Clixli Terms of Service Agreement

Date last updated: October 16, 2014

Thank you for using Clixli. Clixli.com LTD. (“Clixli,” “we,” “us” or “our,”) helps online advertisers and website publishers buy and sell traffic better via its website Clixli.com (the "Site"). By using the Site or creating an account ("Account"), you agree to comply with and be bound by these terms of use (the "Terms",” including our Privacy Policy and, as applicable, our Seller Agreement and Terms of Service & Insertion Order Agreement Policies). Please review them carefully. If you do not agree with the Terms, please do not use this Site or create an Account.

About Clixli

Clixli is not a publisher nor an owner or operator of sites or email list(s). Unless explicitly specified otherwise on the Site, Clixli’s responsibilities are limited to: (i) facilitating the availability of the Site and (ii) serving as the limited payment collection agent of each publisher for the purpose of accepting payments from advertisers on behalf of publishers.

PLEASE NOTE THAT, AS STATED ABOVE, THE Clixli PLATFORM ANDSITEARE INTENDED TO BE USED TO FACILITATE PUBLISHERS AND ADVERTISERS CONNECTING AND SELLING AD INVENTORY DIRECTLY WITH EACH OTHER. Clixli CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY EMAILS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY PUBLISHERS, EMAILS OR ADVERTISEMENTS. Clixli IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL EMAILS AND ADVERTISEMENTS. ACCORDINGLY, ANY SALES OR PURCHASES WILL BE MADE AT YOUR OWN RISK.

Eligibility:

In order to use the site, you must:

  • Be at least eighteen (18) years of age or, as applicable, the age of majority in the jurisdiction in which you reside;
  • Be able to enter into contracts;
  • Complete the registration process;
  • Provide true, complete and up to date contact information; and
  • Agree to comply with and be bound by these Terms, our Privacy Policy, and any other agreement incorporated by reference herein.
  • By using Clixli, you represent and warrant that you meet all requirements listed herein, and that you won’t use Clixli in a way that violates any laws or regulations, including without limitation, any CAN-SPAN laws or other laws related to your use of the Site.

    Your Account:

    As part of the Account registration process, you may be required to submit an email address and password and to provide contact and billing information. You agree that you will not knowingly select or use the email address of another person or impersonate another party, use an email address subject to the rights of any other party without authorization, or use an email address that Clixli, in its sole discretion, deems inappropriate or offensive. You agree to be financially responsible for your Account and to comply with your responsibilities and obligations as stated in these Terms and in any policies or procedures posted on the Site, including but not limited to, those for deposits of funds, account cashouts, payment methods, and refunds. Accounts are non-transferable, unless otherwise permitted by us.

    You are entirely responsible for the accuracy of your information and keeping it up-to-date and for maintaining the confidentiality of your password and contact/account information; failure to do so will constitute a breach of these Terms and Clixli reserves the right to terminate your Account. Clixli may refuse to permit you to use a specific Account name or email address for any reason. You agree to immediately notify Clixli of any unauthorized use of your Account or any other breach of security of which you become aware, including but not limited to theft or unauthorized disclosure of your password. Furthermore, you understand and agree that you will be liable for any activity performed by anyone using the Site with your Account.

    Clixli reserves the right to terminate or to suspend access to your Account at any time. Reasons include, but are not limited to, your breach of any of these Terms, any credit or payment issues, if we are unable to verify any information you provide to Clixli, and if we believe that your actions are illegal, fraudulent, harassing, abusive, or may cause legal liability or other harm for Clixli, Account holders, or any other party.

    You may terminate this Agreement at any time and for any reason by giving notice to us and by discontinuing your use of the Site. Once your account is terminated, we may permanently delete your account and all the data associated with it, including your emails from our Site.

    Amendments:

    Clixli may amend the Terms at any time by posting revised Terms on the Site, and/or sending information regarding the amendment to the email address you provide to Clixli. You are responsible for regularly reviewing the Site to obtain timely notice of such amendments. You shall be deemed to have accepted such amendments by continuing use of the Site or of your Account after such amendments have been posted or information about such amendments has been sent to you.

    Payments and Funding:

    You may fund your account by depositing funds into your account via a credit card, wire transfer, or PayPal ("Deposited Funds"), and by selling ads as a publisher or by earning funds through the Clixli Partner Network (as defined below)and earning funds ("Earned Funds"). If you choose a payment plan that requires recurring billing, you agree and authorize us to deduct the monthly charges against the payment method you provided.Anyone using a credit card represents and warrants that he or she is authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. Deposited Funds will appear in your Account balance and be available for you to purchase ads; however, Deposited Funds may not be cashed out. Earned Funds will generally appear in your Account balance approximately seventy-two (72) hours after one of your campaigns has been completed, and Earned Funds are paid out on a monthly basis to publishers that have reached a minimum $100 balance.

    Refunds:

    We’ll give you a refund for a prepaid month if we stop providing services to you for a reason that's not laid out in these Terms. You won’t be entitled to a refund from us under any other circumstances. We may offer a refund if an Account holder applies for one based on the requirements posted on the Site.

    License to Use:

    Subject to your payment of the applicable fees and compliance with these Terms, Clixli grants you a non-transferable, non-exclusive and fully-revocable limited license to use the Site (including, if applicable, Clixli's ad serving code) to buy and/or sell ads, but not to make any other commercial or other use of the Site or any portion thereof. Your license is effective until terminated as set forth in these Terms. This license will terminate if you fail to comply with any term or condition of these Terms and Clixli will have no obligation to provide notice to you of such termination. Clixli reserves all rights not expressly granted herein.

    Use Requirements:

    In connection with your use of the Site or your Account, you agree to:

  • Install and use Clixli's ad serving code on your emails at all times that you publish or sell traffic through your email lists;
  • Approve or deny ads in a timely fashion (if your ad zone is set to automatically approve ads, the ads will be programmed to go live on your website immediately, but you have 24 hours to notify Clixli to remove the traffic;
  • Allow Clixli to use any statistical information collected from your emails (you understand and agree that such practices are subject to our Privacy Policy);
  • Accept Clixli's terms for payment, cashouts, and the like, as described herein or on the applicable IO or Seller Agreement; and
  • Respect our proprietary rights in the Site and the software used to provide Clixli (proprietary rights include patents, trademarks, service marks, and copyrights).
  • If you sell or otherwise transfer one or more of your websites to another party, and if the other party has its own valid Account in good standing, you may request that Clixli transfer ("Push") those websites from your Account to that other party's Account. Clixli shall have no obligation to Pushany websites.

    Prohibited Uses:

    In connection with your use of the Site or your Account, you agree that you will NOT:

  • Send any spam or unsolicited bulk email to any users or non-users;
  • Use purchased, rented or third-party lists of email addresses;
  • Breach the Terms, the Privacy Policy, or any other agreement or policy that you have agreed to with Clixli, which are all incorporated by reference herein;
  • Violate any applicable law, statute, ordinance, or regulation, including but not limited to, CAN-SPAM laws, those governing financial services, consumer protection, unfair competition, anti-discrimination or false advertising, and U.S. export and import laws (such as the Export Administration Act and the Export Administration Regulations maintained by the Department of Commerce);
  • Offer or disseminate fraudulent goods, services, schemes, or promotions (such as make money fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice;
  • Infringe any party's copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy;
  • Violate any confidentiality or non-disclosure obligations you have with other parties;
  • Remove any proprietary notices from the Site;
  • Act in a manner that is defamatory, libelous, slanderous, threatening or harassing, or in any manner that victimizes harasses, degrades, or intimidates an individual or group ofindividuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • Provide false, inaccurate or misleading information, impersonate any person or entity, or otherwisemisrepresent your affiliate with a person or entity;
  • Harvest, collect or disseminate any information about any other Site users or Account holders,including but not limited to, any personal data or information, or use such information for marketing purposes unless you receive such Site user's or Account holder's express consent to do so;
  • Use or promote any means to artificially inflate impressions and/or clicks or use deceptive implementation methods to obtain clicks, whether manual or automated, including but not limited to, clicking your own ads, asking others to click ads, offering compensation to users for viewing ads or performing searches, promising to raise money for third parties for such behavior or placing images next to individual ads, or using robots or other automated tools;
  • Attempt to open a new Account after Clixli has terminated your Account for breach of the Terms;
  • Forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Site;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
  • Modify, adapt, translate, prepare derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from the Site, its software or technology, or attempt to create a substitute or similar service, product or website through use of or access to the Site or technology related thereto;
  • Hack the Site, or attempt to defeat or overcome any security measures or encryption technology for the Site or any related data;
  • Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data ordamage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or use any device, software or routine to attempt to interfere with use of the Site;
  • Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
  • Take any action that may cause Clixli to lose any of the services from its internet service providers, payment processors, or other suppliers.
  • If you violate any of these rules, we may suspend or terminate your Account with or without providing notice to you.

    Content:

    All content in advertisements bought or sold through this Site, including without limitation data, text, images, sound, video and other information and materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the party from which such Content originated. You, therefore, are solely responsible for all Content that you submit to be placed as advertising or that you upload, post, display, email, transmit or otherwise make available through the Site. Clixli does not control the Content and does not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will Clixli be liable in any way for any Content, including but not limited to any errors or omissions therein or any loss or damage of any kind incurred as a result of the use of any Content. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness thereof. You agree that you will not use the Site to send or promote anything offensive or illegal, including without limitation:

  • Pornography or other obscene, offensive or sexually explicit emails;
  • Emails offering or otherwise making available any form of gambling;
  • Emails offering to sell illegal goods or services;
  • Emails that violate CAN-SPAM laws;
  • Right to Review Email Campaigns

    We may view, copy, and internally distribute content from your emails and Account to create algorithms and programs that help us spot problem accounts. We may use these algorithms and programs and other tools to find Account holders who violate these Terms or laws.

    Copyright and Trademark Notice:

    The content, organization, graphics, design, compilation, and other matters related to Clixli and the Site are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, framing, use or publication by you of any such matters or any part of the Site is strictly prohibited. In addition, the entire Site is protected as a collective work under the United States and other copyright laws. The collective work includes works that are licensed to Clixli and that are the property of Clixli's licensors, which are also protected by copyright and other intellectual property laws. You do not acquire ownership rights to any content or other materials viewed through the Site. All trademarks, service marks, logos, trade names, and any other proprietary designations of Clixli used herein are trademarks or registered trademarks of Clixli. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.

    Posts:

    You understand and acknowledge that all postings you make, including but not limited to postings on the Site, our blogs, via Twitter, and on our Facebook page ("Posts"), are not confidential and may be used by Clixli in any way it deems fit. Your Posts must not violate any applicable law, statute, ordinance or regulation or be defamatory, libelous, obscene, unlawfully threatening or harassing, or the like. You acknowledge and agree that Clixli may or may not screen Posts, but that Clixli shall have the right (but not the obligation) in its sole discretion to screen, refuse, edit, move, or remove any Posts.

    Service Fees

    In consideration for the use of Clixli’s online platform, Clixli charges fees (“Fees”). Where applicable, Taxes (such as VAT in Europe) may also be charged in respect of the Fees. Clixli deducts the Fees from the amount paid by advertisers before remitting the balance to the Publisher as described in these Terms and/or in the Seller Agreement and IO.

    Balances will be remitted by Clixli to Publishers via PayPal, wire or other payment methods described on the Clixli platform, in US Dollars.

    Links to Third Party Sites:

    The Site may have links or direct you to websites, software or services owned or operated by third parties ("Third Party Properties"). We have not reviewed all of the Third Party Properties to which you may be directed and we have no control over any Third Party Properties. We are not responsible for the content and operation of such Third Party Properties, or the privacy or other practices of such Third Party Properties.

    Intellectual Property Rights Policy:

    Site users and Account holders are contractually prohibited from providing materials that infringe third party intellectual property rights (including copyright). If you believe that your intellectual property rights have been infringed by one of our Site users or Account holders, please send us email with the following information:

  • A description of the copyright, trademark or other intellectual property right that you claim has been infringed;
  • A description of where the materials that you claim is infringing is located on the Site, with sufficient detail so that we may find it (such as the advertiser's or publisher's name and URL of the page where it appears);
  • Your name, address, telephone number and email address;
  • Include the following statement, if true, "I have a good faith belief that use of the materials described above as allegedly infringing is not authorized by the owner, its agent, or the law.";
  • Include the following statement, if true, "I swear, under penalty of perjury, that the information in this notification is accurate and that I am the owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.";
  • An electronic signature of the owner or a person authorized to act on behalf of the owner of the copyright or other right(s) that have been allegedly infringed.
  • Please send the written notification to [email protected]

    If you inform us that your rights are being infringed by one of our users or Account holders we may, in our discretion, remove the infringing materials from being available on the Site and, if such user or Account holder continues to infringe your rights (or infringes the rights of others), terminate such user's or Account holder's use of the Site. Please note that you will be liable for damages, including costs and attorneys' fees, if you materially misrepresent that any material is infringing your intellectual property rights.

    If you inform us that your rights are being infringed by one of our users or Account holders we may, in our discretion, remove the infringing materials from being available on the Site and, if such user or Account holder continues to infringe your rights (or infringes the rights of others), terminate such user's or Account holder's use of the Site.

    Referral/Affiliate Program Policies:

    Clixli may, at its sole and absolute discretion, run referrals/affiliate programs (“Clixli Partner Network” or “CPN”) for select partners and Publishers (“Affiliates”). Clixli reserves the right to select and extend the Affiliate Programs to Publishers and/or partners based on its sole discretion. The Affiliate Programs may be time bound and Clixli shall have the absolute discretion to withdraw any Affiliate Programs at any time without any prior notice. The following guidelines will be applicable for all Affiliate Programs:

    • Clixli reserves the right to deny, refuse, or revoke participation of any Affiliate or the inclusion of any site referred to by an Affiliate, at any time in Clixli's sole discretion.
    • It is the Affiliate's responsibility to ensure that the referrals sign up with Clixli using/clicking on their unique tracking URL provided by Clixli. Attribution of the referrals to an Affiliate will be based solely on Clixli's tracking systems.
    • Affiliates will not refer sites that they own in full or in part.
    • Affiliates will not promote the "tagged" referral links via certain forms of indiscriminate advertising, commonly referred to as "spamming". Affiliates will not obligate or pressure any third party (including end users) to visit or sign up on the Clixli.com website. Clixli reserves the right at its sole discretion to modify the foregoing rules at any time. Clixli reserves the right to take action against any person or entity that does not confirm to these rules.
    • Affiliates understand and acknowledge that all reports and records contained in the reporting dashboard are for reference purposes only and that all data contained therein may not be current or accurate at the time of Affiliate's review. The data contained in the reporting dashboard is subject to adjustments at any time by Clixli at its sole discretion. Clixli reserves the right to change or modify the methodology for calculating the affiliate payments due to Affiliate at any time at their sole discretion and/or correct any reporting errors.
    • Clixli shall not be liable for any payment to Affiliate if Affiliate is found to generate fraudulent impressions by any person, bot, automated program or similar device or for fraudulent clicks similarly generated on Clixli ads, or for other fraud or collusion, as determined by Clixli. Clixli reserves the right to suspend any Publisher referred to Clixli by an Affiliate and consequently, withhold payment or seek a refund of any affiliate payment to be made to Affiliate in the event the Publisher referred to by the Affiliate is found to be fraudulent or violating any of Clixli's policies.

    Indemnification:

    You shall indemnify, defend and hold Clixli, its affiliates, licensors, Account holders, Site users, and each of their owners, directors, officers, employees, agents and representatives (the "Indemnitees") harmless from any and all damages, liabilities, losses, costs (including reasonable attorneys' fees), and expenses incurred or suffered by such Indemnitees arising out of, or in connection with, any claim based upon or arising out of (i) any breach or violation of these Terms or any policy or guidelines referenced herein by you; (ii) your gross negligence or willful misconduct; (iii) your submission of Content and Posts; or (iv) your use or misuse of this Site.

    Disclaimer of Warranties:

    THIS SITE, AND ALL INFORMATION AND OTHER CONTENT AVAILABLE FROM OR THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." Clixli DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND non-INFRINGEMENT, AND MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SITE ITSELF WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ENTIRELY ERROR-FREE OR VIRUS-FREE NOR DOES Clixli MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE THAT THIS SITE AND THE SERVICES ARE COMPUTER NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

    Limitation of Liability:

    TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL Clixli, ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES HAVE TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE OR ANY SERVICES PROVIDED THERETO (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, INFRINGEMENT OR OTHER CONTRACT OR TORT CLAIMS) IN EXCESS OF THE AMOUNT OF DAMAGES ACTUALLY INCURRED BY YOU UP TO THE GREATER OF: (I) THE AMOUNT OF THE TOTAL FEES PAID BY YOU TO Clixli DURING THE MOST RECENT TWELVE MONTH PERIOD AND (II) THE AMOUNT PAID TO YOU IN COMMISSIONS DURING THE MOST RECENT TWELVE MONTH PERIOD. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL Clixli, ITS AFFILIATES AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OTHER ENTITY OR THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR COVER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, SERVICE INTERRUPTION, DEVICE OR COMPUTER FAILURE, LOST SAVINGS AND STATUTORY DAMAGES) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF Clixli HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR ONLY RIGHT AND RECOURSE WITH ANY PROBLEMS OR DISSATISFACTION WITH THE SITE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITE. THE FOREGOING LIMITATIONS ALLOCATE THE RISKS BETWEEN Clixli AND YOU AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

    Enforcement:

    Clixli reserves the right and has absolute discretion to enforce the Terms. Clixli may, in its sole discretion, immediately terminate or suspend your Account and/or access to this Site, if it determines that your services, offerings or activities violate the Terms. Without limitation, Clixli also reserves the right to report any activity (including the disclosure of appropriate data or Account information) that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Clixli also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct. If you want to report any violations of these Terms, please contact [email protected]

    Miscellaneous:

    These Terms are governed by and construed in accordance with the laws of the North Carolina, USA, without regard to its principles of conflicts of law. It shall not be governed by the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded. Any dispute arising in connection with these Terms that cannot be settled by negotiation between you and Clixli or their representatives may be submitted at our sole discretion to binding arbitration to be held in North Carolina in accordance with the rules of the American Arbitration Association. You agree to submit to the exclusive jurisdiction of the applicable State or Federal court located in Charlotte, North Carolina, USA, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Nothing herein shall prevent Clixli from seeking equitable relief in a court of competent jurisdiction. Clixli and you are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created. If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed as necessary to eliminate its unenforceability, and all other provisions shall remain unaffected. Any heading contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter.

    If you have any questions or comments regarding the Terms, please contact us by e-mail at [email protected]