants you a limited, revocable, non-exclusive, non-sub-licensable license to install, copy and use the Software solely as necessary to use the Service for one or more web pages that you lawfully own and control (collectively, the “Website”). Subject to the terms and conditions of this Agreement, You may remotely access, view, and download your Reports stored within the Service. Your license of, use of, and access to the Software and the Service (which may include, without limitation, the Software, documentation, and reports) is conditioned upon your compliance with the terms and conditions of this Agreement.
3.2. Subject to these Terms, the completion of your registration, and your payment of the applicable Fees, you may, during the Term, access and use the Service and the Output Data, you will use the Software, Service, and Reports strictly for your own internal business purpose, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in your use of and access to the Documentation, Software, Service, and Reports.
3.3. The license will expire immediately upon failure to comply with the terms of this Agreement. Upon such expiration, you must destroy all originals and copies of the Client Code in your possession and so certify in writing to DWClick within 3 business days of termination and cease any further use of the Service without the express written consent of DWClick.4. Disclaimer of Warranties
DWCLICK AFFILIATE AND ANY THIRD-PARTY PROVIDERS MAKE NO WARRANTY OF ANY KIND REGARDING THIS SITE AND/OR ANY DATA OR CONTENT PROVIDED ON THIS SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. DWCLICK AFFILIATE AND ANY THIRD-PARTY PROVIDERS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS SITE AND SUCH PARTIES EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PROVIDED BY LAW, ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE. NEITHER DWCLICK AFFILIATE NOR ANY THIRD-PARTY PROVIDERS WARRANT THAT THIS SITE, ITS SERVERS OR ANY EMAIL SENT FROM DWCLICK AFFILIATE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. NOTWITHSTANDING THIS DISCLAIMER OF WARRANTIES, YOU MAY HAVE SPECIFIC WARRANTY RIGHTS, WHICH VARY FROM STATE TO STATE.
This Site includes links to other Internet websites and resources provided by third parties. These websites and resources are provided solely as a convenience to you and not as an endorsement by DWClick Affiliate of the contents of (or any product or services available from) such other websites. DWClick Affiliate is not responsible or liable to you or any third party for the content, accuracy, products or services of such websites, and DWClick Affiliate makes no representation or warranty regarding any other websites or the content or materials on such websites. If you decide to access other websites, you do so at your own risk and subject to the terms and conditions of use for such websites. You acknowledge and agree that DWClick Affiliate shall not be liable for any damage or loss arising from or related to your use of such websites or reliance on any such content, products or services available from such websites.6. Third Parties
6.1. If you provide access to your Account or any portion thereof to any third party or use the Service to collect information on behalf of any third party (“Third Party”), whether or not you are authorized to do so by DWClick, the terms of this Section shall apply to you.
6.2. If you use the Service on behalf of any Third Party, you represent and warrant that (a) you are authorized to act on behalf of, and bind to this Agreement, that Third Party, (b) as between the Third Party and you, the Third Party owns any rights to Customer Data in the applicable account, and (c) you shall not disclose Third Party’s Customer Data to any other party without the Third Party’s consent
.6.3. You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. DWClick makes no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, you shall take all measures necessary to disclaim any and all representations or warranties that may pertain to DWClick, the Service, the Software or the Reports, or use thereof. You agree to indemnify, hold harmless and defend DWClick, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against DWClick or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by DWClick, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by you concerning any aspect of the Service, the Software or Reports to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to your use of the Service, the Software or Reports; (c) violations of your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Services, the Software or Reports.7. Proprietary Rights
7.1. As between DWClick and Users, all right, title and interest in the Site and all information it contains, or may contain in the future, including, without limitation, all copyrights, trademarks, service marks and other intellectual property rights (collectively referred to as the “Content”), is the property of DWClick or its licensors and is protected by intellectual property laws and international intellectual property treaties. Except as expressly provided below, nothing contained in the Site shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to use the Site or the Content displayed on the Site, through the use of framing or otherwise, without the prior written permission of DWClick or any third party that may own the trademark or copyright of material displayed on the Site.
7.2. Subject to User’s full compliance with these Terms, User is hereby granted a non-exclusive, non transferable, revocable, limited license to view, download, print and use information retrieved from the Site, provided that: (i) it is solely for User’s own lawful, personal, informational, non-commercial purposes: (ii) User does not remove or obscure the copyright notice or other notices; (iii) the Content, or any part thereof, is not modified; and (iv) it is automatically done through User’s browser software incidentally to using the Site and/or the Services. Except as expressly provided herein, no part of the Site, including, but not limited to, materials retrieved therefrom and the underlying HTML code, may be used, reproduced, republished, copied, reformatted, displayed, reverse engineered, reverse assembles, transmitted, distributed, licensed, sold, resold or exploited in any form or by any means. In no event shall materials from the Site be stored in any information storage and retrieval system without the prior written permission from DWClick.
7.3. User understands and agrees that DWClick may alter, suspend or discontinue the Site and/or the Services and may change any information, features and functions of the Site and/or the Services at any time for any reason, without notice, cost or liability. User further understands and agrees that from time to time the Site and/or the Services may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which DWClick may undertake from time to time; or (iii) causes beyond the control of DWClick or which are not reasonably foreseeable by DWClick, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. User acknowledges and agrees that DWClick has no control of the availability of the Site or the Services on a continuous or uninterrupted basis.
7.4. User shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for User’s use of the Site and the Services, including, without limitation, telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the Site and the Services, are compatible with the Site and the Services. While DWClick will endeavor to make timely backups of all reports to User, User is responsible to backup all reports made while using the Service.
7.5. DWClick reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Site or the Services; and (ii) suspend or terminate User’s access to or use of all or any portion of the Site or the Services.
7.6. This website also contains other materials which are owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Unless stated otherwise, the software required for our services or available on or used by our website and the intellectual property rights (including the copyrights) of the contents and information of and material on our website are owned by DWClick, its suppliers or licensors.
7.7. DWClick exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) (the look and feel (including infrastructure) of) the website on which the service is made available (including the guest reviews and translated content) and you are not entitled to copy, scrape, (hyper-/deep)link to, publish, promote, market, integrate, utilize, combine or otherwise use the content (including any translations thereof and the guest reviews) or our brand without our express written permission.8. Disclaimer Of Warranties
THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DWClick EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SITE AND THE SERVICES IS AT USER’S SOLE RISK. SPECIFICALLY, BUT WITHOUT LIMITATION, DWClick DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO: (i) ANY ERRORS IN OR OMISSIONS FROM THE SITE AND ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SITE OR THE SERVICES OR ANY PORTION THEREOF; (iii) DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS ON THE SITE OR THE SERVER THAT MAINTAINS THE SITE; (iv) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS THEREFROM; (v) USER’S USE OF THE SITE OR THE SERVICES OR ANY RELATIONSHIP BETWEEN USER AND A LINKED SITE OR ANY SERVICES, PRODUCTS OR ADVICE PROVIDED OR PERFORMED BY A LINKED SITE FOR USER; AND (vi) USER’S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES. FURTHER, DWClick DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE OR THE SERVICES.
9. Limitation of Liabilities
9.1. UNDER NO CIRCUMSTANCES SHALL A “COVERED PARTY” (AS DEFINED BELOW) BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ECONOMIC LOSS, PENALTIES OR ATTORNEYS’ FEES, FOR ANY MATTER ARISING FROM OR RELATING TO THE SITE, INCLUDING ITS CONTENT, THE SERVICES, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION: (i) USER’S USE OR INABILITY TO USE THE SITE OR THE SERVICES; (ii) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE OR THE SERVICES; (iii) DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; (iv) ANY MATERIAL OR DATA STORED, SENT OR RECEIVED OR NOT STORED, SENT OR RECEIVED; (v) ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE OR THE SERVICE; OR (vi) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH THE SITE, USER’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SITE. A “COVERED PARTY” MEANS DWClick, ITS AFFILIATES, AND ANY OFFICER, DIRECTOR, SHAREHOLDER, PARTNER, EMPLOYEE, SUBCONTRACTOR, REPRESENTATIVE, AGENT, SUCCESSOR OR ASSIGN OF DWClick OR ITS AFFILIATES.
9.2. DWClick WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF DWCLICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.
9.3. DWClick will not be liable for any click fraud detected or not detected by the Software. The Software makes a best effort to identify multiple ad clicks from the same computer system in a short period of time, and to identify anomalous increases in click activity. The Service will notify Client, through online reports and emails, of such identifications. The Service will not prevent the click fraud from occurring, nor detect all types and all instances of click fraud that may occur.
9.4. DWClick’s total cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed US $500.
for further information.
11. Data Processing
We are a data processor. Please take a look at the Data Processing Agreement located on the Internet at https://www.dwclick.com/privacy-policy
for further information.12. Miscellaneous
12.1. These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail.
12.2. Our failure to enforce at any time or for any period any one or more of the Terms shall not be construed as a waiver of them or the rights attaching to any of them.
12.3. The Terms constitute the entire agreement between you and DWClick in relation to the subject matter of these Terms and supersedes any previous agreements or representations between the parties relating to the subject matter of this Agreement.
12.4. These Terms and your use of the DWClick Sites are governed by the laws of the State of Delaware, USA. You hereby consent to the exclusive jurisdiction of the State of Delaware, USA courts in all disputes arising out of or relating to the use of the DWClick Sites and Services each time you access the DWClick Sites and Services. Use of the DWClick Sites and Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms including, without limitation, this clause.
12.5. Our performance of these Terms is subject to existing laws and legal process and nothing contained in this agreement is in derogation of our right to comply with law enforcement requests or requirements relating to your use of the DWClick Sites or information provided to or gathered by us with respect to such use.
12.6. If any part of these Terms is determined to be invalid or unenforceable, then the invalid or unenforceable provision shall be deemed to be superseded by any such valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
12.7. Although we cannot monitor the conduct of our users off site, it shall be a breach of these Terms to use any information obtained from the DWClick Sites in order to harass, abuse or harm other persons, or in order to contact, advertise to, solicit or sell to any user or person without their prior express consent.
12.8. Obvious errors and mistakes (including misprints) are not binding.
12.9. There is no guarantee that you will save any money using the techniques and ideas in this Site. Examples in the Site are not to be interpreted as a promise or guarantee of savings. Saving potential is entirely dependent on the person using the Service, ideas and techniques.
12.10. No express or implied guarantees of income are made when purchasing the Service. You agree that we are not responsible for the success or failure of your business decisions.
13. Modification of terms
DWClick reserves the right to change the terms and conditions of this agreement or its policies relating to the Service at any time with or without notice. We shall post an updated version of this agreement on the Service and/or send you an email message. We will update the revision date at the top of this Terms document. You are responsible for regularly reviewing this agreement. Continued use of the service after any such changes shall constitute your consent to such changes. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
14. About us
If you would like to contact us in relation to your use of the DWClick Sites and/or Services, please contact us at https://www.dwclick.com/contact