These AdBack Terms of Service (this “Agreement”) are entered into by DEKALEE, publishing AdBack Service (“AdBack”) and the entity executing this Agreement (“You”).
This Agreement governs Your use and access of AdBack (“our”, “we”) platform, our web sites and blogs, and all related applications, APIs and services, hereinafter known collectively as “Services”.
BY CLICKING THE « I ACCEPT » BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT.
In consideration of the foregoing, the parties agree as follows:
« Account » refers to the billing account for the Services. All Profiles linked to a single Site will have their Hits aggregated before determining the charge for the Services for that Site.
« Confidential Information » includes any proprietary data and any other information disclosed by one party to the other in writing and marked « confidential » or disclosed orally and, within five business days, reduced to writing and marked « confidential ». However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.
“AdBack Data » means the data you collect, process or store using the Services concerning the characteristics and activities of Visitors.
« Documentation » means any accompanying documentation made available to You by AdBack for use with the Processing Software, including any documentation available online.
« AdBack Script » means the AdBack Tracking Code, which is installed on a Site for the purpose of collecting AdBack Data, together with any fixes, updates and upgrades provided to You.
« Processing Software » means the AdBack server-side software and any upgrades, which analyzes the AdBack Data and generates the Reports.
« Profile » means the collection of settings that together determine the information to be included in, or excluded from, a particular Report. For example, a Profile could be established to view a small portion of a web site as a unique Report. There can be multiple Profiles established under a single Site.
« Site » means any web page, app, or other property under Your control that sends data to AdBack. Each Site includes a default Profile that measures all pages within the Site.
« Report » means the resulting analysis shown at www.adback.co/report for a Profile.
« Servers » means the servers controlled by AdBack (or its wholly owned subsidiaries) on which the Processing Software and AdBack Data are stored.
« Software » means the AdBack Script and the Processing Software.
« Third Party » means any third party (i) to which You provide access to Your Account or (i) for which You use the Services to collect information on the third party’s behalf.
« Visitors » means visitors to Your Properties.
The words « include » and « including » mean « including but not limited to. »
2. UPDATES TO TERMS OF SERVICE
AdBack reserves the right to update and change the Terms of Service at any time without notice. All new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Services after any such changes shall constitute your consent to said changes.
The Terms of Service sets forth the entire understanding between You and AdBack as to the Services, and supersedes any prior agreements between You and AdBack (including, but not limited to, prior versions of the Terms of Service).
3. ACCEPTABLE USE OF SERVICE
1. You agree not to misuse our Services and application.
2. You agree not to resell, duplicate, reproduce, or exploit any part of the Services without the explicit written permission of AdBack.
3. The following activities are not permitted and are grounds for immediate access removal without monetary compensation or warning:
– Attempt to test or penetrate any of our servers, databases or application code;
– Remove or circumvent security and authentication processes and logic;
– Disrupt by means of frequent and repeated access to any ports of any or all of our hosted servers;
– Access or modification of application code, server or client side;
– Impersonate other users without permission, or access any area of the platform not allowed to access;
– Use of our Services to distribute virus applications, spamming, or malware;
– Use of our publication features for illegal use including, fraudulent, misleading, copyright infringing, pornographic, distribution of religious, ethnic or race hatred material, or otherwise inappropriate data or information;
4. TERMINATION AND CESSATION OF SERVICE
Either party may terminate this agreement at any time by written notice to the other. The following provisions of this Agreement will survive the termination of the Agreement for any reason:
– Sections above;
– Your payment obligations incurred before termination and
– any other provision of this Agreement that must survive to fulfill its essential purpose.
AdBack may deny You access to all or part of the Services without advanced notice if AdBack believes, in its sole discretion, that You may have violated any of the terms of this Agreement.
We reserve the rights to accept or refuse to any potential client. We have the sole discretion on whether to allow You to register, renew, change plan, or use our Services.
Upon any termination of this Agreement, AdBack will stop providing, and You will stop accessing the Services; and You will delete all copies of the AdBack Script from all Site and certify thereto in writing to AdBack within 3 business days of such termination. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full and (c) all of Your historical Report data will no longer be available to You.
You must provide your full legal name, a valid email address, and any other information requested in order to complete the sign up and activation process.
AdBack may communicate with You via email regarding your account, updates, news, and other issues related to your account. You automatically get subscribed to our mailing lists and newsletters. You can choose to opt out from receiving emails by accessing your account profile and disabling this feature.
You are responsible for maintaining the security of your account and password. AdBack will never request for your password nor will it provide your password via e-mail or other channels of communication.
6. FREE SUBSCRIPTIONS
AdBack may offer subscriptions that allow limited use of the Services. Users of this subscription may be subject to advertisement, limited functionality, and reduction of services and/or limits in monthly hits capacity.
We reserve the right to terminate accounts at any time, with or without notice for users in the free subscription.
Without limiting the generality of the foregoing, if an Account is under the Free Subscription is inactive for sixty (60) days, then AdBack may delete any or all of the data, dashboards and reports without providing additional notice.
Limits of capacity and/or functionality may change at any time without notice.
7. PAID SUBSCRIPTIONS
A valid credit card is required for paying subscriptions with a valid address to determine tax (Value Added Tax/TVA) amounts.
Paid subscriptions will be billed on a monthly or yearly basis in a recurring basis until cancellation by you.
You may cancel our Services any time and You won’t be charged again, but You are solely responsible for the charges already incurred until the end of the current billing period.
Addition of options or upgrades causing an increase in rates are charged to your credit card immediately.
Reduction of options or downgrades will be pro-rated and credited into your next billing period.
Downgrading your Services may cause the loss of content, features, or capacity of your account.
We do not accept any liability for such losses.
If any fee is not paid in a timely manner or we are unable to process your transaction using the credit card information provided, we reserve the right to revoke access to your account or to downgrade your account to a free account which may result in loss of data and/or features.
Prices of all Services, including but not limited to subscription plan fees to the Services, are subject to change without notice from us.
Accounts may be downgraded to a Free account at any time however AdBack will not refund partial yearly or monthly subscriptions.
Users must ensure their accounts fits the criteria of the subscription level they are downgrading to. If those criteria are not met, the account will stay at its current subscription level.
No refunds on previously paid payments are made if downgrade takes place before the end of the subscription period.
9. CANCELLATION AND TERMINATION
Accounts may be cancelled at any time however AdBack will not refund partial yearly or monthly subscriptions. You won’t be charged again after the end of the current billing period.
You must cancel your account prior to the next billing cycle (monthly or yearly) if you do not wish to be charged.
The account owner is the only person who can cancel an account. You are solely responsible for properly canceling your account. Any email/phone/contact request to cancel account will not be entertained.
Please ensure that the cancellation requests are made only through the subscription dialogs.
Account cancellations are immediate all your account information will be permanently deleted with no possibility of recovery.
11. COPYRIGHT AND OWNERSHIP
AdBack owns the intellectual property rights to all protectable components of the Services, including but not limited to the name of the Services, artwork and end-user interface elements contained within the Services, many of the individual features, and the related documentation.
You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Services.
AdBack claims no intellectual property rights over the Content you provide to the Services.
12. LIMITED WARRANTY/LIMITATION OF LIABILITY
1. The Services are provided “as are” and as available. AdBack makes no express or implied warranties of any kind, including without limitation implied warranties of merchantability or fitness for a particular purpose. No communication between customer and AdBack, written or oral, will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this section or elsewhere in this agreement. Under no circumstances will AdBack be liable for lost profits or other indirect, special, cover, exemplary, incidental, or consequential damages arising out of or related to this agreement or to the use or inability to use the Services. In no event will AdBack’s liability for damages, losses, or causes of action, whether in contract or tort, either jointly or severally, exceed the aggregate dollar amount paid by customer to AdBack during the twelve (12) months prior to the claimed injury or damage. The limitations of liability in this subsection (a) and in subsection (b) below apply equally to liability for negligence.
2. Without limiting the generality of (a) above, AdBack will have no liability for any claims or losses resulting from security breaches, exposure of sensitive or private data (except to the extent that applicable law forbids limitation of such liability), or loss of data or access to data.
3. AdBack is not liable for the accuracy, truthfulness, or validity of any data entered by Customer or provided through the Services. AdBack will not be liable for interruption of or delays in transmission of the Services caused by acts of God, terrorism, fire, water, riots, acts of Government, acts or omissions of Internet backbone providers, or any other causes beyond AdBack’s control.
4. Customer’s sole and exclusive remedy, if it is dissatisfied with the Services or with any terms, conditions, rules, policies, guidelines, or practices of AdBack is to discontinue using the Services.
5. Customer acknowledges and agrees that AdBack has set its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability and disclaimers of warranty set forth in this section and elsewhere in this Agreement, (collectively, the “Limitations”), and that the Limitations form an essential basis of the bargain between AdBack and You. The Limitations survive and apply even if your remedies provided in this Agreement are found to have failed of their essential purpose.
You will indemnify and hold harmless AdBack and its affiliates, employees, officers, directors, agents, licensors, successors, and assigns from all damages and liability, including without limitation attorneys’ fees, incurred as a result of:
1. violation of your obligations under this Agreement,
2. the negligent or willful acts of Customer,
3. the violation by You of any third party’s rights in connection with the use or operation of the Services, including without limitation privacy rights, other property rights, trade secret, proprietary information, trademark, copyright, or patent rights, other intellectual property rights, and claims for libel, slander, or unfair trade practices.
14. GOVERNING LAW
These Terms shall be governed by the laws of France without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive laws of France for the purpose of resolving any dispute relating to your access or use of the Services.
Any questions regarding the Terms of Service should be addressed to firstname.lastname@example.org.