Terms of service
ClicKarma.io is operated by:
ENGAGE DIGITAL SOLUTIONS - FZCO
Dubai Silicon Oasis, DDP, Building A1,
Dubai, United Arab Emirates.
PO Box 342001
License Number: 35839
ENGAGE DIGITAL SOLUTIONS FZCO and its affiliates ("ClicKarma") welcome you ("Customer"). By entering into this agreement with ClicKarma (the "Agreement"), you agree to abide by the terms and conditions outlined herein for the use of our SaaS product, which is provided solely for your business use. By accessing or using the SaaS product, you are agreeing to these terms.
If you are accepting these terms on behalf of a company or other legal entity, you are affirming that you have the authority to bind that entity and its affiliates to these terms. In such cases, the term "Customer" will refer to the entity you represent and its affiliates. If the legal entity you represent does not agree with these terms, you must not accept them or use the SaaS product.
For the purpose of this agreement, the definitions are as follows, unless otherwise specified or the context requires a different interpretation. Any term used herein and not otherwise defined shall have the meaning ascribed thereto in the Master Terms of Service.
"Account" refers to your ClicKarma account.
"Ad Platform" denotes a third-party online advertising platform that is compatible with the Service, as detailed in the Service Documentation.
"Client Code" is our proprietary software code snippet, which must be installed on webpage(s) that you lawfully own or control to facilitate the provision of the Service to you.
"Click Fraud" signifies a fraudulent click on Your Ad.
"Fees" indicates the applicable service fees, as outlined in section 5 of this agreement.
"Output Data" refers to the various reports, analytics, and other types of information and data that the Service may generate, provide, or make available to you.
"Term" is the duration of these Terms, as specified in section 6 below.
"Users" are individuals who click on one of Your Ads.
"Your Ad(s)" refers to an instance of your online ad on the Ad Platform, where such instance is configured to interoperate with the Service.
"Service(s)" refers to the services offered by ClicKarma.
2. REGISTRATION AND USER ACCOUNT
2.1 In order to utilize the Service, registration is required. You must complete our online application form, providing all mandatory information as indicated. Failure to provide the necessary information in the required fields will result in the inability to register. All information provided must be true, accurate, and complete. Please note that we reserve the right to decline your registration application at our sole discretion.
2.2 Access to the Service is secured with a password, which should be changed periodically. It is your responsibility to maintain the confidentiality of your Service account login details.
2.3 The Service is exclusively compatible with the Ad Platform. To take advantage of the Service, you are required to acquire advertising campaign(s) on the Ad Platform at your own expense. Please be aware that all negotiations, dealings, and engagements concerning such advertising campaigns are strictly between you and the operator of the Ad Platform. We are not involved in, nor are we a party to, such negotiations, dealings, or engagements.
2.4 We encourage you to regularly log in to your Account on the Service to review your account status and Output Data thoroughly.
Subject to the terms of this Agreement, the successful completion of your registration, and your payment of the applicable Fees, you are permitted to access and use the Service and Output Data during the Term, strictly and solely for your internal business purposes. You may also copy, install, and use the Client Code on webpages that you lawfully own or control.
4.1 By entering into this Agreement, you provide us with the necessary permissions to access your administrator account on the Ad Platform for the sole purpose of providing you with the Service. To facilitate this, you will supply us with any requested Ad Platform account information.
4.2 We may occasionally access and use your Service account, strictly for the purposes of operating the Service, assisting you with technical or billing issues, and improving and enhancing the Service.
4.3 It is important to note that the Service is not intended to serve as a data backup service.
4.4 You bear sole responsibility for taking any actions you deem appropriate based on the Output Data. We are not liable or responsible for your reliance on or use of the Output Data, any actions or omissions you make in connection with the Output Data, or any resulting consequences.
5.1. In exchange for the provision of the Service, you agree to pay us the periodic subscription Fees as defined upon your registration to the Service. This is in accordance with the package, scheme, amounts, overage charges, and subscription cycle you selected during registration.
5.2. We reserve the right to update the Fees for each package and scheme, and will notify you of any changes through the Service. These changes will take effect from your next billing cycle. Should these changes be unsatisfactory, you have the option to terminate your subscription by providing us with written notice. This termination will be effective at the end of your current billing cycle.
5.3. Your subscription will automatically renew for successive cycles unless you notify us by email at info@ClicKarma.com of your wish to terminate your subscription. Your account and subscription will be terminated once we process your request, usually within several business days.
5.4. Changes to your subscription package, scheme, or amount will be effective in the subsequent subscription cycle. If your usage exceeds the limits of your package, your subscription will be automatically upgraded to a package that is appropriate for your scope of use, starting from the next subscription cycle.
5.5. All Fees are quoted in US Dollars, unless stated otherwise. Payment can be made via PayPal or major credit cards. We may introduce additional payment methods or discontinue existing ones without prior notice. By choosing a payment method, you confirm that you are authorized to use it for the Service. Additional information may be required to complete payment transactions.
5.6. It is your responsibility to ensure that your billing information is current, complete, and accurate, and to notify us promptly of any changes.
5.7. Subscription Fees for each cycle will be charged at the beginning of the cycle, and any overage charges incurred during a cycle will be billed at the end of that cycle. By registering for the Service, you consent to purchasing a subscription in accordance with your selected schemes, amounts, and cycle, and to being billed for the applicable Fees, taxes, surcharges, and payment processor commissions.
5.8. All payment obligations are non-cancellable, and all amounts paid are non-refundable. Termination of your account and subscription does not entitle you to any refunds, pro-rata or otherwise. You are responsible for all Fees applicable to your subscription, regardless of your use or benefit from the Service.
5.9. Payments are processed through third-party processors like PayPal and are subject to their terms and conditions as well as ours. You acknowledge that these third parties may charge you a commission, which is your responsibility.
5.10. Any Fee not charged through your provided payment method is considered overdue. Failure to settle an overdue Fee within ten (10) calendar days of its due date is a material breach of these Terms. Overdue Fees will accrue interest at a rate of 0.75% per month or part thereof, cumulative monthly from the due date until actual payment. You will also be responsible for any legal costs and attorney fees incurred by us in collecting your overdue Fees.
6. TERM AND TERMINATION
6.1. This Agreement shall commence upon the acceptance of your registration application and shall terminate upon the termination, cancellation, or expiration of your account on, or subscription to, the Service.
6.2. We reserve the right to terminate your account and subscription to the Service at the end of any then-current subscription cycle, by providing you with prior notice of termination by email (to the email address you provided upon registration) before the end of the then-current subscription cycle.
6.3. In addition to the foregoing, either party may terminate this Agreement:
6.3.1. Immediately, in the event of a material breach of this Agreement by the other party.
6.3.2. In the event of a non-material breach of this Agreement by the other party, where the breach remains uncured for fifteen (15) days following written notice thereof from the non-breaching party to the breaching party.
6.3.3. If the terminating party is required to do so by law.
6.3.4. If the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary), makes an assignment for the benefit of creditors, or is subject to any other comparable action in any relevant jurisdiction.
6.4. Immediately upon termination of this Agreement:
6.4.1. We will charge you for all then-outstanding Fees (if any), including any overage charges incurred during your final subscription cycle.
6.4.2. You must cease any and all use of the Service and remove all Client Code from any and all webpages you own or control.
6.5. Any sections of this Agreement that, by their nature or purpose, should survive termination will continue to apply post-termination.
7. SUPPORT AND MAINTENANCE
7.1. Upon receiving notice or becoming aware of any failure or malfunction, we will endeavor to restore the Service's availability as promptly as possible. However, such incidents will not be considered a breach of these Terms. While we strive to have the Service identify Click Frauds, we cannot guarantee that the Service will detect or prevent all types or instances of Click Fraud. We will not be liable for any Click Fraud that is detected or undetected by the Service.
7.2. We may modify, adapt, improve, or enhance the Service, including its features, user interface, design, or any other aspect, without any obligation to notify you. Should we enhance the Service to include new or additional features or capabilities, we reserve the right to amend this Agreement or the applicable Fees and will seek your consent to such amendments. If you do not accept the amendments in their entirety, we reserve the right to terminate this Agreement as per section 6.
7.3. During the Term, we will provide technical support for questions, problems, and inquiries regarding the Service during our business days and hours, in accordance with the support scheme, hours, and channels communicated to you separately.
7.4. We will attempt to respond to your technical questions, problems, and inquiries within a reasonable time frame. However, we:
7.4.1. Reserve the right to decline support for issues that, in our sole discretion, require unreasonable time, effort, costs, or expenses.
7.4.2. Do not guarantee a specific response time or the successful resolution of your question, problem, or inquiry.
7.4.3. May require your cooperation to reproduce malfunctions, including conducting diagnostic or troubleshooting activities as we reasonably request.
7.5. Our technical staff may instruct you to make modifications to the Client Code installed on your webpages. You agree to cooperate and perform any requested modifications.
7.6. ALTHOUGH WE EXERT DUE DILIGENCE AND EFFORT IN DEVELOPING THE SERVICE, WE MAKE NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF THE SERVICE OR OUTPUT DATA, OR THE EXPECTED BUSINESS RESULTS, OUTCOMES, OR OPERATIONAL BENEFITS FROM UTILIZING THE SERVICE. THE SOFTWARE IS PROVIDED “AS IS”. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, CLICK FRAUD PREVENTION OR DETECTION FEATURE, OR OUTPUT DATA, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, SECURITY, COMPATIBILITY, OR PERFORMANCE.
7.7. WE MAY IMPLEMENT MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE, AS WELL AS MISUSE OF THE SERVICE. WE RESERVE THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AND ACCESS TO THE SERVICE WITHOUT PRIOR NOTICE IF WE BELIEVE, IN OUR SOLE DISCRETION, THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE USE OR MISUSE OF THE SERVICE.
You agree to indemnify and hold harmless ClicKarma and our directors, officers, employees, and subcontractors, upon our request and at your own expense, from and against any damages, losses, costs, expenses, and payments, including reasonable attorney’s fees and legal expenses, arising from any third-party complaint, claim, plea, or demand in connection with your breach of any provision or representation herein.
9. LIMITATION OF LIABILITY
EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF, OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO CLICKARMA DURING THE SIX (6) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT CLICKARMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Unless you notify us otherwise in writing, we may identify you as a customer and indicate you as a customer and user of the Service, on our website and in other online or offline marketing materials and press releases. We acknowledge that your company name and logo are protected by intellectual property rights. You grant us a worldwide, non-exclusive, non-transferable, royalty-free license to use your name, logo, and website URL on our website and in other online or offline marketing materials relating to the Service. We will use this content strictly in accordance with any usage guidelines you provide us with advance notice in writing.