These Terms of Service (the “Terms”) apply to and govern the use of ClickCease.com’s software-as-a-service (the “Service”).

1.               Your relationship with us

These Terms are a binding agreement between the individual or entity identified during registration to the Service (“you” or “your”), and Karniboo Technologies Limited (“we”, “us”, “our” or the “Company”).

In case of an entity, 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.

You must ensure that your employees, consultants and agents that you designate to use and deal with the Service for your benefit fully comply with these Terms. You are liable to us for all acts or omissions of those that use and deal with the Service for your benefit, as though you yourself had performed those acts or omissions.

2.               Definitions

2.1.          “Ad Platform” means a third party online advertising platform that the Service is compatible with, as specified in the Service’s documentation.

2.2.          “Client Code” means our proprietary software code snippet to be installed on webpage(s) that you lawfully own or control for the purpose of collecting Your Data and providing you the Service.

2.3.          “Click Fraud” means a fraudulent click on Your Ad.

2.4.          “Fees” means the applicable service fees, as set forth in section 7.1.

2.5.          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.

2.6.          “Term” means the period of these Terms as specified in section 9below.

2.7.          “Users” means those that click on one of Your Ads.

2.8.          “User Data” means the data we collect and process about Users, as further detailed in subsection 6.1.3below.

2.9.          “Your Ad” means an instance of your online ad on the Ad Platform, where such instance is configured to inter-operate with the Service.

2.10.      “Your Data” mean 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.

3.               Interpretation. As used herein, the term “including”, means including, but not limited to, and without limitation, to the generality of the preceding phrase.

4.               Registration and user account.

4.1.          You must be registered in order to use the Service. In order to apply for registration, you must complete our online application form in which we will indicate the mandatory fields for completion. If you do not provide the required information in these fields, you will not be able to register. You must provide true, accurate and complete information. Note that we may, in our sole discretion, decline your registration application.

4.2.          Login to the Service is authenticated with a password, which you should periodically change. You must maintain the confidentiality of your Service account login details.

4.3.          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.

4.4.          We encourage you to log-in to your account on the Service frequently and to thoroughly review your account status and Output Data.

5.               Usage . 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, strictly for your internal business purposes, and copy, install and use the Client Code on webpages that you lawfully own or control.

6.               Data

6.1.          We will collect and process Your Data. To this end –

6.1.1.               You grant us permission to access your administrator account on the Ad Platform, for the purpose of providing you with the Service. To effectuate this, you will provide us your Ad Platform account information that we request;

6.1.2.               On occasion, we may access and use your account on the Service, strictly for the purposes of operating the Service, assisting you with technical or billing issues, and improving and enhancing the Service; and

6.1.3.               We will collect and process User Data, which consists of Users’ Internet Protocol (IP) address , basic information about the computer device they use to access Your Ad, the browser they use, its version and language (i.e. locale), the general geographic area they are located in, a unique identifier we assign to each User’s device, their session duration, and their interactions and user-interface clicks on Your Ad and your webpage(s).

6.2.          User Data may include personal data or personally identifiable information subject to applicable data protection and privacy laws and regulations.

6.3.          We will retain User Data during the Term, for the retention period you specify through the Service’s settings. We may delete You Data (including User Data) from the Service, immediately upon termination of your account and subscription.

6.4.          We may store and process Your Data (including User Data) outside of the European Economic Area or the country in which the Users are located and/or outside the country in which User Data is collected.

6.5.          You are responsible to obtain and maintain valid consents from all Users, as may be necessary under applicable law (including data protection or data processing laws and regulations), in order to allow us to lawfully collect, handle, retain, process and use the User Data in the manners and for the purposes set forth in these Terms.

6.6.          You are responsible for maintaining back-up copies of Your Data. The Service does not provide, and is not intended as, as data back-up service.

6.7.          We will process, handle and use Your Data (by ourselves or using trusted third party service providers such as payment processors and cloud service providers) for the following purposes:

6.7.1.               To provide the Service to you, conduct administrative and technical activities necessary to maintain and provide the Service and to improve and customize the Service;

6.7.2.               To bill and collect Fees, enforce these Terms, take any action in any case of dispute, or legal proceeding of any kind involving you, Users or relevant vendors, with respect to the Service;

6.7.3.               To prevent fraud, misappropriation, infringements, identity theft and other illegal activities and misuse of the Service;

6.7.4.               We may use, share and disclose de-identified data derived from Your Data, which neither identifies you (or your entity), nor any User, for any purpose. You will not be entitled to any remuneration from us, for our use of such de-identified data; and

6.7.5.               If we are required, or reasonably believe we are required, by law, to share or disclose Your Data, or if such sharing or disclosure is required pursuant to a subpoena, order, or decree, issued by a competent judicial or administrative authority, provided that, to the extent legally permitted, we will endeavor to give you prompt notice of the requirement prior to such disclosure, to allow you, at your cost and expense, to intervene and protect its interests in Your Data.

6.8.          We will dedicate our best efforts, using no less than commercially reasonable measures, to maintain the confidentiality of Your Data that we are exposed to, and to prevent and refrain from, disclosure or use of Your Data for purposes other than those specified in these Terms. Our personnel will access Your Data on a strict 'need to know' basis, subject to these Terms.

6.9.          You assume sole and exclusive responsibility to carry out such actions as you deem appropriate as a result of the Output Data. We have no responsibility or liability, regarding your reliance upon, or use of, the Output Data, your actions or omissions in connection with the Output Data, or any consequences resulting therefrom.

7.               Fees

7.1.          In consideration of the provision of the Service to you, you will pay us, as of your registration to the Service, the periodic subscription Fees, in accordance with the packages, schemes, amounts, overage charges and subscription cycle you selected upon registration.

7.2.          Upon the end of each subscription cycle, your subscription will be automatically renewed for successive subscription cycles, unless you notify us, by email to [email protected] or through the ‘contact us’ section of our website, that you wish to terminate your subscription. Your account and subscription will be terminated as soon as we process your request, usually within several business days.

7.3.          Changes you make in your subscription package, scheme or amount will take effect in the subsequent subscription cycle. If you exceed the limits of your subscription package, your subscription will be automatically upgraded to a package suitable for your scope of use, as of the subsequent subscription cycle.

7.4.          All Fees are quoted in US Dollars, unless expressly stated otherwise. Fees are payable by PayPal or major credit cards. We may, from time to time, and without specific notice to you, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. By using one or more payment methods to pay the Fees, you represent and warrant that you are lawfully permitted to use the selected payment method in connection with the Service. We may require additional information from you before completing payment transactions.

7.5.          You must keep the billing information you provided to us upon registration current, complete, and accurate, and notify us promptly in case of any change in your billing information.

7.6.          We will charge you for the applicable subscription Fees at the beginning of each subscription cycle, and overage charges incurred during a given subscription cycle (if applicable) will be charged following the end of that subscription cycle. By registering to the Service, you give your consent to purchasing a subscription to the Service, in accordance with the schemes, amounts and subscription cycle you selected upon registration, and to being billed for the applicable Fees, in addition to any applicable taxes (such as sales tax, value added tax or withholding tax), and any surcharges or commissions charged by the payment processor or your payment method.

7.7.          All your payment obligations are non-cancelable and all amounts paid in connection with the Service are non-refundable. If you terminate your account and subscription, you are not entitled to any refund (pro-rata or otherwise), for any Fees you have paid for the terminated subscription. You are responsible for paying all Fees applicable to your subscription to the Service, whether or not you actively used, accessed or otherwise benefited from the Service.

7.8.          Payment methods are processed and handled through relevant third party payment processors, such as PayPal. Payment methods are therefore subject not only to these Terms, but also the terms and conditions of these third parties pursuant to your contractual relations with them. You acknowledge that the third parties processing any of the payment methods may charge you commission on their end of the transaction. We are not responsible for such commission, which is strictly within your contractual relations with the relevant payment processor.

7.9.          Fee that we are unable to charge through the payment method you provided is deemed an overdue Fee. Failure to settle any overdue Fee within ten (10) calendar days of its original due date will constitute a material breach of these Terms. Without derogating from any other rights and remedies available to us under applicable law, overdue Fees will accrue interest at the rate of three-quarters of one percent (0.75%) per month or part thereof, cumulative monthly on the linked capital from the due date until the date of actual payment. You will reimburse us for all legal costs and attorney fees we incur in the course of collecting your overdue Fees.

8.               Restrictions

8.1.          Except as relevant law may otherwise require to be permitted, you may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the Service, or otherwise attempt to discover its underlying code, structure, implementation or algorithms.

8.2.          You may not use theService in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.

8.3.          Except for Your Data, you may not offer the Service to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Service or any part thereof.

8.4.          You may not perform or attempt to perform any of the following in connection with the Service:

8.4.1.               Breaching the security of theService , identifying, probing or scanning any security vulnerabilities in the Service,

8.4.2.               Accessing data not intended for you, or accessing an account you are not authorized to access;

8.4.3.               Interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Service;

8.4.4.               Working around any technical limitations in theService;

8.4.5.               Using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;

8.4.6.               I mpersonating any person or entity, or make any false statements pertaining to your identity ;

8.4.7.               Collecting or processing information or data about the Service’s subscribers; or

8.4.8.               Sending any virus, worm, Trojan horse or other malicious or harmful code or attachment.

8.4.9.               Using robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service.

8.5.          YOU MAY NOT USE THE SOFTWARE FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW.

8.6.          WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE, AS WELL AS MISUSE OF THE SERVICE. WE MAY SUSPEND OR TERMINATE YOUR ACCOUNT ON AND ACCESS TO THE SERVICE, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE SERVICE.

9.               Term and Termination

9.1.          These Terms commence upon the acceptance of your registration application, end terminate upon the termination, cancellation or expiration of your account on, or subscription to, the Service.

9.2.          We may terminate your account on, and subscription to, the Service, upon the end of any then-current subscription cycle, by proving you a prior notice of termination by email (to the email you provided upon registration) before the end of the then-current subscription cycle.

9.3.          In addition to the foregoing, either party may terminate these Terms:

9.3.1.               Immediately, in the event of a material breach of these Terms by the other party;

9.3.2.               In the event of a non-material breach of these Terms 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 ;

9.3.3.               If the terminating party is required to do so by law;

9.3.4.               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), or makes an assignment for the benefit of creditors or takes or has taken against it any such other comparable action in any relevant jurisdiction.

9.4.          Immediately upon termination of these Terms:

9.4.1.               We may terminate your account on the Service and delete Your Data stored in our systems;

9.4.2.               We will charge you for all then-outstanding Fees (if any), including any overage use charges incurred in your final subscription cycle;

9.4.3.               You must cease any and all use of the Service and remove all Client Code from any and all webpages you own or control.

9.5.          Sections in these Terms that by their purpose of nature should survive termination of these Term, will so survive.

10.           Software quality; Software modifications; Disclaimer of Warranty and Limitation of Liability

10.1.      We will endeavor to have the Service operate properly. However, as a service that relies on software, predictive algorithms and third party networks and continuous internet connectivity, we do not guarantee that the Service will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions.

If we receive notice of any failure or malfunction, or if we become aware of them by ourselves, we will attempt to regain the Service’s availability as soon as practicable. However, such incidents will not be considered a breach of these Terms.

Even though we make an effort to have the Service identify Click Frauds, we cannot and do not guarantee that the Service will detect or prevent all types or all instances of Click Frauds, or all Click Frauds of certain types. We will not be liable for any Click Fraud detected or not detected by the Service.

10.2.      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF OUR INTENTIONAL MISCONDUCT OR BREACH OF OUR CONFIDENTIALITY OBLIGATIONS, WE, INCLUDING OUR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON OUR BEHALF, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION, WITH THESE TERMS, ANY USE OF, OR THE INABILITY TO USE THE SERVICE, ITS CLICK FRAUD PREVENTION OR DETECTION FEATURES, OR THE OUTPUT DATA, ANY RELIANCE UPON THE OUTPUT DATA OR THE CLICK FRAUD PREVENTION OR DETECTION FEATURES IN THE SERVICE , OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE SERVICE, ITS CLICK FRAUD PREVENTION OR DETECTION FEATURES, OR THE OUTPUT DATA.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF OUR INTENTIONAL MISCONDUCT OR BREACH OF OUR CONFIDENTIALITY OBLIGATIONS, THE TOTAL AND AGGREGATE LIABILITY OF US AND OUR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON OUR BEHALF, FOR DAMAGES ARISING OUR OF OR RELATED TO THESE TERMS, THE SERVICE OR THE OUTPUT DATA, SHALL BE LIMITED TO THE FEES YOU HAVE ACTUALLY PAID US IN THE SIX MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM.

10.3.      We may modify, adapt, improve, or enhance the Service, or any of its features, user interface, design or any other aspect related to it, without being obligated to provide you notice thereof. If we enhance the Service to include new or additional features or capabilities, we reserve the right to amend these Terms or the applicable Fees, and obtain your consent to such amendments. If you do not agree to the amendments in their entirety, we reserve the right to terminate these Terms pursuant to subsections 9.1and9.2above.

10.4.      ALTHOUGH WE USE SKILL AND EFFORTS TO DEVELOP THE SERVICE, WE DO NOT GUARANTEE, MAKE NO REPRESENTATION, AND PROVIDE NO WARRANTY ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE OR OUTPUT DATA, OR THE EXPECTED BUSINESS RESULTS, OUTCOME OR OPERATIONAL BENEFITS FROM UTILIZING THE SERVICE.

10.5.      THE SOFTWARE IS PROVIDED TO YOU “AS IS”. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, THE CLICK FRAUD PREVENTION OR DETECTION FEATURE OR THE OUTPUT DATA, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, SECURITY, COMPATIBILITY OR PERFORMANCE.

11.           Support and maintenance

11.1.      During the Term, we, either directly or with the assistance of third parties, will provide you technical support for technical questions, problems and inquiries regarding the Service, during our business days and hours, and pursuant to the support scheme, hours and channels separately conveyed to you.

11.2.      We will attempt to respond to your technical questions, problems and inquiries within a reasonable time. However, we –

11.2.1.           May decline to provide such support for matters that we deem, at our sole discretion, to require unreasonable time, effort, costs or expenses;

11.2.2.           Make no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry.

11.3.      For the purpose of our provision of technical support for your technical questions, problems and inquiries, you will cooperate, and work closely with us, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as we reasonably request.

11.4.      Our technical staff may instruct you, from time to time, to perform modifications to the Client Code installed on your webpages. You agree to cooperate and perform any requested modifications.

12.           Intellectual Property.

12.1.      The Service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Service is made available for use and access, not sold or licensed.

12.2.      Except for your limited access to use the Service and the Output Data according to these Terms, these Terms do not grant you or assign to you, any license, right, title, or interest in or to the Service or the intellectual property rights associated with it. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, but excluding Your Data, are and will remain at all times, owned by, or licensed, to us.

12.3.      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 advance notice of.

13.           Indemnity. You agree to indemnify and hold harmless us and our directors, officers, employees, and subcontractors, upon our request and at your own expense, from, and against, any damages, loss, 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.

14.           Governing Law and Venue. Regardless of your jurisdiction of incorporation, the jurisdiction where you engage in business, where you access the Service from, or where your Users access Your Ad, these Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than Israel. Any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, shall be submitted to the sole and exclusive jurisdiction of the competent courts in the Tel Aviv district in Israel. Subject to the following sentence, y ou and us, each hereby expressly consent to the exclusive personal jurisdiction and venue of such courts , and waive any objections related thereto including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens. Notwithstanding the foregoing we may lodge a claim against you pursuant to the indemnity clause above, in any court adjudicating a third party claim against us.

15.           Assignment . You may not assign these Terms without our prior written consent, which we shall not unreasonably withhold or deny. Any purported assignment without our prior written consent is void. To the greatest extent permissible by law, we may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities, performances and obligations hereunder, and we are released therefrom.

16.           Relationship of the parties. The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.

17.           Complete Terms and Severability. These Terms constitute the entire and complete agreement between you and us concerning the subject matter herein. These Terms supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. These Terms may be modified or amended only in writing, signed by the duly authorized representatives of both parties.

18.           No waiver. Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions of these Terms. The waiver, by either party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.